RAI GROUP Reports and financial statements 2004
Transcription
RAI GROUP Reports and financial statements 2004
RAI GROUP Reports and financial statements 2004 RAI GROUP Reports and financial statements at 31 December 2004 Contents Organisational structure 4 Corporate bodies 5 Group Profile 6 RAI: Public service broadcasting 7 Report on operations 9 The reference context The radio and television audience Revenues Regulatory framework RAI and Europe 11 12 12 14 16 RAI in 2004 TV Division Radio Division New Media & DTT Division Commercial Division Broadcasting Division 17 22 32 34 35 37 Financial performance 38 Human resources 40 Research and development 42 Intercompany relations 43 Additional information Significant post-period events Outlook Supplemental information 47 47 48 48 Recommendation to shareholders 49 Corporate Directory 50 Statutory financial statements at 31 December 2004 53 Consolidated financial statements at 31 December 2004 153 Rai Organisational structure Organisational structure Ministry for Economic Affairs and Finance SIAE 99.56% 0.44% Board of Directors General Manager (*) Staff areas TV Division Networks - Rai Uno - Rai Due - Rai Tre - Rai Internazionale - Rai Notte News programs - TG1 - TG2 - TG3 - TG R - Rai Sport - TSP - Rai Notizie24 - Televideo - Foreign correspondents Radio Division Radio - Marketing - Programme and scheduling optimisation - Production - Radio resources - Radio 1 (**) - Radio programming - Public service channels New Media & DTT Division New media - Digital Terrestrial TV - Support & planning Multimedia engineering - RaiNet - RaiSat - Rai Click Commercial Division Sipra Rai Trade Broadcasting Division Rai Way TV support - Television resources - TV production - Archives - Rai Corporation Genres - Rai Cinema - 01 Distribution - Rai Fiction - Rai Educazione 4 (*) includes RAI-Vaticano and RAI Quirinale (**) includes the Giornale Radio radio news programme Incorporated entities in bold Rai Corporate bodies Corporate bodies Rai Holding S.p.A. (through 30 November 2004) Rai Radiotelevisione italiana S.p.A. (from 1 December 2004) Board of Directors Chairman Piero Gnudi Board members Pietro Ciucci Maurizio Prato Francesco Alberoni (1) Angelo Maria Petroni Giorgio Rumi Marcello Veneziani Secretary Pierpaolo Dominedò Franco Di Loreto Board of Statutory Auditors Chairman Andrea Monorchio (2) Carlo Cesare Gatto (3) Regular auditors Lucio Mariani (2) Antonio Marotti (2) Paolo Germani (3) Salvatore Randazzo (3) Alternates Luigi Pacifico (2) Mario Paolillo (2) Domenico Mastroianni (3) Domenico Mastroianni Carlo Tixon (3) Carlo Tixon General Manager Carlo Cesare Gatto Paolo Germani Salvatore Randazzo Flavio Cattaneo Independent Auditors PricewaterhouseCoopers PricewaterhouseCoopers (4) (1) Following the resignation of the Chairman of the Board of Directors, Lucia Annunziata, Francesco Alberoni became the acting Chairman of the Board. (2) In office through 16 June 2004 (3) Appointed on 16 June 2004 (4) The firm has also been hired to monitor the accounts pursuant to Article 2409-bis of the Civil Code as approved by the shareholders on 20 December 2004. Note: In compliance with Law 112/2004 at the time of the merger of RAI SpA into RAI Holding SpA (effective as of 1 December 2004), the corporate bodies of the surviving company, which has assumed the name of the merged RAI SpA, are as follows: the Board of Directors is that of the absorbed company, RAI SpA; the Board of Auditors is that of the surviving company, the former RAI Holding SpA. 5 Rai Group Profile Group Profile Television 3 channels RaiUno, RaiDue, RaiTre - approx. 26,000 hours of nationwide broadcasting - 79.5% service programming (93.6% for RaiTre) - 10.1% for children and teens (7:00-22:30 time slot) Televideo teletext service Radio 5 radio stations Radio1, Radio2, Radio3, Isoradio, GR Parlamento - 90,000 hours of broadcasting - 260 hours per day live Wired radio service Digital 2 thematic channels RaiDoc - RaiFutura, RaiUtile - Reaches 70% of the population (1 January 2005) - RaiDoc - RaiFutura: 6 hours of original programming per day (RaiDoc); 6 hours of original programming per week (RaiFutura) - RaiUtile: 4 hours of original programming per day 3 general-topic channels, 3 free channels via satellite, 3 radio channels V wire radio channel Satellite 6 free channels RaiSport, Rai Edu 1, Rai Edu 2, Rai Notizie 24, Rai Med, Rai Internazionale 5 RAI Sat premium channels (on the Sky platform) Extra, Premium, Cinema World, Gambero Rosso, Ragazzi 2 channels for third parties (on the Sky platform) Inter Channel Roma Channel Broadband RAI Click platform - 55,000 subscribers - 5 million videos downloaded (1,800,000 hours) Internet Rai.it portal - 1.5 million unique visitors per month - 39 million page views per month Film Rai Cinema - 50 million Euro for the co-production and acquisition of Italian films 01 Distribution - 30 films distributed in at least 150-200 cinemas 6 Rai Public service broadcasting RAI: Public service broadcasting Rai, the largest broadcasting company in Italy, has been reporting and depicting the evolution of Italy’s civic, social, religious and economic life for over 50 years. It has now renewed its mission within the communications industry. As described in greater detail below, the reform of the Italian communications system (Law 112 of 3 May 2004) envisages direct legislative authorisation for RAI to provide public service broadcasting. Before, the concession had been granted by administrative order. This service is provided through our overall programming, including that which is not of an informative nature. We pursue our mission in accordance with a national service contract with the Ministry of Communications (currently in force for the period 2003-2005 as signed on 23 January 2003), as well as contracts for the regions and the autonomous provinces, which define the rights and obligations of the public service provider. Article 17(2) of Law 112 specifies the public service broadcasting obligations (the minimum guaranteed content from which the service contracts may not deviate) that RAI is required to fulfil as part of its global programming package. The law establishes the licence fee as a function of the need to cover the costs to fulfil the specific obligations of the general public broadcasting service. In that regard, the public service broadcaster must provide separate accounts for the revenues from licence fees and costs incurred in delivering public service broadcasting based on a format approved by the Communications Authority. The same law also confirms that the service provider is authorised to perform, either directly or through associated companies, commercial and publishing activities related to the transmission of images, audio, and information and other related activities. In essence, EU regulations (Protocol C9 of the Amsterdam Treaty of 2 October 1997 and annexed to the Treaty establishing the European Community and the Commission Communication 2001/C 320/04) and national legislation, Italy’s position as presented to the authorities in Brussels in conjunction with the investigation conducted by the European Commission regarding broadcast licence fees, and related EC decisions have established a clear, consistent framework for the scope of the general public service mission entrusted to RAI, which the company carries out through its programming. 7 Rai Public service broadcasting The following section summarises the main public service broadcasting obligations as defined under Article 17 of Law 112: • the broadcast of all public service television and radio transmissions throughout Italy; • a sufficient number of hours of television and radio broadcasts dedicated to education, information, and culture, with particular emphasis on promoting theatre, cinema, television (including foreign language), and music which is either of significant artistic value or particularly innovative; • access to programming, within the limits and in accordance with the methods established by law, in favour of the political parties and the groups represented in Parliament and in the regional assemblies and councils, of the local self-government associations, national labour unions, religious groups, political movements, political and cultural associations, legally recognised national associations of the cooperative movement, the associations of social promotion listed with regional and national registers, ethnic and linguistic groups, and other groups of social significance that should request it; • the establishment of a company for the production, distribution, and broadcast of programming abroad for the purpose of promoting the Italian language, culture and economy; • the broadcast of television and radio programming in German and Ladin for the autonomous province of Bolzano, in Ladin for the autonomous province of Trento, in French for the autonomous region of Valle d’Aosta, and in Slovenian for the autonomous region of Friuli Venezia Giulia; • the free broadcast of public service messages required by the Italian Prime Minister’s Office and the broadcast of adequate information regarding Italian roads and traffic; • the transmission, at appropriate times, of content designed for children; • the maintenance of radio and television archives and providing public access to such archives; • the allocation of no less than 15% of total annual revenues to the production of European programming, including programmes produced by independent providers; • the provision, within the terms specified by law, of the infrastructure for digital terrestrial broadcasting; • the provision of interactive digital public services; • the observance of the advertising ceilings defined by Article 8(6) of Law 223 of 6 August 1990; • the structuring of the public service broadcasting company into one or more national headquarters and in main offices in each region and, for the region of Trentino-Alto Adige, in the autonomous provinces of Trento and Bolzano; • the adoption of appropriate accessibility measures for the visually and hearing impaired • the promotion and strengthening of decentralised production centres; • the provision of distance learning services. 8 Rai Report on operations Report on operations To our shareholders, In 2004, the broadcasting industry as a whole was marked by strong recovery in advertising spending, confirming the gains posted in the latter part of 2003. This recovery, after a number of years of stagnant investment, is estimated at around 7.3% for all media (including the press). Television viewers also confirmed their appreciation of the programming provided, with total viewers reaching unprecedented levels. The revival in spending came in conjunction with the reform of the communications system (Law 112 of 3 May 2004). This reform is key to providing broadcasters with the legislative certainty we need in order to develop broader, more forwardlooking strategies. In this favourable environment, RAI SpA closed the year with a net profit of 113 million Euro (based on accounts which implemented legislation eliminating tax distortions), sharply higher than the outturn for 2003 (24.5 million Euro) despite the expense of nearly 130 million Euro for rights related to the major sporting events broadcast during the year (the Summer Olympics in Athens and the European soccer finals in Portugal). Consolidated net profit, although lower than that of the parent company alone because tax distortions had already been eliminated, came to 82.2 million Euro, essentially in line with the previous year (81.9 million Euro). These results also take into account provisions for the programming inventory totalling 58 million Euro (of which 39 million Euro for the parent company alone). Our financial situation is strong, with the parent company’s net financial position positive at more than 269 million Euro, compared with 191 million Euro at the end of the previous year, similar to the trend for the Group as a whole, where the net financial position reached 124 million Euro (34 million Euro at 31 December 2003). In addition to the economic factors described above, our performance is attributable to actions begun in the previous year to enhance programming and the overall efficiency of operations: • programming: the optimisation and rationalisation of programming enabled us to further strengthen our leadership in terms of audience, both in prime time and throughout the entire day. Viewer appreciation translated into a significant increase in advertising revenues, which posted growth of just over 10%, a rate surpassing that of the television segment as a whole, therefore enabling us to recover market share; • costs: we have intensified efforts to rationalise operations in order to implement a significant and steady reduction of costs for the purchase of goods and services. 9 Rai Report on operations In 2004, we continued our extraordinary strategic commitment to developing the Digital Terrestrial Television (DTT) project. On 1 January 2004, we began DTT broadcasting over two multiplexes able to provide coverage to more than 50% of the population. During the year, in accordance with the agreement with the Ministry of Communications, the project was extended to reach 70% of the population with both multiplexes by 1 January 2005. In order to extend coverage to 70% of the population, RAI made use of two temporary business groupings, which had already been awarded the first phase of the project, thereby achieving significant savings – thanks, also, to the careful rescheduling of activities – compared with the initial budget, both in terms of infrastructure and in the acquisition of the related frequencies. During 2004, and in accordance with the 2004-2006 business plan, RAI continued its efforts to: • reacquire a strong position in the creation and production of content; • expand operations in platforms/activities from the current focus on traditional means, i.e. television and radio; • strengthen commercial activities to supplement our primary sources of revenue (i.e. licence fees and advertising); • complete the process of repositioning our TV product range; • reverse performance trends in the radio segment in conjunction with initiatives aimed at improving current broadcast systems; • begin a process to optimise capital employed. In this regard, a particularly important role has been played by the revision of the Group’s organisation with the definition of the main corporate processes and of the missions and activities assigned to the individual components of the Group. These initiatives were undertaken in response to the need to achieve substantial improvements in financial performance in anticipation of the placement of shares on the market. At the end of the year, the procedure for the partial sale of RAI began. To that end, at the end of November 2004, the Ministry for Economic Affairs and Finance, based on recommendations of the Privatisation Committee, selected Rothschild to act as financial advisor for the transaction. Rothschild and Unicredit Banca Mobiliare (UBM) were chosen to appraise the company. According to the most recent indications received from the Ministry, the operation should begin in the second half of 2005. Within this context, the merger of RAI SpA into RAI Holding was completed effective as of 1 December 2004, with the surviving company assuming the name of the absorbed subsidiary. This operation had essentially no effect on the consolidated accounts of the Group. On the labour relations front, of particular note were the renewal of the national collective bargaining agreement for middle management, office staff and workers 10 Rai Report on operations and the signing of the agreement with USIGRAI (the trade union for RAI journalists) regarding non-permanent journalists, which had a positive effect on the pending legal dispute. In December, the Board of Directors approved the guidelines for the 2005-2007 business plan. In light of the rapid evolution in platforms and the way they are used, as well as in the industrial landscape and the Italian regulatory and legislative context, RAI’s strategic objectives are to strengthen its leadership in the multi-channel and multi-platform context and improve profitability and its capacity to create value, in part through the revision of its current industrial structure. Finally, we should note that in May 2004 the Board of Directors approved the Code of Ethics, which specifies the values that define the Group and which the Group applies as a regular part of doing business. Here at RAI, we feel it is essential to forge ahead along the path we have chosen towards the model of an integrated broadcasting/publishing company, while confirming our duty to public service broadcasting in this digital age in a manner that guides the advancement of our nation and facing the challenges and seizing the opportunities that the market provides. The reference context Last year witnessed significant change in both the market and its technologies. On the technology side, digital terrestrial broadcasting is now fully operational. In accordance with legislative requirements, RAI is committed to accelerating the transition to this new technology in anticipation of the termination of analogue broadcasting scheduled for 31 December 2006. In terms of the market, as we await the impact of digital technology on the number of broadcasters and the consequent expansion of content, the key players in the telecommunications industry are redefining their strategic priorities in their respective market segments. Below are a number of considerations regarding broadcasting revenues, the radio and television audience, developments in the regulatory framework – as this has a profound effect on the activities of the Group – and, finally, the Group’s role and positioning both domestically and in Europe. 11 Rai Report on operations The radio and television audience Again in 2004, television continued to be the medium of choice within the integrated system of communications, a position which was confirmed by new audience records. The full-day average television audience reached nearly 9.3 million viewers, an increase of more than 140 thousand (1.6%) over the previous year. There was an even greater rise in the prime-time audience, which reached an all-time high of 25.14 million viewers, compared with the 24.67 million of 2003 (+1.9%), breaking through the 25 million viewer threshold for the first time. TV audience thousands (source: Auditel) Radio remained essentially stable. Revenues The main sources of revenue for the Italian broadcasting system are licence fees and advertising. Total licence revenues reached 1,474 million Euro (an increase of 40 million Euro) as a result of the increase in the licence fee from 97.10 Euro to 99.60 Euro (+2.6%), which remains the lowest in Europe. The number of licenced viewers exceeded 16,300,000, with a total of 422,170 new licences (up 2.7% over 2003). Licence fees In 2004, television advertising revenue grew by more than 10%, confirming the upward trend that began in 2003, while radio spending increased by 21.7%. Advertising It is also important to note two key elements in understanding the dynamics of the advertising market: 12 Rai Report on operations • 2004 results were the net result of a declining trend over the course of the year: the first quarter closed with an increase of 8.2%; the second quarter, with a gain of 10.5%; the third and fourth quarters, however, closed with gains of just 6.7% and 4%, respectively; • the positive performance of the Italian advertising market was not supported uniformly across all industries, but was linked to performance of specific segments: the services segment posted an increase of 24% (due primarily to telecommunications, finance & insurance and retailing). Also up were the leisure (+13%) and durable goods (+12%) sectors, buoyed in particular by the automotive component, which invested heavily despite the weakness in sales. The personal (clothing, health & hygiene, personal items) and consumer (particularly food & beverage) segments were both down. Net investment millions of euros (source: Nielsen) RAI television posted estimated growth of around 11.7%, compared with the 9.1% of our main competitor, thanks in part to the important sports events during the year (the Summer Olympics in Athens and the European soccer championships in Portugal). RAI radio, on the other hand, posted an increase of 7.7%, which is less than the market average but reverses the trend of previous periods. (source: Nielsen) Share of 2004 TV revenues Other broadcasters 3.2 bn (+9.8%) RAI Group 1.3 bn (+11.7%) Share of 2004 Radio revenues Other broadcasters 310.5 mn (+26.4%) RAI Group 89.8 mn (+7.7%) 13 Rai Report on operations Regulatory framework Considering the particular characteristics and complexity of our industry, it is important to describe in detail the developments in the regulatory framework, which is influenced not only by changing legislation but also by the actions taken by the various competition regulators. a) legislative developments The regulatory framework is influenced, above all, by the law reforming the communications system in order to achieve a more ordered and regulated development of the market. This legislation has: • established the integrated communications system and defined the related antitrust legislation; • established limits in the accumulation of radio and television programmes by a single content provider; • granted RAI the concession to act as the provider of public service broadcasting for a period of 12 years; • defined the fundamental principles for the corporate governance of RAI; • required that RAI provide separate accounts for the revenues from licence fees and costs incurred for the provision of public service broadcasting based on a format approved by the Communications Authority; • laid down the procedures for opening RAI to private investors; • defined the timetable for RAI to make the transition to digital terrestrial broadcasting. b) actions of regulatory and supervisory bodies On 31 August, following a process which began in the mid-1990s in response to a complaint made by a television broadcaster, the European Commission established that there appear to be no further doubts, based on prior analysis, that the regime of state aid, represented by the licence fee, which was already in place at the time of the Treaty of Rome, is compatible with the rules governing state aid. This favourable decision was reached by the Commission both because of the separate accounting principles introduced with the reform law and the efforts recommended by the Commission itself to prevent excessive compensation of the public service broadcaster by means of the license fee. This responsibility, which is subject to periodic audits, has been assumed by the Italian Government and concerns: • relations with the subsidiaries engaged in activities not related to the public service broadcasting mission, which must comply with standard market practice; • appropriate commercial exploitation of the broadcaster’s activities, including the sale of advertising space and leveraging intellectual property rights. 14 Rai Report on operations The Communications Authority, in accordance with Law 43/2004, has analysed the total offering of digital terrestrial television programming in order to determine: • the percentage of the population covered by the new digital networks (which must not be less than 50%); • the availability of decoders at reasonable prices; • the actual provision to the public of programmes different from those that are broadcast over the analogue networks. In its report to the Government and the competent parliamentary committees, the Authority indicated that the conditions specified by law regarding the procedures and timing for the definitive conclusion of the transition period called for by Law 249 of 31 July 1997 have been met. With its measure no. 13137 of 29 April 2004, the Italian Competition Authority authorised RAI to acquire, as part of the digital terrestrial project, 11 business units comprising a total of 84 television broadcast systems and the related frequencies. These acquisitions are aimed at conducting testing for the digital terrestrial broadcast of programmes and services, and are part of a project to create two digital broadcasting networks (or “multiplexes”). Having obtained the favourable opinion of the Communications Authority, the Competition Authority has therefore concluded that the reported operations, although not strictly necessary for the realisation of the multiplexes, will not result in RAI having a dominant position in the market. With resolution no. 297/04/CONS of 15 September 2004, the Communications Authority launched an investigation aimed at determining whether RAI, R.T.I., and Publitalia ’80 have failed to comply with the provisions of resolution no. 226/03/CONS of 27 June 2003 (conclusion of the process of ascertaining the existence of dominant positions in the television industry for the period 1998-2000) for the purpose of the possible application of sanctions as defined by Article 1(31) of Law 249/97. The preliminary investigation, related to the period following the notification of resolution no. 226 on 7 July 2003, was declared closed in January 2005, and RAI presented its defence at the hearing held in February. At the same time, RAI has also filed an appeal with the Administrative Court of the Region of Lazio requesting the voidance of resolution no. 297/04/CONS, as well as resolution 226/03/CONS and all other related and consequential documents. On 9 March 2005, upon conclusion of the proceedings pursuant to resolution no. 297, the Authority declared that RAI had failed to comply with the formal reprimand established by resolution no. 226 and levied the sanctions specified under Article 1(31) of Law 249/1997 in the amount of about 20 million Euro. 15 Rai Report on operations Given that RAI feels that the Authority’s decision is unfounded both in procedure and in substance, we will be appealing the decision to the Administrative Court of the Region of Lazio, requesting that the decision be suspended pending the appeal and that the resolution be struck down. Given the merits of this appeal, which is also supported by the opinion of qualified external counsels, we believe that it is highly probable that court will allow our appeal. For this reason, we have made no provision in the financial statements at 31 December 2004, as the prerequisites for such a provision have not been met. With its resolution no. 326/04/CONS of 6 October 2004, for the purpose of identifying any dominant positions within the individual markets that make up the integrated communications system and pursuant to Article 14(2) of Law 112 of 3 May 2004, the Communications Authority initiated a process aimed at identifying any dominant positions in the television market, analysing related sources of funding, and defining any measures to be taken. RAI and Europe Every European country has a public service broadcaster funded by a licence fee, with the exception of Spain where its broadcaster, RTVE, is funded directly by the government. The licence fee varies significantly from country to country, but, as mentioned above, the licence fee paid to RAI is clearly the lowest in Europe, an especially significant fact when one considers that the quality and quantity of programming provided by the Italian public service broadcaster is in line with European best practices. This programming quantity and quality is confirmed by RAI’s average daily audience share, which topped the rankings for public service broadcasting in 2004 at 44.5%. BBC ARD/ZDF France T l vision RTVE RAI 2 3 2 3 16 3 (one regional) 12 7 8 14 2 national (50 regional) 41.0% - 6 5 Average daily share (2004) 6 analogue 11 digital 34.7% 42.4% 2004 licence fee (in euros) 175.46 193.8 Revenues (2003) 5,355.4 Breakdown of revenues (2003) General channels (2004) Thematic channels (2004) National radio stations (2004) (Licence fee/gov. funding; advertising; other) Ratio of revenues other than licence fee to total revenues (2003) Workforce (2003) (source: e-media, Auditel, Audiradio, Eurodata, Nielsen) 16 28.9% 44.5% 99.6 7,283.3 116.5 government funding 2,372.0 852.1 2,815.7 4,385.7 6,412.7 1,508.9 75.0 1,432.0 0 146.0 610.5 697.2 1,095.0 969.7 625.6 152.6 80.0 288.7 18.1% 11.9% 36.4% 91.2% 49.1% 27,632 23,800 9,125 8,901 11,511 Rai Report on operations RAI in 2004 Operations Once again in 2004, RAI’s main priority for operations was to increase programming resources, which is considered a key part of the strategy of strengthening the company’s position as a multiplatform media provider. The new corporate organisation was configured precisely for the purpose of supporting this transformation in the company’s structure. The main lines of change at the heart of the new model are: • the confirmation of the central importance of the product and the focus on innovation; 17 Rai Report on operations • a development strategy that emphasises medium and long-term goals; • the introduction of operating strategies that focus on the reorganisation and efficiency of supporting activities, so as to free up resources that can then be directed to the product area. In greater detail, these objectives prompted the following actions in the area of television broadcasting: • returning central power to the networks rather than divisions; • preserving the structure of the news programmes, which is crucial in ensuring the scope and quality of information; • strengthening the capacity for innovation and development of the product offering by creating network support functions; • freeing the networks from non-programming functions; • ensuring an adequate focus on regional and international programming objectives. The progressive, generalised confirmation of strong audience numbers and the consequent satisfaction of advertisers made it possible to dedicate greater resources to television programming, both in terms of higher costs (especially for immediate-use programmes) and investment, while maintaining a selective approach that emphasises strategic programming segments. Our successes in broadcasting, with the consequent improvement in competitive position, enabled us to leverage programming on a more continuous basis, generating further sales revenues by channelling content through other platforms as well. On the cost side, we increased our focus on rationalising operating expenses and fixed costs. The most significant ongoing initiatives in 2004 can be summarised as follows: • costs: rationalisation of the purchase of goods and services and application of standard production models, with an increased focus on controlling the cost of programming and production contracts; • revenues: in addition to the increased commercial effectiveness of programming, agreements with government were developed and revenues from adjacent markets (telephony, broadband, satellite, etc.) were expanded. In essence, 2004 saw the beginning of the process of repositioning our radio and television product offering and a convincing return to a leadership position, as well as the implementation of action to recoup efficiency and effectiveness, which produced its first effects in terms of profitability. Programming The company’s programming activities are organised into the following thematic areas: Information: RAI’s information services confirmed their authority, frequency and timeliness. Pluralism and balance are also essential characteristics of the diverse product offering. In 2004, particular emphasis was placed on key current events, such as the Italian political debates, the process of European integration and the 18 Rai Report on operations signing of the EU’s Constitution, the situation in the Middle East, Italy’s participation in the peace process, and the tsunami in Asia and its devastating consequences. RAI also fulfils its role as information provider through a number of programmes of news analysis and topic-based programming and on the company’s web site, RAI.it, an Internet portal that provides news and information, weather, traffic, programme guides, and public discussion forums. Children and teens: RAI’s programming policies support the company’s commitment to in-house production dedicated to kids. The flagship programme for this age group is Melevisione, which is produced by RAI. Education, as well as entertainment, is always a primary focus, and the success of programmes like Art Attack, Disney Club, and GT Ragazzi – a news programme specifically for kids – is confirmation of the appreciation shown by all viewers, and by the younger audience in particular. The 47th edition of Zecchino d’Oro, a traditional feature of RAI’s programming for young people, was also a major success. Culture and public interest: In 2004, RAI continued its commitment to promoting topics of social, cultural and environmental interest. The programming in this area begins in the morning with Uno Mattina, Cominciamo Bene, Occhio alla Spesa, and the series of RAI Educazione broadcasts, and continues throughout in the day with the programme dedicated to the environment (Lineaverde). Cultural events are plentiful during prime time, as well, in the areas of medicine (Elisir), science and technology (Superquark, Ulisse Il Piacere della Scoperta, La Grande Storia, etc.), and public interest (Mi Manda Raitre, Chi l’ha Visto?). Series and film: The success of TV series produced by RAI continued throughout the year, with numerous programmes recounting the “Italian tale” with breadth and masterful storytelling. In a multitude of languages, TV series produced by RAI dealt with sometimes challenging current events and social issues, biographies of important figures in Italian history (Don Bosco, Virginia la Monaca di Monza), and lesser stories (Don Matteo, etc.), reaching a vast audience with their captivating storylines and artistic quality. Sports: RAI is the leading broadcaster of major sports events. 2004 was a great year for sports at RAI, with both the European soccer championships in Portugal and the enormous efforts made to broadcast the Summer Olympics in Athens live on RaiDue (“RAI Olympia”). Formula One, the Giro d’Italia, and all soccer-related programming (90° Minuto, Quelli che il Calcio, etc.) also met with great success. RAI programming also reserved a great deal of space for minor sports. The company is committed to consolidating the very encouraging results posted in all these areas of programming, without losing sight of the competitive importance of the quality of the entertainment we provide. In 2004, we confirmed the positive results achieved in the autumn of the previous year by continuing with the enhancement of RAI’s entertainment portfolio. 19 Rai Report on operations Alongside time-tested productions (Stasera Pago Io, the 54th edition of the Festival di Sanremo - the Italian Song Contest - and Miss Italia), we have also seen encouraging audience levels with new programmes such as the reality show L’Isola dei Famosi. But perhaps the most striking is the continuing success of the time slot that leads into prime time: for RaiUno: the programme Affari Tuoi has returned the channel to the top of the charts in this key time slot. The broadcasting schedule RAI’s television programming is broadcast over three networks (RaiUno, RaiDue, and RaiTre), the unencrypted satellite channels of RAI Internazionale, and the theme-based channels RAI Sport Satellite, RAI Notizie 24, RAI Edu Lab 1 and 2, and RAI Med. RAI’s well-received product offering fully complies with the obligations defined in the service contract stipulated with the Ministry of Communications, comfortably surpassing the specified programming thresholds. From 6 a.m. to midnight, the genres specified under Article 3 of the contract (news, information and analysis, culture, sport, public interest, European film and TV series, programming for kids) reached 79.5% of total programming (compared with the minimum threshold of 65% required by contract) and 93.6% for RaiTre programming (for which the minimum threshold is 80%). This programming is also provided during the most popular time slot, 8 p.m. to 11 p.m., where RAI dedicates 73% of all programming to these genres, with peaks of 83% for RaiTre. Radio programming is broadcast over five national FM networks (RadioUno, RadioDue, RadioTre, Isoradio, and GR Parlamento) and a national AM network (a unified medium-frequency broadcast) that broadcasts RadioUno with frequent opportunities for local broadcasts. RadioRAI also broadcasts locally a wide range of special programming for minority language groups. Along side this product offering, we also have the two wire radio channels, IV (easy listening) and V (classical music), as well as international Italianlanguage programming broadcast via shortwave radio by RAI Internazionale. 20.5% 79.5% 20 20.5% News & information 8.7% Analysis 1.2% Institutions 13.9% Public interest 8.7% Children & teens 3.6% Educational 5.2% Science & environment 7.7% Sports 1.3% Art films 8.7% European film and series 7.9% Non-European film/series 12.6% Other entertainment TV programming by genre (excluding advertising source: Auditel) Rai Report on operations TV programming by genre RaiTre (excluding advertising source: Auditel) 22.9% News & information 10.7% Analysis 1.0% Institutions 13.6% Public interest 9.6% Children & teens 8.9% Educational 10.2% Science & environment 7.2% Sports 2.4% Art films 7.1% European film and series 4.1% Non-European film/series 2.3% Other entertainment 6.4% 93.6% Radio programming by genre (source: Audiradio) 13% 11% News 32% Music 2% Service 15% Information 4% Public interest 14% Culture 9% Society 13% Entertainment 87% Analogue TV broadcasts Nationwide (*) RAIUNO RAIDUE RAITRE Via satellite RaiSport Rai Notizie 24 Rai Edu Cultura Rai Edu Lab Rai Med Local - in Italian - in German - in Ladin - in Slovenian - in French International Total Analogue radio broadcasts 2004 % 2003 % 8,784 8,784 8,335 25,903 11.1 11.1 10.5 32.7 8,760 8,760 8,486 26,006 11.1 11.1 10.7 32.9 8,784 8,784 8,784 8,784 2,196 37,332 11.1 11.1 11.1 11.1 2.7 47.1 8,760 8,760 8,760 8,760 2,190 37,230 11.1 11.1 11.1 11.1 2.7 47.1 6,118 744 47 301 92 7,302 7.7 0.9 0.1 0.4 0.1 9.2 5,924 724 46 239 80 7,013 7.5 0.9 0.1 0.3 0.1 8.9 8,784 79,321 11.1 100.0 8,760 79,009 11.1 100.0 2004 % 2003 % 8,627 8,784 8,784 26,195 13.0 13.1 13.1 39.2 8,603 8,760 8,760 26,123 12.9 13.1 13.1 39.1 5,448 4,831 369 4,573 152 15,373 8.2 7.2 0.6 6.8 0.2 23.0 5,430 4,813 372 4,541 130 15,286 8.1 7.2 0.6 6.8 0.2 22.9 GR Parlamento (**) Isoradio (**) International (***) Total 5,124 8,784 11,300 66,776 7.7 13.1 17.0 100.0 5,110 8,760 11,576 66,855 7.6 13.1 17.3 100.0 Other: Wire radio (IV + V) 13,176 Nationwide RadioUno (**) RadioDue (**) RadioTre (**) Local (**) - in Italian - in German - in Ladin - in Slovenian - in French (*) figures for nationwide broadcasts differ from those on page 17 in the chart “Hours of broadcasting” in that they include advertising, infomercials, and promotional content (**) including via satellite (***) 11,300 hours of shortwave broadcasting; 1,380 hours of medium-wave 21 Rai Report on operations TV Division Networks In 2004, RaiUno provided intellectually stimulating programming and promoted dialogue with its viewing public, so as to strengthen its role as public service broadcaster and information provider, as well as to consolidate its position as the leading Italian network. A distinguishing feature of its programming are its live broadcasts, as these and other time-tested magazine formats are a means of remaining in close contact with viewers from when they wake up in the morning and throughout the day, and ending in the evening with high-quality TV series, film, seasonal events, and the various other forms of entertainment. During the year, we made a particular commitment to creating an upcoming season of reality shows, such as Il Ristorante, developed in accordance with RaiUno’s traditional principles and methods in order to unite traditional forms of entertainment and new broadcasting styles and formats. Public interest Entertainment Uno mattina Occhio alla spesa Affari tuoi Stasera pago io revolution ...Ma il cielo è sempre più blu Sogni Trash Una giornata particolare Adesso sposami I raccomandati Il Ristorante La prova del cuoco Casa Raiuno Events: Festival di Sanremo Miss Italia La partita del cuore Telethon Culture/ science/ environment/ society Sports Film / series Passaggio a Nord Ovest Linea verde Linea blu La seconda guerra mondiale European soccer championships Formula 1 90° minuto Monday-night movies: Faccia a Faccia La carica dei 102 Kate & Leopold Apocalipse Now TV series: Un medico in famiglia Orgoglio La tassista Il Commissario Rex Un ciclone in convento La omicidi Don Matteo Information Porta a Porta Batti e ribatti La vita in diretta RaiDue has continued its broadcasting strategy that targets the younger, more active audience with topics that include public service, sports and programming for children and teens, confirming the network’s philosophy behind its approach to music, culture, and entertainment that goes beyond magazine programming and other “packaged” formats. Two of the most significant events include the reality shows L’Isola dei Famosi and Music Farm. 22 Rai Report on operations Public interest Information Entertainment Vivere in salute 10 minuti di Confronti Italia sul 2 L’isola dei famosi Music Farm Bulldozer My compilation CD Live Culture/ science/ environment/ society Vojager TV series Kids Sport E.R. Medici in prima linea Senza traccia Friends Disney Club Go cart L’albero azzurro Quelli che il calcio La domenica sportiva Sport sera Studio sprint With deep roots in public service broadcasting and a marked focus on promoting and analysing social and cultural themes, always on the side of the viewing public, RaiTre programming clearly reflects the network’s audience: viewers seeking to enrich their knowledge and culture with the help of the media. Important experience has been gained in TV for children and teens (La Melevisione, Treddi, Screensaver, Il Giornale del Fantabosco, and È Domenica Papà) and the evening TV series produced by RAI, Un Posto al Sole, which faces social issues in line with the network’s identity. Public interest Culture/ science/ environment/ society Mi manda RaiTre Chi l’ha visto Cominciamo bene Racconti di vita Un giorno in pretura La Grande Storia Correva l’anno Elisir Per un pugno di libri Blob Doc3 La musica di RaiTre Information Kids Ballarò Report Blu notte Italiani C’era una volta Ombre sul giallo La Melevisione Screensaver Treddi Il giornale del Fantabosco Sfide Geo&Geo Alle falde del Kilimangiaro Gaia Ulisse Passepartout Il pianeta delle meraviglie Prima della Prima RAI Internazionale broadcasts the best of RAI programming throughout the world, together with original programmes designed for Italians living abroad and anyone else with an interest in or connection with this country. RAI Internazionale operates under a convention with the Prime Minister’s Office to develop the public service aspect of international broadcasting and to meet the needs of the international Italian community for information and services. In 2004, the network produced more than 700 hours of television broadcasts (48% information and 52% other programming) and 1,380 hours of radio broadcasts (59% information and 41% other programming). Among the initiatives of particular note: Qui Roma, Sestante, Cristianità, l’Italiana, Sportello Italia, L’agenda italiana e L’agendina, Il caffè, Anteprima TV, Le voci dell’italiano, Un’ora con voi, Sport Italia, Non solo calcio, and La grande giostra del gol. 23 Rai Report on operations During 2004, RAI Notte programming continued down “memory lane” with high-quality programming taken from the RAI Teche archives (films, TV series, documentaries, entertainment, and TV history anthologies) and a social theme with programming produced by RAI and focusing on issues related to modern-day Italian society and analysis of specific cultural themes (music, publishing, art, cinema, and theatre). Total programming on RaiUno, RaiDue, and – from November – RaiTre came to about 2,400 hours, of which 1,400 hours of programmes with a historical focus. News & Information Again in 2004, the news programme TG1 confirmed its leadership in audience share for all twelve editions. In fact, the evening edition of TG1 (at 8 p.m.) has led the rankings of the most popular news broadcasts for more than 30 months, with an annual daily average of more than 6.8 million viewers (a 31.3% share) and posting constant growth throughout the year (up to 32.34% in December). TG1 news is supplemented by a variety of standard segments (TG1 Economia, Speciale TG1, TV7, Libri). In October, the broadcast was further enriched with the addition of five more weekly segments (Turbo, Musica, Cinema, Mostre ed Eventi, and Teatro) which air immediately following the evening edition and are repeated after the late-night edition. Of particular importance, too, was the success of the special editions on the delicate situation in Iraq, with the dramatic involvement of the Italian military and Italian civilians, as well as on the U.S. elections and the tsunami disaster in Asia. In 2004, TG2 totalled 1,277 hours of broadcasts: 648 hours of news; 277 hours of information and analysis (Costume e Società, Salute, Medicina 33, Eat Parade, Motori, Neon Cinema, Neon Libri, Si Viaggiare, and Nonsolosoldi); and 71 hours of special segments (Dossier and Dossier Storie), in addition to segments for the weather and the lottery drawing. Changes in 2004 included pushing back the 6 p.m. afternoon edition to become the early evening edition at 6:30, thereby becoming the first evening broadcast of RAI’s news programming. TG3 was once again well received by the viewing audience in 2004, with five editions throughout the day and 800 hours of broadcasts (568 hours of news and 185 hours of special segments). Information and analysis is provided by the following special segments: Primo Piano; Agenda del Mondo covering international issues and non-profit organisations; Agri3; Chi è di Scena for the theatre; Cifre in Chiaro for the economy; GT Ragazzi; Punto Donna; Sabato Notte for culture; and Shukran on immigration). In 2004, the TGR regional news desk continued the process of innovation in terms of both technical and human resources: the position of “resident editor” has proven to be the key to more flexible regional coverage, and a number of standards of digital technology have been defined to facilitate this. 24 Notte Rai Report on operations TGR provides: • daily regional news broadcasts, including 3 on TV and 2 via radio; • Il Settimanale, analysis of regional news, culture, economy, politics, society and entertainment; • daily segments on science (Leonardo) and technology and the Internet (Neapolis); • 9 weekly segments on the environment, culture, art, the economy and international topics (Estovest and Levante, Ambiente Italia, Mediterraneo, Bellitalia, Italia Agricoltura, Economia e Lavoro, Europa and RegionEuropa); more than 200 hours (including TV and radio) of political discussion and public • service announcements; • Riva Sud: analysis of the economy and development of Mediterranean countries as part of RAI Med; • radio and television programmes in Italian, French, German, Slovenian and Ladin broadcast by the offices located in the Italian regions that enjoy special autonomy. The news desk produced 6,000 hours of informative TV broadcasts, 6,500 hours of informative radio broadcasts, and more than 35,000 contributions to other RAI programmes. Tribune e Servizi Parlamentari (TSP) provides daily information on the workings of Italian Parliament and, in general, on Italian politics and government with 281 hours of television broadcasts and more than 23 hours of radio programming (with news programmes, live broadcasts from Parliament, and Question Time). Programming comprises the three daily editions of TG Parlamento, the segment Speciale Europa, and four segments of analysis (Settegiorni al Parlamento, Giorni d’Europa, Speciale Europa presenta Euro Zone, and TSP/Regioni). In 2004, 68 debates (for a total of more than 33 hours) were also broadcast, with a particular focus on the European elections. In 2004, RAI Sport was particularly committed to two major sporting events: the Summer Olympics in Athens and the European soccer championships in Portugal. The Olympics, in particular, absorbed significant resources in order to transform RaiDue into the Olympic network, dedicated entirely to live broadcasts, tape-delayed events, and analysis of everything happening in and around the event. RAI Sport completed its programming with the traditional attention paid to Formula One, cycling (with live coverage of the Giro d’Italia and the Tour de France), the soccer championships, world cup skiing, athletics, swimming, and other team sports. Alongside the traditional news programmes (Sport sera, RAISport Notizie, RAISport3) and other programmes (90° minuto, La domenica sportiva, Dribbling, Stadio 2 Sprint, Sport 2 sera and Domenica Sprint), of particular note was the launch of the digital studio for RAI Sport Satellite, a sports channel offering the news bulletins brought to the public with a host. 25 Rai Report on operations RaiNews 24 is RAI’s multimedia news channel that broadcasts digitally 24 hours a day, 7 days a week, on the Internet and other new media. The programming includes news updates every 30 minutes with analysis of the leading stories, weather and traffic information, and daily and weekly topic-specific supplements. Rai Notizie 24 monitors press agencies, video, and foreign broadcasters, and provides formats for television, the web, and mobile telephony (both GPRS and UMTS). In 2004, Televideo further enhanced the quality and quantity of the information provided in its national teletext service. It also expanded its offering of public services in agreement with the Social Secretariat and other public entities. In accordance with the service contract, Televideo provides the subtitles for the hearing impaired and telesoftware programming for the blind. Without doubt, the challenges for the years to come will be related to the development of content in order to compete with the growing popularity of the Internet. Significant events in 2004: • the entrance into digital terrestrial television by transporting the high-value production of news to the new platform; • the redesign of the web site in terms of both graphics and functionality; • reaching the goal of subtitling three news programmes for the hearing impaired one year ahead of the schedule specified in the service contract; • the strengthening of the 21 regional editions with a doubling of the user base to 5.6 million readers. Genres RAI Cinema’s role is the acquisition of films, TV series, and cartoons and the development of activities related to the production of Italian and European films for its primary customer, RAI. However, the company is also working to broaden its range of action by increasing its customer base and the number of services in a market-oriented approach, although the satisfaction of RAI programming needs will remain the company’s core business. To that end, along side the exclusive relationship with RAI for the broadcast of free TV, there is also the creation of a direct channel in the distribution of theatrical and home video through the establishment, in July 2001, of 01 Distribution (held in partnership with Studio Canal until July 2003, but now wholly owned). RAI Cinema’s objectives include the development of films and the acquisition of other Italian and European films, which are in fact the primary product within the quota defined by the service contract between RAI and the Ministry of Communications. In 2004, rights acquisition activities were aimed at theatrical and home video products both for the current year and for the future. RAI Cinema continued 26 Rai Report on operations its pursuit of the medium to long-term procurement strategy begun at the end of 2001, which emphasises the acquisition of packages that closely meet RAI’s programming needs, both in terms of quantities and genres, and visibility, so that the value of the product can be determined accurately. The company also continued with its longstanding policy (launched in 2001) of acquiring full rights to the use of carefully selected foreign films for a significant period of time. On the one hand, this policy enables optimal use of the product across the range of available channels in order to be able to recoup the greater investment made, while, on the other, it makes relations with the distributors/sellers more efficient, in part because it becomes possible to select and acquire products on a case-by-case basis. In the film production area, RAI Cinema continued to focus on creating films that join quality and popular success. The company targeted both the films of the great names in Italian cinema and the debut works of the up and coming. This resulted, towards the end of 2004, in the release of three important Italian films distributed by 01 Distribution – Le Chiavi di Casa, by Gianni Amelio; La Vita che Vorrei, by Giuseppe Piccioni; and Ovunque Sei, by Michele Placido – crowning efforts of an increasingly close focus on Italian cinema. The growth in RAI Cinema’s production of debut works and a focus on experimental cinema continued in 2004 with 12 films, two more than in the previous year. As mentioned above, RAI Cinema also distributes home video through its subsidiary, 01 Distribution. Last year, 01 Distribution consolidated its brand and position within Italian film and home video markets. In fact, the company recorded its greatest box office numbers ever; while in the area of home video, it completed the transition from distribution through third-party providers to direct distribution by creating an in-house unit that makes it possible for the company to maintain a presence in both markets under the same brand. This generated synergies that are not commonly found in the Italian market. Among the most important films of 2004, of particular note were: Le Chiavi di Casa, by Gianni Amelio, with ticket sales of over 4 million Euro; Ovunque Sei, by Michele Placido and starring Stefano Accorsi; The Phantom of the Opera; and Shall We Dance?, with Richard Gere and Jennifer Lopez, which recorded ticket sales of more than 12 million Euro. In the home video segment, direct distribution began at the end of August and met with great success, even though the video catalogue certainly has a great deal of room for improvement. 27 Rai Report on operations Rai Fiction produces TV programming, where RAI has established a position of recognised leadership, both in audience (122 prime time broadcasts on RaiUno and an average share of 27%) and in programme quality. In 2004, the offering of prime time TV series posted excellent results with the launch of new series (Orgoglio, Amanti e segreti), confirmation of the success of already popular shows (Un medico in famiglia, Don Matteo, and Incantesimo), and a number of prestigious miniseries (La fuga degli innocenti, Raccontami una storia, Don Bosco, Cime Tempestose, La Monaca di Monza, Le cinque giornate di Milano, and others). Also of note was the significant contribution in the area of cartoons made in Italy and in Europe, which far exceeded U.S. and Japanese productions within RAI programming. In 2004, RAI Educazione broadcast about 690 hours of programming (with 434 hours of premiere broadcasts on RaiTre, 41 hours on RaiDue, and 32 hours on RaiUno). Particularly successful programmes included: La Storia siamo noi, Il grande Talk, Quarto piano scala a destra, Diario di famiglia. Activities in the area of theme-based satellite channels focused on Divertinglese and Divertipc on RAI Edu 1, which were developed as part of our relationship with the Ministry of Education, and Explora on RAI Edu 2, which is dedicated to science and medicine. TV Support RAI Teche Last year saw the continuation of intensive efforts to gather, catalogue, digitise and maximise the value of RAI’s immense portfolio of documentary and historical heritage. This commitment was flanked by the significant creative efforts required for the two events that characterised the year: the 50th anniversary of television in Italy and the 80th anniversary of radio in the country. RAI Teche worked together with all of the channels and programmes of the Group in order to assist with research and reproduction of material, to support the production and distribution of RAI products, and to facilitate access to the archives by researchers and non-profit organisations. RAI Teche and RAI Eri produced the book and the multimedia CD RicordeRai, which was awarded the Premio Ostia and the special jury prize at the Salerno Film Festival, to celebrate the 50th anniversary of Italian television. The RAI Teche archives in numbers: • 38,050 hours of historical material and 34,325 hours of daily TV material digitised and documented; • 46,834 hours of historical material and 35,712 hours of daily radio material digitised and documented; • 932,073 hours of fully accessible audio-visual material; • 39,000 viewable photos; • 7,755 registered users of the multimedia catalogue; • 6,173,614 searches of the multimedia catalogue in 2004. 28 Teche Rai Report on operations Audience In 2004, as mentioned above, the television audience reached all-time highs: the full-day audience reached an average of 9.2 million viewers, and the prime-time audience surpassed the 25 million mark for the first time. These numbers are essentially due to the major sporting events during the year and, in part, to the increase in viewers of satellite broadcasts (an area in which RAI has a prestigious free and pay-TV product offering on the Sky platform). Daytime (7 a.m. - 2 p.m.) With the increase in satellite TV (+1.6%), RAI essentially maintained its position, with a slight drop of just 0.6% - less than that of its main competitor - for an audience share of 44.56%. RaiUno is the confirmed leader with a share of 23.10%, down just 0.5 points, with RaiDue once again the third most popular Italian network, outpacing Italia 1 by nearly 0.8 points, and RaiTre still in fifth place with a share of 9.15%, compared with 8.90% for Rete 4. Satellite TV acquired a share of more than 4% in this time band. Prime time (8:30-10:30 p.m.) RAI increased its share by 1.7 percentage points, even greater than that of satellite TV (+1.5%), to reach 46.40% and regain a clear lead after two years of losing ground against its main competitors during prime time. RaiUno ended the year with an exceptional 25.67% share, an increase of more than 2 points from 2003, thanks to the great success of Affari Tuoi, a lead-in programme to prime time, and the programming in the 9-11 p.m. time slot as a whole (+1.3%). 29 Rai Report on operations RaiDue’s 11.12% share places it nearly level with Italia 1 (with a share of 11.17%), while RaiTre held steady in fifth and in front of Rete 4 by 0.76 points. RAI leads the way not only in terms of audience numbers, but also programme quality. RAI is at the top of nearly every broadcasting category, based on Auditel data: • the most watched programme in 2004, the Italy-Bulgaria match at the European soccer championships (with over 21 million viewers and a 71.25% share); • 6 RAI programmes in the top 10 most watched shows (including Affari Tuoi and Un Medico in Famiglia, with shares of 45.89% and 41.61%, respectively); • leadership in public service broadcasts regarding culture, science, information, and analysis; • leadership in sports broadcasts (soccer and Formula One, as well as the highly successful Summer Olympics and the European soccer championships); • the excellent results of the major events in the world of entertainment (such as the 54th Festival di San Remo and the Miss Italia finals) and reality shows (with nearly 11 million viewers for L’Isola dei Famosi); • the success of the TV series produced by RAI. At least as important as all of these successes is the continuing leadership of the main editions of the company’s news programmes. Afternoon time slots time edition share 13:00 TG2 - daytime TG5 TG1 TG4 22.5 26.3 28.9 8.0 14:00 TGR 14:20 TG3 13:30 30 Evening time slots time edition share 19:00 TG3 TG4 15.7 8.3 19:30 TGR 17.2 17.3 20:00 12.0 20:30 TG1 TG5 TG2 31.3 27.7 10.7 News share (source: Auditel) Rai Report on operations Quality and satisfaction The IQS project (Indicatore di Qualità e Soddisfazione – Quality and Satisfaction Index) began in 1996 as an experiment to create a system of monitoring quality as perceived by viewers. The 2003-2005 service contract assigns strategic importance to the quality of programming and calls for the establishment of a joint commission (with two members from the Consiglio Nazionale degli Utenti – the national radio and TV users council - two from RAI, and one from the Ministry of Communications) to verify the steps taken to implement the principles followed in assessing the quality of television and radio programming. The commission conducted a preliminary study to define the quality targets and verify the parameters for measuring perceived quality, which include parameters for television programming in general, as well as specific parameters for the various genres and for the RAI product offering. The process establishes: • the reference population: Italians 15 years and older; • the survey: 1,500 phone calls for a total of 800 valid interviews each day; • timeframe: 7 days a week, 250 days per year; • scope of the survey: RAI programming from 7 a.m. to midnight; • research institutes: Doxa for the survey; evaluation and certification by the Consorzio Interuniversitario per le Applicazioni di Supercalcolo e Ricerca (CASPUR); • IQS index: on a scale of 1 to 100. IQS Index by genre Culture TV series Films Entertainment Information Sports shows Public interest and social News Cartoons Programmes for children 7:00-24:00 time slot 21:00-23:00 time slot 86.6 78.2 71.4 79.2 77.2 75.1 83.4 75.6 86.6 89.1 86.8 78.4 71.4 75.5 77.4 74.7 84.0 31 Rai Report on operations Radio Division Radio RAI continued its commitment in 2004 to achieving the goals of: • confirming an emphasis each day on the leading domestic and international news stories; • providing listeners with timely, accurate, and authoritative information; • making room for the views of all of the nation’s social, cultural, and political groups. Performance for the year was positive in a number of areas, particularly for RadioUno and RadioTre as a result of the major sporting events, for the former, and the high degree of listener loyalty for the latter. The guidelines of the business plan approved during the year call for a search for solutions able to restore the competitiveness of RadioDue, as well, which traditionally targets a younger audience more susceptible to the aggressiveness of the great many commercial networks. In May 2004, the unification of the medium-frequency broadcasts led to the closure of Radio2 and Radio3, which, in part, penalised the more traditional audience. During the year, a series of technology investments were planned to improve the quality of FM broadcasting, which is affected by longstanding critical issues and structural defects (interference) resulting from the rapid expansion of local broadcasters. The top radio station in terms of audience Station dedicated to news, current events, and analysis (politics, economy, society, science and technology) Station dedicated to entertainment, rock and pop music, and direct contact with listeners Young audience News and commentary for sporting events Segments for information 32 Station dedicated to highquality music, cultural events, the promotion of art, national and international musical events, theatre and high-quality cinema, and the major international issues in politics and the economy Analysis in the fields of science and philosophy regional Radio news leader with more than 50 editions broadcast via radio and over the Internet Station that provides information regarding the Italian Senate and Chamber of Deputies. Information for people on the move, providing frequent updates on traffic, safety, weather, and transport. GR1 for general news, GR2 for social and youth issues, GR3 for the economy and international news Segments of analysis, debate, and press reviews Segments of analysis (employment, health, free time, and the environment) and music Rai Report on operations These are a few of RadioRAI’s most successful broadcasts: • on RadioUno: Radio anch’io, Tutto il calcio, Questione di soldi, Italia, istruzioni per l’uso, Zapping, Baobab, Con parole mie, Ho perso il trend, Baco del millennio, La Radio ne parla, Zona Cesarini, i Concerti del venerdì; • on RadioDue: Viva Radio2, Il ruggito del coniglio, Fabio&Fiamma, Caterpillar, 28 minuti, Atlantis, Catersport, Il Cammello di Radio2, Condor, Black out, Hit Parade Live Show, Giocando, 610 - Sei uno zero; • on RadioTre: Prima pagina, Fahrenheit, Hollywood party, Radio3 Scienza, Radio3 Mondo, La barcaccia, Radio3 Suite, Ad alta voce, Il terzo anello, I Concerti del Quirinale, Uomini e profeti. Audience In the highly competitive landscape and extreme diversity in available programming that characterised the year 2004, RadioRai posted moderately positive results: • RadioUno maintained its position of leadership with 7,212 thousand listeners, thereby reversing the downward trend of the previous years (+1.4% from 2003); • RadioDue, with 4,502 thousand listeners, remained in third place in terms of average daily audience despite a certain decline from 2003 (-6.1%); • RadioTre, with 2,125 thousand listeners, remained in eighth place but increased significantly over the previous year (+6.8%); • Isoradio, with an average of 1,212 thousand users per day, decreased compared with 2003 (-14.2%). 33 Rai Report on operations New Media & DTT Division The RAI Group and its subsidiaries, including RAI Sat, RAI Net and RAI Click, are keenly focused on developing business in media areas that complement radio and television. This includes specific initiatives in the production of thematic channels distributed via satellite on the Sky platform (including the channels Extra, Premium, Gambero Rosso, Ragazzi, and Cinema World), the publication of multimedia content on the web, and video-on-demand over broadband connections (on the RAI Click web site and for Fastweb users). In confirmation of the important development in these media, Sky subscribers with access to the RAI Sat theme-based channels through the Primo Sky package totalled 3.06 million at the end of the year, while subscribers with access to the RAI Sat Cinema World channel through the Cinema Premium package numbered 2.79 million. Alongside these well established activities, the RAI Group has signed agreements for the distribution of information and multimedia content to the mobile telephony market. Digital Terrestrial Television The year 2004 was a crucial one for RAI’s commitment to developing the digital terrestrial television (DTT) project, in accordance with the agreement stipulated with the Ministry of Communications, and included the start of digital broadcasting at the beginning of the year. The radio and TV programming on the two multiplexes, which cover 70% of the population as of the start of 2005, is as follows: • Multiplex 1: RaiUno, RaiDue, RaiTre (simulcast with their corresponding analogue broadcasts); • Multiplex 2: Rai Sport, Rai Notizie 24, Rai Edu1 (simulcast with their corresponding satellite broadcasts), RaiDoc, RaiUtile (channels created specifically for DTT), RadioUno, RadioDue, RadioTre, and V, the wire radio station. RaiDoc is dedicated to high-quality cultural entertainment (art, music, theatre, cinema, literature, dance, opera, and so on), with prime-time broadcasts of entertainment that you are not likely to find on the other more generic networks. Since September, RaiDoc programming has included the productions of RaiFutura, whose mission is to create and produce experimental programmes with new protagonists and new production models. The channel has created 1,140 hours of premiere transmissions so far. RaiUtile provides a public forum for civil society, business, government, schools and universities. The channel is particularly innovative because of the way it interacts with its viewers. The channel’s interactive portal is home to Italia Utile – an 34 Rai Report on operations application created in collaboration with the Centro Nazionale per l’Informatica della Pubblica Amministrazione (the National Centre for IT in Government CNIPA) – which digitises a portion of the content found on Italia.gov.it, the national portal for the Italian public. In 2004, the channel achieved 537 hours of premiere transmissions. In 2004, interactive programming included the following applications: • Guida!: an interactive programme guide for the 8 digital channels; • Televideo teletext service; • La Radio: an interactive radio programming guide; • the Rai Notizie 24 portal; • the Rai Utile portal. In addition, 42 transmissions were made interactive (including the Festival di Sanremo, I 50 Anni della RAI, the European elections, the Olympics, the Paralympics, the European soccer championships) with information magazines always on the air, totalling an additional 174 days of programming. The guidelines for the development of DTT call for the definition, where possible, of agreements able to place RAI at the heart of the market for the new services made possible by digital technology, as well as the provision of high-quality programming so that the Group can continue to achieve success in experimental television. Actually, RAI is the key contact for Italian government and its initiatives in t-government, communication and training involving the public. Commercial Division The development of commercial activities in the field of advertising is entrusted to SIPRA, a subsidiary of the RAI Group that manages advertising on the television and radio networks, as well as on the teletext service, the free and pay-TV satellite channels (the theme-based RAI Sat channels and the channels managed by RAI Trade), the interactive RAI Click channels, the RAI.it portal, and the cinema segment. SIPRA advertising revenues (millions of euros) 1,096.1 Television 76.1 Radio 8.6 Other RAI 31.4 Film 3.7 Other 0.9 Internet 1.6 Pay Rai Trade 1.0 Pay Rai Sat 0.2 Other 35 Rai Report on operations As noted earlier, the results for 2004 were extremely positive, outperforming the market in the area of television revenues, due in part to the major sporting events during the year and the general recovery in audience for the RAI networks, particularly in the high-value time slots. The drivers of this growth included: • the increase in marketing activities targeting customers, with specific initiatives for the European soccer championships and the Olympics; • the development of film advertising and the promotion of radio; • internal reorganisation, with particular regard to the development of sales structures, the corporate information system, and business support systems. Two initiatives are of particular note: • the launch of a new working group dedicated to testing for advertising in relation to programmes intended for digital broadcast in collaboration with the relevant divisions; • testing in 2004 within the Lombardy region of the new development network responsible for initiating relations with customers that traditionally tend to invest in media other than those that are managed by SIPRA (print media, billboards, etc.). The findings of the testing suggest that the project should be extended to other regions. In order to optimise the commercial development of the Group as regards revenues other than advertising and the licence fee and as part of the corporate restructuring mentioned above, we have created a specific structure dedicated to sales development and coordination. The initiatives planned are aimed at: • defining global sales strategies for the Group; • identifying new revenue opportunities in domestic and international markets and developing the related business plans; • coordinating the Group’s sales revenue plan. The actions taken, which have already produced concrete results, involved: • the maintenance and development of established revenue areas (such as the conventions for government communications); • the identification of global sales strategies in the telecommunications market (UMTS, ADSL and other broadband, etc.); • the implementation of initiatives aimed at exploiting the opportunities offered by the new media market; • the coordination of sales activities related to the programming of the three main networks, in part through the joint development of strategies for maximising commercial revenues; • the definition of initiatives aimed at consolidating and developing commercial opportunities for the Group. 36 Rai Report on operations In terms of commercial distribution, RAI Trade has focused on consolidating activities connected with its agreement with the parent company (sale of rights to sporting events, TV series, etc.), as well as developing the management of rights related to the mobile telephony market. It is also worth highlighting the successes seen in the area of music sales. Of particular note in 2004 were: • music was driven by significant growth in the product catalogue, with ethnic and contemporary music, the production of music for radio and television, and the creation of new recordings generating greater revenues than originally expected. The compilation for the Festival di Sanremo was also particularly successful; • the sale of rights to sports events posted solid performance, particularly the rights to the events and news for the Athens Olympics and the European soccer championships. Also of note is the co-distribution agreement with SEDS (Sportfive Group) for the foreign distribution of the Italian soccer championships; • film and TV series posted higher sales despite difficulties related to strategic and operational issues in international markets; • the thematic channels, thanks in particular to the increase in subscribers to the Inter Channel and the recent distribution via Fastweb, confirmed their solid performance; • home video benefited from co-distribution and licensing agreements. The Momenti di Gloria initiative in collaboration with RCS Gazzetta dello Sport posted strong results; • the production of high-quality music and music sales optimised their business by focusing, above all, on agreements with the major Italian cultural organisations, as well as on TV and DVD rights and the maximisation of the value RAI’s historical archives. Broadcasting Division During the year, this division, which is managed by Rai Way, was characterised by the launch of projects to implement the unified network for medium-wave radio broadcasting, as well as the development of the digital terrestrial television project. With regard to the former, on 15 May redundant systems were shut down, and investment began for the completion of the new network. Investments also focused on improving and upgrading systems in order to maintain quality and availability at the levels required by the service contract. On the commercial side, we are currently experiencing a slowdown in demand for the provision of network infrastructures primarily for telecommunications companies, public administration, and broadcasting, as well as a contraction in the market for broadcasting services due to the repositioning of a number of broadcasters. 37 Rai Report on operations Financial performance In 2004, the results for the Group showed a positive trend both in terms of profits and financial position. The net profit for the Group (82 million Euro) was essentially in line with 2003, despite the costs related to the major sporting events during the year, while the net financial position, at a positive 124 million Euro, marked a sharp improvement on the previous year. More specifically, the gross operating margin (759 million Euro) and operating profit (89.5 million Euro), excluding the cost of the major sporting events for the year and the subsequent increase in advertising revenues (net effect in the order of 100 million Euro), improved by more than 50 million Euro and 10 million Euro, respectively. Operations were characterised by the favourable trend in consolidated revenues, which exceeded 3 billion Euro, an increase of 6% over 2003. Viewer satisfaction, and the consequent appreciation of advertisers, translated into a significant increase in advertising revenues, which grew by over 11%, more than the market average. The number of licensed viewers also increased (by more than 400,000), in confirmation of the trust the public has shown in RAI. Also affecting 2004 results for the Group was an improvement in our tax position, due primarily to the recognition of deferred tax assets related, in particular, to the significant level of taxable provisions on the Group’s balance sheet. 38 Rai Report on operations In terms of operating expenses (2,273 million Euro), more than half of the increase over the previous year (+11%) is related to costs in respect of the major sporting events (the Summer Olympics and the European soccer championships totalled nearly 130 million Euro in rights alone), along with the initiatives to strengthen television programming that began in the autumn of 2003. Efforts also continued to rationalise purchasing, which helped curb the overall increase in operating costs. With regard to the Group’s subsidiaries, operations for the year focused on consolidating their strategic market positions and on optimising the various synergies within the Group. In the area of film rights in particular, sales rose in the film distribution market (theatrical and home video, etc.) in conjunction with an investment strategy which, as in previous years, focused especially on enriching the portfolio of premium repeat-use products. Sales also benefited from the consolidation of activities to take advantage of rights to sporting events internationally, as well as from the maximisation of the product value in the telecommunications segment and in that of new media (satellite, Internet, broadband, etc.). Finally, in the area of digital terrestrial broadcasting, the significant investments during the year enabled us to meet the statutory coverage requirements (more than 70% of the population for both multiplexes). This improvement in profitability was also accompanied by an improvement in our balance sheet and financial position. The Group strengthened its balance sheet and recorded a positive net financial position of 124 million Euro, an improvement of 90 million Euro over the previous year. It is also important to note that the average financial position for the year turned positive for the first time in seven years (at 26 million Euro). Cash flow was also affected by outflows of about 100 million Euro related to the rights to major sporting events, both for 2004 and for future events. The parent company also closed 2004 on a positive note with a net profit of 113 million Euro, significantly better than the previous year (24.5 million Euro). In addition to the factors described for the Group as a whole, the parent company’s result was affected by the elimination of tax distortions, as required by under current legislation (see the notes to the financial statements for more information). The positive earnings performance was also reflected in cash flow, which boosted the net financial position of RAI SpA from 191 million Euro in 2003 to more than 268 million Euro in 2004. Furthermore, last year’s performance was better than the forecasts used in preparing the 2005-2007 business plan (i.e. growth in gross operating profit of around 5% and an increase in the net financial position of around 80 million Euro), which was developed to support the process of privatisation. 39 Rai Report on operations The achievement in 2004 of some of the targets for the full three years thereby reinforces the reliability of the business plan’s forecasts. For further information on the income statement, the balance sheet and the financial situation, please see the related sections below both for the Group and for the parent company, RAI SpA, as well as the notes to the financial statements. Human Resources The new corporate structure became operational in 2004, replacing the divisional model adopted in 1999 with six macro-areas that are in line with the objectives established for the 2004-2006 business plan. The Human Resources and Organisation Department designed and implemented the new structure, defining the corporate divisions, their related missions and the structure of responsibilities and redesigning processes. Of particular significance was the work done to redistribute corporate resources in line with this new structure. With regard to compensation policies, in the early part of the year an analysis of skills was also carried out in conjunction with the preparation of the budget for all employees. A programme was also prepared to analyse the MBO plan in order to rationalise the experiences of past years with a view to continuing to perfect this management and motivational tool, which, more than any other, is seen to be directly linked to corporate results. Training and internal communication Some 160 employees participated in inter-company or in-house professional or managerial training courses. Foreign language training for journalists and executives with international responsibilities also continued in 2004. On the issue of job safety, of particular note were the initiatives for employees active in high-risk areas, such as journalists and other employees in Iraq, and skill updating for those on fire and first-aid teams. With the help of Istituto Superiore per la Sicurezza sul Lavoro (ISPESL), an Italian organisation for workplace safety, a multimedia product was completed to provide “video-terminal” training. RAI’s document on safety, fire prevention and first aid was also revised, in part in response to the changes involved in implementing the new corporate structure. 40 Rai Report on operations In the areas closer to the company’s core business, courses were held in relation to the introduction of digital terrestrial television and on the use of digital video cameras, and the two-year masters programme for television screenwriters came to a close. A seminar on “television and minors” was also held. As for external training activities, courses were organised for the employees of Iraqi television broadcasters and, as part of the European “CARDS” project, for the journalists of the Serbian broadcaster RDP92 and the Bosnian broadcaster Alternativa Televizija, and about 350 interns from various schools and organisations were also accepted. On the internal communication front, in addition to the routine management and maintenance of the intranet used to disseminate useful information to employees, a great deal of effort was dedicated to communications regarding the corporate reorganisation. Labour relations The key events in the area of labour relations included: • the renewal, on 25 May, of the supplemental agreement for management for 2004-2005, which had expired on 31 December 2003; • the signing, on 9 June 2004, of the agreement with the trade unions for the establishment of a pool of directors for fixed-term appointments, consisting of candidates with at least 1300 days of experience in this position; • the signing, on 23 December, of the proposal for the renewal of the collective bargaining agreement for middle management, office staff and workers, the compensation portion of which is to expire on 31 December 2005, with the regulations portion expiring on 31 December 2007. The trade unions provided their response on 3 February and 22 February 2005. With regard to journalists, of particular importance was the signing, on 23 February 2005, of the agreement with USIGRAI regarding non-permanent employment, which calls for: • the creation of a pool of 300 qualified journalists on call; • the commitment of the company to use the journalists in this pool at least 8 months per year, for a five-year period, on temporary contracts; • the hiring on permanent contracts of the first 100 journalists (with a portion for the regional offices) by 30 June 2009; • the formalisation, by way of a settlement agreement, of the commitment of the journalists in the pool not to file legal action against the company for the period of application of the agreement. The agreement will therefore have positive effects on the outcome of the legal dispute under way and, in particular, on the phenomenon of court-ordered reinstatement for the years to come. Finally, the new text of the supplemental company-level contract for journalists was also signed during the year. 41 Rai Report on operations The workforce at 31 December 2004 totalled 10,064 employees, compared with 9,983 at the beginning of the year. A total of 152 people left the company, while new hires numbered 233, as follows: 4 were the result of resolutions by the Board of Directors or authorised by the General Manager; 125 were reinstated following legal action; 45 were the result of previously defined trade union agreements; 18 were due to intra-group transfers; and 41 were hired for the purposes of a targeted strengthening of staff in the most critical sectors. Finally, 26 employees on trainee contracts and two-year journalist contracts signed in 2002 were converted to permanent contracts. Staff (RAI SpA) by position FY2004 FY2003 279 335 614 1,328 1,093 2,708 1,593 526 794 150 1,048 132 9,372 9,986 78 10,064 289 332 621 1,332 1,069 2,747 1,592 525 718 161 1,032 134 9,310 9,931 52 9,983 Executives & equivalent Executives Journalists Journalists Middle management Office workers (including medical staff) Office workers (production) Camera crew Programme direction Technicians Workers Creative staff Staff on permanent contracts Staff on trainee contracts Total staff Although increasing significantly compared with past years due to the mandatory court-ordered reinstatements, the total workforce was nevertheless 31 employees lower than the target set in the budget. Research and Development Research and development is mainly the responsibility of the Centro Ricerche e Innovazione Tecnologica (CRIT, or the Center for Research and Technological Innovation), which is part of the Strategic Technologies Department. It collaborates with leading national and international organisations, universities and research centres to define new standards and develop new technologies and services, and which also participates in a great many funded projects. These projects can be grouped into three main categories: • the optimisation of production techniques, particularly as regards the use of information technology in the documentation and use of archive audio-visual material; • the extension and introduction of digital technologies for the broadcast and distribution of television programming – particularly for the launch of digital and interactive television – as well as radio; • the dissemination of technical and technological information. 42 Rai Report on operations The main projects in 2004 included: • the efforts to launch the DTT service and provide support to the various corporate units involved in fine-tuning the process of producing and broadcasting interactive services, as well as in developing applications and testing them on the decoders currently on the market; • the completion of the development of a multimedia home platform (MHP) to simulate interactive applications, such as t-government, to be used on nextgeneration set-top boxes; • projects funded by the European Union’s fourth framework programme related to the latest digital video broadcasting (DVB) standard, DVB-H, for mobile phones and other handheld devices. Finally, we should point out the commitment to promoting, through a variety of publications (such as the RAI Eri on-line periodical “Elettronica e Telecomunicazioni” published every four months through the CRIT web site), our participation in national and international seminars and conferences. In conjunction with the 50th anniversary of Italian television, an exhibit was created at CRIT describing the role RAI has always played in the field of technology, and a special issue of the magazine “Nuova Civiltà delle Macchine” was also published. Proposed projects to further technological development include: • the extension of DTT coverage beyond 70%; • the improvement of the quality of reception for Radio Rai; • the enhancement of the company’s networks (telephone and telecommunications); • the introduction of multi-channel audio in MF radio and DTT broadcasts. Intercompany relations In the first half of 2004, the RAI Group continued operations based on a decentralised organisation model for a number of activities managed by special-purpose companies. Relations with subsidiaries and associated companies are all conducted on an arm’s length basis on current market terms and conditions. Certain services, such as accounting and administration, personnel, real estate, legal affairs, research and development, warehouse management, and information systems, are centrally managed for some companies. RAI also has a centralised treasury management relationship with its subsidiaries in order to ensure the coverage of financing needs and to optimise the investment of available liquidity. These are the main subsidiaries within the RAI Group and their respective missions: • Rai Cinema: handles the acquisition of broadcast rights for films, as well as the production and distribution of Italian and European films and the sale of related rights. • 01 Distribution: responsible for the acquisition and distribution to movie theatres and through the Italian home video network of films, TV shows, and advertising, as well as for the use of related rights. 43 Rai Report on operations • Rai Click: distribution and sale of audio-visual and multimedia products via broadband Internet connections. • Rai Corporation: provides technical and editorial support for RAI’s journalistic programming. • NewCo Rai International: responsible for the broadcast and distribution of radio and television programming abroad as part of its mission to promote the Italian language and culture throughout the world. • Rai Net: handles the portfolio of RAI programmes and services on the Internet and manages the RAI.it portal. • RaiSat: handles the programming of thematic satellite channels for third parties, as well as the digital terrestrial channels for RAI. • Rai Trade: responsible for marketing and distributing RAI products, particularly rights to sports events, high-quality music and theatre. • Rai Way: handles the broadcasting for RAI radio and TV channels, contributes to the creation of programming, provides hosting services on its own systems for other broadcasters, assesses environmental impact, and provides other technical services. • Sipra: responsible for the sale of advertising for RAI. The following tables provide financial highlights for the Group’s subsidiaries: Rai Cinema (millions of euros) 2004 2003 % Revenues Operating costs Amortisation, depreciation, provisions & other, net Net financial income (expense) Operating profit/(loss) 293.1 36.4 223.0 - 9.1 33.7 309.9 32.2 185.8 - 11.7 91.9 - 5.4 13.0 20.0 - 22.2 - 63.3 31.8 241.6 - 199.5 284.0 47.3 170.5 - 197.8 287.1 - 32.8 41.7 0.9 - 1.1 62 63 2004 2003 % 44.2 43.4 0.2 37.7 37.5 0.1 17.2 15.7 Net profit (loss) Equity Net financial position Investment 0.6 3.1 - 0.5 2.8 - Workforce (permanent + trainee contracts) 25 12 Net profit (loss) Equity Net financial position Investment Workforce (permanent + trainee contracts) 01 Distribution (millions of euros) Revenues Operating costs Net financial income (expense) Operating profit/(loss) 44 100.0 20.0 10.7 Rai Report on operations Rai Click (millions of euros) 2004 2003 % Revenues Operating costs Net financial income (expense) Operating profit/(loss) 2.4 3.8 0.1 -1.7 1.1 3.1 0.2 -2.5 118.2 22.6 -50.0 -32.0 Net profit (loss) Equity Net financial position Investment -1.0 6.5 6.2 0.3 -2.3 7.6 7.7 0.2 -56.5 -14.5 -19.5 50.0 1 2 2004 2003 % Revenues Operating costs Net financial income (expense) Operating profit/(loss) 17.8 18.3 -0.9 17.5 17.0 0.1 1.7 7.6 -1000 Net profit (loss) Equity Net financial position Investment -1.1 -1.1 2.5 1.1 1.1 0.1 -100.0 -200.0 2400.0 48 44 Workforce (permanent + trainee contracts) Rai Corporation (millions of euros) Workforce (permanent + trainee contracts) Newco Rai International (millions of euros) 2004 2003 Revenues Operating costs Net financial income (expense) Operating profit/(loss) 0.4 -0.4 0.3 -0.3 Net profit (loss) Equity Net financial position Investment -0.3 0.5 0.4 - -0.3 0.7 - - - 2004 2003 % Revenues Operating costs Net financial income (expense) Operating profit/(loss) 5.9 11.1 0.1 -6.5 4.8 10.0 0.1 -6.7 22.9 10.8 -3.0 Net profit (loss) Equity Net financial position Investment -4.6 3.8 1.9 0.5 -6.6 4.4 3.7 0.3 -30.3 -13.6 -48.6 66.7 57 61 Workforce (permanent + trainee contracts) Rai Net (millions of euros) Workforce (permanent + trainee contracts) % 33.3 33.3 -28.6 45 Rai Report on operations Rai Sat (millions of euros) 2004 2003 % 59.0 38.2 -0.2 7.0 47.9 30.8 -0.3 4.6 23.2 24.0 -33.3 52.2 3.4 7.3 -12.4 11.8 2.0 5.7 -2.6 10.6 70.0 28.1 376.9 11.3 71 62 Rai Trade (millions of euros) 2004 2003 % Revenues Operating costs Net financial income (expense) Operating profit/(loss) 72.4 49.9 -1.6 8.1 66.0 46.6 -0.8 6.1 9.7 7.1 100.0 32.8 Net profit (loss) Equity Net financial position Investment 4.3 19.6 10.7 16.6 2.5 17.6 1.7 14.4 72.0 11.4 529.4 15.3 87 85 Rai Way (millions of euros) 2004 2003 % Revenues Operating costs Net financial income (expense) Operating profit/(loss) 203.5 142.8 -0.8 16.7 199.2 142.8 -2.5 14.1 2.2 -68.0 18.4 Net profit (loss) Equity Net financial position Investment 7.8 91.2 -21.8 30.0 5.1 83.4 -44.4 30.8 52.9 9.4 -49.8 -2.6 711 724 Revenues Operating costs Net financial income (expense) Operating profit/(loss) Net profit (loss) Equity Net financial position Investment Workforce (permanent + trainee contracts) Workforce (permanent + trainee contracts) Workforce (permanent + trainee contracts) Sipra (millions of euros) 2004 2003 % 1,226.5 1,193.8 1.7 28.0 1,103.1 1,085.0 2.5 10.7 11.2 10.0 -32.0 161.7 Net profit (loss) Equity Net financial position 18.5 42.5 67.5 8.3 32.1 69.0 122.9 32.4 -2.2 Investment Workforce (permanent + trainee contracts) 1.9 428 1.8 425 61.1 Revenues Operating costs Net financial income (expense) Operating profit/(loss) 46 Rai Report on operations Transactions between RAI and related parties (thousands of euros) Sundry trade relations Receivables Payables Costs (*) Rai Corporation SIPRA Rai Way Rai Trade Rai Click RaiSat RaiNet NewCo Rai International Rai Cinema 01 Distribution San Marino RTV Auditel Audiradio Secemie Sacis Memorandum accounts Revenues Receivables Payables Expenses Income Guarantees Commitments 27 1,425 12,551 139 345,629 6,162 1,260 1,111,306 6,188 59,584 165,212 18,114 15,829 8,696 16,453 19,080 131 598 354 6,524 4,445 10,353 11,484 1,236 3,162 2,038 2,745 29 128 53 15,520 4,737 265,031 9,043 44 63 128 1,569 17 248 4,451 1 1 388 5 1,740 3 Financial relationships 1,106 0 66,798 11,005 6,248 22 1,141 19 78 130 1,859 352 76 7 21,801 12,362 2 8,219 199 2,330 1,901 199,499 49,254 896 5,576 21 Other 3,304 33,308 1,735 19,126 1,092 1,390 7,261 7,091 93,380 20,014 473 2,582 68 (*) of which capitalised: - RAI Corporation 19, - RAI Trade 68, - RAISat 17 Additional information The following additional information is being provided in accordance with Article 2428 of the Italian Civil Code. Significant post-period events Among the significant events subsequent to the close of the financial year, some of which have already been mentioned above, we should note: • the decision to set the licence fee at 99.60 Euro, unchanged from the previous year; • with resolution no. 102/05/CONS of 10 February 2005, the Communications Authority required RAI to provide separate accounts for its public service broadcasting, in accordance with general and international accounting principles and taking into account the analytical accounting methods specified in European Commission Recommendation 98/322/EC. Within thirty days of its publication in the Gazzetta Ufficiale, RAI must send the Authority the format for the separate accounts, and the Authority will then have 30 days to send its observations to RAI, which will have a further 10 days in which it can state its intention to comply or submit a memorandum, which may include a request for a hearing. The Authority shall make its decision by way of a reasoned order on the separate accounting format in the 30 days following the receipt of the statement of compliance or the memorandum. 47 Rai Report on operations • on 23 February 2005, an agreement was signed with USIGRAI on the so-called non-permanent employment of journalists. • on 9 March 2005, the Communications Authority declared that RAI had failed to comply with the terms of the formal reprimand required by resolution no. 226/03/CONS of 27 June 2003, and assessed sanctions totalling about 20 million Euro. In that regard, given that the Authority’s decision is deemed to be unfounded, RAI will be appealing the decision to the Administrative Court of the Region of Lazio, requesting that the decision be suspended pending the appeal and that the resolution be voided. Outlook This year – the first of the new 2005-2007 business plan – is expected to see a significant improvement in earnings performance, both in absolute terms and on a like-for-like basis after adjusting for the distortions related to the fact that charges for the acquisition of rights to the major sporting events only occur in even-numbered years. When analysing this expected improvement, one must also consider: • the continuing development of digital terrestrial broadcasting and, therefore, the investment in technologies and programming related to that project. Furthermore, the positioning of other broadcasters could make it essential to respond quickly and effectively to the overall strategy defined thus far by RAI for the various platforms; • the unchanged licence fee from the previous year (99.60 Euro). This will effectively result in a reduction in revenues, as it does not include any adjustment for inflation, which is forecast at 1.6% the Italian Government’s Economic and Financial Planning Document for the period 2005-2008. After the excellent year posted in 2004, advertising revenues could see slower rates of growth, but they are, nonetheless, expected to increase, despite the lack of the contribution of the major sporting events we had in 2004. The completion of the repositioning of our product offering and the consolidation of audience numbers should drive the continuation of the growth that began in 2004. In line with the objectives to boost profitability, efforts will continue towards the rationalisation and optimisation of external costs (both operational and variable costs), which will, in any event, be consistent with the goals of the company to consolidate our position in the television industry and in communications in general. Supplemental information With regard to the technical requirements associated with the obligation of preparing consolidated financial statements, and pursuant to Article 16(4) of the company’s bylaws, RAI may exercise the option envisaged under Article 2364 of the Civil Code whereby the company may call an Ordinary Shareholders’ Meeting to approve the financial statements within 180 days of the close of the financial year. 48 Rai Report on operations As regards the new deadline established in the opinion of Privacy Authority issued on 22 March 2003, RAI has updated its security policy document, prepared in accordance with Legislative Decree 196/03, in compliance with reference legislation. Finally, we report that the company holds no treasury stock, either directly or through trust companies or other third parties, and that the company did not purchase or sell such shares during the year. Recommendation to shareholders The year ended 31 December 2004 closed with a net profit of 112,969,764.00 Euro, which we recommend be allocated as follows: • 5,648,488.20 Euro (5% of the total) to the legal reserve; • 477,544.41 Euro to the reserve for foreign currency gains pursuant to Article 2426(8 bis) of the Civil Code; • the remainder to be allocated by the Shareholders’ Meeting. 49 Rai Corporate Directory Corporate Directory Management headquarters Viale Mazzini, 14 Via Cernaia, 33 00195 Rome 10121 Turin Research Corso Giambone, 68 10135 Turin Radio Production Via Asiago, 10 00195 Rome TV Production Largo Willy De Luca, 4 00188 Rome Production Corso Sempione, 27 20145 Milan Production Via Verdi, 16 10124 Turin Production Via Marconi, 9 80125 Naples Valle d Aosta Via Chambéry, 36/38 11100 Aosta Liguria Corso Europa, 125 16132 Genoa Veneto Palazzo Labia Campo San Geremia, 275 30131 Venice Trento Via F.lli Perini, 141 38100 Trento Bolzano Piazza Mazzini, 23 39100 Bolzano Friuli Venezia Giulia Via Fabio Severo, 7 34133 Trieste Emilia Romagna Viale della Fiera, 13 40127 Bologna Tuscany Largo Alcide De Gasperi, 1 50136 Florence Marche Piazza della Repubblica, 1 60131 Ancona Umbria Via Masi, 2 06121 Perugia Abruzzo Via de Amicis, 29 65123 Pescara Molise Viale Principe di Piemonte, 59 86100 Campobasso Calabria Via G. Marconi 87100 Cosenza Basilicata Via dell’Edilizia, 2 85100 Potenza Puglia Via Dalmazia, 104 70121 Bari Sicily Viale Strasburgo, 19 90146 Palermo Sardinia Viale Bonaria, 124 09100 Cagliari 50 Rai Corporate Directory Profilo di Gruppo Rai SpA Viale Mazzini, 14 00195 Rome Tel. 06.38781 Rai Cinema SpA Piazza Adriana, 12 00193 - Rome Tel. 06.684701 info@raicinema.it Rai Click SpA Viale Mazzini, 14 00195 - Rome Tel. 06.3202969 Rai Corporation 1350 Avenue of the Americas 21st Floor New York - NY 10019 USA Tel. 011.212.468.2500 Rai International SpA Largo Willy De Luca, 5 - Saxa Rubra 00188 - Rome Tel. 06.331711 RaiNet SpA Corso Sempione, 27 20145 - Milan Tel. 06.38781 rai-net@rai.it RaiSat SpA Viale Mazzini, 14 00195 - Rome Tel. 06.68889068 Rai Trade SpA Via Umberto Novaro, 18 00195 - Rome Tel. 06.374981 info@raitrade.it Rai Way SpA Via Teulada, 66 00195 - Rome Tel. 800.111.555 raiway@rai.it Sipra SpA Corso Unione Sovietica, 612/3D 10135 - Turin Tel. 011.3915111 info@sipra.it 01 Distribution srl Piazza Adriana, 12 00193 - Rome Tel. 06.684701 51 RAI SpA Statutory financial statements at 31 December 2004 Contents Highlights 54 Reclassified financial statements 56 Financial review 57 Statutory balance sheet and income statement 69 Pro forma balance sheet and income statement 77 Notes to the financial statements 85 Supplemental schedules 133 Report of the Board of Statutory Auditors 139 Report of the independent Auditors 148 Shareholders’ Meeting Resolution 151 Rai SpA Highlights Highlights 54 (millions of euros) Rai SpA Highlights Note: The Rai SpA figures for 2003 and 2002 have been adjusted pro forma to enable comparison with the figures for 2004, which show the performance of the company created with the merger – effective as of 1 December 2004 - of Rai SpA into in Rai Holding SpA. 55 Rai SpA Reclassified financial statements Reclassified financial statements Income statement (millions of euros) 31.12.2004 31.12.2003 Change % Revenues from sales and services 2,799.6 Changes in inventories Capitalisation of internal development/construction costs 8.7 Total revenues 2,808.3 Cost of goods and external services -1,600.9 Personnel costs -822.6 Total operating costs -2,423.5 Gross Operating Margin 384.8 Amortisation of programmes -205.4 Depreciation -130.8 Other income (expense), net -44.1 Operating profit/(loss) 4.5 Financial income, net 57.6 Value adjustments to financial assets -4.5 Profit/(loss) before extraordinary items 57.5 Anticipated depreciation Extraordinary income (expense), net 64.5 Profit/(loss) before taxes 122.0 Income taxes for the year -9.0 Net profit (loss) for the year 113.0 2,648.5 -1.3 10.1 2,657.3 -1,427.9 -794.0 -2,221.9 435.4 -208.5 -110.5 -35.1 81.3 21.2 -7.8 94.7 -34.6 11.1 71.2 -46.7 24.5 151.1 1.3 -1.4 151.0 -173.0 -28.6 -201.6 -50.6 3.1 -20.3 -9.0 -76.8 36.4 3.3 -37.2 34.6 53.4 50.8 37.7 88.5 5.7 nc -13.9 5.7 12.1 3.6 9.1 -11.6 -1.5 18.4 25.6 -94.5 171.7 -42.3 -39.3 nc 481.1 71.3 -80.7 361.2 31.12.2004 31.12.2003 Change % 1,146.6 -309.3 -345.8 491.5 760.0 -268.5 491.5 1,099.3 -317.2 -325.9 456.2 647.1 -190.9 456.2 47.3 7.9 -19.9 35.3 112.9 -77.6 35.3 4.3 -2.5 6.1 7.7 17.4 40.6 7.7 Balance sheet (millions of euros) Non-current assets Working capital Staff severance pay Capital employed, net Equity Net debt (net liquidity) Note: The Rai SpA figures for 2003 have been adjusted pro forma to enable comparison with the figures for 2004, which show the performance of the company created with the merger – effective as of 1 December 2004 - of Rai SpA into in Rai Holding SpA. 56 Rai SpA Financial review Financial review Income Statement The parent company posted a net profit of 113.0 million Euro in 2004, up from 24.5 million Euro in 2003. The following section provides an overview of the main items of the Income Statement and the reasons behind the most significant changes with respect to 2003. Revenues from sales and services Revenues from sales and services consist of licence fees, advertising and other commercial revenues. The item totalled 2,799.6 million Euro in 2004, an increase of 151.1 million Euro (+5.7%) on the previous year. Revenues from sales and services (millions of euros) Licence fees Advertising Other revenues Total revenues from sales and services 2004 2003 Change % 1,473.8 1,108.0 217.8 2,799.6 1,432.0 1,005.3 211.2 2,648.5 41.8 102.7 6.6 151.1 2.9 10.2 3.1 5.7 Licence fees amounted to 1,473.8 million Euro, an increase of 41.8 million Euro (+2.9%), most of which is attributable to the increase in the licence fee from 97.10 Euro to 99.60 Euro (+2.6%) and, to a much smaller extent, a larger number of subscribers. Licence fee (euros) Basic fee Radio surcharge TV surcharge Government concession fee VAT Total licence fee 2004 2003 0.22 1.05 90.53 91.80 4.13 3.67 99.60 0.22 1.05 88.13 89.40 4.13 3.57 97.10 As a direct consequence of efforts to contain licence fee evasion, which included an intensive advertising campaign, the number of new subscribers came to 422,170, confirming the trend of recent years. 57 Rai SpA Financial review The number of cancellations rose from 350 thousand in 2003 to 376 thousand in 2004, while the percentage of delinquent payments was broadly stable at 4.25%. TV subscriptions — Changes New Renewals Paying subscribers Delinquent subscribers Total subscribers Delinquent subscriber rate Cancellations Cancellations + delinquent positions 2004 2003 2002 % 03/04 422,170 15,223,550 15,645,720 676,764 16,322,484 4.25 376,316 1,053,080 410,920 15,196,852 15,607,772 668,858 16,276,630 4.21 350,296 1,019,154 416,979 15,114,348 15,531,327 684,679 16,216,006 4.33 332,275 1,016,954 2.7 0.2 0.2 1.2 0.3 7.4 3.3 The licence fee in Italy, which will remain unchanged in 2005, is still the lowest in Western Europe. For comparative purposes, the table below shows the annual licence fee in Euros in selected European countries in 2004. Licence fees in Europe (euros) Switzerland Denmark Austria Norway Sweden Germany 285.68 283.20 237.60 215.21 203.70 193.80 Finland United Kingdom Ireland France Italy 186.60 175.45 152.00 116.50 99.60 Advertising (1,108 million Euro) showed an increase of 102.7 million Euro (+10.2%) on the previous year. The rise was due to the opportunities offered by the major sports events that took place during the year (the Athens Olympics and the European soccer championships) and to the recovery in the advertising market, which grew by 7.3% overall. The growth in TV advertising (+10.7%) slightly outpaced that for the sector as a whole (+10.4%, Nielsen figures). Advertising (millions of euros) TV advertising Radio advertising Promotions and sponsorships Other advertising Total Advertising 2004 2003 Change % 950.5 61.5 87.3 8.7 1,108.0 858.8 58.3 79.8 8.4 1,005.3 91.7 3.2 7.5 0.3 102.7 10.7 5.5 9.4 3.6 10.2 Other revenues grew by 6.6 million Euro (+3.1%), mainly as a result of the performance of rights management activities (+3.6 million Euro) and the provision of new-generation information and content to cellphone network operators (+5.7 million Euro), partially offset by the decline of 3.2 million Euro in revenues from production services provided to third parties. 58 Rai SpA Financial review Revenues from other activities were essentially unchanged. Other revenues (millions of euros) Special public broadcasting services Sale of rights Telephony services Production services Services to investees Other 2004 2003 Change % 82.9 44.1 8.6 10.7 28.5 43.0 217.8 82.5 40.5 2.9 13.9 26.7 44.7 211.2 0.4 3.6 5.7 - 3.2 1.8 -1.7 6.6 0.5 8.9 196.6 - 23.0 6.7 -3.8 3.1 As shown in the following table, the relative weight of the three components in total revenues from sales and services shows an increase of more than 1 percentage point in that of advertising, to the detriment of licence fees; other revenues were broadly stable. Revenues (%) Licence fees Advertising Other revenues 2004 2003 52.6 39.6 7.8 100.0 54.1 38.0 7.9 100.0 Capitalisation of internal development/construction costs This item regards capitalised costs in respect of internal resources used for the production of plant or programmes posted under non-current assets. Capitalisation of internal development/construction costs (millions of euros) Capitalisation of costs for programmes Capitalisation of costs for plant 2004 2003 Change % 2.8 5.9 8.7 4.4 5.7 10.1 -1.6 0.2 -1.4 -36.4 3.5 -13.9 Operating costs Operating costs totalled 2,423.5 million Euro, an increase of 201.6 million Euro compared with the previous year. The rise of about 9.1% primarily reflected the cost of broadcasting rights for major sports events, which amounted to nearly 130 million Euro. The item includes internal costs (personnel) and external costs involved in the company’s ordinary operations, with the exception of those associated with financial operations. They break down as follows. 59 Rai SpA Financial review Cost of goods and external services – The item includes external costs in respect of the production of immediate-use programmes (purchases of consumables, external services, etc.), filming rights, especially for sports events, copyright, services from subsidiaries, other operating costs (lease of computers, freelance services and consulting, rental of studios, telephone, postage, etc) and the public broadcasting concession fee. As shown in the table, the item shows an increase of 173 million Euro (+12.1%) on the previous year as a result of increased costs incurred to acquire rights to sports events (+117.3 million Euro, or 62%), the acquisition and production of immediate-use programmes (+39.5 million Euro, or 22.6%) and the cost of freelance artistic and professional services (+9.2 million Euro, or +7.9%). The cost of acquiring viewing rights from RAI Cinema declined by 21.9 million Euro, or 7.6%. Cost of goods and external services (millions of euros) Purchase of materials External services Freelance work Services for purchase and production of programmes Signal broadcasting and transport - Rai Way General services (postage, copying and translation, cleaning, lease of plants, archive services, etc.) Daily, travel and subsistence allowance Other Rent, leasing and similar costs Acquisition of viewing rights from Rai Cinema Filming rights for sports events Usage rights Leases and rentals Other Concession fee Total 2004 2003 Change % 21.9 24.6 - 2.7 - 11.0 126.2 214.4 165.0 117.0 174.9 150.8 9.2 39.5 4.2 7.9 22.6 2.6 110.8 34.7 128.0 779.1 108.3 31.7 116.7 709.4 2.5 3.0 11.3 69.7 2.3 9.5 9.7 9.8 264.9 306.5 113.7 65.5 22.1 772.7 27.2 1,600.9 286.8 189.2 108.0 62.2 22.0 668.2 25.7 1,427.9 - 21.9 117.3 5.7 3.3 0.1 104.5 1.5 173.0 - 7.6 62.0 5.3 5.3 0.5 15.6 5.8 12.1 Personnel costs – These came to 822.6 million Euro, compared with 794 million Euro at 31 December 2003. Personnel costs (millions of euros) Salaries and wages Social security Staff severance pay Pensions and similar liabilities Other costs Total 60 2004 2003 Change % 592.0 163.0 42.2 11.6 13.8 822.6 569.5 158.7 41.7 15.0 9.1 794.0 22.5 4.3 0.5 - 3.4 4.7 28.6 4.0 2.7 1.2 - 22.7 51.6 3.6 Rai SpA Financial review The increase of 28.6 million Euro (+3.6%) in personnel costs in 2004 is partly attributable to the impact of changes in the previous year (+10.9 million Euro for changes in personnel, contract renewals, automatic increases and compensation policy) and partly to changes last year (+14.3 million Euro, of which contract renewals for 10.1 million Euro) as well as increased provisions for labour disputes (up 5 million Euro on 2003). Staff at 31 December 2004 (permanent contracts and trainees) totalled 10,064, an increase of 78 on end-2003. Number of personnel on end-year (units) Permanent employees Trainees Total 2004 2003 Change % 9,986 78 10,064 9,931 52 9,983 55 26 81 0.5 50.0 0.8 The average number of employees, including those on fixed-term contracts, came to 11,667, an increase of 74 on the previous year. A total of 238 employees took advantage of the benefits envisaged under Law 243/2004, postponing their retirement and seniority pension rights. This reduced charges for social security contributions and increased those for compensation by 460 thousand Euro. Gross Operating Margin The Gross Operating Margin came to 384.8 million Euro, a decrease of 50.6 million Euro or about 11.6% on 2003. Net of the impact on costs and advertising associated with major sports events, which in 2004 generated a net expense on the order of 100 million Euro, the gross operating margin would increase by about 50 million Euro on 2003. Investment and amortisation of programmes Last year saw the continuation of the rising trend in investment in programming, which rose by about 8.4 million Euro (+3.6%), with a specific focus on the “TV series” segment, which saw spending rise by about 18.8 million Euro (+10.3%), while investment in available light entertainment programming declined by 13.3 million Euro, or 32.5%. 61 Rai SpA Financial review Investment in programmes (millions of euros) TV series Immediate-use programmes Other programmes 2004 2003 Change % 201.8 27.6 11.1 240.5 183.0 40.9 8.2 232.1 18.8 -13.3 2.9 8.4 10.3 -32.5 35.4 3.6 Amortisation for the period, which is calculated on the basis of the criteria described in accounting policies section of the notes to the financial statements, was recognised for completed programmes with rights available by the end of 2004. The steep fall in amortisation of immediate-use programmes, which are amortised in a single year, is a direct consequence of the decrease in investment in this programming. Amortisation of programmes (millions of euros) TV series Immediate use programmes Other programmes 2004 2003 Change % 170.3 28.3 6.8 205.4 160.1 41.0 7.4 208.5 10.2 -12.7 -0.6 -3.1 6.4 -31.0 -8.1 -1.5 Investment and depreciation The necessity of ensuring service quality and quantity, the need to invest in upgrading technology to keep abreast of technical progress and the costs in respect of acquiring frequencies for the digital terrestrial network led to investment of about 91.8 million Euro, an increase of about 20.5 million Euro, or 28.8%, on 2003. Investment (millions of euros) Property, plant and equipment Other non-current assets 2004 2003 Change % 54.4 37.4 91.8 70.2 1.1 71.3 -15.8 36.3 20.5 -22.5 3300.0 28.8 Depreciation for the year rose by 15.8 million Euro owing to the elimination of accelerated depreciation accrued in previous years, which increased the value of property, plant and equipment by 60.1 million Euro, in addition to the effect of new investment and the entry into service of equipment. Depreciation (millions of euros) Property, plant and equipment Other non-current assets 62 2004 2003 Change % 125.4 5.4 130.8 108.5 2.0 110.5 16.9 3.4 20.3 15.6 170.0 18.4 Rai SpA Financial review Other net expense Other net expense amounted to 44.1 million Euro (up 9 million Euro with respect to 2003). It is the balance of income and expense not directly related to the company’s core business. More specifically, they consist of prior-year income and expense, provisions for liabilities and risks, indirect taxes, municipal property tax, charges in respect of prize competitions and other charges. As in previous years, in order to take account of risks jeopardising the possibility of transmission or re-broadcasting of repeat-use programmes, the calculation of which also reflects forecast audience figures, capitalised programmes have been written down by 39 million Euro against a specific provision, compared with the provision of 17.2 million Euro in 2003. The provision is recognised under this heading. Operating profit/(loss) The developments in operating revenues and costs described above led to a decline of 76.8 million Euro in operating profit, from 81.3 million Euro in 2003 to 4.5 million Euro last year. The comments made for the Gross Operating Margin concerning the net charges for major sports events in 2004 also hold for the operating result. Without these costs Operating Profit would improve by about 23 million Euro. Net financial income Net financial income came to 57.5 million Euro (21.2 million Euro in 2003), comprising income from equity investments (56.7 million Euro) and net income from financial operations (0.8 million Euro). Net financial income (millions of euros) Income from equity investments Net financial income (expense) 2004 2003 Change % 56.7 0.8 57.5 24.1 -2.9 21.2 32.6 3.7 36.3 135.3 -127.6 171.2 Income from equity investments - This item comprises dividends received in the period in respect of profits for the previous year. The rise of 32.6 million Euro on 2003 is attributable to the dividend paid by RAI Cinema, which was partially offset by the elimination of the tax credit on dividends following the introduction of new tax regulations. 63 Rai SpA Financial review Income from equity investments (millions of euros) 2004 2003 Change % 8.2 44.5 2.3 1.7 56.7 56.7 10.0 2.0 1.6 1.8 15.4 8.7 24.1 -1.8 44.5 0.3 0.1 -1.8 41.3 -8.7 32.6 -18.0 n.c. 15.0 6.2 -100.0 268.2 -100.0 135.3 Dividends Sipra Rai Cinema Rai Trade RaiSat Other Tax credit on dividends Net financial income in respect of financial operations amounted to 0.8 million Euro. It comprises net interest income or expense with banks and group companies and net foreign exchange gains or losses. Net financial income (expense) (millions of euros) 2004 2003 Change % Net interest expense paid to others -1.7 Net interest income from subsidiaries and associated companies 3.7 Other net financial income (expense) Net foreign exchange losses -1.2 0.8 -6.4 5.4 0.8 -2.7 -2.9 4.7 -1.7 -0.8 1.5 3.7 -73.4 -31.5 -100.0 -55.6 -127.6 The outturn for financial operations swung from net expense of 2.9 million Euro to net income of 0.8 million Euro owing to the improved financial profile of operations. Thanks in part to the recovery of prior-year receivables in respect of licence fees, the average net financial position was a positive 170 million Euro, compared with 25 million Euro in 2003. The average cost of bank debt was broadly unchanged at 3.7% (2.5% at short term), as was the deposit rate received by the company (close to 2%). This was achieved by employing temporary excess liquidity in risk-free operations with leading banks. Spreads on lending and deposit rates are among the most competitive applied by banks to prime customers. Value adjustments to financial assets The item, which improved with respect to the previous year, reports impairments of value of equity investments due to losses for the period. The most significant component regards the loss at RAI Net, which decreased compared with the loss in 2003. 64 Rai SpA Financial review Value adjustments to financial assets (millions of euros) Revaluations Writedowns Rai Net Other equity investments 2004 2003 Change % 1.2 - 1.2 n.c. -4.6 -1.1 -4.5 -6.6 -1.2 -7.8 2.0 0.1 3.3 -30.3 -8.3 -42.3 Net extraordinary income Net extraordinary income came to 64.5 million Euro, mainly (63.4 million Euro) as a result of the elimination of tax distortions from previous years, which primarily regarded accelerated depreciation, on which deferred tax liabilities have been recognised. Income taxes The structure of taxes recognised in income changed considerably with respect to 2003. The recognition of accelerated depreciation in income prompted the posting of deferred tax liabilities of more than 13 million Euro, which add to the 16 million Euro provision in respect of the non-deductibility of future depreciation arising from the elimination of accelerated depreciation taken to income in previous years. Conversely, a total of 60.4 million Euro in deferred tax assets were recognised as the estimated tax benefits for future years in respect of taxable provisions for the year and previous periods and the negative taxable income posted for 2004. Income taxes (millions of euros) IRPEG/IRES IRAP Deferred tax liabilities Deferred tax assets 2004 2003 40.0 29.4 -60.4 9.0 7.2 40.1 -0.6 46.7 65 Rai SpA Financial review Balance sheet Non-current assets Non-current assets (millions of euros) Tangible assets Programmes Equity investments Other non-current assets 2004 2003 Change % 533.9 255.1 295.0 62.6 1,146.6 583.1 260.8 212.3 43.1 1,009.3 -49.2 -5.7 82.7 19.5 47.3 -8.4 -2.2 39.0 45.2 4.3 Tangible assets amounted to 533.9 million Euro, of which 56.9% accounted for by land and buildings. Tangible assets (millions of euros) Land and buildings Plant and machinery Industrial and commercial equipment Other assets Assets under construction and payments on account 2004 2003 Change % 303.8 152.2 5.4 29.4 43.1 533.9 383.3 124.9 4.5 26.0 44.4 583.1 -79.5 27.3 0.9 3.4 -1.3 -49.2 -20.7 21.9 20.0 13.1 -2.9 -8.4 The decrease of 49.2 million Euro with respect to 2003 is the balance of: • investments of 52.6 million Euro net of eliminations totalling 1.8 million Euro; • revaluations of 60.1 million Euro following the elimination of tax distortions (accelerated depreciation) recognised in previous years; • depreciation of 125.4 million Euro; • writedowns of buildings in Turin (via Cernaia) and Rome (viale Mazzini) totalling 36.5 million Euro. In previous years a provision had been recognised in respect of the buildings owing to structural problems with the properties. Pending the placement of the buildings on the market for sale, part of the provision (36.529 thousand Euro) was prudentially used to reduce the carrying values of the assets directly. The reduction was based on an independent appraisal, which confirmed the impairment loss of the buildings’ value. Programmes are mainly represented by programming from the TV series segment (234.2 million Euro), which accounted for most investment during the period (201.8 million Euro). Programmes (millions of euros) TV series Immediate-use programmes Other programmes 66 2004 2003 Change % 234.2 0.9 20.0 255.1 243.5 1.6 15.7 260.8 -9.3 -0.7 4.3 -5.7 -3.8 -43.8 27.4 -2.2 Rai SpA Financial review The change with respect to the previous year (down 5.7 million Euro) is the net result of the following factors: • investment totalling 238.6 million Euro, net of the elimination of programmes under development amounting to 1.9 million Euro; • amortisation of 205.3 million Euro; • writedowns of programmes totalling 39 million Euro, for the reasons mentioned above. The increase of 82.7 million Euro in equity investments is the net outcome of the capital increase at RAI Cinema (+83.9 million Euro), the decrease (0.6 million Euro) in respect of the writedown prompted by the loss at RAI Net (4.6 million Euro), net of coverage of losses during the year and residual minor items. Other non-current assets showed a net increase of 19.5 million Euro, the result of increases for investments in the purchase of frequencies needed for the development of the digital terrestrial network (32.4 million Euro), and decreases in respect of the disposal of securities held as non-current assets (10 million Euro) and other residual items. The acceleration with respect to 2003 (when the item expanded by 7.9 million Euro) is entirely attributable to normal operational developments. Working capital The most significant change regards the decrease in trade receivables (down 43.1 million Euro), mainly as a result of the collection of receivables in respect of licence fees from previous years (60.9 million Euro), offset by the normal growth in other minor items. After last year, when advances were paid for major sports events, other assets decreased by 107 million Euro, offset by the recognition of deferred tax assets (60.4 million Euro) and the payment of advances for the soccer World Cup (33 million Euro). There were no significant changes in provisions for liabilities and risks, other than the use of the provision for the writedown of the buildings in viale Mazzini and via Cernaia. The level of coverage offered by existing provisions continues to be sufficient to meet future liabilities and risks. Trade receivables include receivables from subsidiaries, mainly Sipra for a total of 345.6 million Euro (333.1 million Euro in 2003) and receivables for agreements with ministries amounting to 144.7 million Euro (142.8 million Euro in 2003). 67 Rai SpA Financial review Working capital (millions of euros) Inventories Trade receivables Other assets Trade payables Provisions for liabilities and risks Other liabilities 2004 2003 Change % 2.5 581.5 232.3 -539.5 -426.6 -159.5 -309.3 2.9 624.6 247.1 -560.1 -461.2 -170.5 -317.2 -0.4 -43.1 -14.8 20.6 34.6 11.0 7.9 -13.8 -6.9 -6.0 -3.7 -7.5 -6.5 -2.5 Net financial position The end-year net financial position was positive and sharply improved on the previous year (268.6 million Euro, compared with 190.9 million Euro in 2003). It breaks down as follows: Net financial position (millions of euros) Banks and other lenders, net medium/long-term short term cash and cash equivalents Net financial position with subsidiaries payables receivables Securities held as current assets Net financial position Average financial position 2004 2003 Change % -3.5 - 13.2 143.3 126.6 -65.1 -4.4 114.2 44.7 61.6 -8.8 29.1 81.9 -94.6 200.0 25.5 183.2 -92.7 234.7 142.0 268.6 170.0 -83.3 225.6 142.3 3.9 190.9 25.0 -9.4 9.1 -0.3 -3.9 77.7 145.0 11.3 4.0 -0.2 -100.0 40.7 580.0 Cash flow was positive by about 78 million Euro due to the almost complete collection of receivables in respect of prior-year licence fees from the Ministry for Economic Affairs and Finance and to the increase in advertising receipts. It was therefore possible to finance the major sports events and the launch of the digital terrestrial project without recourse to borrowing. Last year also saw the full repayment of a 300 billion lire loan granted by Cofiri in 1997. 68 Rai SpA Stato Patrimoniale e Conto Economico Rai SpA Statutory Balance Sheet and Income Statement statements according to the Italian Civil Code 69 Rai SpA Statutory Balance Sheet and Income Statement Balance Sheet - Assets A) SUBSCRIBED CAPITAL UNPAID B) NON-CURRENT ASSETS I. INTANGIBLE ASSETS 3.- Industrial patent and intellectual property rights 4.- Concessions, licences, trademarks and similar rights 6.- Assets under development and payments on account 7.- Other intangible assets TOTAL INTANGIBLE ASSETS II. TANGIBLE ASSETS 1.- Land and buildings 2.- Plant and machinery 3.- Industrial and commercial equipment 4.- Other tangible assets 5.- Assets under construction and payments on account TOTAL TANGIBLE ASSETS III. FINANCIAL ASSETS 1.- Equity investments in a)subsidiaries b)associated companies d)other companies 2.- Receivables d)others amounts falling due within one year amounts falling due after one year 3.- Other securities TOTAL FINANCIAL ASSETS TOTAL NON-CURRENT ASSETS 70 (in euros) 31.12.2003 31.12.2004 - - - 153,739,572 32,475,125 102,452,721 7,688,643 296,356,061 - 303,734,700 152,223,716 5,417,611 29,410,215 43,119,562 533,905,804 236,282,544 236,282,544 293,511,025 824,486 670,187 295,005,698 9,990,000 246,272,544 246,272,544 2,944,849 14,852,864 17,797,713 3,561,805 316,365,216 1,146,627,081 Rai SpA Statutory Balance Sheet and Income Statement (in euros) C) CURRENT ASSETS I. INVENTORIES 1.- Raw materials, supplies and consumables 4.- Finished goods and merchandise TOTAL INVENTORIES II. CURRENT RECEIVABLES 1.- Customers 2.- Subsidiaries 3.- Associated companies 4.b - Tax receivables 4.c - Deferred tax assets 5.- Others TOTAL CURRENT RECEIVABLES III. CURRENT FINANCIAL ASSETS 6.- Other securities TOTAL CURRENT FINANCIAL ASSETS IV. CASH AND CASH EQUIVALENTS 1.- Cash at banks and post offices 2.- Cheques 3.- Cash and cash equivalents on hand TOTAL CASH AND CASH EQUIVALENTS TOTAL CURRENT ASSETS D) ACCRUED INCOME AND PREPAID EXPENSES b) accrued income and other prepaid expenses TOTAL ACCRUED INCOME AND PREPAID EXPENSES TOTAL ASSETS 31.12.2003 31.12.2004 - 2,076,427 396,226 2,472,653 148,701 324,280 3,924,777 4,397,758 190,137,101 625,429,409 127,703 29,430,522 62,831,699 122,882,375 1,030,838,809 - - 610,875 761 611,636 5,009,394 143,015,163 800 255,292 143,271,255 1,176,582,717 275,527 17,720,617 275,527 251,557,465 17,720,617 2,340,930,415 71 Rai SpA Statutory Balance Sheet and Income Statement Balance Sheet - Liabilities and equity (in euros) 31.12.2003 A) EQUITY I. SHARE CAPITAL IV. LEGAL RESERVE VII. OTHER RESERVES VIII.RETAINED EARNINGS (LOSSES CARRIED FORWARD) IX. NET PROFIT (LOSS) FOR THE YEAR TOTAL EQUITY B) PROVISIONS FOR LIABILITIES AND RISKS 1.- Pensions and similar liabilities 2.- Current and deferred taxes 3.- Other provisions TOTAL PROVISIONS FOR LIABILITIES AND RISKS C) STAFF SEVERANCE PAY D) PAYABLES 4.- Due to banks amounts falling due within one year amounts falling due after one year 5.- Due to other lenders amounts falling due within one year amounts falling due after one year 6.- Advances 7.- Suppliers 9.- Subsidiaries 10.- Associated companies 11.- Parent companies 12.- Tax payables 13.- Social security amounts falling due within one year amounts falling due after one year 14.- Other payables TOTAL PAYABLES E) ACCRUED EXPENSES AND DEFERRED INCOME b) accrued expenses and deferred income TOTAL ACCRUED EXPENSES AND DEFERRED INCOME TOTAL LIABILITIES AND EQUITY 72 241,447,000 509,578 9,669,703 (168,248 ) 251,458,033 31.12.2004 242,518,100 509,578 394,519,904 9,501,456 112,969,764 760,018,802 - 154,458,507 31,698,296 240,439,203 426,596,006 25,113 345,783,970 - 15,376,323 1,204,720 16,732 37,297 17,179,909 432,008,724 180,742,419 2,464,694 30,932,165 9,721 10,569 74,319 39,633,396 87,725,743 807,268,093 251,557,465 1,263,544 1,263,544 2,340,930,415 Rai SpA Statutory Balance Sheet and Income Statement Memorandum accounts (in euros) 31.12.2003 31.12.2004 - 72,017,302 2,582,285 269,000 74,868,587 Total unsecured guarantees given - 3,303,722 3,303,722 78,172,309 2.- Secured guarantees given b)own commitments other than payables c) recognised payables Total secured guarantees given - 3,536,000 50,561,130 54,097,130 3.- Purchase and sale commitments - 93,379,788 4.- Other memorandum accounts - 238,414,003 464,063,230 1.- Unsecured guarantees given a)Sureties: - subsidiaries - associated companies - others c) Other guarantees given: - subsidiaries - associated companies 73 Rai SpA Statutory Balance Sheet and Income Statement Income Statement (in euros) 31.12.2003 A) VALUE OF PRODUCTION 1.- Revenues from sales and services 2.- Changes in inventories of work in progress, semifinished and finished goods 4.- Capitalisation of internal development/construction costs 5.- Other revenues and income a) operating grants b) gains on disposal of assets c) other TOTAL VALUE OF PRODUCTION B) PRODUCTION COSTS 6.- Raw materials, supplies, consumables and merchandise 7.- Services 8.- Rent, leasing and similar costs 9.- Personnel costs a) salaries and wages b) social security contributions c) staff severance pay d) pensions and similar liabilities e) other costs 10.- Amortisation, depreciation and writedowns a) amortisation b) depreciation c) other writedowns d) writedowns of current receivables and cash and cash equivalents 11.12.13.14.- Changes in inventories of raw materials, supplies, consumables and merchandise Provisions for risks Other provisions Sundry operating costs a) losses on disposal of assets b) concession fee c) other TOTAL PRODUCTION COSTS Operating profit/(loss) 74 238,536 238,536 238,536 31.12.2004 2,744,262,667 (19,975) 8,694,372 685,848 1,631,097 129,281,850 131,598,795 2,884,535,859 (485,789) (29,138) (21,917,568) (779,119,206) (772,316,021) (170,879) (58,197) (11,700) (70,413) (311,189) (592,012,167) (162,975,206) (42,173,325) (11,640,137) (13,817,382) (822,618,217) - (224,740,418) (125,373,802) (40,932,023) (391,046,243) - (387,921) (6,007,394) (8,863,451) (43,495) (43,495) (869,611) (631,075) (1,446,221) (27,166,841) (49,220,072) (77,833,134) (2,880,109,155) 4,426,704 Rai SpA Statutory Balance Sheet and Income Statement Income Statement cont. (in euros) 31.12.2003 C) FINANCIAL INCOME AND EXPENSE 15.- Income from equity investments a) dividends from subsidiaries c) dividends from other companies d) other income from equity investments 16.- Other financial income a) non-current receivables . others b) non-current securities other than equity investments c) current securities other than equity investments d) income other than the above . interest and commission income from subsidiaries . interest and commission income from others and sundry income 17.- Interest and other financial expense a) interest and commission expense to subsidiaries b) interest and commission expense to associated companies d) interest and commission expense to others and sundry charges 17 b.- Exchange gains and losses TOTAL FINANCIAL INCOME AND CHARGES D) VALUE ADJUSTMENTS TO FINANCIAL ASSETS 18.- Revaluations a) equity investments 19.- Writedowns a) equity investments TOTAL VALUE ADJUSTMENTS TO FINANCIAL ASSETS E) EXTRAORDINARY INCOME AND EXPENSE 20.- Extraordinary income a) gains on disposal of assets b) prior-year income and non-existent assets c) other 21.- Extraordinary expense a) losses on disposal of assets b) prior-year taxes c) other TOTAL EXTRAORDINARY INCOME AND EXPENSE Profit (loss) before taxes 22.- Income taxes for the year: current, deferred tax assets and liabilities 23.- Net profit (loss) for the year 31.12.2004 - 56,752,137 56,752,137 - 460,644 460,644 238,234 - 492,414 - 243,445 243,445 481,679 5,152,738 2,365,569 7,518,307 8,471,365 (5,094) (5,094) 476,585 (1,472,202) (21,405) (4,999,155) (6,492,762) (1,198,801) 57,531,939 - 1,198,051 1,198,051 - (5,713,852) (5,713,852) (4,515,801) - 435,000 1,318,492 63,353,351 65,106,843 (1,229) (1,229) (1,229) (605,920) (17,892) (623,812) 64,483,031 (155,719) 121,925,873 (12,529) (168,248) (8,956,109) 112,969,764 75 Rai SpA Stato Patrimoniale e Conto Economico Rai SpA Pro forma Balance Sheet and Income Statement pro forma comparison The following pages offer a comparison of the balance sheet and income statement for 2004 and the pro forma financial statements at 31 December 2003 resulting from the merger of Rai Holding SpA and Rai Radiotelevisione Italiana SpA. 77 Rai SpA Statutory Balance Sheet and Income Statement Balance Sheet - Assets (thousands of euros) 31.12.2003 Rai Holding A) SUBSCRIBED CAPITAL UNPAID B) NON-CURRENT ASSETS I. INTANGIBLE ASSETS 3.- Industrial patent and intellectual property rights 4.- Concessions, licences, trademarks and similar rights 6.- Assets under development and payments on account 7.- Other intangible assets TOTAL INTANGIBLE ASSETS 2.- Receivables d)others amounts falling due within one year amounts falling due after one year 3.- Other securities TOTAL FINANCIAL ASSETS TOTAL NON-CURRENT ASSETS 78 Rai Elimination Total in merger pro forma Rai - - - - - - 188,993 86 91,139 7,884 288,102 - 188,993 86 91,139 7,884 288,102 153,740 32,475 102,453 7,688 296,356 - 383,315 124,939 4,474 25,963 44,425 583,116 - 383,315 124,939 4,474 25,963 44,425 583,116 303,735 152,224 5,418 29,410 43,119 533,906 236,283 236,283 211,151 278 830 212,259 (236,283) (236,283) 211,151 278 830 212,259 293,511 824 670 295,005 9,990 246,273 246,273 2,324 18,055 20,379 3,569 236,207 1,107,425 2,324 18,055 20,379 13,559 (236,283) 246,197 (236,283) 1,117,415 2,945 14,853 17,798 3,562 316,365 1,146,627 II. TANGIBLE ASSETS 1.- Land and buildings 2.- Plant and machinery 3.- Industrial and commercial equipment 4.- Other tangible assets 5.- Assets under construction and payments on account TOTAL TANGIBLE ASSETS III. FINANCIAL ASSETS 1.- Equity investments in a)subsidiaries b)associated companies d)other companies 31.12.2004 Rai SpA Statutory Balance Sheet and Income Statement (thousands of euros) 31.12.2003 31.12.2004 Rai Holding Rai Elimination in merger Total pro forma Rai - 2,464 416 2,880 - 2,464 416 2,880 2,076 396 2,472 149 324 3,925 4,398 248,965 600,515 131 36,538 192,387 1,078,536 248,965 (149) 600,515 131 36,862 196,312 (149) 1,082,785 190,137 625,429 128 29,431 62,832 122,882 1,030,839 - - 611 1 612 5,010 D) ACCRUED INCOME AND PREPAID EXPENSES b) accrued income and other prepaid expenses 274 TOTAL ACCRUED INCOME AND PREPAID EXPENSES 274 TOTAL ASSETS 251,557 C) CURRENT ASSETS I. INVENTORIES 1.- Raw materials, supplies and consumables 4.- Finished goods and merchandise TOTAL INVENTORIES II. CURRENT RECEIVABLES 1.- Customers 2.- Subsidiaries 3.- Associated companies 4.b- Tax receivables 4.c - Deferred tax assets 5.- Others TOTAL CURRENT RECEIVABLES III. CURRENT FINANCIAL ASSETS 6.- Other securities TOTAL CURRENT FINANCIAL ASSETS IV. CASH AND CASH EQUIVALENTS 1.- Cash at banks and post offices 2.- Cheques 3.- Cash and cash equivalents on hand TOTAL CASH AND CASH EQUIVALENTS TOTAL CURRENT ASSETS - - - 113,306 3 270 113,579 1,194,995 113,917 3 271 114,191 (149) 1,199,856 143,015 1 255 143,271 1,176,582 18,258 18,258 2,320,678 18,532 18,532 (236,432) 2,335,803 17,721 17,721 2,340,930 79 Rai SpA Statutory Balance Sheet and Income Statement Balance Sheet - Liabilities and equity (thousands of euros) 31.12.2003 Rai Holding Rai Elimination Total in merger pro forma Rai A) EQUITY I. SHARE CAPITAL 241,447 IV. LEGAL RESERVE 510 VII. OTHER RESERVES VIII.RETAINED EARNINGS (LOSSES CARRIED FORWARD) 9,669 IX. NET PROFIT (LOSS) FOR THE YEAR (168) TOTAL EQUITY 251,458 500,000 12,846 94,305 24,723 631,874 (498,929) (12,846) 275,492 (236,283) 242,518 510 369,797 9,669 24,555 647,049 242,518 510 394,520 9,501 112,970 760,019 B) PROVISIONS FOR LIABILITIES AND RISKS 1.- Pensions and similar liabilities 2.- Current and deferred taxes 3.- Other provisions TOTAL PROVISIONS FOR LIABILITIES AND RISKS - 157,009 2,342 319,991 479,342 - 157,009 2,342 319,991 479,342 154,459 31,698 240,439 426,596 25 325,878 - 325,903 345,784 - 56,855 3,526 - 56,855 3,526 15,376 1,205 17 37 5,215 3,101 477,422 163,874 2,960 149 36,038 (149) - 5,215 3,101 477,439 163,874 2,960 36,075 17,180 432,009 180,742 2,465 30,932 10 10 74 38,240 94,447 881,827 (149) 38,250 94,457 881,752 39,633 87,726 807,268 E) ACCRUED EXPENSES AND DEFERRED INCOME b) accrued expenses and deferred income TOTAL ACCRUED EXPENSES AND DEFERRED INCOME TOTAL LIABILITIES AND EQUITY 251,557 1,757 1,757 2,320,678 1,757 1,757 (236.432) 2,335,803 1,263 1,263 2,340,930 C) STAFF SEVERANCE PAY D) PAYABLES 4.- Due to banks amounts falling due within one year amounts falling due after one year 5.- Due to other lenders amounts falling due within one year amounts falling due after one year 6.- Advances 7.- Suppliers 9.- Subsidiaries 10.- Associated companies 11.- Parent companies 12.- Tax payables 13.- Social security amounts falling due within one year amounts falling due after one year 14.- Other payables TOTAL PAYABLES 80 31.12.2004 Rai SpA Statutory Balance Sheet and Income Statement Memorandum accounts (thousands of euros) 31.12.2003 31.12.2004 Rai Holding Rai - 108,693 2,582 111,275 - 108,693 2,582 111,275 72,017 2,582 269 74,868 Total unsecured guarantees given - 1,980 1,980 113,255 - 1,980 1,980 113,255 3,303 3,303 78,171 2.- Secured guarantees given b)own commitments other than payables c) recognised payables Total secured guarantees given - 3,536 68,946 72,482 - 3,536 68,946 72,482 3,536 50,562 54,098 3.- Purchase and sale commitments - 88,565 - 88,565 93,380 4.- Other memorandum accounts - 227,458 501,760 - 227,458 501,760 238,414 464,063 1.- Unsecured guarantees given a)Sureties: - subsidiaries - associated companies - others c) Other guarantees given: - subsidiaries - associated companies Elimination Total in merger pro forma Rai 81 Rai SpA Statutory Balance Sheet and Income Statement Income Statement (thousands of euros) 31.12.2003 Rai Holding A) VALUE OF PRODUCTION 1.- Revenues from sales and services 2.- Changes in inventories of work in progress, semifinished and finished goods 4.- Capitalisation of internal development/construction costs 5.- Other revenues and income a) operating grants b) gains on disposal of assets c) other TOTAL VALUE OF PRODUCTION 11.- Changes in inventories of raw materials, supplies, consumables and merchandise 12.- Provisions for risks 13.- Other provisions 14.- Sundry operating costs a) losses on disposal of assets b) concession fee c) other TOTAL PRODUCTION COSTS Operating profit/(loss) 82 Rai Elimination in merger Total pro forma Rai - 2,593,038 - 2,593,038 2,744,263 - (1,295) 10,096 - (1,295) 10,096 (20) 8,694 239 239 239 483 806 133,533 134,822 2,736,661 (239) (239) (239) 483 806 133,533 134,822 2,736,661 686 1,631 129,282 131,599 2,884,536 (24,567) (709,488) (668,482) 239 - (24,567) (709,735) (668,511) (21,918) (779,119) (772,316) (569,348) (158,637) (41,740) (15,014) (9,003) (793,742) - (569,519) (158,695) (41,752) (15,014) (9,073) (794,053) (592,012) (162,975) (42,173) (11,640) (13,818) (822,618) - (235,523) (143,057) (1,699) - (235,523) (143,057) (1,699) (224,740) (125,374) (40,932) - (4,299) (384,578) - (4,299) (384,578) (391,046) - 594 (3,028) (25,292) - 594 (3,028) (25,292) (388) (6,007) (8,863) (3,088) (25,667) (52,089) (80,844) 239 (2,690,014) (1,446) (27,167) (49,220) (77,833) (2,880,108) B) PRODUCTION COSTS 6.- Raw materials, supplies, consumables and merchandise 7.- Services (486) 8.- Rent, leasing and similar costs (29) 9.- Personnel costs a) salaries and wages (171) b) social security contributions (58) c) staff severance pay (12) d) pensions and similar liabilities e) other costs (70) (311) 10.- Amortisation, depreciation and writedowns a) amortisation b) depreciation c) other writedowns d) writedowns of current receivables and cash and cash equivalents 31.12.2004 (3,088) (25,667) (44) (52,045) (44) (80,800) (870) (2,689,383) (631) 47,278 - 46,647 4,428 Rai SpA Statutory Balance Sheet and Income Statement Income Statement cont. (thousands of euros) 31.12.2003 Rai Holding C) FINANCIAL INCOME AND EXPENSE 15.- Income from equity investments a) dividends from subsidiaries c) dividends from other companies d) other income from equity investments 16.- Other financial income a) non-current receivables . others b) non-current securities other than equity investments c) current securities other than equity investments d) income other than the above . interest and commission income from subsidiaries . interest and commission income from others and sundry income 17.- Interest and other financial expense a) interest and commission expense to subsidiaries b) interest and commission expense to associated companies d) interest and commission expense to others and sundry charges 17 b- Exchange gains and losses TOTAL FINANCIAL INCOME AND EXPENSE D) VALUE ADJUSTMENTS TO FINANCIAL ASSETS 18.- Revaluations a) equity investments 19.- Writedowns a) equity investments TOTAL VALUE ADJUSTMENTS TO FINANCIAL ASSETS E) EXTRAORDINARY INCOME AND EXPENSE 20.- Extraordinary income a) gains on disposal of assets b) prior-year income and non-existent assets c) other 21.- Extraordinary expense a) losses on disposal of assets b) prior-year taxes c) other TOTAL EXTRAORDINARY INCOME AND EXPENSE Profit (loss) before taxes 22.- Income taxes for the year: current, deferred tax assets and liabilities 23.- Net profit (loss) for the year 31.12.2004 Rai Elimination in merger Total pro forma Rai - 13,594 1,798 8,673 24,065 - 13,594 1,798 8,673 24,065 56,752 56,752 - 612 612 - 612 612 461 461 238 - 98 69 - 336 69 492 - - 6,791 - 6,791 5,153 243 243 481 2,394 9,185 9,964 - 2,637 9,428 10,445 2,365 7,518 8,471 - (1,261) (88) - (1.261) (88) (1,472) (22) (5) (5) 476 (9,220) (10,569) (2,699) 20,761 - (9,225) (10,574) (2,699) 21,237 (4,999) (6,493) (1,199) 57,531 - - - - 1,198 1,198 - (7,790) (7,790) (7,790) - (7,790) (7,790) (7,790) (5,714) (5,714) (4,516) - 1,147 1,044 11,770 13,961 - 1,147 1,044 11,770 13,961 435 1,319 63,353 65,107 (1) (1) (1) (266) (2,417) (135) (2,818) 11,143 - (266) (2,417) (136) (2,819) 11,142 (606) (18) (624) 64,483 (156) 71,392 - 71,236 121,926 (12) (168) (46,669) 24,723 - (46,681) 24,555 (8,956) 112,970 83 Rai SpA Nota integrativa Rai SpA Notes to the financial statements 85 Rai SpA Notes to the financial statements 1) Activity of the company Following the entry into force of Law 112 of 3 May 2004 (“Regulations establishing principles for the organisation of the radio and television system and RAI Radiotelevisione italiana S.p.A., as well as granting enabling authority to the Government to issue a consolidated radio and television law”), 17 November of the same year saw the completion of the merger - with effect as from 1 December - of RAI - Radiotelevisione Italiana SpA into RAI Holding SpA. The latter had been established in January 2001 to hold the equity stake of 99.55% of the capital of RAI - Radiotelevisione Italiana SpA. As a result of the merger, RAI Holding S.p.A. changed its name to RAI Radiotelevisione italiana S.p.A., and the Board of Directors of the absorbed company became the Board of Directors of the surviving company. The accounting and tax effects of the merger were back-dated to 1 January 2004. The company is the exclusive provider of the public broadcasting service for radio and television programmes via any technical means. Subject to authorisation by the Ministry of Communications, the company may act through subsidiaries to carry out activities related to the performance of the services it is charged with delivering. RAI Radiotelevisione italiana’s operations must be conducted in compliance with the applicable regulations in force contained in Law 103 of 14 April 1975 (“New regulations governing radio and television broadcasting”), Law 223 of 6 August 1990 (“Regulation of the public and private radio and television system”), the “Measures governing the concession holder for the public radio and television broadcasting service” enacted with Law 206 of 25 June 1993 and subsequent amendments, Law 249 of 31 July 1997 on the “Establishment of the Communications Authority and regulations governing telecommunications and the radio and television system” and Law 112 of 3 May 2004 (“Regulations establishing principles for the organisation of the radio and television system and RAI Radiotelevisione italiana S.p.A., as well as granting enabling authority to the Government to issue a consolidated radio and television law”). The public radio and television service concession is governed by the concession agreement between RAI and the Ministry of Communications of 15 March 1994, approved with Presidential Decree of 28 March 1994 and published, after registration with the State Audit Court on 5 August 1994, in the Gazzetta Ufficiale of 12 August 1994. Pursuant to the provisions of Article 20, paragraph 1, of Law 112 of 3 May 2004, the concession agreement has a duration of twelve years as from the date the law entered force. 86 Rai SpA Notes to the financial statements The Gazzetta Ufficiale no. 59 of 12 March 2003 published the Presidential Decree of 14 February 2003 approving the service contract between the Ministry of Communications and RAI envisaged in Article 3 of the concession agreement. The contract became valid the day following its publication and will expire on 31 December 2005. The rationale underlying the above regulatory framework lies in the public interest functions entrusted to the concession holder. Under the regulations, RAI has special institutional characteristics and operating constraints, in addition to the specific obligations undertaken with the service contract. 2) Introduction The financial statements at 31 December 2004 are prepared in conformity with the relevant provisions of the Italian Civil Code. They are supplemented with reclassified schedules providing an analysis of the balance sheet, the income statement, cash flows and a statement showing the effects of the merger between RAI Holding and RAI SpA, with pro forma financial statements. The tables of the financial statements are expressed in Euros, without decimals; rounding was carried out in compliance with the instructions in the Revenue Agency circular no. 106/e of 21 December 2001. The notes to the financial statements and the related schedules are stated in thousands of Euros. In order to provide a more complete picture of operations during the year, the detailed schedules in the notes to the financial statements report the effects of the merger and, in the annex, the figures for the balance sheet and the income statement at 31 December 2004 are compared with the situation both before and after the merger. In order to ensure the full comparability of the figures in the 2004 financial statements with those of the previous year, a number of items in the balance sheet and income statement for 2003 have been reclassified. RAI’s financial statements have been audited by PricewaterhouseCoopers, which has also been engaged to conduct the accounting controls envisaged under Article 2409 bis of the Civil Code, in accordance with the resolution of the Shareholders’ Meeting of 20 December 2004. 87 Rai SpA Notes to the financial statements 3) Accounting policies Before examining the individual items, we first provide an overview of the main accounting policies used in drafting the financial statements, which were adopted from the perspective of the company as a going concern and comply with the provisions of Articles 2423 et seqq. of the Civil Code. They are substantially unchanged from the previous year but have been updated with the amendments to the Civil Code introduced with Legislative Decree 6 of 17 January 2003 “concerning the reform of the regulations governing joint-stock and cooperative companies”. The main economic effects of the changes regard the elimination of tax distortions with the repeal of paragraph 2 of Article 2426 of the Civil Code, which had allowed companies to make recognise certain writedowns and provisions exclusively for tax purposes. These effects are described below in the comments to tangible assets and extraordinary income and expense. a) Industrial patent and intellectual property rights: The purchase and development costs of programmes, composed of external costs that can be allocated directly to each project and the cost of internal resources used to create programmes, are recognised on the following basis: 1) costs for repeat-use TV productions are capitalised under intangible assets and, if such productions are usable at year-end, are carried under industrial patent and intellectual property rights and amortised on a straight-line basis over the period of their estimated useful life. If such programmes are not usable at year-end, the costs are recognised under intangible assets under development and payments on account. The objective difficulty of establishing an appropriate correlation between advertising revenues and licence fees and the amortisation of the rights, which is further complicated by the many ways in which they can been used, has prompted RAI to designate three years as the useful life of repeat-use programmes, the same as the previous year. Accordingly, all capitalised costs regarding repeat-use rights owned by the company or held under licence for a period of at least three years are amortised over three years. Costs in respect of rights held under licence for less than three years are amortized on a straight-line basis over the period in which they are available. In addition, an impairment provision has been established for programmes for which broadcasting or re-broadcasting is at risk, taking account of audience forecasts. 2) Costs in respect of immediate-use television programmes are expensed in a single year, which is normally that in which they are used. More specifically: 88 Rai SpA Notes to the financial statements - immediate-use programmes developed in-house (light entertainment, documentaries, etc.). Costs are expensed in the year in which they are incurred. - News and all radio programming. Costs are expensed in the year in which they are incurred, which is normally the year in which the programmes are broadcast. - Sports events. Costs are expensed in the year in which the event takes place. - Immediate-use programmes purchased. Costs are expensed in full at the time the rights become usable, which is normally the year in which the programmes are broadcast. b) Software licences are posted under industrial patent and intellectual property rights and are amortized over three years as from the year they enter service. c) Costs incurred for the development of the digital terrestrial network are capitalised under intangible assets and amortized on the straight-line basis over the forecast period of use as from the date the service is activated. d) Trademarks are amortized over ten years as from the year they enter service. e) Costs benefiting several years are carried under other intangible assets net of accumulated amortisation. They regard improvements to leased or licenced property. Amortisation for leasehold improvements is determined on the basis of the shorter of the residual duration of the related contracts and the estimated useful life of the costs, calculated using applicable amortisation rates, which in any case reflect the rate of economic or physical deterioration. f) Tangible assets – which are carried net of accumulated depreciation – are recognised at cost, increased by internal personnel costs incurred in preparing them to enter service, and revalued pursuant to Laws 74 of 11 February 1952, 576 of 2 December 1975, 72 of 19 March 1983 and, for real estate only, 413 of 30 December 1991. The value of some assets has also been increased in application of the last paragraph of Article 4 of Law 823 of 19 December 1973. The value of a number of properties was revalued in 1993 pursuant to Decree Law 263 of 29 April 1994, the effects of which were ratified by Law 650 of 23 December 1996. The costs of tangible assets as determined above are depreciated in accordance with Article 2426 point 2 of the Civil Code. Assets whose value as of the balance sheet date was less than that calculated using the above policies are carried at the lower value. In line with our earlier discussion of the issues associated with the elimination of tax distortions, in 2004 excess accelerated depreciation was reversed and recognised under extraordinary income, with the calculation of the related deferred tax liabilities. 89 Rai SpA Notes to the financial statements Ordinary maintenance costs are expensed in the year in which they are incurred. g) Equity investments are carried at purchase cost written down in the event of impairment losses. The value of companies with negative shareholders’ equity is set at zero and RAI’s share of the negative amount is accrued to provisions for liabilities and risks. Writedowns for impairments are subsequently reversed if the company earns sufficient profits to offset the losses. h) Fixed-income securities carried as non-current financial assets are recognised at purchase cost. Positive or negative differences between purchase cost and redemption value are recognised in income in the amount accruing for the period. i) Current securities are posted at the lower of purchase cost – determined as the weighted average cost – and expected realisable value, which is given by market value. j) Closing inventories of raw materials, supplies and consumables are recognised at cost, which is determined on the basis of weighted average cost, written down for obsolescence and slow turnover. Closing inventories of merchandise for resale are carried at the lower of purchase cost, which is determined on the basis of weighted average cost, and estimated realisable value as determined by market prices. k) Accruals and deferrals are recorded on an accruals basis. l) Capital grants are recognised in specific equity items net of taxes. m)Pensions and similar liabilities, which include the seniority benefits provision, the social security benefits provision and the company supplementary pension fund, are recognised in accordance with collective bargaining agreements. The company supplementary pension fund is measured on the basis of an actuarial appraisal. n) The provision for taxes includes potential tax liabilities arising out of the settlement of tax disputes and deferred tax liabilities in respect of positive income components on which tax is deferred. Deferred tax assets regard negative income components whose deduction for tax purposes is deferred and tax losses. They are recognised under item 4c) of current assets “Deferred tax assets” when their future reversal is reasonably certain. o) Other provisions for liabilities and risks include provisions to cover losses or liabilities whose existence is certain or probable but whose amount or date of occurrence is uncertain at the balance-sheet date. They are allocated against specific risk positions and their amount is determined on the basis of reasonable estimates of the liability that such positions could generate. 90 Rai SpA Notes to the financial statements p) Staff severance pay is determined in conformity with applicable law and labour contracts. It reflects the accrued entitlement of employees at the balance-sheet date net of advances paid. q) Payables are posted at nominal value; receivables are carried at estimated realisable value, i.e. net of the provision for doubtful accounts as determined on the basis of an analytical assessment of the solvency of the individual debtors. r) Payables and receivables denominated in currencies other than the Euro – with the exception of hedged positions – are recognised at the exchange rates prevailing at the balance-sheet date. Gains and losses on the translation of individual positions at the balance-sheet date are taken to the income statement as components of financial income and expense. Any net gain is posted to a special non-distributable reserve until such gain is realised. s) Payments on account include advances made by customers for goods and services that have not yet been performed. t) Costs and revenues are taken to the income statement on a uniform accruals basis. u) Dividends are recognised in income in the year in which they are received. v) Income taxes are posted on the basis of an estimate of taxable income in conformity with applicable regulations, taking account of deferred tax liabilities. The tax liability to be settled is posted under tax payables, together with liabilities in respect of taxes already due that are not involved in a dispute with the tax authorities. w)In order to hedge interest rate and exchange rate risk, the company uses derivatives to cover specific net exposures. Interest differences to receive or pay on interest rate swaps are taken to income on an accruals basis over the duration of the contract. Accrued interest differences that have not been settled at the end of the year or which have been settled before they actually accrue are posted under accruals and deferrals. Derivatives hedging exchange rate risk are used to cover contractual commitments denominated in foreign currencies. If the market value of derivatives contracts that do not fully qualify for hedge accounting is significantly lower than the value of the underlying financial instrument, a provision is recognised in respect of the difference. x) Receipts and payments are recorded by transaction date. 91 Rai SpA Notes to the financial statements 4) Balance Sheet Assets Non-Current Assets Intangible Assets This item includes the cost of non-physical factors of production with lasting utility, net of amortisation. In short, it includes ownership or concession rights or costs whose utility extends to future years. Industrial patent and intellectual property rights. The item records the costs of television programmes available for use. As indicated in Schedule 1, the item came to 153,740 thousand Euro, which included 188,993 thousand Euro from the contribution of RAI SpA to the merger with RAI Holding; the overall figure shows a net decrease of 35,253 thousand Euro on the previous year. The result was the balance of new assets totalling 227,232 thousand Euro (of which 68,709 Euro transferred from assets under development and payments on account in respect of rights that became available during the year), a writedown against the risk of non-broadcasting and/or repeatability of certain programmes amounting to 43,142 thousand Euro (of which 4,142 thousand Euro in respect of a reclassification from provisions for liabilities and risks) and the amortisation charge for the period of 219,343 thousand Euro. 92 Rai SpA Notes to the financial statements Intangible assets (thousands of euros) Schedule 1 31.12.2003 Rai Holding Industrial patent and intellectual property rights: programmes (b) Provision for programmes being amortised (d) Cost Amortis. Book value 188,993 188,993 158,523 158,523 68,709 (4,142) 64,567 (39,000) (39,000) (219,343) (219,343) 674,430 (43,142) 631,288 (477,548) (477,548) 196,882 (43,142) 153,740 - 114 114 (28) (28) 86 86 3 35,637 35,640 - - (11) (3,240) (3,251) 117 35,637 35,754 (39) (3,240) (3,279) 78 32,397 32,475 - 89,927 1,212 91,139 - 89,927 1,212 91,139 82,053 1,767 83,820 (68,709) (1,868) (70,577) - 101,339 1,114 102,453 - 101,339 1,114 102,453 - 32,049 570,500 (24,165) (282,398) 7,884 288,102 277,983 1,868 (4,142) 82 (e) (2,146) (40,847) (224,740) 34,002 803,497 (26,314) (507,141) 7,688 296,356 452,694 221,736 674,430 (255,812) (221,736) (477,548) 196,882 196,882 Costs for intellectual property rights under development at 31 December 2003 that are not reclassified under intangible assets by end-2004 related to rights accruing subsequent 31 December 2004 or still to be defined, in addition to internally originated programmes completed at that date. They in any case relate to the cost of programmes expected to be used in the future. Book values: . not fully amortised leasehold improvements 25,303 (17,419) 7,884 31,038 (23,350) 25,303 (17,419) 7,884 31,038 (23,350) 7,688 7,688 (1,932) 3 (e) (1,929) Includes only amounts not fully amortised at 31 December 2003, with the exception of “Other”, which includes fully amortised leasehold improvement costs relating to unexpired lease contracts (see note (d) Book value: . not fully amortised 447,198 (258,205) 188,993 . fully amortised 261,703 (261,703) - 708,901 (519,908) 188,993 . fully amortised leasehold improvements relating to unexpired lease contracts leasehold improvements relating to expired lease contracts (e) Amortis. (258,205) (258,205) Other intangible assets (d) (c) Writedowns, elimination and disposals 447,198 447,198 Asset under development and payments on account programmes (c) capitalisation of leasehold improvements (b) 31.12.2004 Reclassific. - Concessions, licences, trademarks and similar rights Digital terrestrial Concessions, licences, trademarks and similar rights (a) Changes during the year Rai contibution to merger Increases and Cost (a) Amortis.(a) Total (a) capitalisation Changes in respect of reclassifications from tangible assets, of which: . costs: under development in amortisation . amortisation - 6,746 32,049 (6,746) (24,165) 7,884 2,956 33,994 (2,956) (26,306) 7,688 - 32,049 (24,165) 7,884 8 34,002 (8) (26,314) 7,688 3 85 (3) 85 The total value of the item at 31 December 2004, gross of the writedown, breaks down as: • rights to television programmes owned or held under indefinite licences amounting to 156,656 thousand Euro (at 31 December 2003: 142,334 thousand Euro in the financial statements of RAI SpA). • rights to third-party television programmes held under fixed-term licences totalling 40,226 thousand Euro (at 31 December 2003: 46,659 thousand Euro in the financial statements of RAI SpA). Investments in television programmes in 2004 totalled 240,576 thousand Euro, including 82,053 thousand Euro for investments in televisions programmes that were not yet available at 31 December 2004, which are carried under assets under development and payments on account. 93 Rai SpA Notes to the financial statements Analysing investments by type, at 31 December 2004, 201,838 thousand Euro had been invested in TV drama (series, miniseries, TV movies, soap operas, etc.), 10,885 thousand Euro in light entertainment programmes, 16,764 thousand Euro in specials and cultural programmes, 11,019 thousand Euro in cartoons and comedy programmes and about 70 thousand in other categories. Concessions, licences, trademarks and similar rights. The item, which is stated net of amortisation, includes costs incurred for the acquisition of licences for digital terrestrial frequencies, the creation and registration of the RAI logo and ownership of the TV Radiocorriere periodical, which is carried at the symbolic amount of one cent. The item totalled 32,475 thousand Euro, of which 32,397 thousand Euro in respect of the digital terrestrial frequencies. Assets under development and payments on account. The item came to 102,453 thousand Euro, of which: • 1,114 thousand Euro in respect of leasehold improvements under way; • 101,339 thousand Euro in respect of television programmes that are not yet available and are therefore not yet being amortised. Compared with the amount posted by the pre-merger RAI SpA at 31 December 2003, the item shows a net increase of 11,412 thousand Euro, as detailed in schedule 1. The rise is the balance between new assets under development totalling 82,053 thousand Euro, transfers of 68,709 thousand Euro to industrial patent and intellectual property rights in respect of productions or acquisitions that became available during the year, and writeoffs of 1,932 thousand Euro. For televisions programmes that have not yet become available, the total of 101,339 thousand Euro includes: • 76,262 thousand Euro in respect of television programmes owned by the company that were not ready at 31 December 2004 or for which usage rights began after 31 December 2004 (at 31 December 2003: 79,002 thousand Euro for RAI SpA). • 25,077 thousand Euro regarding third-party television programmes held on fixed-term licence beginning after 31 December 2004 (at 31 December 2003: 10,925 thousand Euro in the financial statements of RAI SpA). Other intangible assets. The amount of 7,688 thousand Euro regards costs – net of amortisation – incurred for leasehold improvements. 94 Rai SpA Notes to the financial statements Tangible Assets This heading reports the costs and related revaluations of physical assets with an economic life of two or more years that are owned by the company and used in operations. They are carried net of ordinary depreciation and writedowns for lasting value impairments. Ordinary depreciation rates are summarised below: • Buildings and light structures • Plant and machinery • Industrial and commercial equipment • Other assets: - Fittings - Office furniture and equipment - Electronic office equipment - Motor vehicles 3% 6% 12.5% 15.5% 19% 20% 10% 25% 19% 19% 12% 20% 25% Tangible assets (at the time of the merger these were all owned by the old RAI SpA) amounted to 533,906 thousand Euro at 31 December 2004, a net decrease of 49,210 thousand Euro on 31 December 2003: increases totalled 114,563 thousand Euro, while decreases came to 163,773 thousand Euro, as detailed in schedule 2. Tangible assets and accumulated depreciation (thousands of euros) 31.12.2003 Rai Holding Land and buildings Plant and machinery Industrial and commercial equipment Other tangible assets Assets under construction and payments on account (a) of which accelerated depreciation (b) of which: . Costs - tangible assets . Revaluations - tangible assets . Depreciation - tangible assets Schedule 2 Changes during the year Cost 31.12.2004 Rai contribution to merger Elimin. Increases Reclassif. Net Writedowns Ordinary Revaluat. Accumul. Total of tax and eliminations of land deprec. depreciation distortions capitalisat. and transfers and (a) (a) (b) buildings 412,165 - 1,058,673 90,523 133,170 614,012 26,455 5,020 3,093 (642,862) 383,315 (960,189) 124,939 (91,069) 4,474 (110,300) 25,963 4,802 49,947 2,261 3,111 2,763 2,388 24,230 16,268 1,685 76 7,338 63 (409) (212) (42) (271) 44,425 - 1,738,956 - 44,425 648,580 (1,804,420) 583,116 60,121 18,426 (18,795) 54,442 - (936) (1,870) (248,612) - (36,529) - Cost Revaluat. (52,595) 378,807 613,102 (62,948) 1,093,171 26,325 (3,037) 91,617 5,002 (6,794) 137,709 3,087 Accumul. depreciation (a) Book value (688,174) 303,735 (967,272) 152,224 (91,201) 5,418 (111,386) 29,410 43,119 - 43,119 (36,529) (125,374) 1,744,423 647,516 (1,858,033) 533,906 - 12,446 1,064 (11,640) 1,870 More specifically: • as indicated in the section “Accounting policies” for the elimination of tax distortions, we eliminated accelerated depreciation charged to income in previous years. The operation gave rise to extraordinary income of 60,121 thousand Euro, an increase in non-deductible ordinary depreciation amounting to 15,761 thousand Euro and the recognition of deferred tax liabilities of 16,728 thousand Euro; 95 Rai SpA Notes to the financial statements • in previous years a provision was recognised against a building in Turin in via Cernaia and one in Rome in Viale Mazzini, both of which have structural problems. While waiting for the buildings to come onto the market for disposal, part of the provision (36,529 thousand Euro) was used to reduce the carrying value of the buildings. As part of the operation, an independent appraisal was requested, which confirmed the permanent impairment of the buildings’ value. New assets, which reflect investments during the period, include 5,601 thousand Euro in capitalised internal personnel costs for work on property, plant and machinery. As regards the disclosure of finance lease transactions pursuant to Article 2427 no. 22 of the Civil Code, we report that in 2004 a building was acquired under a finance lease in Aosta to serve as the regional headquarters for the Valle d’Aosta. As specified in Document 1 of the Organismo Italiano di Contabilità (Italian Accounting Board), the following table shows the effects on the balance sheet and the income statement of the treatment of the transaction using the balance sheet method. Balance sheet effect (thousands of euros) a) Outstanding contracts Assets held under finance leases at end of previous year + Assets acquired under finance leases during the year - Assets under finance leases acquired through end-lease purchase option during the year - Depreciation +/- Writedowns/writebacks Income statement effect (thousands of euros) 5,991 Instalment payments in respect of finance leases charged to income 172 Financial expense on finance lease transactions -37 Depreciation charge on outstanding contracts -90 -90 - Writedowns of assets held under finance leases Assets held under finance leases at the end of the year 5,901 Effect on profit before taxes b) Assets acquired through end-lease purchase option Tax effect Effect on net profit of recognizing leases as finance leases c) Liabilities Implicit debt in respect of finance leases at end of previous year + Implicit debt arising during the year - Repayment of principal and exercise of purchase option during the year Implicit debt in respect of finance leases at the end of the year d) Total gross effect at end of the year (a+b+c) e) Tax effect f) Effect on equity - 45 - 19 26 -5,991 135 -5,856 45 - 19 26 The following section reports the gross value of revaluations posted under 96 Rai SpA Notes to the financial statements tangible assets, grouped by the law authorizing the revaluation: • 64,185 thousand Euro in implementation of Law 576 of 2 December 1975 and Law 72 of 19 March 1983, whose purchase cost came to 83,509 thousand Euro. The items include property acquired by 31 December 1946, whose gross value of 430 thousand Euro includes the revaluation carried out pursuant to Law 74 of 11 February 1952. • 58,027 thousand Euro in implementation of Law 413 of 30 December 1991. • 525,304 thousand Euro in implementation of Decree Law 263 of 29 April 1994, whose effects were ratified by Law 650 of 23 December 1996. Financial Assets This heading reports the cost of long-term financial investments and associated revaluations, net of any writedowns described in the comments to the individual items. Equity investments: these are recognised using the criteria described at point g) in the section “Accounting policies”. They amounted to 295,006 thousand Euro and include investments in shares or other forms of equity in companies, including consortiums. They are reported in the balance sheet under separate headings representing decreasing levels of control. The components of the value of equity investments, their distribution among the individual investee companies and transactions during the period are detailed in schedules 3 and 4. Financial assets-equity investments (thousands of euros) Schedule 3 31.12.2003 Rai Holding Cost Subsidiaries RAI RADIOTELEVISIONE ITALIANA SpA NEWCO RAI INTERNATIONAL SpA RAI CINEMA SpA RAI CLICK SpA RAI CORPORATION RAINET SpA RAISAT SpA RAI TRADE SpA RAI WAY SpA SACIS SpA in liquidazione SIPRA SpA Associates AUDIRADIO Srl AUDITEL Srl SAN MARINO RTV SpA SECEMIE Changes during the year Cost 236,283 (b) 999 - 116,198 105 391 43,893 2,451 5,165 70,238 103 11,114 236,283 250,657 - 10 10 258 851 1,129 Rai contribution to merger Writedowns Elimination (a) in merger (39,506) (39,506) (851) (851) 31.12.2004 Total Acquisitions Subscriptions (236,283) (236,283) 999 - 116,198 105 391 4,387 2,451 5,165 70,238 103 11,114 (236,283) (25,132) 83,900 4,000 87,900 - - - - 10 10 258 278 Disposals Writedowns (-) Writebacks (+) Cost (548) 999 - 200,098 105 (391) 391 (4,601) 47,893 2,451 5,165 70,238 103 11,114 (5,540) 338,557 546 546 10 10 258 851 1,129 Writedowns (a) Book value (548) 451 - 200,098 105 (391) (44,107) 3,786 2,451 5,165 70,238 103 11,114 (45,046) 293,511 (305) (305) 10 10 258 546 824 (a) net of reconstitution of share capital (b) carrying value is equal to book value 97 Rai SpA Notes to the financial statements Financial assets-equity investments (thousands of euros) Schedule 4 31.12.2003 Rai Holding Cost Other companies CFI CONSORZIO NETTUNO FINSIEL SpA INT. MULTIMEDIA UNIVERSITY UMBRIA SpA IST. ENCICLOPEDIA TRECCANI SpA ITALIA CINEMA Srl in liquidation since 30/01/2004 Changes during the year Rai contribution to merger Cost Writedowns Total (a) 31.12.2004 Acquisitions Subscriptions Disposals Writedowns (-) Writebacks (+) Cost Writedowns (a) Book value - 10 21 324 52 478 (10) (21) (42) - 324 10 478 - - (8) (149) 10 21 324 52 478 (10) (21) (50) (149) 324 2 329 - 26 911 (8) (81) 18 830 - - (3) (160) 26 911 (11) (241) 15 670 (a) net of reconstitution of share capital Schedule 5 shows the list of subsidiaries and associated companies pursuant to 2427 point 5 of the Civil Code. List of equity investments in subsidiaries and associated companies (thousands of euros) Name Registered office Share capital Equity of investee (1) Schedule 5 Net profit (loss) (1) Subsidiaries NEWCO RAI INTERNATIONAL SpA RAI CINEMA SpA RAI CLICK SpA RAI CORPORATION RAINET SpA RAISAT SpA RAI TRADE SpA RAI WAY SpA SACIS SpA in liquidazione SIPRA SpA Rome Rome Milan New York (USA) Milan Rome Rome Rome Rome Turin 1,000 200,000 177 367 (2) 5,160 2,585 8,000 70,176 102 10,000 452 241,585 6,526 (15) (3) 3,790 7,311 19,561 91,221 1,984 42,467 (256) 31,777 (1,025) (792) (4) (4,602) 3,386 4,261 7,780 (53) 18,538 Associated companies AUDIRADIO srl AUDITEL srl SAN MARINO RTV SpA SECEMIE Milan Milan S. Marino (RSM) Ecully (F) 234 300 516 3,829 756 709 5,391 2,521 73 48 347 1,616 % holding 99.900% 99.997678% 59.940% 100.000% 99.900% 94.900% 100.000% 99.99926% 100.000% 100.000% 33.330% 33.000% 50.000% 21.650% (1) financial statements at 31.12.2004 (2) $ 500,000 at exchange rate at 31.12.2004 of Euro 0.73416 (3) $ (20,118) at exchange rate at 31.12.2004 of Euro 0.73416 (4) $ (1,078,348) at exchange rate at 31.12.2004 of Euro 0.73416 (5) the negative equity is covered by a provision of the same amount The following section discusses the most significant developments in investees and the consequent impact on RAI’s financial statements: Equity investments in subsidiaries • NewCo Rai International SpA (99.9% RAI): the share capital of 1,000 thousand Euro is represented by 200,000 shares with a par value of 5 Euro each. As per the Board resolution of 13 May 2004, the remaining seven-tenths of capital previously posted under “Payables to subsidiaries” was paid in with value date at 21 June 2004. The investment was written down by 548 thousand Euro against the losses recorded in 2004 and previous years. The company is not operational. 98 Corresponding amount of equity in investee 451 241,579 3,912 (15) (5) 3,786 6,938 19,561 91,220 1,984 42,467 252 234 2,696 546 Book value 451 200,098 105 3,786 2,451 5,165 70,238 103 11,114 293,511 10 10 258 546 824 Rai SpA Notes to the financial statements • Rai Cinema SpA (99.997678% RAI): a capital increase of 83,900 thousand Euro was carried out during the year and fully subscribed by RAI. Share capital, which amounts to 200,000 thousand Euro, is composed of 38,759,690 shares with a par value of 5.16 Euro each. During 2004, the company paid a total dividend of 44,550 thousand Euro, which RAI recognised under income from equity investments in the amount accruing to it, equal to 44,548 thousand Euro. Last year closed with a net profit of 31,777 thousand Euro. • Rai Click SpA (59.94% RAI): share capital is equal to 176,800 Euro and is represented by 340,000 shares with a par value of 0.52 Euro each. The company ended the year with a loss of 1,025 thousand Euro, which was amply covered by the share premium account. • Rai Corporation (100% RAI): the investment, which is composed of 50,000 shares with a par value of 10 US Dollars, has a gross carrying value of 391 thousand Euro, equal to 500,000 US Dollars at the exchange rate at which share capital was reconstituted following coverage of the loss for 1996 in 1997. Last year ended with a loss of 1,078,348 US Dollars (equal to 792 thousand Euro at the US Dollars/Euro exchange rate at 31 December 2004), which resulted in negative equity in the amount of 20,118 thousand US Dollars (equal to 14,770 thousand Euro at the year-end exchange rate). The investment was therefore fully written down and a provision equal to the amount exceeding the carrying value was recognised under provisions for liabilities and risks. • Rai Net SpA (99.9% RAI): share capital amounts to 5,160 thousand Euro and is represented by 1,000,000 shares with a par value of 5.16 each. In 2004 RAI made capital contributions totalling 4,000 thousand Euro. At 31 December 2004 the equity investment had a value of 47,984 thousand Euro. After having been written down at 31 December 2003 by 39,507 thousand Euro, it was written down by a further 4,601 thousand Euro in order to cover the loss posted in 2004. • Raisat SpA (94.9% RAI): the company closed the year with a net profit of 3,386 thousand Euro. In 2004 it paid a dividend of 1,795 thousand Euro, of which 1,704 thousand Euro to RAI, which was recognised under income from equity investments. Share capital is represented by 500,000 shares with a par value of 5.17 Euro each. • Rai Trade SpA (100% RAI): the company ended 2004 with a net profit of 4,261 thousand Euro. During the year it paid a dividend of 2,300 thousand Euro from the net profit for 2003, which was recognised under income from equity investments. Share capital is represented by 100,000 shares with a par value of 80 Euro each. • Rai Way SpA (99.99926% RAI): the company closed the year with a net profit of 7,780 thousand Euro. Share capital is represented by 13,600,000 shares with a par value of 5.16 Euro each. • SACIS SpA in liquidation (100% RAI): the company, which has been in liquidation since 23 January 1998, reported a loss of 53 thousand Euro, easily 99 Rai SpA Notes to the financial statements covered by other reserves. Share capital is represented by 200,000 shares with a par value of 0.51 Euro each. • Sipra SpA (100% RAI): the company ended 2004 with a net profit of 18,538 thousand Euro. It paid a dividend of 8,200 thousand Euro from net profit for 2003, which was recognised under income from equity investments. Share capital is represented by 100,000 shares with a par value of 100 Euro each. Equity investments in associated companies • Audiradio Srl (33.33% RAI): the company ended the year with a net profit of 73 thousand Euro. Capital amounts to 234,000 Euro and is composed of 234,000 equity parts with a nominal value of 1 Euro each. • Auditel Srl (33% RAI): the company closed 2004 with a net profit of 48 thousand Euro. Capital amounts to 300,000 Euro and is composed of 300,000 equity parts with a nominal value of 1 Euro each. • San Marino Rtv SpA (50% RAI): the joint venture, which was established in 1991 by RAI and E.RA.S. - Ente di Radiodiffusione Sammarinese - pursuant to Law 99 of 9 April 1990 ratifying the collaboration treaty between the Republic of Italy and the Republic of San Marino concerning radio and television, closed the year with a net profit of 347 thousand Euro. Share capital is represented by 1,000 shares with a par value of 516.46 Euro each. • Secemie Société Anonyme (21.65% RAI): share capital is represented by 255,293 shares with a par value of 15 Euro each. 2004 ended with a net profit of 1,616 thousand Euro, with the consequent release of the provision made against losses exceeding carrying value and the revaluation of the equity investment. The change in the percentage stake in the company with respect to the previous year was due to the entry of a new shareholder. Equity investments in other companies • C.F.I – Consorzio per la Formazione Internazionale: the investment, which was carried at the value of the share in the consortium paid in upon joining, equal to 10 thousand Euro, was fully written down since, under the bylaws of the consortium, withdrawal does not entitle members to reimbursement of their contribution. • Consorzio Nettuno – Consorzio per la realizzazione di università a distanza: the investment of 21 thousand Euro was fully written down since, under the bylaws of the consortium, withdrawal does not entitle members to reimbursement of their contribution. 100 Rai SpA Notes to the financial statements • Finsiel – Consulenza e applicazioni informatiche SpA (0.916% RAI): the value of the investment was unchanged with respect to the previous year at 324 thousand Euro. Share capital is represented by 1,161,324 shares with a par value of 51.65 Euro each. • International Multimedia University Umbria SpA (1.533% RAI): carried at 52 thousand Euro, it was written down by 50 thousand Euro as a result of losses at 30 April 2004 in proportion to RAI’s interest. With a resolution of 30 June 2004 share capital was reduced and is now represented by 12,000 shares with a par value of 11.00 Euro each. • Istituto Enciclopedia Treccani SpA (0.83% RAI): the investment is carried at 329 thousand Euro net of the writedowns made to cover RAI’s share of losses in previous years. Share capital is represented by 750,000 shares with a par value of 51.65 Euro each. • Italia Cinema Srl in liquidation (5% RAI): the company was placed in liquidation with the resolution of the Extraordinary General Meeting of 30 January 2004 with immediate effect. The investment is carried at 15 thousand Euro, net of the writedown made as a consequence of losses in previous years. Receivables: this item came to 17,798 thousand Euro (at 31 December 2003 it amounted to 20,379 thousand Euro in the financial statements of the pre-merger RAI SpA). Of the total, 16,309 thousand Euro regards prepaid tax on staff severance pay disbursed pursuant to Law 140/97 (of which 443 thousand Euro in respect of the revaluation for the period), 183 thousand Euro regards loans to employees, 1,079 thousand Euro is made up of security deposits and 227 thousand Euro regards other receivables. Schedule 12 details their distribution by maturity. The geographical distribution of the receivables shows that they almost exclusively regard Italian residents. Financial assets - receivables (thousands of euros) Schedule 6 31.12.2003 Rai Holding Due from others: - employees - security deposits - Ponteco - tax prepayments on severance pay - Law 140/97 - other (a) of which default interest (b) interest income accrued during the year - Changes during the year Rai contribution to merger Nominal Provisions Total value for doubtful accounts (a) 383 1,051 249 18,807 317 20,807 (179) (249) (428) - 204 1,051 0 18,807 317 20,379 31.12.2004 Disbursement Reclassif. Repayments 81 83 164 - (102) (55) (2,941) (90) (3,188) Writedowns Nominal Provisions (-) value for doubtful Writebacks (+) a accounts (a) 443 (b) 443 - 362 1,079 249 16,309 227 18,226 Book value (179) 183 - 1,079 (249) - 16,309 227 (428) 17,798 - Other securities: these are carried at 3,562 thousand Euro and are entirely composed of securities pledged as collateral; schedule 7 details their composition. 101 Rai SpA Notes to the financial statements Financial assets - other securities (thoudands of euros) Schedule 7 31.12.2003 Rai Holding Cost Fixed-income securities: - Enel bonds - B.T.P. - C.C.T. 9,990 9,990 Changes during the year 31.12.2004 Rai contribution to merger Cost Revaluations Writedowns Total Acquisit. Redemptions Revaluat. (a) (a) (a) 32 3,560 3,592 (a) issue and trading discounts .. 4 4 0 .. 32 (27) 3,537 (27) 3,569 4 (27) - (9,990) (9,990) Writedowns (-) Writebacks (+) (a) - .. 32 (7) 3,560 (7) 3,592 .. 4 4 .. 32 (34) 3,530 (34) 3,562 - (7) 4 (34) Current Assets Inventories Inventories amounted to 2,472 thousand Euro net of writedowns (at 31 December 2003 they came to 2,880 thousand Euro for RAI SpA). As detailed in schedule 8, they break down as: • Raw materials, supplies and consumables: the item amounted to 2,076 thousand Euro net of accumulated depreciation totalling 15,385 thousand Euro. It is entirely composed of stocks and spare parts for maintenance and the operation of equipment, considered on the same basis as consumables since it is not directly incorporated in products. • Finished goods and merchandise: this consists entirely of inventories associated with the book publishing and periodicals business, which amounted to 396 thousand Euro net of writedowns of 1,457 thousand Euro to bring the item into line with estimated realisable value. Inventories (thousands of euros) Schedule 8 31.12.2003 Changes during the year 31.12.2004 Rai Holding Rai contribution to merger Increases (+) Decreases (-) Balance of accruals (-) uses (+) of provision Total Raw materials, supplies and consumables Provision for inventory writedown - 17,849 (15,385) 2,464 (388) (388) - 17,461 (15,385) 2,076 Finished products - 416 2,880 (20) (408) - 396 2,472 Receivables The item totalled 1,030,839 thousand Euro, an increase of 1,026,441 thousand Euro on 31 December 2003, of which 1,078,387 Euro from the merger of RAI SpA into RAI Holding. 102 Cost Revalutat. Writedowns Book (a) (a) value Rai SpA Notes to the financial statements Schedule 9 details the components of the item, while schedules 12 and 13 show their distribution by maturity and type and by currency. Current assets - receivables (thousands of euros) Schedule 9 31.12.2003 Rai Holding Changes during the year Rai contribution to merger Rai Elimination Total for merger 31.12.2004 New positions (+) repayments (-) accruals (-) uses (+) of provision Total 144,733 Customers . government and other public entities for public broadcasting services - 142,813 - 142,813 1,920 - . licence fee receivables - 62,861 - 62,861 (57,826) - 5,035 . other receivables - 60,309 - 60,309 (8,519) - 51,790 less . provision for doubtful accounts Subsidiaries . RAI RADIOTELEVISIONE ITALIANA SpA - (17,018) - (17,018) - 5,597 (11,421) - 248,965 - 248,965 (64,425) 5,597 190,137 149 - . NEWCO RAI INTERNATIONAL SpA - 22 (149) - (149) - - - 22 7 - 29 . 01 DISTRIBUTION - - - . RAI CINEMA SpA - 212,381 - - 44 - 44 212,381 2,638 - 215,019 . RAI CLICK SpA - 113 - . RAI CORPORATION - 102 - 113 18 - 131 102 1,031 - 1,133 . RAI NET SpA - 1,180 - 1,180 56 - 1,236 . RAISAT SpA - 8,128 - 8,128 10,758 - 18,886 . RAI TRADE - 13,815 - 13,815 2,014 - 15,829 . RAI WAY SpA - 31,708 - 31,708 (4,210) - 27,498 . SIPRA SpA - 333,066 - 333,066 12,558 - 345,624 149 600,515 (149) 600,366 24,914 - 625,429 Associated companies . AUDIRADIO - .. - .. - - - . AUDITEL - 1 - 1 (1) - - . SAN MARINO RTV - 123 - 123 5 - 128 . SECEMIE Tax receivables - 7 - 7 (7) - - - 131 - 131 (3) - 128 324 36,538 - 36,538 (7,431) - 29,431 Deferred tax assets - - - - 62,832 - 62,832 Others . personnel - 7,930 - 7,930 (1,060) - 6,870 . correspondents - 91 - 91 (49) - 42 3,920 - - - (3,920) - - . European Union for subsidies and grants - 645 - 645 (112) - 533 . agencies, companies, entities and others 5 184,824 - 184,824 (67,621) - 117,208 . repurchase agreements less . provision for doubtful accounts - (1,103) - (1,103) - (668) (1,771) 3,925 192,387 - 192,387 (72,762) (668) 122,882 4,398 1,078,536 (149) 1,078,387 (56,875) 4,929 1,030,839 Their geographical distribution is summarised in the following table: (thousands of euros) customers subsidiaries associated companies tax receivables deferred tax assets advances for sports events other receivables Total Italy 182,762 624,296 29,431 62,832 21,184 920,505 EU countries Other countries 6,688 128 7,929 553 15,298 687 1,133 93,202 14 95,036 Total 190,137 625,429 128 29,431 62,832 101,131 21,751 1,030,839 103 Rai SpA Notes to the financial statements Customers: the item records trade receivables, excluding those vis-à-vis subsidiaries and associated companies, which are posted under separate headings. The item totalled 190,137 thousand Euro, with a nominal value of 201,558 thousand Euro written down by 11,421 thousand Euro to estimated realisable value. Compared with 31 December 2003, when the heading included only the financial statements of the pre-merger RAI SpA, the figure represents a decrease of 58,828 thousand Euro. More specifically, the item breaks down as follows: • receivables for public broadcasting services to central government and other public entities: as shown in the following table, these amounted to a nominal 144,733 thousand Euro. The figures show an increase of 142,813 thousand Euro in respect of the merger and 1,920 thousand Euro as the balance of the increase in invoices issued and accrued items for 2004 and the decrease for collections. The comparative figures are those of the pre-merger RAI SpA: (thousands of euros) Prime Minister s Office: - Operating grant to be transferred to San Marino RTV - International short-wave broadcasting - Radio and television programmes for foreign stations for the promotion of the Italian language and culture - Broadcasting from Trieste in Slovenian - Radio and television broadcasts in French for the Autonomous Region of Valle d’Aosta - Radio and television broadcasts in German for the Province of Bolzano and radio broadcasts in Ladin for the Val Badia, Val Gardena and Val di Fassa - Extension of the RaiUno signal to Tunisia and subsequent maintenance Ministries: - Economy and Finance: reimbursement of expenses for management of licence fee collection Regions: - Autonomous Region of Valle d’Aosta: management of equipment for reception of programmes from the French-speaking area Total 2003 2004 1,549 35,590 1,549 35,432 19,280 6,365 19,301 6,365 1,954 1,953 14,962 1,786 14,962 1,710 56,257 57,874 5,070 142,813 5,587 144,733 The above items concern: • Prime Minister’s Office: receivables for short-wave broadcasting, programmes for the promotion of the Italian language and culture, and broadcasts in Slovenian, French, German and Ladin for a total of 59,959 thousand Euro. The item regards services rendered in 2004. • Ministry for the Economy and Finance: the receivable of 57,874 thousand Euro in respect of the management of ordinary licence fee operations regards the period from 1998 to 2004. • Autonomous Region of Valle d’Aosta: the receivable of 5,587 thousand Euro regards the reimbursement of costs incurred for the operation of equipment for reception of French-language programmes for the period from 1994 to 2004. 104 Rai SpA Notes to the financial statements - Receivables for licence fees: the item reports licence fees already paid by subscribers but not yet transferred to RAI. They have a nominal value of 5,035 thousand Euro, entirely regarding previous years. - Other receivables: these had a nominal value of 51,790 thousand Euro, a decrease of 8,519 thousand Euro on 31 December 2003 (pre-merger RAI SpA). They regard services other than those detailed above (sale of rights, technical assistance, etc.). • Subsidiaries: the item totalled 625,429 thousand Euro (at 31 December 2003, 149 thousand Euro, plus the effects of the merger, which amount to 600,366 thousand Euro). It is the year-end balance of transactions with subsidiaries, as specified in Schedule 9. The item includes financial receivables of 234,768 thousand Euro (225,639 thousand Euro at 31 December 2003) and trade receivables of 390,661 thousand Euro (374,876 Euro at 31 December 2003). • Associated companies: the item totalled 128 thousand Euro (at 31 December 2003, 131 thousand Euro as reported by the pre-merger RAI SpA). It represents the balance of receivables from associated companies, as detailed in Schedule 9. • Tax receivables: the nominal value of the item came to 29,431 thousand Euro at year-end (at 31 December 2003: 324 thousand Euro in the financial statements of the pre-merger RAI Holding and 36,538 thousand Euro in those of RAI SpA). It is composed of 13,455 thousand Euro in respect of the credit balance for direct taxes, 10,625 thousand Euro for the Group’s VAT balance and 5,135 thousand Euro in respect of receivables for tax rebates, with the remainder accounted for by minor items. • Deferred tax assets: the item totalled 62,832 thousand Euro and represents the claim in respect of items with deferred tax deductibility, as detailed in the section “income taxes”, amounting to 60,400 thousand Euro and assets transferred from Group companies participating in the consolidated taxation mechanism. • Others: the item came to 122,882 thousand Euro (at 31 December 2003: 3,925 thousand Euro in the financial statements of the pre-merger RAI Holding and 192,387 Euro in those of RAI SpA). Net of writedowns of 1,771 thousand Euro, other receivables break down as follows: - receivables from personnel amounted to a nominal 6,870 thousand Euro. They are entirely composed of advances of various types, mainly for travel expenses (3,916 thousand Euro) and production expenses (1,571 thousand). - receivables from correspondents, which amounted to a nominal 42 thousand Euro, are composed of advances paid to correspondents abroad for operations at foreign bureaus. 105 Rai SpA Notes to the financial statements - receivables from the European Union for subsidies and grants amounted to a nominal 533 thousand Euro and consist entirely of receivables for research projects. - receivables from agencies, companies, entities and others totalled 117,208 thousand Euro. They mainly regard advances on filming rights to sports events (101,131 thousand Euro), sundry advances to suppliers (4,869 thousand Euro) and advances to social security institutes in respect of contributions for artistic projects (5,363 thousand Euro). Cash and cash equivalents The item is described in schedule 10. It breaks down as follows: • Cash at banks and post offices: these amounted to 143,015 thousand Euro (at 31 December 2003: 611 thousand Euro as well as 113,306 Euro posted by the pre-merger RAI SpA). They represent sight or short-term balances on deposit or current accounts with banks, financial institutions and the Post Office. • Cheques: they totalled 1 thousand Euro. • Cash and cash equivalents on hand: this came to 255 thousand Euro (at 31 December 2003: 270 thousand Euro at the pre-merger RAI SpA and 1 thousand Euro at RAI Holding) and include liquid funds in the form of cash and equivalent instruments (stamps, cashier’s cheques or bank-guaranteed cheques, etc.) held by the company at 31 December 2004. Cash and cash equivalents (thousands of euros) Schedule 10 31.12.2003 Cash at banks and post offices Cheques Cash and cash equivalents on hand Changes during the year 31.12.2004 Rai Holding Rai contribution to merger Balance Total 611 1 612 113,306 3 270 113,579 29,098 (2) (16) 29,080 143,015 1 255 143,271 Schedule 13 details the breakdown of the item by currency. Accrued income and prepaid expenses Accrued income and prepaid expenses total 17,721 thousand Euro. They are detailed in Schedule 11. 106 Rai SpA Notes to the financial statements Accrued income and prepaid expenses (thousands of euros) Schedule 11 31.12.2003 Changes during the year 31.12.2004 Rai Holding Rai contribution to merger Balance Total 22 22 11,818 610 3,623 44 122 21 26 107 49 81 1,100 624 18,225 88 (119) (670) 124 (6) (26) 131 21 458 (240) (328) (567) 11,906 491 2,953 44 246 15 260 70 539 860 296 17,680 Other prepaid expenses: . sports event filming rights . Rai Way service costs . hire costs . association dues . rent . commissions on sureties . commissions on interest rate collars . insurance . maintenance and repairs . software licences . programme production exclusive . other Accrued income: . interest income Total 253 33 (245) 41 275 18,258 (812) 17,721 Receivables and accrued income by maturity and type (thousands of euros) Schedule 12 31.12.2003 - Rai Holding and Rai within one year Amount falling due after after 2 to 5 more than years 5 years 31.12.2004 Total within one year Amount falling due after after 2 to 5 more than years 5 years Total Non-current financial receivables Subsidiaries - - - - - - - - Associated companies - - - - - - - - Parent companies Others - - - - - - - - 2,324 9,154 8,901 20,379 2,945 11,584 3,269 17,798 2,324 9,154 8,901 20,379 2,945 11,584 3,269 17,798 Current receivables Other financial receivables due from Subsidiaries 225,639 - - 225,639 234,768 - - 234,768 Associated companies - - - - - - - - Parent companies - - - - - - - - Others: - repurchase agreements 3,920 - - 3,920 - - - - 229,559 - - 229,559 234,768 - - 234,768 Trade receivables Customers 248,965 - - 248,965 190,137 - - 190,137 Subsidiaries 374,876 - - 374,876 390,661 - - 390,661 131 - - 131 128 - - 128 Associated companies Others: - government and other public certities for subsidies and grants Tax receivables Deferred tax assets Sundry receivables Other receivables Accrued income Total 645 - - 645 533 - - 533 624,617 - - 624,617 581,459 - - 581,459 36,862 - - 36,862 29,431 - - 29,431 36,862 - - 36,862 29,431 - - 29,431 - - - - 62,832 - - 62,832 - - - - 62,832 - - 62,832 191,747 - - 191,747 122,349 - - 122,349 191,747 - - 191,747 122,349 - - 122,349 286 - - 286 41 - - 41 1,085,395 9,154 8,901 1,103,450 1,033,825 11,584 3,269 1,048,678 107 Rai SpA Notes to the financial statements Receivables, cash and equivalents and accrued income in foreign currency or exposed to exchange rate risk (thousands of euros) In euros 31.12.2003 - Rai Holding and Rai In foreign Provision currency or for exposed to doubtful exchange accounts Total In euros 31.12.2004 In foreign Provision currency or for exposed to doubtful exchange accounts rate risk Non-current receivables subsidiaries associated companies parent companies others Current receivables customers subsidiaries associated companies parent companies tax receivables deferred tax assets others: - government and other public entities for subsidies and grants - repurchase agreements - other Cash and cash equivalents Cash held at banks and post offices Cheques Cash and cash equivalents on hand Total rate risk 20,806 20,806 1 1 (428) (428) 20,379 20,379 18,225 18,225 1 1 (428) (428) 17,798 17,798 263,905 600,413 131 36,862 - 2,078 102 - (17,018) - 248,965 600,515 131 36,862 - 200,796 625,402 128 29,431 62,832 762 27 - (11,421) - 190,137 625,429 128 29,431 62,832 645 3,920 192,737 1,098,613 113 2,293 645 3,920 (1,103) 191,747 (18,121) 1,082,785 533 124,073 1,043,195 47 836 533 (1,771) 122,349 (13,192) 1,030,839 112,922 3 271 113,196 995 995 - 113,917 3 271 114,191 142,565 1 255 142,821 450 450 - 143,015 1 255 143,271 286 - - 286 41 - - 41 1,232,901 3,289 (18,549) 1,217,641 1,204,282 1,287 Accrued income Total Schedule 13 - (13,620) 1,191,949 Liabilities and Equity Equity The components of shareholders’ equity and the effects of transactions carried out in the current and previous financial years are shown in Schedule 14. Equity (thousands of euros) Schedule 14 31.12.2002 Changes during the year 31.12.2003 Rai Allocation of Holding profit/coverage of loss Share capital (a) Legal reserve Other reserves: . reserve for capital grants . reserve for taxed capital grants . reserve for capital grants under Art. 55 Pres. Decr. 917/86 . other extraordinary reserves . goodwill on merger Retained earnings Net profit (loss) for the year (a) no. of ordinary shares par value Changes during the year Net profit (loss) Rai Holding Rai contribution to merger Reclassificat. Allocation of profit/coverage of loss 241,447 510 - - 241,447 510 500,000 12,846 - 1,236 - - - - 2,527 8,389 (1,265) 1,265 - 9,679 (10) 251,626 (10) 10 - (168) (168) 9,669 (168) 251,458 9,364 74,025 24,723 631,874 - 23,487 (168) (24,555) - 241,447,000 1 euro Net profit (loss) Capital increase Total - (500,000) - (14,082) 1,071 - 242,518 510 (9,654) - 1,262 - - (97,512) - 384,965 112,970 112,970 (236,283) (1,071) - 9,364 383,894 9,501 112,970 760,019 - 241,447,000 100,000,000 1 euro 5 euro As noted elsewhere, in 2004 RAI eliminated tax distortions from its accounts. 108 31.12.2004 Eliminat. for merger 242,518,100 1 euro Rai SpA Notes to the financial statements The effects of the operation are shown in the following pro forma figures in respect of the merger of RAI Holding and RAI: Pro forma Financial Statements 2002 Amounts before elimination of tax distortions Tax distortions gross of deferred taxes: - Accelerated depreciation - Reversal of accelerated depreciation - Provision for doubtful accounts - Exchange rate variation provision Total gross distortions Related deferred taxes Amounts after elimination of tax distortions 2003 Financial Statements 2004 Capital and reserves Net profit for the year Capital and reserves Net profit for the year 622,494 24,555 647,049 72,986 44,851 259 45,110 -18,326 649,278 34,590 -19,320 3,100 -127 18,243 -5,043 37,755 60,121 3,100 123 63,353 -23,369 687,033 60,121 3,100 132 63,353 - 23,369 112,970 The consolidated Group financial statements at 31 December 2004 show equity gross of minority interests of 851.1 million Euro, including a consolidated net profit of 82.2 million Euro. The following notes provide additional detail on the individual components of equity. Share Capital At 31 December 2004 share capital was represented by 242,518,100 ordinary shares with a par value of 1 Euro owned by the Ministry for Economy Affairs and Finance (241,447,000 shares, equal to 99.5583% of share capital) and the SIAE (Italian Association of Authors and Publishers) (1,071,100 shares, equal to 0.4417% of share capital). Legal reserve The reserve amounted to 510 thousand Euro. Other reserves Other reserves totalled 394,520 thousand Euro. They break down as follows: • 9,364 thousand Euro in respect of the remainder of the reserve for capital grants under Article 55 of Presidential Decree 917 of 22 December 1986 (point 3), which represented the portion of tax-suspended contributions received in 1996 (81 thousand Euro), 1995 (9,014 thousand Euro) and 1991 (269 thousand Euro), for which no distribution is planned. 109 Rai SpA Notes to the financial statements • 1,262 thousand Euro (of which 9,015 thousand Euro received in 1995 and 1,800 thousand Euro in 2000) in respect of the taxable reserve for capital contributions; the provisions for the related current and deferred taxes are posted as specific items in the balance sheet. • 383,894 thousand Euro in reserves in respect of goodwill arising on merger. Retained earnings The item came to 9,501 thousand Euro and is composed of residual undistributed net profit on the balance sheet of RAI Holding at the time of the merger. The following table shows the components of shareholders’ equity with their possible uses and availability, as well as any uses made in the previous three years: Description type - Share capital - Reserves: - Legal reserve - Reserve for capital grants - Reserve for capital grants under Art. 55 Pres. Decr. 917/86 - Reserve for goodwill on merger - Retained earnings - Net profit for the period Total Unavailable share - 5% net profit for period - foreign exchange gains Available share Amount (thousands of euros) Possible uses Amount available Uses in previous three years 242,518 - - - 510 1,262 9,364 2 1-2-3-4 1-2-3-4 1,262 9,364 - 383,894 9,501 112,970 1-2-3 1-2-3 1-2-3 383,894 9,501 112,970 516,991 - -6 - 478 516,507 Key: 1: capital increase - 2: coverage of losses - 3: distribution to shareholders - 4: subject to IRES if used for purpose other than coverage of losses Net profit for the year Net profit came to 112,969,764.00 Euro. Provisions for liabilities and risks The heading totalled 426,596 thousand Euro, a net decrease of 52,746 thousand Euro with respect to the figure at 31 December 2003 for the pre-merger RAI SpA. The composition of these items and the breakdown of the decrease are shown in schedule 15. 110 Rai SpA Notes to the financial statements Provisions for liabilities and risks (thousands of euros) 31.12.2003 Rai Holding Schedule 15 Rai contribution to merger Accrued Changes during the year Taxes Used on directly revaluation Transferred to income statement Reclassified 31.12.2004 Total 4,940 Pensions and similar liabilities: - supplementary seniority benefits - 5,089 151 - (258) (42) - - social security benefits - 1,195 31 (3) (61) - (67) 1,095 - supplementary company pension fund - 150,725 8,934 - (11,302) - 67 148,424 - 157,009 9,116 (3) (11,621) (42) - 154,459 Taxes - 2,342 29,356 - - - - 31,698 Other provisions: - litigation - 121,877 - (19,366) (6,108) - 111,370 - pension litigation - 31,000 - - - - - 31,000 - reclamation and renovation of property - 63,879 - - (834) - (36,529) 26,516 - withdrawal risk-associated companies - 24,381 - - (884) (1,047) - 22,450 - lease disputes - 5,333 614 (b) - (27) - - 5,920 - Education Ministry agreement - 4,303 1,276 (c) - - - - 5,579 - charges for assets under development/construction - 6,000 - - - (500) - 5,500 - accrued costs - 3,923 307 (d) - (16) - - 4,214 - risks on programmes - 18,117 - - - (13,975) (4,142) 19,626 - sundry: . liabilities . risks (a) contra-items: item item (b) contra-item: item (c) contra-item: item (d) contra-item: item (e) contra-items: item item (f) contra-items: item item B 9 e) Other personnel costs - 10,808 B 12 Provision for risks - 4,159 B 12 Provision for risks B 13 Other provisions B 9 Personnel costs D 19 Writedowns of assets - 15 B 13 Other provisions - 7,587 B 12 Provision for risks - 1,234 C 17 Other financial expense - 1,149 14,967 (a) - 32,890 7,602 (e) - (4,908) (15,958) - - 8,288 2,383 (f) - (347) (2,060) - 8,264 - 319,991 27,149 - (26,382) (39,648) (40,671) 240,439 - 479,342 65,621 (3) (38,003) (39,690) (g) (40,671) 426,596 (g) contra-item: item A 5 c) Other revenue sand income - 38,905 item D 18 a) Revaluations of equity investments - 652 item E 20 c) Other extraordinary income - 133 The following notes provide additional details on the individual provisions. Pensions and similar liabilities: the item totalled 154,459 thousand Euro and is composed of the supplementary seniority benefits provision, the social security benefits provision and the company supplementary pension fund. • the provision for supplementary seniority benefits amounted to 4,940 thousand Euro at year-end (at 31 December 2003 it came to 5,089 thousand Euro for the pre-merger RAI SpA). It represents the liability in respect of indemnities in lieu of notice towards employees hired before 1978 who have reached the compulsory retirement age. The amount is revalued each year for consumer price inflation. In the event of early termination of employment the amounts accrued are released. • the provision for social security benefits totalled 1,095 thousand Euro (at 31 December 2003 it came to 1,195 thousand Euro for the pre-merger RAI SpA). It includes amounts accrued until 31 December 1988 and supplementary amounts allocated in subsequent periods in order to protect the real value of the fund for eligible employees in accordance with the provisions of the national collective bargaining agreement. 111 Rai SpA Notes to the financial statements Since 1 January 1989 social security contributions by RAI and withholdings from employees have been paid into the CRAIPI (supplementary pension fund for RAI employees) and the FIPDRAI (supplementary pension fund for RAI management), associations that are responsible for managing pensions funds under the agreements between RAI and labour unions. Upon retirement, the pension funds accumulated by RAI, CRAIPI and FIPDRAI are paid out unless employees opt for the company supplementary pension plan. In this case, the FIPDRAI and CRAIPI funds remain with the associations to finance supplementary pension benefits, which are calculated on the basis of assessed returns. Funds accrued by RAI are used to finance residual pension payments up to the amounts agreed in labour agreements. • the company supplementary pension fund totalled 148,424 thousand Euro at 31 December 2004 (at 31 December 2003 it came to 150,725 thousand Euro for the pre-merger RAI SpA). It includes: - 138,415 thousand Euro in respect of supplementary pension benefits currently being paid (at 31 December 2003: 139,750 thousand Euro), drawn on the funds accrued for employees who opt for the supplementary pension plan, which is kept in line with actuarial reserves in order to ensure sufficient benefits for plan participants and their survivors. - 10,009 thousand Euro in respect of pensions that will be paid to employees still in service in the event some of such employees opt for the supplementary pension plan (at 31 December 2003: 10,975 thousand for the pre-merger RAI SpA). Benefits are calculated on the basis employees’ compensation, seniority and financial and demographic parameters normally used in similar cases. Taxes: the provision for taxes totalled 31,698 thousand Euro (at 31 December 2003: 2,342 thousand Euro for the pre-merger RAI SpA) and is composed of: - 13,148 thousand Euro for deferred taxes in respect of amortisation and depreciation accrued during the year; - 16,728 thousand Euro for deferred taxes in respect of non-deductible depreciation that will be recognised in future years following the elimination of tax distortions related to accelerated depreciation booked in previous years; - 1,525 thousand Euro for deferred taxes on capital gains recognised in the years up to 2004; - 297 thousand Euro in respect of taxes assessed in an audit of the 1975 financial year and related penalties. The current provision will be used in future years on an accruals basis. Other provisions: 240,439 thousand Euro (at 31 December 2003: 319,991 thousand Euro, all of which in the financial statements of the pre-merger RAI SpA). The item includes accruals for costs or losses whose existence is certain but whose amount cannot be determined or which are probable and whose amount can be reasonably estimated. The main items are detailed in schedule 15. The most significant changes with respect to the previous year regard: 112 Rai SpA Notes to the financial statements - the provision for liabilities in respect of structural works on a number of company properties decreased by 37,363 thousand Euro, of which 36,529 thousand Euro were used to write down the value of the buildings in Rome in Viale Mazzini and in Turin in Via Cernaia, as discussed in the section on tangible assets; - the provision for the risk of that programmes might not be transmitted or re-broadcast decreased to nil following use of 13,975 thousand Euro. The remainder (4,142 thousand Euro) was reclassified to a specific programme impairment provision. As regards pending litigation with employees and third parties, the allocation to provisions for liabilities and risks is the best estimate of the likely liability based on the most up-to-date information available. Staff severance pay The provision totalled 345,784 thousand Euro (at 31 December 2003: 325,903 thousand Euro, of which 25 thousand Euro for RAI Holding and 325,878 thousand Euro for the pre-merger RAI SpA). The provision is calculated at the individual level in accordance with the provisions of Article 2120 of the Civil Code – net of advances paid pursuant to paragraph 6 of that article – and take account of all non-occasional components of compensation. The composition of the item and changes during the period are shown in Schedule 16. Staff severance pay (thousands of euros) Schedule 16 Rai Holding - balance at 31 December 2003 25 Changes during the year: . RAI contribution to merger 325,878 . accruals to income 42,173 . utilization for severance pay (17,109) . personnel transfers . other changes 275 (5,458) 345,759 Balance at 31 December 2004 345,784 Payables Payables amounted to 807,268 thousand Euro, a decrease of 74,484 thousand Euro on the total of those recognised at 31 December 2003 by RAI Holding (74 thousand Euro) and RAI SpA (881,678 thousand Euro net of eliminations made in the merger). More specifically, financial debt to banks and other lenders amounted to 16,581 thousand Euro, a net decrease of 43,800 thousand Euro on the figures reported by the pre-merger RAI SpA at end-2003. The composition of the heading is given in Schedule 17. Schedule 20 shows secured debt, while schedules 21 and 22 detail the composition of the item by maturity, type and currency. 113 Rai SpA Notes to the financial statements More than 95% of the item regards Italian residents, or about 770 million Euro out of a total of 807 million Euro. Payables (thousands of euros) Schedule 17 31.12.2003 Rai Holding Changes during the year Rai contribution to merger Rai Elimination Total Balance of new for merger positions (+) and repayments (-) Total Due to banks - 60,381 - 60,381 (43,800) Due to other lenders - 5,215 - 5,215 (5,215) - Advances - 3,101 - 3,101 14,079 17,180 17 477,422 - 477,422 (45,430) 432,009 - 163,874 - 163,874 16,868 180,742 2,465 Trade payables Subsidiaries (a) Associated companies (b) Parent companies Taxes payable 16,581 - 2,960 - 2,960 (495) - 149 (149) - - - 37 36,038 - 36,038 (5,143) 30,932 Social security institutions 10 38,240 - 38,240 1,383 39,633 Other payables 10 94,447 - 94,447 (6,731) 87,726 74 881,827 (149) 881,678 (74,484) 807,268 (a) of which: - NEWCO RAI INTERNATIONAL - 752 - 752 (272) 480 - RAI CINEMA - 11,936 - 11,936 (7,199) 4,737 - RAI CLICK - 639 - 639 6,206 6,845 - RAI CORPORATION - 1,990 - 1,990 (565) 1,425 - RAI TRADE - 8,411 - 8,411 11,254 19,665 - RAI WAY - 52,503 - 52,503 7,082 59,585 - RAINET - 5,191 - 5,191 (170) 5,021 - RAISAT - 1,801 - 1,801 2,643 4,444 - SACIS - 5,713 - 5,713 (134) 5,579 - SIPRA - 74,938 - 74,938 (1,977) 72,961 - 163,874 - 163,874 16,868 180,742 - - - - 1 1 - 2,960 - 2,960 (496) 2,464 (b) of which: - AUDIRADIO - SAN MARINO RTV The following notes provide additional information on the individual items. Due to banks: this totalled 16,581 thousand Euro (at 31 December 2003: 60,381 thousand Euro for the pre-merger RAI SpA alone) and is composed of: • 3,526 thousand Euro in respect of secured debt paying a subsidized interest rate, of which 1,205 thousand Euro falling due after the following year. The funds are to finance the construction of the Cosenza headquarters and expand the Bari headquarters. The loans are secured by mortgages, priority liens and bank guarantees amounting to 25,281 thousand Euro, 25,281 thousand Euro and 8,384 thousand Euro respectively; • 13,055 thousand Euro in respect of the debtor balance on current accounts with a number of banks. The decrease in the exposure to banks reflects the positive cash flow generated by the nearly total recovery of prior receivables for licence fees from the Ministry for Economic Affairs and Finance and the increase in advertising revenues. 114 31.12.2004 Rai SpA Notes to the financial statements Due to other lenders: the residual debt to Cofiri S.p.A. was fully discharged during the year (at 31 December 2003: 5,215 thousand Euro). Advances: the item came to 17,180 thousand Euro (3,101 thousand Euro at 31 December 2003 for the pre-merger RAI SpA). Details are provided in Schedule 18. The amount breaks down as follows: • payments in respect of licences to use programmes amounting to 1,328 thousand Euro; the costs associated with the programmes are recognised under assets under development; • an advance from the company Dallah Al Baraka in the amount of 1,101 thousand Euro (1,500 thousand Dollars) regarding pre-emption rights valid as from August 2003, in the event of: - the sale of shares in NewCo Rai International; - a search for commercial partners for the transmission of the Rai International TV channel; • licence fees received from the Ministry for Economic Affairs and Finance in excess of accrued amount totalling 14,027 thousand Euro; other advances amounting to 724 thousand Euro. Advances by customer (thousands of euros) Schedule 18 31.12.2003 Ministry for Economic Affairs and Finance for license fees Other Changes during the year 31.12.2004 Rai Holding Rai contribution to merger Balance Total - 3,101 3,101 14,027 52 14,079 14,027 3,153 17,180 Suppliers: the item records trade payables excluding those vis-à-vis subsidiaries, associated companies and parent companies, which are carried under specific balance-sheet headings. Trade payables totalled 432,009 thousand Euro (at 31 December 2003: 477,422 thousand Euro for the pre-merger RAI SpA and 17 thousand Euro for RAI Holding), a decrease of 45,430 thousand Euro on the previous year. Subsidiaries: the item amounted to 180,742 thousand Euro (163,874 thousand Euro at 31 December 2003 for RAI SpA) and is detailed in Schedule 17. It includes financial debt of 91,837 thousand Euro (81,961 thousand Euro at 31 December 2003) and trade payables of 88,905 thousand Euro (81,913 thousand Euro at 31 December 2003). Associated companies: these came to 2,465 thousand Euro (2,960 thousand Euro at 31 December 2003 for RAI SpA) and are broken down by company in Schedule 17. They include financial debt of 896 thousand Euro (1,385 thousand Euro at 31 December 2003) and trade payables of 1,569 thousand Euro (1,575 thousand Euro at 31 December 2003). 115 Rai SpA Notes to the financial statements Tax liabilities: the item totalled 30,932 thousand Euro (at 31 December 2003: 36,038 thousand Euro for the pre-merger RAI SpA and 37 thousand Euro for RAI Holding), a decrease of 5,143 thousand Euro on 2003. (thousands of euros) 2003 2004 IRAP 3,045 IRES from consolidated taxation mechanism Group VAT Suspended VAT 4,712 Withholdings on earnings of employees and 27,849 self-employed persons to be transferred to tax authorities - Other withholdings 371 - Liability in respect of tax regularisation scheme 135 36,075 881 1,811 27,996 - 274 30,932 Social security: this item came to 39,633 thousand Euro (at 31 December 2003: 38,240 thousand Euro for the pre-merger RAI SpA and 10 thousand Euro for RAI Holding). It reflects contributions due on compensation paid to employees and self-employed workers, to be paid to the institutions in compliance with the ordinary deadlines. They break down as follows: (thousands of euros) - INPGI ENPALS INPS Contributions on accrued compensation Other 2003 10,072 12,803 3,425 10,074 1,876 38,250 2004 10,234 11,728 3,309 11,918 2,444 39,633 Other payables: these amounted to 87,726 thousand Euro (at 31 December 2003: 94,447 thousand Euro for the pre-merger RAI SpA and 10 thousand Euro for RAI Holding), a net decrease of 6,731 thousand Euro with respect to the figures for 31 December 2003 in the financial statements of RAI Holding and the pre-merger RAI SpA: (thousands of euros) - 116 Employees in respect of accrued compensation Other for accrued liabilities CRAIPI FCPGI Other 2003 49,875 33,110 2,920 2,300 6,252 94,457 2004 57,471 21,703 2,098 2,390 4,064 87,726 Rai SpA Notes to the financial statements Accrued expenses and deferred income The item totalled 1,264 thousand Euro. Further details and a comparison with the previous year are provided in Schedule 19. Accrued expenses and deferred income (thousands of euros) Schedule 19 31.12.2003 Changes during the year 31.12.2004 Rai Holding Rai contribution to merger Balance Total - 25 898 364 237 88 122 1,734 (25) (496) 106 (80) (52) 36 (511) 402 470 157 36 158 1,223 - 16 7 23 23 (5) 18 39 2 41 - 1,757 (493) 1,264 Prepaid expenses: . commissions on interest rate collars . transmission and related rights on own productions . special subscriptions . teletext . real estate investments . other Deferred income: . commitment fee on credit lines . other Total Payables and prepaid expenses secured against company assets (thousands of euros) 31.12.2003 Rai Holding + Rai Secured by Unsecured company assets Payables Bonds Convertible bonds Due to banks (a) Due to other lenders Advances Suppliers Bills payable Subsidiaries Associated companies Parent companies Taxes payable Social security institutions Other payables Total payables Accrued expenses Total 5,735 5,735 54,646 5,215 3,101 477,439 163,874 2,960 36,075 38,250 94,457 876,017 Schedule 20 31.12.2004 Total Secured by company assets Unsecured Total 60,381 5,215 3,101 477,439 163,874 2,960 36,075 38,250 94,457 881,752 3,526 3,526 13,055 17,180 432,009 180,742 2,465 30,932 39,633 87,726 803,742 16,581 17,180 432,009 180,742 2,465 30,932 39,633 87,726 807,268 - 23 23 - 41 41 5,735 876,040 881,775 3,526 803,783 807,309 (a) mortgages on the buildings of the Cosenza regional headquarters; special lien on plant and machinery of the Cosenza regional headquarters. 117 Rai SpA Notes to the financial statements Payables and accrued expenses by maturity and type (thousands of euros) Schedule 21 31.12.2003 31.12.2004 Rai Holding + Rai within 1 year Medium/long-term debt Bonds Convertible bonds Due to banks Due to other lenders Suppliers Bills payable Subsidiaries Associated companies Parent companies Taxes payables Social security institutions Other payables Short-term payables Other financial debt Due to banks Due to other lenders Suppliers Bills payable Subsidiaries Associated companies Parent companies Other payables Trade payables Suppliers Bills payable Subsidiaries Associated companies Parent companies Sundry payables Taxes payables Social security institutions Other payables: - concession fee - sundry Total payables (a) Accrued expenses Total Amounts falling due after 2 after more than to 5 years 5 years Total within 1 year after 2 to 5 years Amounts falling due after more than 5 years Total 56,387 5,215 61,602 3,526 3,526 - 59,913 5,215 65,128 2,321 2,321 1,205 1,205 - 3,526 3,526 468 3,923 81,961 1,385 87,737 - - 468 3,923 81,961 1,385 87,737 13,055 174 91,837 896 105,962 - - 13,055 174 91,837 896 105,962 473,516 81,913 1,575 557,004 - - 473,516 81,913 1,575 557,004 431,835 88,905 1,569 522,309 - - 431,835 88,905 1,569 522,309 36,075 38,250 - - 36,075 38,250 30,932 39,633 - 30,932 39,633 94,457 168,782 - - 94,457 168,782 87,726 158,291 - - 87,726 158,291 875,125 3,526 - 878,651 788,883 1,205 - 790,088 23 - - 23 41 - - 41 875,148 3,526 - 878,674 788,924 1,205 - 790,129 (a) does not include advances Payables and accrued expenses in foreign currency or exposed to exchange rate risk (thousands of euros) 31.12.2003 Rai Holding + Rai In foreign currency In euros or exposed to exchange rate risk Payables Bonds Convertible bonds Due to banks Due to other lenders Suppliers Bills payable Subsidiaries Associated companies Parent companies Tax liabilities Social security institutions Other payables Total payables (a) Accrued expenses Total (a) does not include advances 118 46,915 2,616 49,531 49,531 60,381 5,215 430,524 161,258 2,960 36,075 38,250 94,457 829,120 23 829,143 Schedule 22 31.12.2004 Total In foreign currency or exposed to exchange rate risk In euros Total 60,381 5,215 477,439 163,874 2,960 36,075 38,250 94,457 878,651 23 878,674 10,458 1,425 21 11,904 11,904 16,581 421,551 179,317 2,465 30,932 39,633 87,705 778,184 41 778,225 16,581 432,009 180,742 2,465 30,932 39,633 87,726 790,088 41 790,129 Rai SpA Notes to the financial statements 5) Memorandum accounts Memorandum accounts came to 464,063 thousand Euro. They are broken down by type in the table annexed to the balance sheet and analysed in detail in schedules 23, 24 and 25. Secured guarantees (thousands of euros) Schedule 23 31.12.2003 Secured guarantees on behalf of others Secured guarantees for commitments other than payables Assets pledged as collateral: - fixed-income securities Mortgages Other secured guarantees Secured guarantees for recognised payables Mortgages on: - land and buildings: . industrial Other secured guarantees Total 31.12.2004 Rai Holding Rai Rai - - - - 3,536 3,536 3,536 3,536 - 34,473 34,473 68,946 25,281 25,281 50,562 - 72,482 54,098 Commitments to purchase and sell (thousands of euros) Schedule 24 31.12.2003 Rai Holding Rai 31.12.2004 Rai - Commitments to purchase - Sale of options: $ 5,000,000 collar with SANPAOLO IMI (put leg) for RAI CINEMA to hedge Warner Bros contract - 4,293 - Sale of options: $ 4,500,000 collar with SANPAOLO IMI (put leg) for RAI CINEMA to hedge Buena Vista contract - 3,863 - - Sale of options: $ 4,940,000 collar with Merril Lynch (put leg) for RAI CINEMA to hedge Buena Vista and Fintage contract - 4,705 - - Sale of options: $ 5,950,000 collar with Banca di Roma (put leg) for RAI CINEMA to hedge Fintage contract - 5,122 - - Sale of options: $ 6,000,000 collar with Banca di Roma (put leg) for RAI CINEMA to hedge Buena Vista contract - 5,514 - - Sale of options: $ 6,000,000 collar with Morgan Stanley (put leg) for RAI CINEMA to hedge Warner Bros contract - - 5,000 1,639 - Sale of options: $ 2,000,000 collar with Goldman Sachs (put leg) for RAI CINEMA to hedge Fintage contract - - - Sale of options: $ 4,500,000 collar with Goldman Sachs (put leg) for RAI CINEMA to hedge Warner Bros contract - 3,750 - - Sale of options: $ 16,041,250 collar with Goldman Sachs (put legt) for RAI CINEMA to hedge Warner Bros contract - - 13,236 - Forward foreign exchange purchases: $ 12,237,500 with Goldman Sachs for RAI CINEMA to hedge Buena Vista contract - 10,766 - - Forward foreign exchange purchases: $ 6,500,000 with Goldman Sachs for RAI CINEMA to hedge Buena Vista contract - - 5,696 - Forward foreign exchange purchases: $ 4,400,000 with Goldman Sachs for RAI CINEMA to hedge Fintage contract - - 3,651 - Forward foreign exchange purchases: $ 14,175,750 with Goldman Sachs for RAI CINEMA to hedge Warner Bros contract - - 11,790 - Forward foreign exchange purchases: $ 3,800,000 with Morgan Stanley for RAI CINEMA to hedge Buena Vista contract - 3,423 - - Forward foreign exchange purchases: $ 19,600,000 with Morgan Stanley for RAI CINEMA to hedge Warner Bros contract - - 16,071 - Forward foreign exchange purchases: $ 8,600,000 with SANPAOLO IMI for RAI CINEMA to hedge Warner Bros contract - 7,438 - - Forward foreign exchange purchases: $ 26,067,000 with SANPAOLO IMI for RAI CINEMA to hedge Warner Bros contract - - 21,688 - Forward foreign exchange purchases: $ 3,590,000 with SANPAOLO IMI for RAI CINEMA to hedge Studio Canal contract - 3,083 - - Forward foreign exchange purchases: $ 4,500,000 with SANPAOLO IMI for RAI CINEMA to hedge Buena Vista contract - 3,940 - - Forward foreign exchange purchases: $ 2,000,000 with Banca di Roma for RAI CINEMA to hedge Warner Bros contract - 1,674 - - Forward foreign exchange purchases: $ 8,000,000 with Banca di Roma for RAI CINEMA to hedge Warner Bros contract - - 6,610 - Forward foreign exchange purchases: $ 2,900,000 with Banca di Roma for RAI CINEMA to hedge Buena Vista contract - 2,548 - - Forward foreign exchange purchases: $ 2,900,000 with Banca di Roma for RAI CINEMA to hedge Fintage contract - - 2,394 - Forward foreign exchange purchases: $ 4,000,000 with Merril Lynch for RAI CINEMA to hedge Buena Vista contract - 3,509 - - Forward foreign exchange purchases: $ 1,800,000 with Merril Lynch for RAI CINEMA to hedge Fintage contract - 1,588 - - Forward foreign exchange purchases: $ 1,800,000 with Merril Lynch for RAI CINEMA to hedge Fintage contract - - 1,583 - Forward foreign exchange purchases: $ 2,000,000 with Lehman Brothers for RAI CINEMA to hedge Warner Bros contract - 1,674 - - Forward foreign exchange purchases: $ 5,000,000 with Lehman Brothers for RAI CINEMA to hedge Warner Bros contract - - 4,022 Total hedges of RAI CINEMA contracts - 66,890 93,380 - Acquisition of digital terrestrial frequencies - 21,675 - - 88,565 93,380 119 Rai SpA Notes to the financial statements Other memorandum accounts (thousands of euros) Schedule 25 31.12.2003 31.12.2004 Rai Holding Rai Rai - 2 2 2 2 - 249 249 - 15,180 14,235 - 103 5 203 5 - 68,642 95,736 - 983 85,162 753 111,181 Assets leased out - - - Assets leased - - 7,375 Secured guarantees received Assets pledged as collateral: - passbook savings accounts (a) Unsecured guarantees received Bank guarantees: - Banca di Credito di Trieste to secure loan granted to Ponteco (b) - Sundry banks and insurance companies to secure advance to suppliers for the purchase of goods and services (a) - Banco di Brescia to secure agreement with the City of San Remo for transmission of the Italian Song Festival (a) - Banca Antonveneta to secure Fondazione Nord-Est lease (b) - Sundry banks and insurance companies to secure full performance of contracts for the production of radio/television programmes (a) Other: - E.RAS. comfort letters issued on behalf of San Marino RTV in respect of loan granted by Cassa Risparmio di Parma e Piacenza and for credit line granted by us (a)(b) (a) securing obligations of others (b) securing receivables Third party assets under development - - - Third party assets held under free loan for use, custody, leased or similar reasons - .. .. Assets held with third parties under development awaiting assignment - 10,455 6,191 Assets held with third parties under free loan for use, custody, leased or similar reasons - 824 914 - 2,532 2,532 - 380 - - 10,593 8,385 Guarantees granted by other parties for obligations of the company: Against payables: - Sundry entities for surety guaranteeing advance paid by Ministry of Foreign Affairs for agreement to extend RAI Uno TV to Tunisia - SANPAOLO IMI for surety granted to Autostrada dei Fiori guaranteeing agreement for transmission of Isoradio service - Cofiri SpA for surety guaranteeing loan from SANPAOLO IMI for the construction of the Cosenza headquarters and expansion of the Bari headquarters - SANPAOLO IMI for surety granted to registry office of tax authorities to guarantee pending disputes - Banca Popolare di Novara for surety granted for purchases of Saxa Rubra properties - 104 104 - 10,800 10,800 Against other obligations: - Sundry banks for surety granted to the Republic of Egypt to guarantee temporary exports of technical equipment - Banca di Roma for surety granted to tax authorities against VAT receivable - 85 - - 21 21 - Banca Intesa - Ambroveneto for surety granted to port authorities of Venice to guarantee lease of land - Sundry banks for sureties granted to tax authorities to guarantee prize competitions - 21 21 - 4,173 3,942 - 26 - - 190 190 - 1 1 - SANPAOLO IMI for sureties granted to the customs authorities of Turin and Rome to guarantee payment of customs duties on import - Sundry entities for sureties granted to State Railways and the regional governments of Lazio and Piedmont to guarantee teletext agreement - SANPAOLO IMI for surety granted to Valeco SpA to guarantee obligations in respect of waste disposal agreement of the Autonomous Region of Valle d’Aosta 120 Rai SpA Notes to the financial statements Other memorandum accounts (thousands of euros) Schedule 25 cont. 31.12.2003 - Zurigo Assicurazioni for surety granted to City of San Remo to guarantee obligations in respect of agreement regarding the Italian Song Festival - SANPAOLO IMI for surety granted to Alpicase for the disposal of the Aosta headquarters - SANPAOLO IMI of Turin for surety granted to Ministry of Finance for radio and television advertising and promotion of national lotteries - SANPAOLO IMI for surety granted to Customs and Tax Office - SANPAOLO IMI for surety granted to the mountain community of Triangolo Lariano to guarantee construction of television repeater station - SANPAOLO IMI for surety granted to Fiorentina Gas SpA to guarantee payment of gas supplies 31.12.2004 Rai Holding Rai Rai - 516 179 500 - - 181 19 181 19 - 2 77 2 77 8 - SANPAOLO IMI for surety granted to Eliodoro Stradella to guarantee lease contract - 8 - SANPAOLO IMI for surety granted to Edison Energia SpA to guarantee payment of electricity supplies - 212 - - Banca Popolare di Novara for surety granted to Enipower Trading SpA - - 292 - Banca Intesa - Cariplo for surety granted to the City of Turin - 6 6 - Banca Intesa - Cariplo for surety granted to Enel Trade to guarantee electricity supplies - 697 697 43 - Banca Intesa - Cariplo for surety granted to Five Energy s.r.l. to guarantee electricity supplies - 43 - UniCredit Banca - Credito Italiano for surety granted to Consorzio Zona Palombare di Ancona - 127 - - Sundry banks for surety granted to the City of Milan to guarantee use of sites for signal transmission - - 5 - 30,993 27,826 Other: - Attachment of bank deposits by third parties - 20 20 - Bankruptcy proceedings for cancelled receivables - 6,276 6,276 - Gifts and entertainment expenses - deductible share (Art. 74 para 2 Pres. Decr. 917/1986) - 1,551 1,668 - Bank deposits at Banca di Roma and Banca Intesa - Comit in favour of third parties - 2 2 - Tied amounts at sundry banks as a result of attachments - 1,607 1,169 - Tied amounts at sundry post office as a result of attachments - - 55 - Claim on Associazione Fonografici Italiani assigned by Nuova Fonit Cetra SpA - 652 652 - 5,836 - - 7,168 - - 1,735 - - 3,750 - - - 13,346 - - 1,666 - - 5,000 - 4,424 - - 3,863 - - Purchase of options: $ 6,500,000 collar with Banca di Roma (call leg) for RAI CINEMA to hedge Fintage contract - Purchase of options: $ 7,800,000 collar with Banca di Roma (call leg) for RAI CINEMA to hedge Buena Vista contract - Purchase of options: $ 1,900,000 collar with Banca di Roma for RAI CINEMA to hedge cancelled and contingencies - Purchase of options: $ 4,500,000 collar with Goldman Sachs (call leg) for RAI CINEMA to hedge Warner Bros contract - Purchase of options: $ 16,041,250 collar with Goldman Sachs (call leg) for RAI CINEMA to hedge Warner Bros contract - Purchase of options: $ 2,000,000 collar with Goldman Sachs (call leg) for RAI CINEMA to hedge Fintage contract - Purchase of options: $ 6,000,000 collar with Morgan Stanley (call leg) for RAI CINEMA to hedge Warner Bros contract - Purchase of options: $ 5,000,000 collar with SANPAOLO IMI (call leg) for RAI CINEMA to hedge Warner Bros contract - Purchase of options: $ 4,500,000 collar with SANPAOLO IMI (call leg) for RAI CINEMA to hedge Buena Vista contract - Purchase of options: $ 4,940,000 collar with Merril Lynch (call leg) - 4,358 - - Dear Cinestudi - call option on leased property for RAI CINEMA to hedge Buena Vista and Fintage contract - 48,426 48,426 - Usage rights to Teatro dal Verme - .. .. - Writedowns of equity investments - deductible share - 10,351 6,642 - 100,022 84,925 - 227,458 238,414 Total Hedges are in place to cover the exchange rate and interest rate risk associated with specific commitments of the company or the RAI Cinema subsidiary. 121 Rai SpA Notes to the financial statements The foreign exchange transactions carried out for RAI are intended to hedge purchases in US Dollars of rights to sports events expiring in the first half of 2005. The total notional value at 31 December was 20,150 thousand US Dollars. The transactions make it possible to buy dollars forward at an average exchange rate of 1.30 US Dollars. The memorandum accounts show the hedges undertaken by the parent company, under an agreement of 13 December 2002, in respect of foreign currency commitments taken on by RAI Cinema. Interest rates hedges, which are in place for the period between 2004 and 2008 to cover 30,000 thousand Euro on short-term credit facilities with interest rates of between 2.6% and 4.7%, have been prudentially valued and a specific risk provision established. At 31 December 2004 there were no other commitments entered into as part of normal operations for the purchase or sale of goods and services on which specific information would be necessary to gain a better understanding of the company’s balance sheet and financial situation. 6) Income Statement Value of production Revenues from sales and services: revenues came to 2,744,263 thousand Euro. They basically include accrued revenues in respect of TV licence fees and advertising. A breakdown of the main components is given in Schedule 26. The distribution of revenues by geographical area shows that they are almost entirely of national origin. Revenues from sales and services (thousands of euros) Schedule 26 2003 Revenues from sales Revenues from services: - Licence fees . private subscriptions . special subscriptions - Advertising . television . radio . other - Promotions . television . radio - Sponsorships . television . radio - Special services under agreements - Other services . sale of broadcasting rights and distribution pf programmes . teletext services . production services . telecommunications services . other Total 122 2004 Rai Holding Rai Total Total - 2,191 2,191 1,743 - 1,388,322 43,657 1,431,979 1,388,322 43,657 1,431,979 1,428,061 45,763 1,473,824 - 858,760 58,332 8,357 925,449 858,760 58,332 8,357 925,449 950,455 61,504 8,710 1,020,669 - 51,076 5,363 56,439 51,076 5,363 56,439 47,598 6,264 53,862 - 23,296 109 23,405 23,296 109 23,405 33,304 126 33,430 - 82,519 82,519 82,940 - 40,325 2,898 14,770 2,867 10,196 71,056 2,590,847 2,593,038 40,325 2,898 14,770 2,867 10,196 71,056 2,590,847 2,593,038 43,674 2,440 11,529 8,610 11,542 77,795 2,742,520 2,744,263 Rai SpA Notes to the financial statements Changes in inventories of work in progress, semifinished and finished goods: the change of 20 thousand Euro is entirely attributable to the decrease in the value of stock associated with the book publishing and periodicals business. Capitalisation of internal development/construction costs: the amount of 8,694 thousand Euro represents internal costs associated with non-current assets, which were capitalised under the specific asset items. Details are shown in Schedule 27. Capitalisation of internal development/construction costs (thousands of euros) Schedule 27 2003 2004 Rai Holding Rai Total Total - 4,390 5,706 10,096 4,390 5,706 10,096 3,094 5,600 8,694 Intangible Tangible Other revenues and income: this item came to 131,599 thousand Euro; it breaks down as shown in Schedule 28. Other revenues and income (thousands of euros) Schedule 28 2003 Rai Holding Rai 2004 Elimination for merger Total Total Operating grants - 483 - 483 686 Gains on disposals - 806 - 806 1,631 - 27,057 30,132 30,233 18,198 - 27,057 30,132 30,233 18,198 25,029 4,153 31,599 38,905 239 239 14,927 7,586 4,190 1,210 133,533 (239) (239) 14,927 7,586 4,190 1,210 133,533 15,205 8,756 4,617 1,018 129,282 239 134,822 (239) 134,822 131,599 Other Recovery and reimbursement of expenses Prior-year income in respect of licence fees Other prior-year items Release of provisions to income Other income from equity investments: - Rai Way service contract - Rai Cinema service contract - other Other Total Production costs This heading reports costs and losses related to ordinary operations, excluding those associated with financial operations. The costs detailed here are shown net of those related to tangible and intangible assets, which form part of the values recognised for the assets. Cost of raw materials, supplies, consumables and merchandise: the item totalled 21,918 thousand Euro, which includes purchases of technical materials for stocks – excluding those used in the construction of plant, which are allocated directly to tangible assets – production materials (sets, costumes, etc.) and sundry operating materials (fuel, office supplies, printing, etc.), net of discounts and rebates, as shown in Schedule 29. 123 Rai SpA Notes to the financial statements Production costs of raw materials, supplies, consumables and merchandise (thousands of euros) Schedule 29 2003 2004 Rai Holding Rai Total Total - 6,011 5,518 11,486 1,595 (43) 24,567 6,011 5,518 11,486 1,595 (43) 24,567 5,484 4,853 9,884 1,708 (11) 21,918 Technical materials for stocks Sundry production materials Sundry non-production materials Other materials Discounts, rebates and premiums on purchases Cost of services: the item came to 779,119 thousand Euro. It regards costs in respect of freelance workers and other external services, net of discounts and rebates, as shown in Schedule 30. Among other things, it includes compensation, remuneration for special duties, attendance fees and reimbursement of expenses paid to directors in the amount of 1,130 thousand Euro and to members of the Board of Auditors in the amount of 310 thousand Euro. Cost of services (thousands of euros) Schedule 30 2003 Freelance services 2004 Rai Holding Rai Elimination for merger Total Total 429 117,061 (239) 117,251 126,249 Services for the purchase and production of programmes - 113,006 - 113,006 151,783 Ancillary services for the purchase and production of programmes - 61,872 - 61,872 72,023 Allowances, travel expenses and transfer of personnel 1 22,977 - 22,978 26,179 Ancillary personnel services 4 19,148 - 19,152 18,931 Maintenance and repairs 1 16,930 - 16,931 16,294 Documentation and information services - 25,673 - 25,673 25,976 Insurance - 17,261 - 17,261 17,382 Advertising and promotion General services Supply services - 10,408 - 10,408 10,536 49 108,346 - 108,395 110,803 - 13,570 14,706 165,018 - 13,570 Signal broadcasting and transport under services contract and other RAI WAY costs - 160,786 - 160,786 Other 2 22,450 - 22,452 23,239 486 709,488 (239) 709,735 779,119 Rent, leasing and similar costs: this item came to 772,316 thousand Euro and include costs in respect of rentals, leases, usage rights and filming rights, as detailed in Schedule 31. Rent, leasing and similar costs (thousands of euros) Schedule 31 2003 Lease payments Rent expenses and hiring costs Usage rights Filming rights Acquisition of viewing rights from RAI SAT Acquisition of viewing rights from RAI CINEMA Acquisition of viewing rights to major music and theatrical events from RAI TRADE Other rights 124 2004 Rai Holding Rai Total Total 29 29 62,204 100,613 200,719 554 286,767 10,258 7,367 668,482 62,233 100,613 200,719 554 286,767 10,258 7,367 668,511 172 65,338 106,239 317,891 408 264,930 9,829 7,509 772,316 Rai SpA Notes to the financial statements Personnel costs: personnel costs totalled 822,618 thousand Euro and break down as reported in the income statement. The average number of employees in 2004 was 11,667, including employees on fixed-term contracts and trainees, as detailed in Schedule 32. Average number of employees Schedule 32 At 31 December 2003 At 31 December 2004 Rai Holding Rai Personnel Personnel Personnel on permanent on permanent on fixedcontract contract term contract (average (average (average number) number) number) Total Personnel on permanent contract (average number) Personnel on fixedterm contract (average number) Total - Senior management - 291 - 291 284 - 284 - Junior management and middle management 1 1,047 - 1,048 1,074 - 1,074 - Journalists - 1,659 308 1,967 1,667 313 1,980 - Office staff, production employees, camera staff, directors’ staff, technical staff and workers - Conductors, musical directors and choir staff 2 6,778(a) 1,338 8,118 6,823(a) 1,347 8,170 - 133 21 154 134 12 146 - Medical staff - 14 1 15 13 - 13 3 9,922 1,668 11,593 9,995 1,672 11,667 - 53 (a) of which trainees: 35 Amortisation, depreciation and writedowns: the item totalled 391,046 thousand Euro in 2004. It breaks down as shown in the income statement, with further details provided in Schedules 33, 34, 35 and 36. It includes a writedown of capitalised programmes amounting to 39,000 thousand Euro, which was made to take account of the risks that certain programmes may not be broadcasted or repeated. Amortisation of intangible assets (thousands of euros) Schedule 33 2003 2004 Rai Holding Rai Total Total - 233,484 11 50 1,978 235,523 233,484 11 50 1,978 235,523 219,343 11 3,240 2,146 224,740 Industrial patent and intellectual property rights Concessions, licences, trademarks and similar rights Capitalised loan costs Amortisation of digital terrestrial network Other intangible assets Depreciation of tangible assets (thousands of euros) Schedule 34 2003 Rai Holding Rai Ordinary depreciation 2004 Accelerated depreciation Total Ordinary depreciation Accelerated depreciation Total Land and buildings - 52,533 - 52,533 52,595 - 52,595 Plant and machinery - 49,045 33,140 82,185 62,948 - 62,948 Industrial and commercial equipment - 2,192 960 3,152 3,037 - 3,037 Other tangible assets - 4,696 491 5,187 6,794 - 6,794 - 108,466 34,591 143,057 125,374 - 125,374 125 Rai SpA Notes to the financial statements Other writedowns of non-current assets (thousands of euros) Schedule 35 2003 Intangible assets under development Programmes being amortised 2004 Rai Holding Rai Total Total - 1,699 1,699 1,699 1,699 1,932 39,000 40,932 Writedowns of current receivables and cash and cash equivalents (thousands of euros) Schedule 36 2003 Receivables - trade - non-trade 2004 Rai Holding Rai Total Total - 4,299 .. 4,299 4,299 .. 4,299 - Changes in inventories of raw materials, supplies, consumables and merchandise: the item amounted to 388 thousand Euro and shows the decrease in net inventories carried under current assets at 31 December 2004 with respect to the previous year. Provisions for risks: risk provisions amounted to 6,007 thousand Euro. The most significant items are detailed in Schedule 15. Other provisions: amounted to 8,863 thousand Euro. The main items are shown in Schedule 15. Sundry operating costs: the item totalled 77,833 thousand Euro and breaks down as reported in the income statement. Further information is provided in Schedule 37. Sundry operating costs (thousands of euros) Schedule 37 2003 Losses on disposal of assets: Land and buildings - plant and buildings - plant and machinery - industrial and commercial equipment - other assets - assets under construction Intangible assets - assets being amortised - assets under development Concession fee Other costs: - gifts, prize contests and entertainment expenses - association dues - indirect taxes, duties and similar for the year - indirect taxes, duties and similar for the previous year - authority contribution - Min. Decr. 16/07/99 - uninsured damages, fines and penalties - newspaper, books, periodicals, specific documentation and publications - prior-year charges and non-existent assets - revaluation of pension fund liabilities - sundry Total 126 2004 Rai Holding Rai Total Total - 122 55 52 24 2,829 122 55 52 24 2,829 239 153 27 174 853 - 3,082 3,082 1,446 - 5 1 6 3,088 5 1 6 3,088 1,446 - 25,667 25,667 27,167 44 44 44 6,510 2,967 8,395 29 1,283 1,004 2,873 9,990 17,604 1,390 52,045 80,800 6,510 2,967 8,395 29 1,283 1,004 2,873 9,990 17,604 1,434 52,089 80,844 11,726 3,077 8,433 144 1,297 297 2,534 11,695 8,423 1,594 49,220 77,833 Rai SpA Notes to the financial statements Financial income and expense Income from equity investments: this item came to 56,752 thousand Euro and is composed of dividends received in 2004 from investee companies, as shown in Schedule 38. Financial income from equity investments (thousands of euros) Schedule 38 2003 2004 Rai Holding Rai Total Total - 10,000 1,594 2,000 13,594 10,000 1,594 2,000 13,594 44,548 8,200 1,704 2,300 56,752 - 1,798 1,798 - - 15 8,658 8,673 24,065 15 8,658 8,673 24,065 56,752 Dividends from subsidiaries: - RAI CINEMA - SIPRA - RAISAT - RAI TRADE Dividends from other companies: - FINSIEL Other income: - gain on sale of equity investments - tax credit on dividends Total Other financial income: breaks down as follows: • non-current receivables: the item totalled 461 thousand Euro, as shown in Schedule 39. Other financial income on non-current receivables (thousands of euros) Schedule 39 2003 Other: - Tax advances on staff severance pay (Law 140/97) - Other Total 2004 Rai Holding Rai Total Total - 583 29 612 583 29 612 443 18 461 • non-current securities other than equity investments: this amounted to 492 thousand Euro and regards accrued interest on securities. • other income: the item came to 7,518 thousand Euro and mainly reports interest on current receivables as broken down in the income statement and detailed even further in Schedule 40. Financial income on other current receivables (thousands of euros) Schedule 40 2003 Interest and commission income from subsidiaries Interest and commission income from others and sundry income - interest fron banks, Post Office current accounts and other financial institutions - income from repurchase agreements - default interest on customer receivables - use of provision for doubtful accounts for default interest - interest income from others Total 2004 Rai Holding Rai Total Total - 6,791 6,791 5,153 23 220 1,012 3 .. 844 535 2,394 9,185 1,035 223 .. 844 535 2,637 9,428 2,093 73 243 243 199 2,365 7,518 127 Rai SpA Notes to the financial statements Interest and other financial expense: the item totalled 6,493 thousand Euro and includes interest expense, commission expense for financial services received and other charges in respect of financial operations, as shown in the income statement and in further detail in Schedule 41. Interest and other financial expense (thousands of euros) Schedule 41 2003 2004 Rai Holding Rai Total Total Interest and commission expense to subsidiaries - 1,261 1,261 1,472 Interest and commission expense to associated companies - 88 88 22 Interest and commission expense to others and sundry expense: - interest and commission expense to banks and other financial institutions - interest to other lenders - charges on repurchase agreements - interest to suppliers - interest expense on interest rate hedges - accrual to risk provision for interest rate hedges - other interest and sundry expense 5 - 4,761 2,879 .. 257 1,314 8 4,766 2,879 257 1,314 8 2,692 71 63 918 1,150 105 5 9,220 9,225 4,999 Total 5 10,569 10,574 6,493 Exchange gains and losses: the item shows a loss of 1,199 thousand Euro, comprising foreign exchange charges and premiums on foreign currency hedges as well as the effect of translating the value of payables and receivables denominated in currencies other than the Euro at the exchange rates prevailing at the end of the year. Greater detail is provided in Schedule 42. Exchange gains and losses (thousands of euros) Schedule 42 2003 2004 Rai Holding Rai Total Total - (2,699) (2,699) (1,677) Realised exchange gains (losses) Unrealised exchange gains (losses) - - - Total - (2,699) (2,699) 478 (1,199) Value adjustments to financial assets Revaluations: the item totalled 1,198 thousand Euro and reflects the recouping of losses posted in previous years by associated companies. Writedowns: writedowns came to 5,714 thousand Euro. The item includes writedowns of financial assets following losses for the period. The largest component regards the writedown of RAI Net, which amounted to 4,601 thousand Euro. 128 Rai SpA Notes to the financial statements Extraordinary income and expense Extraordinary items include income of 65,107 thousand Euro and expense of 624 thousand Euro. The breakdown is given in Schedule 43. The most significant component, equal to 63,353 thousand Euro, is attributable to the reversal of items recognised in previous years in application of tax rules solely for the purpose of obtaining the related tax benefits: a total of 60,121 thousand Euro regarded the reversal to income of accelerated depreciation, 3,100 thousand Euro regarded the adjustment of the provision for doubtful customer accounts and 132 thousand Euro regarded the elimination of the exchange rate variation provision. Extraordinary income (thousands of euros) Schedule 43 2003 2004 Rai Holding Rai Total Gain on disposal of RAI WAY sites - 821 821 Total - Gain on sale of programmes to RAI CINEMA - 326 326 - Gain on disposal of ENEL bonds - - - 435 Prior-year income and non-existent liabilities - 1,044 1,044 1,319 Release of provision for public land rights for participation in regularisation scheme - 11,770 11,770 - Income from elimination of tax distortions - - - 63,353 Total - 13,961 13,961 65,107 Extraordinary expense (thousands of euros) 2003 2004 Rai Holding Rai Total Total Loss on disposal of RAI WAY sites - 22 22 - Loss on sale of programmes to RAI CINEMA - 244 244 - Prior-years taxes - 2,417 2,417 606 Expense for tax regularisation scheme - 135 135 - Other 1 - 1 18 Total 1 2,818 2,819 624 Income taxes for the year: current taxes, deferred tax assets and liabilities The item amounted to 8,956 thousand Euro and breaks down as follows: (thousands of euros) - IRES - IRAP Current Deferred tax liabilities Deferred tax assets Total -40,000 -40,000 -25,567 -3,789 -29,356 54,543 5,857 60,400 28,976 -37,932 -8,956 129 Rai SpA Notes to the financial statements The following table shows the sources and effects of deferred tax items during the period. (thousands of euros) Amount of temporary differences Deferred tax assets at start of year Changes during year: Taxed provisions Amortisation of programmes Negative taxable income Change in deferred tax assets Deferred tax assets at end of year Deferred tax liabilities at start of year Changes during year: - Capital grants - Capital gains - Gains on equity investments - Accumulated accelerated depreciation IRES 33% (*) IRAP 4,885% (avg.) (*) - 320,110 16,955 14,222 44,255 5,595 4,693 54,543 5,029 828 5,857 60,400 60,400 2,342 3,965 71 78,859 Change in deferred tax liabilities Deferred tax liabilities at end of year -417 -16 -23 26,023 25,567 -62 -2 3,853 3,789 29,356 31,698 (*) Deferred tax assets arising in respect of temporary differences are recognised only to the extent that it is reasonably certain that at the time the assets are reversed the company will have sufficient taxable income to ensure a tax benefit. The following tables reconciles statutory results and taxable income for IRES and IRAP purposes. (thousands of euros) Balance before taxes - Change in taxed provisions - Difference in statutory/tax amortisation of programmes - Deductible share of dividends - Accelerated depreciation - Extraordinary income from elimination of tax distortions - Reversal of depreciation from elimination of tax distortions - Writedowns of investees - Local property tax - Other increases - Other decreases Taxable income IRES 121,926 2,243 -20,958 -56,227 -34,704 -60,121 15,966 5,714 3,421 18,532 -10,012 -14,220 IRAP Difference between value and cost of production - Labour costs 822,618 - Writedowns of non-current assets 40,932 - Provisions for risks 6,007 - Provisions for liabilities 8,863 - Anticipated depreciation -34,704 - Reversal of depreciation from elimination of tax distortions 15,966 - Use/release of taxed provisions -55,732 - Difference in statutory/tax amortisation of programmes -20,958 - Occasional workers 13,000 - Income from secondment of personnel and reimbursed compensation -5,208 - Workers on continuous collaboration contracts 6,617 - Compulsory insurance -3,599 - Other increases 23,290 - Other decreases -3,109 Taxable income 818,410 Deferred tax assets in respect of the loss for IRES purposes amounted to 4,693 thousand Euro, while the current IRAP liability amounted to 40,000 thousand Euro. 130 4,427 Rai SpA Notes to the financial statements 7) Net profit The year ended with a net profit of 112,969,764.00 Euro. 8) Other information Significant events following the end of the year and related-party transactions are discussed in the report on operations. 131 Rai SpA Supplemental Schedules 133 Rai SpA Supplemental Schedules Analysis of balance sheet (thousands of euros) 31.12.2003 A. NON-CURRENT ASSETS Intangible assets Tangible assets Financial assets B. WORKING CAPITAL Inventories Trade receivables Other assets Trade payables Provisions for liabilities and risks Other liabilities C. CAPITAL EMPLOYED less current liabilities Rai 246,273 246,273 269,984 583,116 236,207 1,089,307 149 605 (17 ) (57 ) 680 (A+B) D. STAFF SEVERANCE PAY E. CAPITAL EMPLOYED less current liabilities and staff severance pay Rai Holding (C-D) 2,881 624,617 246,538 (560,238) (461,225) (170,482) (317,909) 31.12.2004 Elimination (236,283) (236,283) (149) 149 (236,283) Pro forma 269,984 583,116 246,197 1,099,297 296,356 533,906 316,365 1,146,627 2,881 624,617 247,143 (560,106 ) (461,225 ) (170,539 ) (317,229) 2,473 581,459 232,332 (539,488) (426,596) (159,555) (309,375) 782,068 837,252 325,903 345,784 246,953 771,398 25 325,878 246,928 445,520 (236,283) 456,165 491,468 241,447 10,180 (168 ) 251,459 500,000 107,150 24,723 631,873 (498,929) 262,646 (236,283) 242,518 379,976 24,555 647,049 242,518 404,531 112,970 760,019 3,526 - financed by: F. EQUITY Share capital paid up Retained earnings (losses carried forward) Net profit (loss) for the period G. MEDIUM/LONG-TERM DEBT - H. NET SHORT-TERM DEBT (NET LIQUIDITY) . short-term debt . cash and short-term financial credit 134 I. TOTAL DEBT (G+H) L. TOTAL, AS IN E (F+I) 65,128 - 65,128 (4,531 ) (4,531) 87,737 (339,218) (251,481) - 87,737 (343,749 ) (256,012) 105,962 (378,039) (272,077) (4,531) (186,353) - (190,884) (268,551) 456,165 491,468 246,928 445,520 (236,283) Rai SpA Supplemental Schedules Analysis of income statement (thousands of euros) 31.12.2003 Rai Holding Rai A. REVENUES Changes in inventories of work in progress, semifinished and finished goods Capitalisation of internal development/construction costs 239 B. VALUE OF NORMAL PRODUCTION Cost of materials and external services 239 (515 ) 2,657,291 (1,427,609) C. VALUE ADDED Personnel costs (276) (311 ) 1,229,682 (793,742) D. GROSS OPERATING MARGIN Amortisation of programmes Depreciation Other adjustments Accruals to provisions for liabilities and risks Net sundry income and expense (587) (44 ) E. OPERATING PROFIT/(LOSS) Financial income and expense Value adjustments to financial assets - 2,648,490 (1,295) 10,096 31.12.2004 Elimination (239) - Pro forma 2,648,490 2,799,573 (1,295 ) 10,096 (20) 8,694 2,657,291 (1,427,885 ) 2,808,247 (1,600,908) - 1,229,406 (794,053 ) 1,207,339 (822,618) 435,940 (208,478) (110,506) (5,998) (28,320) (769) - 435,353 (208,478 ) (110,506 ) (5,998 ) (28,320 ) (813 ) 384,721 (205,368) (130,771) (1,932) (14,871) (27,352) (631) 477 - 81,869 20,761 (7,790) - 81,238 21,238 (7,790 ) 4,427 57,532 (4,516) F. PROFIT/(LOSS) BEFORE EXTRAORDINARY ITEMS AND TAXES Accelerated depreciation Extraordinary income and expense (154) (1 ) 94,840 (34,591) 11,143 - 94,686 (34,591 ) 11,142 57,443 64,483 G. PROFIT/(LOSS) BEFORE TAXES Income taxes for the year (155) (13 ) 71,392 (46,669) - 71,237 (46,682 ) 121,926 (8,956) H. NET PROFIT/(LOSS) FOR THE PERIOD (168) 24,723 - 24,555 112,970 (239) 239 135 Rai SpA Supplemental Schedules Cashflow statement (thousands of euros) 31.12.2003 Rai Holding A. OPENING NET LIQUIDITY (OPENING NET SHORT-TERM DEBT) 14,923 B. CASH FLOW FROM/(FOR) OPERATING ACTIVITIES Net profit (loss) for the year Amortisation and depreciation (Gains) losses on disposal of assets (Revaluations) writedowns of non-current assets Change in working capital Net change in staff severance pay C. CASH FLOW FROM/(FOR) INVESTING ACTIVITIES Investments in non-current assets: . intangible assets . tangible assets . financial assets Sale proceeds, or reimbursement of non-current assets D. CASH FLOW FROM/(FOR) FINANCING ACTIVITIES New financing Shareholder grants Capital grants Loan repayments Equity repayments F. CASH FLOW FOR THE YEAR G. CLOSING NET LIQUIDITY (CLOSING SHORT-TERM DEBT) 136 Pro forma 161,620 - 176,543 256,012 24,723 353,575 1,401 26,070 20,056 24,061 449,886 - 24,555 353,575 1,401 26,070 19,819 24,064 449,484 112,970 336,139 (620) 21,420 (7,217) 19,881 482,573 (9,990) (233,230) (70,157) (8,250) - (233,230 ) (70,157 ) (18,240 ) (277,983) (54,442) (88,064) (9,990) 13,448 (298,189) - 13,448 (308,179) 15,583 (404,906) (61,836) (61,836) - (61,836 ) (61,836) (61,602) (61,602) (168) (237) 3 (402) - E. ALLOCATION OF PROFITS 31.12.2004 Rai Elimination - - - - - (B+C+D+E) (10,392) 89,861 - 79,469 16,065 (A+F) 4,531 251,481 - 256,012 272,077 Rai SpA Supplemental Schedules Changes in equity in the years ending 31 December 2003 and 31 December 2004 (thousands of euros) Share capital Legal reserve 241,447 510 - 9,679 Movements in 2003 Allocation of loss for 2002 (2) Loss for 2003 Balance at 31 Dec. 2003 241,447 510 - (10) 9,669 Movements in 2004 Allocation of loss for 2003 (3) Rai Elimination (4) Capital increase (4) Net profit for 2004 Balance at 31 Dec. 2004 500,000 (500,000) 1,071 242,518 14,082 (14,082) 117,792 (107,166) (168) - 168 - 510 10,626 9,501 112,970 112,970 Balance at 31 Dec. 2002 (1) Breakdown: Capital grants pursuant to Art. 55/917 Reserve for capital grants Other Retained Net profit reserves earnings (loss) (1) (losses carried for the forward) year Goodwill on merger Total pro forma (10) - 251,626 10 (168) (168) - (168) 251,458 384,965 (1,071) 383,894 631,874 (236,283) 0 112,970 760,019 9,364 1,262 10,626 (2) Pursuant to shareholders’ resolution of 26/6/2003 (3) Pursuant to shareholders’ resolution of 16/6/2004 (4) As indicated in merger deed lodged on 1/12/2004 137 Rai SpA Report of the Board of Statutory Auditors 139 Rai SpA Report of the Board of Statutory Auditors Report of the Board of Statutory Auditors Dear Shareholders, following the entry into force of Law no. 112 of 3 May 2004 “Basic principles on the structure of the radio-TV broadcasting system and of RAI-Radiotelevisione Italiana S.p.A. and delegation to the Government to issue a unified radio-TV broadcasting code”, the structure of the Concession-Holder for the Public Service must be reformed. In this context, with reference to the provisions of Article 21, the procedure for the merger by take-over of RAI S.p.A. into RAI Holding SpA, which took the name of “RAI-Radiotelevisione Italiana S.p.A.”, was completed on 17 November 2004, with effective date 1 December, i.e. after the merger deed was lodged with the Register of Enterprises. Under Article 21 again, the Board of Directors of the acquired company is the Board of Directors of the company resulting from the merger. Failing specific provisions in the same law, the Board of Statutory Auditors is composed of the members in office at the acquiring company RAI Holding, as permitted by the Italian Civil Code: this Board was confirmed by the Shareholders in the Meeting of 20 December 2004. To that end, it must be noted that two of the Statutory Auditors of RAI Holding were also Statutory Auditors of the acquired company; so actually only the Chairman of the Board has changed. The post-merger By-laws of the “new” RAI have been prepared in accordance with the provisions introduced by Legislative Decree 6/2003 on the Italian Corporate Law reform. As part of the reform, the audit control is duty of the auditors, as prescribed by Article 2409 bis and ff. and as transposed into Article 30.6 of the By-laws. As stated in the Merger Deed, the merger effects were backdated to 1 January 2004 for accounting and tax purposes only. Therefore, the financial statements at 31 December 2004, which were submitted to you for approval, are the financial statements for the entire year 2004 of RAI-Radiotelevisione Italiana, the company resulting from the merger of 17 November. These financial statements were denominated in euros, without decimals; rounding-offs have been made in accordance with circular no. 106/e issued by the Italian Tax Receipt Agency on 21 December 2001. These financial statements include the Balance Sheet, the Income Statement and the Notes. They are also accompanied by a Directors’ Report on Operations. 140 Rai SpA Report of the Board of Statutory Auditors Below are the key figures for the Balance Sheet: (in millions of euros) ASSETS Non-current assets 1,146.6 Current assets 1,176.6 Accrued income and prepaid expenses 17.7 2,340.9 LIABILITIES AND EQUITY Equity 760.- Provisions for liabilities and risks 426.6 Staff severance pay 345.8 Payables 807.3 Accrued expenses and deferred income 1.2 2,340.9 MEMORANDUM ACCOUNTS Guarantees given: unsecured 78.2 secured 54.1 Purchase and sale commitments 93.4 Other memorandum accounts 238.4 464.1 The main figures of the Income Statement are provided below: (in millions of euros) Value of production 2,884.5 Production costs 2,880.1 Operating profit/(loss) 4.4 Financial income and expense 57.5 Value adjustments to financial assets -4.5 Extraordinary income and expense 64.5 Income taxes -8.9 Net profit/(loss) for the year 113.- Based on our several contacts with auditors “PricewaterhouseCoopers S.p.A.” (hereinafter PWC) – we state that the all the three parts of the financial statements (Balance Sheet, Income Statement and Notes) have been prepared in accordance with applicable laws. 141 Rai SpA Report of the Board of Statutory Auditors The Balance Sheet and the Income Statement summarised above are compared with the key figures taken from the financial statements 2003, as required under Article 2423 ter (paragraph five) of the Italian Civil Code. More specifically, for a proper like-for-like comparison, the Balance Sheet and the Income Statement at 31 December 2004 have also been compared with the “pro-forma” financial statements at 31 December 2003 resulting from the merger of RAI Radiotelevisione Italiana into RAI Holding. More specifically, to give a more complete overview of the effects of the transactions made in the year, the schedules in the Notes provide the effects of the merger. In the schedules of the Balance Sheet and of the Income Statement, the figures for the financial statements at 31 December 2004 are compared with both pre-merger and post-merger figures. The Notes describe the accounting policies adopted. Some schedules provide additional information required to be given under Article 2427 of the Italian Civil Code. Indications are also provided of revaluations made on tangible assets posted, and the regulatory provisions requiring this are also indicated. Amounts in the Notes and the schedules are in thousands of euros; the only exception is the net profit for the year, which has two decimal figures. Copies of the full latest financial statements of subsidiaries, with reports of the relevant Board of Directors and the Auditors’ Report, and a table summarising the key figures for the latest financial statements of the associated companies are lodged with the Company’s offices, as required by Article 2429 (paragraph three) of the Italian Civil Code. The reports of the Board of Statutory Auditors and the Auditors’ Report give positive opinions. As required by Article 2428 of the Italian Civil Code, the Directors provide information on the condition of the Company and the activities performed, also through subsidiaries. The Directors’ Report also discloses information on R&D activities, post-balance sheet events and business outlook. There are other three schedules which help reading the financial statements: the analysis of balance sheet, analysis of income statement and the cash flow statement. As regards the Board of Statutory Auditors (also in consideration of the report of the Board of Statutory Auditors of the acquired company), there were no exceptional cases in the year for which derogations under Article 2423, paragraph four of the Italian Civil Code, were required. We approve the accounting policies listed for individual items. These are essentially unchanged from those adopted for the financial statements 2003, but are updated and include the changes introduced by Legislative Decree no. 6/2003 (Corporate Law Reform) to the Italian Civil Code. The accounting policies adopted are in line with the general principles indicated in Article 2423 of the Italian Civil Code and the more specific requirements of Article 2426. 142 Rai SpA Report of the Board of Statutory Auditors From the accounting standpoint, we need to point out that the application of the new rules of Corporate Law have led to the elimination of tax-driven entries. The main effects were: • reversal of prior years’ accumulated anticipated amortisation and depreciation to extraordinary income in the Income Statement; • accrual of ordinary amortisation and depreciation in connection with the above said recovery of anticipated amortisation and depreciation; • accrual of deferred tax liabilities due to the difference between the above said recovery of anticipated amortisation and depreciation and the new ordinary amortisation and depreciation charges. With regard to the properties located in Rome, Viale Mazzini and Turin, Via Cernaia, which are currently available for sale, a portion of the provision accrued in prior years to cover structural problems in these properties directly decreased their book value. This was supported by a special expert’s report which confirmed an impairment loss of 36.5 million Euro, equal to the portion of provision that was used; accordingly there were no effects on the Income Statement. From the accounting standpoint it must also be said that: • there are no start-up, expansion and similar costs, and research, development and advertising costs benefiting several years in the balance sheet; • the net profit or loss for the year 2004 – unlike that for the prior year – does not include anticipated amortisation and depreciation, in line with the new rules on corporate law: the prior years’ accumulated anticipated amortisation and depreciation, as said above, were posted as extraordinary items to the Income Statement; • deferred tax assets have been calculated on the taxed provisions accrued in prior years according to a detailed reliable recovery plan; • deferred tax liabilities have been calculated for the anticipated amortisation and depreciation charges for the year indicated in the income tax return. RAI has opted for the procedure under Article 117 of the Income Tax Code, as amended by Legislative Decree 344/2003, i.e. the consolidation tax mechanism. Post-balance-sheet events include the ascertainment and statement by the Italian Communications Regulatory Authority on 9 March 2005 that RAI has not responded to the formal warning issued by resolution no. 226/03/CONS of 27 June 2003. Fines were for some 20 million Euro. To that regard, in the Report on Operations the Board of Directors state that the Communications Regulatory Authority’s resolution is to be deemed unlawful due to procedural and substantial flaws. Therefore, RAI has filed an appeal against this resolution with the Lazio Regional Tribunal, and has requested a stay of execution and the quashing of the resolution. The financial statements report no provision for risks from potential liabilities. This determination is supported by the opinions expressed by authoritative independent counsellors and by the Legal and Corporate Affairs Department. ................. 143 Rai SpA Report of the Board of Statutory Auditors With regard to the work of the Board of Statutory Auditors in 2004, 4 reviews were carried out at RAI Holding; from 1 December 2004 3 reviews were made in the “new” RAI-Radiotelevisione Italiana, where, as mentioned above, the same Statutory Auditors remained in office. At 30 November 2004, the Board of Statutory Auditors of the acquired company, two members of which were already members of the present Board of Statutory Auditors, had held 37 meetings. The Shareholders in the Meeting of 20 December 2004 resolved that, as required by the new Italian Corporate Law, auditors PWC, also appointed as independent auditors for the 2004-2006 period, be in charge of the audit control for the same period, with effective date 1 October 2004. Starting December 2004, in consideration of the duties envisaged by the new rules, the Board of Statutory Auditors commenced and planned also meetings with the audit controller and with the heads of individual departments in order to obtain the information required to fairly assess the adequacy of the organisation structure, the internal control system and the administrative and accounting system. During the year the Statutory Auditors have issued their opinions in pursuance of Article 2389 paragraph 3 of the Italian Civil Code on the offices of members of the Board of Directors and on the appointment of the independent auditors as audit controllers, as prescribed by Article 2409 quater of the Italian Civil Code. The Statutory Auditors have attended all the meetings of the Board of Directors of the acquiring company (5 meetings) and of the acquired company (39 meetings). The Board of Directors has given proxies to its members for limited periods of time and for special subjects, as required by Article 2 (paragraph four) of Law no. 206/1993 and Article 18 (last paragraph) of the pre-merger By-laws. These proxies, which aimed at expanding on strategic issues, were exercised without prejudice to the powers and the privileges conferred by the Law and the By-Laws to the Chairman, the Board and the General Director. During the meetings of the Board of Directors, we have been provided by the Directors with information on the general performance and business outlook, and on the major transactions by size or characteristics made by the Company. We can provide reasonable assurance that the actions implemented comply with the Laws and the Company’s by-laws, that they are not overtly imprudent, reckless or in conflict with the Shareholders’ Meetings’ resolutions, and that they do not undermine the company’s assets. These Shareholders’ Meetings were held with the attendance of the Board of Statutory Auditors: RAI Holding - 2 RAI-Radiotelevisione Italiana (before merger) - 3 RAI-Radiotelevisione Italiana (after merger) - 1 on 20 December 2004 ................. 144 Rai SpA Report of the Board of Statutory Auditors The independent auditors reported no illicit events, as referred to in Article 2408 of the Italian Civil Code. In light of the foregoing, we give our favourable opinion for the approval of the financial statements at 31 December 2004 as prepared by the Directors. We also put forward – on the Directors’ initiative – that the net profit for the year of 112,969,764,000 Euro be allocated as follows: 5,648,488.20 Euro (the twentieth part of the net profit for the year) to the “Legal Reserve”; 477,544.51 Euro to the reserve for exchange gains pursuant to Article 2426, paragraph 8 bis of the Italian Civil Code; the remainder will be allocated as the Shareholders may resolve. ................. The disclosures below are reported for information purposes. The two meetings of the Board of Statutory Auditors of RAI Radiotelevisione Italiana (before and after the merger), which lasted for more than one day, were held at the Correspondence offices in Brussels and London. In some instances, during our work we found some deficiencies and critical factors at the administrative level. We have reported them to the Top Management or the relevant functions for review and adoption of suitable corrective measures. As usual, also using the information obtained from the Internal Auditing Department and through the contacts with independent auditors PWC, we dwelled on the status of the procedures and the internal control of both RAI S.p.A. and its Group. For RAI S.p.A., we have no remarks to make on the system of administrative and accounting procedures, also with reference to the preparation of the statutory and the consolidated financial statements. However, the overall process for updating and completing this system is not fully adequate. In 2004 the Company has dedicated many efforts to fill the existing gaps. In this context, some important goals were achieved. More specifically: - preparation and officialisation of the “process book”; - determination of the upgrading for the operating rules governing two important company sectors: goods and services procurement and control of some editorial issues of TV programmes; - setting up of a quarterly reporting process for RAI S.p.A. and the Group as part of the rolling forecast system; - the continuation of the implementation of the “Progetto 231” in RAI and its subsidiaries; this led to the definition of a model, even though it has not been formalised yet. Regarding the “Progetto 231”, the Board of Statutory Auditors has called the attention of the Company on the need for completing the project procedure; - introduction of the Code of Ethics of the RAI Group, as part of the Progetto 231. The Code is a very important point of reference for conduct issues. In October 2004 all employees were given a copy of the overview of the Code. 145 Rai SpA Report of the Board of Statutory Auditors In general, the procedure system is still marked by: • absence of some procedures and non-compliance of some other procedures with the current operating requirements, which are being introduced or adjusted in the new organisation structure; this new structure at least requires a review of operating processes; • in some company areas, persistence of practices that are not compliant with the new organisation structure; • inaccurate adoption of prescriptions for the protection of IT assets and for the process and product editorial control. The Board has repeatedly suggested that the set of procedures be completed and updated within reasonable times. Whilst considering the vastness and complexity of the problems connected with the effects of the recent re-organisation, this must be completed as soon as possible, because a full and exhaustive internal control system is also required for privatisation, as set forth in said Law 112/2004. It must also be noted that, as part of the actions and efforts made to make the corporate governance system more efficient (e.g.: centralisation of management control), a new unit “Norms and Methodologies” was formed for preparing norms and procedures for the administrative area. 146 Rai SpA Report of the Board of Statutory Auditors Also with a view to privatisation, below are some considerations on the Internal Auditing Department. Later in 2004 the Department lost the Inspectorate office, which has now become a unit of the Human Resources Department, as part of the above said reorganisation. In 2004, as part of the duties of the Inspectorate office, at the request of the Top Management the IA Department’s operations focussed on finding those responsible, if any, of situations or events of questionable regularity. Now that the office has passed to the HR department, from 2005 the IA Department’s activity can focus on controls as a priority, checking all the company’s units in rotation and methodically. To achieve this goal, it should be valued if it is necessary to introduce new measures to balance the IA’s normal operations and to consider the adequacy of the number of staff. As regards the relations between RAI and the investees, non-accounting procedures still lack common points of reference, so that subsidiaries can all have the same background for establishing their own operating rules. It is advisable to complete some “guidelines” with which each single Group company should comply in preparing procedures for the key management processes. These “guidelines” should provide a consistent set of procedures, based on which a higher-level internal control system can be developed at Group level. THE BOARD OF STATUORY AUDITORS Mr Carlo Cesare GATTO Prof Paolo GERMANI Prof Salvatore RANDAZZO Rome, 12 April 2005 147 Rai SpA Report of the independent Auditors Report of the independent Auditors 148 Rai SpA Report of the independent Auditors 149 Rai SpA Shareholders Meeting Resolution Shareholders’ Meeting Resolution RAI – Shareholders’ Meeting held on 31 May 2005 RAI s Financial Statements — FY 2004 The Shareholders of RAI in the General Ordinary Meeting - having reviewed the proposal of the Board of Directors regarding the Financial Statements of RAI for FY 2004: Balance Sheet, Income Statement and Notes, accompanied by the Directors’ Report on Operations; - having taken note of the Report of the Statutory Auditors, which put forward the approval of these financial statements; - and having taken note of the Auditors’ Report of PricewaterhouseCoopers, where no exceptions are noted; resolved that - the Company’s Financial Statements at 31 December 2004 be approved, with a net profit for the year of 112,969,764.00 Euro; - the net profit for the year of 112,969,764.00 Euro be allocated as follows: - 5,648,488.20 Euro (5% of net profit) to the Legal Reserve; - 477,544.51 Euro as reserve for exchange gains pursuant to Article 2426, paragraph 8 bis of the Italian Civil Code; - 70% (seventy per cent) to the Shareholders as dividend; - the remainder be brought forward. 151 RAI SpA Consolidated financial statements at 31 December 2004 Contents Highlights 2004 154 Reclassified financial statements 156 Financial review 157 Statutory Balance Sheet and Income Statement 167 Notes to the financial statements 175 Supplemental schedules 201 Report of the Board of Statutory Auditors 207 Report of the independent Auditors 211 Annexes Financial statements of subsidiaries Financial statements of associated Companies (summary schedules) 213 213 263 Rai Group Highlights Highlights 154 (millions of euros) Rai Group Highlights 155 Rai Group Reclassified financial statements Reclassified financial statements Income Statement (millions of euros) 31.12.2004 31.12.2003 Change % change Revenues from sales and services 3,021.3 Changes in inventories 0.3 Capitalisation of internal development/construction costs 10.4 Total revenues 3,032.0 Cost of goods and external services -1,351.0 Personnel costs -922.2 Total operating costs -2,273.2 Gross Operating Margin 758.8 Amortisation of programmes -430.4 Depreciation -176.1 Other income (expense), net -62.8 Operating profit/(loss) 89.5 Financial income, net -7.5 Value adjustments to financial assets 1.0 Profit/(loss) before extraordinary items 83.0 Extraordinary income (expense), net 2.1 Profit/(loss) before taxes 85.1 Income taxes for the year -2.9 Net profit (loss) for the year 82.2 Of which minority interests -0.2 2,841.2 0.1 10.8 2,852.1 -1,156.9 -888.2 -2,045.1 807.0 -407.0 -173.9 -47.1 179.0 -13.1 -1.7 164.2 14.2 178.4 -96.5 81.9 -0.4 180.1 0.2 -0.4 179.9 -194.1 -34.0 -228.1 -48.2 -23.4 -2.2 -15.7 -89.5 5.6 2.7 -81.2 -12.1 -93.3 93.6 0.3 0.2 6.3 200.0 -3.7 6.3 16.8 3.8 11.2 -6.0 5.7 1.3 33.3 -50.0 -42.7 -158.8 -49.5 -85.2 -52.3 -97.0 0.4 31.12.2004 31.12.2003 Change % change 1,585.6 -473.4 -384.8 727.4 851.1 -123.7 727.4 1,632.2 -534.1 -362.8 735.3 769.0 -33.7 735.3 -46.6 60.7 -22.0 -7.9 82.1 -90.0 -7.9 -2.9 -11.4 6.1 -1.1 10.7 267.1 -1.1 Balance Sheet (millions of euros) Non-current assets Working capital Staff severance pay Capital employed, net Equity Net debt (net liquidity) 156 Rai Group Financial review Financial review Income Statement The Balance Sheet 2004 reveals a consolidated net profit of 82.2 million Euro, in line with the net profit for 2003 (81.9 million Euro). Below is a summary of the main items of the Income Statement. The major differences from the prior-earlier period are explained. Revenues from sales and services Revenues from sales and services (millions of euros) Licence fees Advertising revenues Other revenues Total revenues from sales and services 2004 2003 Change % 1,473.8 1,218.6 328.9 3,021.3 1,432.0 1,094.1 315.1 2,841.2 41.8 124.5 13.8 180.1 2.9 11.4 4.4 6.3 These amounted to 3,021.3 million Euro, up 180.1 million Euro from 2003 (+6.3%) and include licence fees, advertising and other commercial revenues. As shown in the table below, advertising accounted for a larger amount of total revenues from sales and services as compared with licence fees; commercial revenues have not changed materially. Revenues (%) Licence fees Advertising Other revenues 2004 2003 48.8 40.3 10.9 100.0 50.4 38.5 11.1 100.0 Licence fees. These amounted to 1,473.8 million Euro, up 41.8 million Euro from the prior year (+2.9%), due to the 2.5 Euro rise in the individual licence fee (+2.6%) from 1 January 2004 and, to a lesser extent, to the growth in the number of paying subscribers. Advertising (1,218.6 million Euro) rose 124.5 million Euro (+11.4%) from the prior year due to the recovery in the advertising market (up 7.3) and great sports events during the year. 157 Rai Group Financial review Advertising (millions of euros) TV advertising Radio advertising Promotions and sponsorships Other advertising Total Advertising 2004 2003 Change % 1,003.6 68.8 99.9 46.3 1,218.6 895.7 64.4 89.8 44.2 1,094.1 107.9 4.4 10.1 2.1 124.5 12.0 6.8 11.2 4.8 11.4 Other revenues amounted to 328.9 million Euro, up 13.8 million Euro (+4.4%) and mainly relate to revenues from: • special services under agreements (82.9 million Euro), distribution and services (31.8 million Euro) rendered by the Parent Company; • distribution and services rendered by Rai Trade (52.1 million Euro), Rai Sat (44.9 million Euro) and Rai Way (37.6 million Euro); • distribution in theatres and for home video carried out by 01 Distribution (22.3 million Euro). Below is a breakdown of revenues from sales and services by company. Amounts are not inclusive of infragroup transactions. Revenues by company (millions of euros) Rai Rai Cinema RaNet RaiSat Rai Trade Rai Way SIPRA 01 Distribution Other companies 2004 % 2003 % 1,628.0 6.8 0.1 47.8 52.4 37.6 1,223.9 22.3 2.4 3,021.3 53.9 0.2 1.6 1.7 1.2 40.5 0.7 0.1 100.0 1,583.2 4.9 0.1 46.1 47.7 35.9 1,101.2 21.0 1.1 2,841.2 55.7 0.2 1.6 1.7 1.3 38.8 0.7 100.0 Operating costs These include the cost of raw materials and external services, and personnel costs. They amounted to 2,273.2 million Euro, up 228.1 million Euro (11.2%) from the prior year. Operating costs (millions of euros) Purchase of goods and services Personnel costs Total 158 2004 2003 Change % 1,351.0 922.2 2,273.2 1,156.9 888.2 2,045.1 194.1 34.0 228.1 16.8 3.8 11.2 Rai Group Financial review Cost of goods and external services. These include external costs (purchase and production of immediate-use programmes, general services, freelance work, consulting, etc.), costs for use of third party assets (filming rights, specifically sports events, copyrights, leases and rents, etc.) cost for the purchase of materials, and the cost of concession fees. "Cost of goods and external services" totalled 1,351 million Euro, an increase of 194.1 million Euro (16.8%) over the prior year, mostly due to the cost of filming rights in connection with great sports events during the year (almost 130 million Euro for the Athens Olympics and the European Soccer Championships), and, to a lesser extent, to the increase in expenses incurred to improve the offering of programmes of the Parent Company. Cost of goods and external services (millions of euros) Purchase of materials External services Freelance work Services for purchase and production of programmes General services (postage, copying and translation cleaning, lease of plants, archive services, etc.) Daily, travel and subsistence allowance Other Rent, leasing and similar costs Filming rights Usage rights Leases and rentals Concession fee Other Total 2004 2003 Change % 30.3 33.5 -3.2 -9.6 140.2 232.1 125.3 187.0 14.9 45.1 11.9 24.1 207.2 51.4 104.6 735.5 202.7 47.5 102.7 665.2 4.5 3.9 1.9 70.3 2.2 8.2 1.9 10.6 318.1 115.6 124.2 557.9 27.2 0.1 1,351.0 200.8 109.5 122.0 432.3 25.7 0.2 1,156.9 117.3 6.1 2.2 125.6 1.5 -0.1 194.1 58.4 5.6 1.8 29.1 5.8 -50.0 16.8 Below is a breakdown of cost of purchase of goods or services by company. Amounts are not inclusive of infragroup transactions. Purchase of goods and external services (millions of euros) Rai Rai Way SIPRA Rai Trade 01 Distribution RaiSat Rai Cinema RaiNet Other companies 2004 % 2003 % 1,130.7 80.1 49.8 27.5 19.4 19.9 8.4 4.0 83.7 5.9 3.7 2.0 1.4 1.5 0.6 0.3 947.8 82.4 46.6 25.2 18.7 14.7 7.8 3.1 81.9 7.1 4.0 2.2 1.6 1.3 0.7 0.3 11.2 0.8 10.6 0.9 1,351.0 100.0 1,156.9 100.0 159 Rai Group Financial review Personnel costs - These amounted to 922.2 million Euro from 888.2 million Euro at 31 December 2003. The increase from 2003 (+34 million Euro, up 3.8%) is due to the persistence of changes in the prior year - specifically due to the deferred effects of contracts made, and the need to make sufficient provisions to cover labour disputes. Below is a breakdown of personnel costs by company. Personnel costs by company (millions of euros) Rai Rai Way SIPRA RaiSat Rai Trade Rai Cinema RaiNet Other companies 2004 % 2003 % 822.5 45.3 27.6 6.3 5.8 4.8 4.3 89.2 4.9 3.0 0.7 0.6 0.5 0.5 793.6 43.8 24.9 5.3 5.4 5.2 4.2 89.3 4.9 2.8 0.6 0.6 0.6 0.5 5.6 0.6 5.8 0.7 922.2 100.0 888.2 100.0 Average workforce, including employees on a fixed-term contract, was 13,249 employees, of which 1,769 were on a fixed-term contract, an increase of 92 from the prior year. Employees at 31 December were 11,554, of which 101 were employed on a trainee contract. Gross Operating Margin Gross Operating Margin was positive and amounted to 758.8 million Euro, a decrease of 48.2 million Euro from the prior year. However, if the Gross Operating Margin was shown net of the cost of great sports events for the year, excluding major revenues from advertising related to these events (estimated to account for 100 million Euro), then it would increase by more than 50 million Euro from 2003. 160 Rai Group Financial review Investment, amortisation and depreciation Group investment during 2004 is shown below by type and company: Investment (millions of euros) Property, plant & equipment Rai Rai Cinema RaiSat Rai Trade Rai Way SIPRA Other companies Programmes Other (*) Total 2004 2003 2004 2003 2004 2003 2004 2003 60.5 0.1 0.3 29.6 1.4 1.2 93.1 70.1 0.1 0.2 29.3 0.4 0.1 100.2 240.6 277.3 11.1 9.7 538.7 231.5 280.1 10.1 8.9 530.6 37.4 0.5 0.3 0.2 1.5 1.4 41.3 1.2 0.2 0.4 0.1 1.2 1.4 0.3 4.8 338.5 277.8 11.2 10.3 29.8 2.9 2.6 673.1 302.8 280.4 10.5 9.2 30.5 1.8 0.4 635.6 (*) Other mainly relates to other technical investments in intangible assets. The figure for 2004 of Rai SpA essentially includes the concession obtained in connection with the frequencies for the Digital Terrestrial Network Investment in programmes amounted to 538.7 million Euro, an increase of 8.1 million Euro from the prior year, entirely due to greater investment made by the Parent Company mostly in the TV series segments. During the year, the development of the digital terrestrial network continued and required investment in property, plant and equipment of 11.4 million Euro out of total investments of 93.1 million Euro. Other includes the costs incurred by the Parent Company (more than 32 million Euro) to purchase frequencies to develop the digital terrestrial network. Amortisation and depreciation (millions of euros) Property, plant and equipment Programmes Other non-current assets Total 2004 2003 Change % 167.4 430.4 8.7 606.5 167.4 407.0 6.5 580.9 23.4 2.2 25.6 5.7 33.8 4.4 Amortisation of programmes, which was calculated in accordance with the accounting principles stated above, rose from the prior year by 23.4 million Euro, mostly due to the amortisation of RAI Cinema’s rights to cover investment for the year and the validity of rights related to investment made in prior years. 161 Rai Group Financial review Other net expense Other net expense, amounting to 62.8 million Euro (+15.7 million Euro from 2003) relates to costs/revenues which are not directly related to the Group’s core business. More specifically, these include out-of-period gains and losses, provisions for writedowns of liabilities and risks, indirect taxes, ICI (local property tax) and other charges. Other net expense include writedowns of 55.5 million Euro, reported in the financial statements of the Parent Company and Rai Cinema, to reflect the risks of possible use, broadcasting or re-broadcasting of repeat-use programmes, in accordance with prior years’ policies. Operating profit/(loss) The performance of operating revenues and costs has brought an Operating Profit of 89.5 million Euro, down 50% from the prior year. As with Gross Operating Margin, the exclusion of net expense incurred to broadcast great sports events would improve Operating Profit by 10 million Euro. Net financial expense Average net debt is positive after seven years (+26 million Euro from -201 million Euro in 2003), due to the collection of all unpaid TV licence fees and positive cash-flow operations. Net financial expense (millions of euros) Income from equity investments Net interest expense due to banks and other lenders Net exchange losses Other net financial income Total 2004 2003 Change % 0.2 - 0.7 - 7.0 - 7.5 2.0 - 7.0 - 9.2 1.1 - 13.1 -1.8 6.3 2.2 - 1.1 5.6 -90.0 - 90.0 - 23.9 - 100.0 - 42.7 Financial income/expense significantly improved (-7.5 million Euro from -13.1 million Euro in 2003), due to lower net interest expense and a smaller effect of exchange differences on the purchase of foreign currency rights. The average cost of bank debt is of small relevance, thanks to short overdraft periods (3.9% and 2.5% on short-term overdraft). Amounts deposited with banks yield an almost 2% rate by using temporary cash surplus held at leading banks in riskless transactions. Lending and borrowing rate spreads are the banks’ best spreads for major clients. 162 Rai Group Financial review Income taxes for the year Deferred tax assets have been recognised in the financial statements of Group companies in accordance with the indications in Document no. 1 of Organismo Italiano di Contabilità (the Italian Standard Setter). This has decreased income taxes for the year from 96.5 million Euro in 2003 to 2.9 million Euro in 2004. This amount relates to: • Current taxes (65.4 million Euro), which for the most part were posted by the Parent Company (IRAP of 40 million Euro) and SIPRA (12.5 million Euro); • Deferred tax liabilities (10.9 million Euro) due to tax anticipated depreciation recognised mainly posted by RAI (6.0 million Euro) and Rai Way (4.3 million Euro); • Deferred tax assets (73.4 million Euro), valued in accordance with the prudence principle and considered to be recoverable with reasonable certainty, due to negative taxable income realised and add-backs made by the Parent Company (60.4 million Euro) and Rai Cinema (9.0 million Euro). Balance Sheet Non-current assets These amounted to 1,585.6 million Euro, down 46.6 million Euro over 2003. Non-current assets (millions of euros) Tangible assets Programmes Financial assets: - Equity investments - Receivables - Other financial assets Other non-current assets 2004 2003 Change % 708.7 799.1 821.7 752.9 -113.0 46.2 -13.7 6.1 6.4 20.1 3.5 30.0 47.8 1,585.6 5.8 23.1 13.6 42.5 15.1 1,632.2 0.6 -3.0 -10.1 -12.5 32.7 -46.6 10.3 -13.0 -74.3 -29.4 216.5 -2.9 Tangible assets amounted to 708.7 million Euro, down 113 million Euro due to: • investments (90.9 million Euro, net of eliminations of 2.2 million Euro), of which 11.4 million Euro relate to the construction of digital terrestrial broadcasting networks; • depreciation of 167.4 million Euro; • writedowns of 36.5 million Euro relating to the adjustment of the property report value for the properties located in Turin, via Cernaia and Rome, viale Mazzini. Given that a special provision had been accrued in prior years to cover structural problems in these properties, and these properties are now available for sale, a part of this provision (36.5 million Euro) was prudently used so as to decrease the 163 Rai Group Financial review carrying value of the properties. An independent expert’s report has been demanded to support this writedown. The expert’s report has confirmed the impairment loss of these properties. Programmes amounted to 799.1 million Euro, up 24.5 million Euro from 2003. Net investments (532.1 million Euro) are essentially in line with those for 2003 (528.8 million Euro). During 2004, the value of non-current programmes was written down by 61.3 million Euro to reflect the risks of possible use, broadcasting and/or re-runs of repeat-use programmes, partly in light of TV ratings forecasts. The decrease in Financial assets is due to the sale of bonds purchased in June 2003 (10 million Euro). The increase in Other non-current assets, amounting to 47.8 million Euro from 15.1 million Euro, is mainly due to the purchase of frequencies to develop the digital terrestrial network (32.4 million Euro). Working capital This rose by 60.7 million Euro over 2003, due to normal business development. Working capital (millions of euros) Inventories Trade receivables Other assets Trade payables Provisions for liabilities and risks Other liabilities 2004 2003 Change % 6.1 568.3 286.8 -702.7 -439.1 -192.8 -473.4 5.9 581.3 297.0 -736.1 -490.4 -191.8 -534.1 0.2 -13.0 -10.2 33.4 51.3 -1.0 60.7 3.4 -2.2 -3.4 -4.5 -10.5 0.5 -11.4 The change in Provisions for liabilities and risks is due to the writedown of the properties located in Turin, via Cernaia, and Rome, Viale Mazzini, which was discussed above, and to usual changes during the year. As there were no relevant changes in risky situations, the coverage offered by the provisions made is still sufficient to cover future liabilities and risks. 164 Rai Group Financial review Equity Group net profit in 2004 of 82.2 million Euro brought an increase in Equity from 769 million Euro in 2003 to 851.1 million Euro in 2004. Net financial position Year-end net debt is positive and greatly improved from the prior year (123.7 million Euro from 33.7 million Euro on the prior year). Below is a breakdown: Net financial position (millions of euros) Banks and other lenders, net - medium/long-term - short-term - cash and cash equivalents Liquidity used Other financial (payables) receivables Net financial position Average financial position 2004 2003 Change % -3.9 -13.1 147.3 130.3 -6.6 123.7 26.0 -83.6 -0.4 117.4 33.4 11.3 -11.0 33.7 -201.0 79.7 -12.7 29.9 96.9 -11.3 4.4 90.0 227.0 -95.3 3,175.0 20.3 74.4 -100.0 - 40.0 267.1 -112.9 Cash-flow amounted to 90 million Euro due to the collection of all TV licence fees due to the Ministry of Finance and the good work of management, with unleveraged broadcasting of the 2004 great sports events (Athens Olympics and European Soccer-championships), and the start of the digital project. The medium/long-term loan of the original amount of 300 billion lire made in 1997 was fully repaid. 165 Rai Group Financial review Comparison between statutory and consolidated financial statements The difference between the Parent Company’s net profit (113 million Euro) and the consolidated net profit (82.2 million Euro) is mainly due to the elimination of extraordinary income recognised in the Parent Company’s accounts to reverse 'tax distortions' (mainly consisting of anticipated amortisation) amounting to 37 million Euro, net of income taxes, and the inclusion of the balances of Group companies, which is partly offset by the reversal of dividends paid out by the Parent Company on 2003 profits (7.8 million Euro). Reconciliation between RAI and consolidated financial statements (millions of euros) Net profit (loss) Rai financial statements Elimination of the value of equity investments against Net Equities and profits against dividends distributed Adjustment of value of associated companies to the Equity method Elimination of ‘tax distortions’ Deferred/Prepaid taxes Other consolidation adjustments Consolidated financial statements 166 Equity 2004 2003 2004 2003 113.0 24.5 760.0 647.1 7.8 49.1 119.6 111.8 0.1 - 61.2 23.9 - 1.4 82.2 0.1 15.0 - 5.7 - 1.1 81.9 4.7 6.7 - 39.9 851.1 4.6 61.2 - 17.2 - 38.5 769.0 Rai Group Consolidated Balance Sheet and Income Statement statements according to the Italian Civil Code 167 Rai Group Consolidated Balance Sheet and Income Statement Consolidated Balance Sheet - Assets A) SUBSCRIBED CAPITAL UNPAID B) NON-CURRENT ASSETS I. INTANGIBLE ASSETS 1.- Start-up, expansion and similar costs 3.- Industrial patent and intellectual property rights 4.- Concessions, licences, trademarks and similar rights 6.- Assets under development and payments on account 7.- Other intangible assets TOTAL INTANGIBLE ASSETS II. TANGIBLE ASSETS 1.- Land and buildings 2.- Plant and machinery 3.- Industrial and commercial equipment 4.- Other tangible assets 5.- Assets under construction and payments on account TOTAL TANGIBLE ASSETS III. FINANCIAL ASSETS 1.- Equity investments in a) unconsolidated subsidiaries b) associated companies d) other companies 2.- Receivables d) others amounts falling due within one year amounts falling due after one year 3.- Other securities TOTAL FINANCIAL ASSETS TOTAL NON-CURRENT ASSETS 168 (millions of euros) 31.12.2004 31.12.2003 - - .. 577.0 32.7 225.9 11.3 846.9 0.4 600.4 0.4 177.9 10.6 789.7 359.6 245.1 8.4 32.9 62.7 708.7 437.5 251.7 9.9 32.8 89.8 821.7 2.0 3.7 0.7 6.4 2.0 3.0 0.8 5.8 3.0 17.1 20.1 2.3 20.8 23.1 3.5 30.0 1.585.6 13.6 42.5 1.653.9 Rai Group Consolidated Balance Sheet ande Income Statement Rai SpA Stato Patrimoniale Conto Economico (millions of euros) C) CURRENT ASSETS I. INVENTORIES 1.- Raw materials, supplies and consumables 3.- Contract work in process 4.- Finished goods and merchandise a) finished goods b) merchandise TOTAL INVENTORIES II. CURRENT RECEIVABLES 1.- Customers amounts falling due within one year amounts falling due after one year 3.- Associated companies 4.bis - Tax receivables 4.ter - Deferred tax assets amounts falling due within one year amounts falling due after one year 5.- Others TOTAL CURRENT RECEIVABLES III. CURRENT FINANCIAL ASSETS IV. CASH AND CASH EQUIVALENTS 1.- Cash at banks and post offices 2.- Cheques 3.- Cash and cash equivalents on hand TOTAL CASH AND CASH EQUIVALENTS TOTAL CURRENT ASSETS D) ACCRUED INCOME AND PREPAID EXPENSES b) accrued income and other prepaid expenses TOTAL ACCRUED INCOME AND PREPAID EXPENSES TOTAL ASSETS 31.12.2004 31.12.2003 4.2 0.8 4.3 0.8 1.0 0.1 6.1 0.7 0.1 5.9 567.6 .. 0.1 37.7 580.4 0.1 0.1 52.3 84.6 1.3 143.9 835.2 9.6 1.2 225.1 868.8 - - 147.0 .. 0.3 147.3 988.6 117.1 .. 0.3 117.4 992.1 19.9 20.8 19.9 2,594.1 20.8 2,666.8 169 Rai Group Consolidated Balance Sheet and Income Statement Consolidated Balance Sheet - Liabilities and equity 31.12.2004 31.12.2003 242.5 523.2 82.4 848.1 241.5 438.5 82.3 762.3 3.2 (0.2 ) 851.1 7.1 (0.4) 769.0 B) PROVISIONS FOR LIABILITIES AND RISKS 1.- Pensions and similar liabilities 2.- Current and deferred taxes 3.- Other provisions TOTAL PROVISIONS FOR LIABILITIES AND RISKS 156.0 39.9 243.2 439.1 159.0 29.0 324.1 512.1 C) STAFF SEVERANCE PAY 384.8 362.8 15.6 1.3 - 73.4 3.8 6.8 27.2 1.2 16.4 - 667.5 5.3 5.6 2.5 42.4 44.8 722.0 .. 5.7 3.0 41.2 42.2 101.3 0.1 914.8 106.0 0.2 1,020.7 4.3 4.3 2,594.1 2.2 2.2 2,666.8 A) EQUITY I. PARENT COMPANY 1.- Share capital 3.- Reserves and retained earnings (losses carried forward) 4.- Net profit (loss) for the year II. MINORITY INTERESTS 1.- Share capital, reserves and retained earnings (losses carried forward) 2.- Net profit (loss) for the year TOTAL EQUITY D) PAYABLES 4.- Due to banks amounts falling due within one year amounts falling due after one year 5.- Due to other lenders 6.- Advances amounts falling due within one year amounts falling due after one year 7.- Suppliers amounts falling due within one year amounts falling due after one year 9.- Unconsolidated subsidiaries 10.- Associated companies 12.- Tax payables 13.- Social security 14.- Other payables amounts falling due within one year amounts falling due after one year TOTAL PAYABLES E) ACCRUED EXPENSES AND DEFERRED INCOME b) accrued expenses and other deferred income TOTAL ACCRUED EXPENSES AND DEFERRED INCOME TOTAL LIABILITIES AND EQUITY 170 (millions of euros) Rai Group Consolidated Balance Sheet and Income Statement Memorandum accounts (millions of euros) 31.12.2004 31.12.2003 2.6 72.3 74.9 2.6 108.7 111.3 c) Other guarantees given: - others Total unsecured guarantees given 3.3 78.2 2.0 113.3 2.- Secured guarantees given b)own commitments other than payables c) recognised payables Total secured guarantees given 3.5 50.6 54.1 3.5 69.0 72.5 3.- Purchase and sale commitments a) Purchase b) Sale Total purchase and sale commitments 73.2 4.9 78.1 121.2 17.9 139.1 1.3 172.5 36.0 7.4 0.1 8.6 64.9 290.8 501.2 1.3 139.4 39.6 .. 0.1 13.5 68.9 262.8 587.7 1.- Unsecured guarantees given a) Bank guarantees: - associated companies - others 4.- Other memorandum accounts a) Secured guarantees received b) Unsecured guarantees received c) Other parties’ guarantees given for Group commitments d) Leased assets e) Third parties’ assets held at the company f) Company’s assets held at third parties g) Other Total other memorandum accounts 171 Rai Group Consolidated Balance Sheet and Income Statement Consolidated Income Statement (millions of euros) 31.12.2004 A) VALUE OF PRODUCTION 1.- Revenues from sales and services 2.- Changes in inventories of work in progress, semifinished and finished goods 3.- Changes in contract work in process 4.- Capitalisation of internal development/construction costs 5.- Other revenues and income a) operating grants b) gains on disposal of assets c) sundry revenues and income TOTAL VALUE OF PRODUCTION B) PRODUCTION COSTS 6.- Cost of raw materials, supplies, consumables and merchandise 7.- Cost of services 8.- Rent, leasing and similar costs 9.- Personnel costs a) salaries and wages b) social security contributions c) staff severance pay d) pensions and similar liabilities e) other costs 10.- Amortisation, depreciation and writedowns a) amortisation b) depreciation c) other writedowns d) writedowns of current receivables and cash and cash equivalents 11.- Changes in inventories of raw materials, supplies, consumables and merchandise 12.- Provisions for risks 13.- Other provisions 14.- Sundry operating costs TOTAL PRODUCTION COSTS Operating profit/(loss) 172 31.12.2003 2,991.9 0.3 .. 10.4 2,810.1 0.1 (0.1) 10.8 3.6 3.1 113.4 120.1 3,122.7 1.2 0.8 113.6 115.6 2,936.5 (30.3) (735.5) (557.9) (33.5) (665.2) (432.3) (662.2) (184.6) (47.2) (12.8) (15.4) (922.2) (635.3) (178.9) (46.7) (16.8) (10.5) (888.2) (455.0) (167.4) (57.3) (1.8) (681.5) (438.5) (167.4) (1.8) (7.6) (615.3) (0.2) (7.5) (10.8) (87.3) (3,033.2) (0.2) (7.4) (26.9) (88.5) (2,757.5) 89.5 179.0 Rai Group Consolidated Balance Sheet and Income Statement Consolidated Income Statement cont. (millions of euros) 31.12.2004 C) FINANCIAL INCOME AND EXPENSE 15.- Income from equity investments c) dividends from other companies d) other income from equity investments 16.- Other financial income a) non-current receivables . others b) non-current securities other than equity investments c) current securities other than equity investments d) income other than the above . interest and commission income from unconsolidated subsidiaries . interest and commission income from others and sundry income 17.- Interest and other financial expense a) interest and commission expense to unconsolidated subsidiaries b) interest and commission expense to associated companies d) interest and commission expense to others and sundry expense 17 bis.-Exchange gains and losses TOTAL FINANCIAL INCOME AND EXPENSE D) VALUE ADJUSTMENTS TO FINANCIAL ASSETS 18.- Revaluations a) equity investments 19.- Writedowns a) equity investments b) current financial assets TOTAL VALUE ADJUSTMENTS TO FINANCIAL ASSETS E) EXTRAORDINARY INCOME AND EXPENSE 20.- Extraordinary income a) gains on disposal of assets b) prior-year income and non-existent assets c) other extraordinary income 21.- Extraordinary expense b) prior-year taxes c) prior-year losses and non-existent liabilities d) other extraordinary expense TOTAL EXTRAORDINARY INCOME AND EXPENSE Profit (loss) before taxes 22.- Income taxes for the year: current, deferred tax assets and liabilities 23.- Net profit (loss) for the year of which: - Parent Company - minority interests 31.12.2003 0.2 0.2 1.8 0.2 2.0 0.5 0.7 0.5 - 0.1 0.1 4.3 5.3 .. 8.4 9.3 .. (6.0) (6.0) (7.0) (7.5) 1.2 .. (0.1) (15.1) (15.2) (9.2) (13.1) - (0.2) .. (0.2) 1.0 (1.2) (0.5) (1.7) (1.7) 0.4 3.3 .. 3.7 4.5 12.6 17.1 (0.8) .. (0.8) (1.6) 2.1 (2.5) (0.4) (2.9) 14.2 85.1 178.4 (2.9) 82.2 (96.5) 81.9 82.4 (0.2) 82.3 (0.4) 173 Rai SpA Nota integrativa Rai Group Notes to the consolidated financial statements 175 Rai Group Notes to the consolidated financial statements The RAI Group consolidated financial statements were prepared in accordance with the provisions of the Italian Civil Code. These reclassification statements have been prepared: analysis of income statement, analysis of balance sheet, cash flow statement and changes in equity. For ease of comparison, some small items of 2003 Balance Sheet and Income Statement have been reclassified. The Balance Sheet, Income Statement, Notes and relevant appendices are expressed in millions of euros. The consolidated financial statements reporting date is 31 December 2004, which is the year-end date of all consolidated companies. The financial statements of consolidated companies are those approved by the relevant boards of directors and have been changed, where necessary, to ensure that accounting standards are adopted consistently. The consolidated financial statements and the accounts of individual consolidated companies, except for those of NewCo RAI International S.p.A. due to its small relevance, have been audited by: • Pricewaterhouse Coopers S.p.A. as main auditors; they audited the financial statements of Rai, Sipra, RaiNet, Rai Way, Rai Click, Rai Cinema, Rai Trade, 01 Distribution and the consolidated financial statements; • Deloitte & Touche S.p.A., they audited the financial statements of Rai Corporation and RaiSat; • Nick De Luca, they audited the financial statements of Rai Corporation Canada. The reconciliation between RAI and Group net profit and equity for the years 2004 and 2003 is on page 200. 1) Scope of consolidation RAI and all Italian and foreign companies (excluding companies in liquidation) in which RAI holds directly or indirectly the majority of votes at an ordinary shareholders’ meeting are included in the scope of consolidation. As, starting from FY 2004, San Marino RTV has been consolidated on the equity method, the effects of the consolidation of San Marino RTV on the line-by-line basis in the financial statements 2003 have not been considered for ease of comparison, and no changes in the Parent Company’s Net Profit and Equity were reported accordingly. 176 Rai Group Notes to the consolidated financial statements These companies are consolidated on a line-by-line basis (figures for the share capital are at 31 December 2004): • Rai Cinema S.p.A.; registered offices in Rome, Piazza Adriana 12, share capital 200,000,000.40 Euro; shareholders: Rai 99.997678%, Rai Trade 0.002322%. • Rai Click S.p.A.; registered offices in Milan, Corso Sempione 27, share capital 176,800 Euro; shareholders: Rai 59.94%, Rai Trade 0.06%, e-Bismedia 40%. • Rai Corporation - Italian Radio TV System; registered offices in New York, 1350 Avenue of the Americas; share capital USD 500,000; shareholders: Rai 100%. • Rai Corporation Canada - Italian Radio TV System; registered offices in Toronto (ONTARIO) M5 3K4 - 1235 Bay Street - Suite 4000, share capital Canadian dollars 1,394; shareholders: Rai Corporation 100%. • NewCo Rai International S.p.A.; registered offices in Rome, Viale Mazzini 14, share capital 1,000,000 Euro; shareholders: Rai 99.9%, Rai Trade 0.1%. • RaiNet S.p.A.; registered offices in Milan, Corso Sempione 27, share capital 5,160,000 Euro; shareholders: Rai 99.9%, Rai Trade 0.1%. • RaiSat S.p.A.; registered offices in Rome, Viale Mazzini 14, share capital 2,585,000 Euro; shareholders: Rai 94.9%, Rai Trade 0.1%, R.C.S. Mediagroup 5%. • Rai Trade S.p.A.; registered offices in Rome, Via Umberto Novaro 18, share capital 8,000,000 Euro; shareholders: Rai 100%. • Rai Way S.p.A.; registered offices in Rome, Via Teulada 66, share capital 70,176,000 Euro; shareholders: Rai 99.99926%, Rai Trade 0.00074%. • Sipra S.p.A.; registered offices in Turin, Corso Unione Sovietica 612/3D, share capital 10,000,000 Euro; shareholders: Rai 100%. • 01 Distribution S.r.l.; registered offices in Rome, Piazza Adriana 12; share capital 516,456 Euro; interests held by: RAI Cinema 100%. These companies are valued on the equity method: • Audiradio S.r.l.; registered offices in Milan, Largo Toscanini 1, share capital 234,000 Euro; interests held by: Rai 33.33%, minority interests 66.67%. • Auditel S.r.l.; registered offices in Milan, Largo Toscanini 1, share capital 300,000 Euro; interests held by: Rai 33% minority interests 67%. 177 Rai Group Notes to the consolidated financial statements • Sacis S.p.A. - in liquidation; registered offices in Rome, Via Umberto Novaro 18, share capital 102,000 Euro; shareholders: Rai 100%. • San Marino RTV S.p.A.; registered offices in the Republic of San Marino, Via Kennedy 13; share capital 516,460 Euro; shareholders: Rai 50%, E.Ra.S. 50%. • Secemie - Societé Anonyme; registered offices in Lione Ecully (France), 58 Chemin des Mouilles; share capital 3,829,395 Euro; shareholders: Rai 21.65%, minority interests 78.35%. 2) Consolidation principles and translation principles These can be summarised as follows: a) The book values of equity investments in consolidated companies and their net equities have been eliminated against the total recognition of assets, liabilities, costs and revenues of investees (regardless of percentage of ownership) by the global consolidation method, with indication of equity and net profit or loss for the year attributable to minority interests. Any differences were carried under consolidated equity. b) Payables and receivables, expense and income, dividends and other transactions made between and among consolidated companies have been eliminated. c) Financial statements denominated in foreign currency have been translated into Euros by the current exchange method, i.e. applying to individual items of the balance sheet and the income statement the exchange rates in force at 31 December 2004 (Euro/USD: 1.36210; Euro/Canadian Dollar: 1.64160), whereas equity items have been valued on the historical rate; exchange differences in equity items from the prior year have been carried under consolidated equity. d) The basis of presentation of financial statements of consolidated companies is the same for all of these companies and has been made consistent during consolidation. 178 Rai Group Notes to the consolidated financial statements 3) Accounting policies Below is a description of the main accounting policies used, which are in accordance with the going concern assumption and in accordance with the provisions of Articles 2423 et segg. of the Italian Civil Code. The accounting policies used are essentially the same as those applied in the prior years, but include updates made under Legislative Decree No. 6 of 17 January 2003 "Organic reform of joint-stock and cooperative companies, in pursuance of Law No. 366 of 3 October 2001". There are no exceptions requiring departure from the provisions of Articles 2423bis et segg. of the Italian Civil Code. a) Industrial patent and intellectual property rights: Purchase and development costs for programmes have been valued as follows. These costs include external costs directly related to each developed programme and the costs of internal resources used to develop each programme: 1) costs relating to repeat-use TV productions are capitalised as intangible assets. Where these productions are available and usable at year-end, their cost is carried as industrial patent and intellectual property rights, and is amortised on a straight-line basis over their estimated useful lives. If these repeat-use productions are not usable yet at year-end, their cost is carried under intangible assets under development and payments on account. Since it is objectively difficult to identify which factors allow to establish a proper relation between revenues from advertising and TV licence fees and the amortisation of rights, and given that it is not possible to establish how and how many times a programme can be used, the useful lives of repeat-use programmes is estimated as shown below: - three years for TV series or, generally, for all products other than cinema; - five years for free TV rights on cinema products purchased by RAI Cinema, with the exception of products for which full rights are purchased (theatres, television, home video, etc.), whose useful lives is estimated to be seven years. The costs of these programmes are amortised on a straight-line basis. Costs relating to rights under concession for terms shorter than three/five/seven years are amortised over the period of actual use. A provision has been set up to cover programmes with risk of being used, broadcasted or re-broadcasted, also in consideration of expected ratings. 2) The cost of television productions to be used immediately is recognised in the income statement of one year only, which usually is the year when these productions are used. More specifically: - immediate-use programmes developed in-house (light entertainment, documentaries, etc.). Costs are expensed as incurred. 179 Rai Group Notes to the consolidated financial statements - News and all radio programming. Costs are expensed as incurred, usually when they are broadcast. - Sports events. Costs are deferred until the year in which the event takes place. - Immediate-use programmes purchased. Costs are expensed as rights become usable, usually when these programmes are broadcast. b) Software licences, carried under industrial patent and intellectual property rights, are amortised over three years starting from the year they are effective. c) Costs for developing the digital terrestrial network are carried under intangible assets and are amortised on the straight-line basis over the asset’s estimated useful life starting from the date the service is activated. d) Trademarks are amortised over ten years starting from the year they become effective e) Costs benefiting several years are recognised as intangible assets, net of accumulated amortisation. They relate to improvements made to leased or licenced properties. The amortisation charge of the costs of works to upgrade and improve these properties is calculated at the shorter of the residual life of the underlying contracts and the estimated residual useful life of the costs incurred, according to tax rates which capture the wear and tear of these assets. f) Tangible assets, net of accumulated depreciation, are carried at cost, inclusive of personnel costs incurred for their preparation and adjusted upward to reflect statutory revaluations. Ordinary maintenance costs are expensed as incurred. Accumulated depreciation, which decreases the value of non-current assets, represents the sums accrued in the consolidated accounts over the years in consideration of depreciation rates which are consistent over the years. Depreciation rates, which reflect the estimated useful lives of the assets, are shown below: buildings and light constructions 3% - 6% - 10% plant and machinery 12.5% -15.5% - 19% 20% - 25% industrial and commercial equipment 12% - 19% other tangible assets 10% - 12% - 15% - 19% 20% - 25% - 30% - 33% Tangible assets which at year-end are impaired and whose value is lower than the value determined as described above, are stated at such lower value. 180 Rai Group Notes to the consolidated financial statements g) Equity investments in unconsolidated subsidiaries and associated companies are valued on the equity method; equity investments below 20% and interests in consortia are shown at the adjusted cost in case of impairment losses. In the event of investees with negative net equity (deficit), the equity investment is written down in full and an additional amount is accrued to the provisions for liabilities and risks. Adjustments made as a result of impairment losses are reversed if these losses are later retrieved through profits earned by investees. h) Fixed-income securities are shown under financial assets at purchase cost. The (positive or negative) difference between purchase cost and redemption value for the year is recognised as income. i) Current securities are valued at purchase cost, calculated by the average weighted method or market redemption value, whichever is lower. j) Closing inventories of raw materials, supplies and consumables are valued at cost, calculated by the average weighted method as written down to reflect obsolete or slow-moving items. Closing inventories of merchandise for resale are valued at purchase cost, calculated by the average weighted method or market redemption value, whichever is lower. k) Accruals and deferrals are recognised on an accrual basis. l) Capital grants are recognised, net of taxes, in specific equity reserves. m)Pensions and similar liabilities, including the seniority benefits provision, the social security benefits provision and the company supplementary pension fund, are accrued in accordance with collective labour agreements. Rai’s company supplementary pension fund is valued on the basis of actuarial principles. n) The provision for taxes includes potential tax liabilities arising from the settlement of disputed items and deferred taxes calculated on income whose taxation is deferred. Deferred tax assets arising from costs whose taxation is deferred and from taxable losses are recognised as Deferred Tax Assets (4 ter) in Current Assets. For calculation and reporting purposes, it has been considered that the recovery of these losses is reasonably certain in the future. o) Other provisions for liabilities and risks relate to accruals made to cover known losses or liabilities whose existence is certain or probable, but whose amount or date are unknown yet. They are accrued to cover specific liabilities and are quantified based on reasonable estimates of the liabilities incurred. p) Staff severance pay is calculated in accordance with applicable laws and employment contracts. It relates to liabilities accrued to all employees at year-end, net of advances. 181 Rai Group Notes to the consolidated financial statements q) Payables are shown at nominal value; receivables are carried at estimated realisable value, net of the provision for doubtful accounts, calculated according to an analytical assessment of the solvency of the individual debtors. r) Payables and receivables denominated in foreign currencies - with the exception of those secured by hedging contracts - are recognised at the year-end exchange rate. Gains and losses arising from the translation of each payable and receivable at the year-end exchange rate are recognised in the income statement as financial income and expense. Net exchange gains, if any, are taken to a special non-distributable reserve until they are realised. s) Advances relates to advances from clients for goods and services which have not been provided yet. t) Costs and revenues are recognised in the income statement in accordance with the matching principle and the accrual method of accounting. u) Dividends from investees with equity investments below 20% are recognised when received. v) Income taxes for the year are recognised based on an estimate of taxable income in accordance with applicable laws, taking account of items whose taxation is deferred. Taxes due as stated in the income tax return are recognised as tax payables, together with tax liabilities ascertained and not disputed. The tax liability recognised in Group consolidated financial statements includes individual tax liabilities of consolidated companies calculated in accordance with consistent principles, the matching principle, the accrual method and the principle of prudence. Deferred tax assets and liabilities resulting from adjustments to Group net profit have been recognised during consolidation. w) To hedge against interest rate risk and exchange rate risk, derivative contracts have been made to hedge specific transactions. Net amounts to be paid or received on interest rate swaps are recognised in the income statement over the term of the contract as accrued. Interest rate differences accrued and not paid out or received at year-end or received earlier than they are accrued are recognised as "Accrued income and prepaid expenses" or “Accrued expenses and deferred income”. Derivative contracts hedging against exchange rate risk hedge contractual obligations in foreign currency. Where there are contracts which do not fulfil the necessary accounting requirements and cannot be defined as “hedging contracts”, if the market value is significantly lower than the value of this financial instrument, the difference is accrued to a specific provision for risks. x) Receipts and payments are recorded by the transaction date. 182 Rai Group Notes to the consolidated financial statements 4) Balance Sheet Assets Non-current Assets Intangible Assets These amounted to 846.9 million Euro, a net increase of 57.2 million Euro from the prior year, due to the balance between new investments (580 million Euro), amortisation charge for the year (455 million Euro), writedowns and eliminations (67.9 million Euro) and other items increasing the total amount of intangibles (0.1 million Euro). • Start-up, expansion and similar costs. These are nil because the expenses incurred to start up and expand some Group companies have been fully amortised during the year (see Schedule 1). • Industrial patent and intellectual property rights. These, mostly posted by the Parent Company and Rai Cinema, are net of accumulated amortisation, writedowns and increases in value due to infra-group services rendered. They mainly relate to costs of TV and cinema products available for use. As detailed in Schedule 1, the total amount (577 million Euro) reveals a net decrease of 23.4 million Euro from 2003. More precisely, this is the difference between new postings of 486.5 million Euro, writedowns made to reflect the risks that some productions cannot be used, broadcasted and repeated (61.3 million Euro), amortisation charge for the year (446.9 million Euro), disposals and eliminations during the year (1.7 million Euro). • Concessions, licences, trademarks and similar rights. Amounting to 32.7 million Euro, these include costs incurred by Rai to purchase the licence for frequencies of the digital terrestrial network (32.4 million Euro) and the residual costs incurred by other Group companies. • Assets under development and payments on account. Amounting to 225.9 million Euro, these mainly include the cost of programmes (222.9 million Euro) which at year-end were not yet available for broadcasting or to which future rights were attached. These also include: - costs benefiting several years for leased properties (1.2 million Euro). - software and other costs for assets whose useful lives have not begun yet (1.8 million Euro). 183 Rai Group Notes to the consolidated financial statements A breakdown of this item and the decrease from the prior year are provided in Schedule 1. Intangible assets (millions of euros) Schedule 1 31.12.2003 Changes during the year 31.12.2004 Book value Capitalised Reclassified Writedowns 0.4 0.0 0.0 0.0 0.0 -0.4 - 599.8 0.6 600.4 363.0 0.4 363.4 122.7 0.4 123.1 -61.3 0.0 -61.3 -1.7 0.0 -1.7 -446.3 -0.6 -446.9 576.2 0.8 577.0 0.4 35.6 0.0 0.0 0.0 -3.3 32.7 programmes other 174.8 3.1 177.9 175.7 2.7 178.4 -122.7 -2.8 -125.5 0.0 0.0 0.0 -4.9 0.0 -4.9 - 222.9 3.0 225.9 Other intangible assets 10.6 789.7 2.6 580.0 2.5 0.1 0.0 -61.3 0.0 -6.6 -4.4 -455.0 11.3 846.9 Start-up, expansion and similar costs Eliminat. Amortisation Book value Industrial patent and intellectual property rights programmes other Concessions, licences, trademarks and similar rights Assets under development and payments on • Other intangible assets. The amount of 11.3 million Euro, net of accumulated amortisation, mainly relates to costs incurred to upgrade and improve leased properties (9.7 million Euro) and cost of investments in software analyses and programmes (1.5 million Euro). 184 Rai Group Notes to the consolidated financial statements Tangible Assets These include, net of the accumulated depreciation, the costs and related revaluations of tangible long-lived business-operating assets. These amounted to 708.7 million Euro, down by 113 million Euro from 2003. The decrease is the result of new postings (93.1 million Euro, of which 6.2 million Euro relates to the capitalisation of internal development costs), depreciation for the year (167.4 million Euro), disposals and other items (2.2 million Euro), as well as the reduction of the book value of the properties located in Turin, Via Cernaia, and Rome, viale Mazzini, (36.5 million Euro). Given that a special provision had been accrued in prior years to cover structural problems in these properties, and these properties are now available for sale, a part of this provision (36.5 million Euro) was prudently used so as to decrease the carrying value of the properties. An independent expert’s report has been demanded to support this transaction.The expert’s report has confirmed the impairment loss of these properties. A breakdown of this item is provided in Schedule 2. Tangible assets and accumulated depreciation (millions of euros) Schedule 2 31.12.2003 Cost Revaluations Accumulat. depreciation Land and buildings Plant and machinery Industrial and commercial equipment Other tangible assets Assets under construction and payments on account Changes during the year Book Investment Net value and reclass. eliminations 31.12.2004 Ordinary Writedowns depreciation Cost Revaluations Accumulat. depreciation Book value 467.3 1,242.5 635.0 26.5 -664.8 -1,017.3 437.5 251.7 15.5 91.3 -0.4 -0.3 -56.5 -97.6 -36.5 - 444.2 1,327.7 634.2 26.3 -718.8 -1.108.9 359.6 245.1 97.1 150.0 5.0 3.1 -92.2 -120.3 9.9 32.8 2.9 9.4 -0.1 -0.3 -4.3 -9.0 - 98.9 156.4 5.0 3.1 -95.5 -126.6 8.4 32.9 89.8 2,046.7 669.6 -1,894.6 89.8 821.7 -26.0 93.1 -1.1 -2.2 -167.4 -36.5 62.7 2,090.0 668.5 -2,049.8 62.7 708.7 Financial Assets These amounted to 30.0 million Euro and include: • Equity investments in unconsolidated subsidiaries. These include the Equity of SACIS in liquidation (2.0 million Euro). • Equity investments in associated companies. These include unconsolidated companies with interests up 20%; specifically: 185 Rai Group Notes to the consolidated financial statements (millions of euros) Audiradio Auditel San Marino Secemie Gross amount Writedowns Secemie Net amount Ownership % Book value 31.12.03 31.12.04 31.12.03 31.12.04 33.33% 33 % 50 % 25.32% 33.33% 33% 50% 21.65% 0.2 0.2 2.6 0.8 3.8 0.3 0.2 2.7 0.8 4.0 - 0.8 3.0 - 0.3 3.7 Equity investments in associated companies are all included in RAI’s equity investments. • Equity investments in other companies. These amounted to 0.7 million Euro and include: (millions of euros) Finsiel International Multimedia University Istituto Treccani Other Gross amount Writedowns Net amount 31.12.03 31.12.04 0.3 0.1 0.5 .. 0.9 -0.1 0.8 0.3 0.1 0.5 .. 0.9 -0.2 0.7 • Receivables from others. These amounted to 20.1 million Euro (at 31 December 2003: 23.1 million Euro) and mainly include: - tax advance on staff severance pay (17.7 million Euro) paid in accordance with Law 140/97 and inclusive of year-end revaluation. - Guarantee deposits of 2.0 million Euro. - Loans given to employees of 0.4 million Euro. • Other securities. These amounted to 3.5 million Euro (at 31 December 2003: 13.6 million Euro) and include securities given by way of guarantee only. The decrease from the prior year is mostly due to the sale of non-current securities of 10.0 million Euro. 186 Rai Group Notes to the consolidated financial statements Current Assets Inventories Overall, inventories, net of adjustments, rose by 0.2 million Euro from 5.9 million Euro at 31 December 2003 to 6.1 million Euro. Raw materials, supplies and consumables (4.2 million Euro, net of writedowns of 15.4 million Euro) mostly include stock and spare parts to maintain and operate tangible business-operating assets. Contract work in process amounted to 0.8 million Euro, mostly posted by Rai Way in relation to the costs incurred to develop the Isoradio network. Finished goods and merchandise amounted to 1.1 million Euro and mainly include inventories of books, home video distribution and inventories of merchandise acquired in exchange for advertising. Receivables • Customers. These amounted to 567.6 million Euro, net of the provision for doubtful accounts of 73.5 million Euro (at 31 December 2003 they were 580.5 million Euro and 80.4 million Euro respectively). The main items include (nominal value): - 315.7 million Euro from Sipra’s customers for advertising services sold. - 144.7 million Euro for services rendered by RAI to the Government and other public entities under specific agreements. - 63.7 million Euro from Rai Trade’s customers for the sale of rights. • Associated companies. These amounted to 0.1 million Euro, unchanged from the prior year. They include the amounts receivable from San Marino which are posted by the Parent Company. • Tax receivables. These amounted to 37.7 million Euro (nominal value) (at 31 December 2003: 52.3 million Euro) and mainly include receivables posted by the Parent Company (29.4 million Euro), Rai Cinema (7.3 million Euro) and Sipra (0.9 million Euro). • Deferred tax assets. They amounted to 85.9 million Euro (at 31 December 2003: 10.8 million Euro) and include deferred tax assets posted individually by consolidated companies (79.2 million Euro) and deferred tax assets from consolidation adjustments (6.7 million Euro). The main accounts are: - 62.8 million Euro posted by the Parent Company for items whose taxation is deferred (60.4 million Euro) and items transferred by Group companies and 187 Rai Group Notes to the consolidated financial statements included in the tax consolidated accounts; - 10.7 million Euro for prepaid taxes posted by Rai Cinema. • Others. These amounted to 143.9 million Euro (at 31 December 2003: 225.1 million Euro). The main items include (nominal value): - advances on sports event filming rights (101.1 million Euro). - Receivables from personnel (7.4 million Euro), mainly due to advances of travel expenses and advances on production expenses. - Receivables from social security institutions (5.4 million Euro). The provision for doubtful accounts amounted to 2.0 million Euro. These items are broken down by maturity and type in Schedule 3. Receivables and accrued income by maturity and type (millions of euros) Schedule 3 31.12.2003 within one year 31.12.2004 Amounts falling due after 2 to after more 5 years than 5 years Total within one year Amounts falling due after 2 to after more 5 years than 5 years Total Non-current receivables Unconsolidated subsidiaries - - - - - - - - Associated companies - - - - - - - - Parent Companies Others - - - - - - - - 2.3 10.5 10.3 23.1 3.0 12.6 4.5 20.1 2.3 10.5 10.3 23.1 3.0 12.6 4.5 20.1 Current receivables Other financial receivables Unconsolidated subsidiaries - - - - - - - - Associated companies - - - - - - - - Parent Companies Others Trade receivables Customers Unconsolidated subsidiaries Associated companies Parent Companies - - - - - - - - 11.3 - - 11.3 - - - - 11.3 - - 11.3 - - - - 580.4 0.1 - 580.5 567.6 .. - 567.6 - - - - - - - - 0.1 - - 0.1 0.1 - - 0.1 - - - - - - - - Others: - Government and other public entities for subsidies and grants 0.7 - - 0.7 0.5 - - 0.5 581.2 0.1 - 581.3 568.2 - - 568.2 52.3 - - 52.3 37.7 - - 37.7 9.6 1.2 - 10.8 84.6 1.3 - 85.9 213.1 - - 213.1 143.4 - - 143.4 275.0 1.2 - 276.2 265.7 1.3 - 267.0 0.1 - - 0.1 .. - - .. 869.9 11.8 10.3 892.0 836.9 13.9 4.5 855.3 Sundry receivables Tax receivables Deferred tax assets Other receivables Accrued income Total 188 Rai Group Notes to the consolidated financial statements Current financial Assets These amounted to nil. Cash and cash equivalents These amounted to 147.3 million Euro (at 31 December 2003: 117.4 million Euro) and mostly relate to the Parent Company, which manages central treasury services. Accrued income and prepaid expenses These amounted to 19.9 million Euro (at 31 December 2003: 20.8 million Euro) and mostly include prepaid expenses (i) posted by RAI as portions of costs of sports events filming rights common to two or more years which are deferred to future years, (ii) posted by SIPRA as costs incurred to distribute advertising to theatres which do not pertain to the year and are deferred, (iii) and posted by the other Group companies. Liabilities and Equity Equity Equity rose by 82.1 million Euro (from 769.0 million Euro to 851.1 million Euro), mainly due to the net profit for the year (82.2 million Euro). The share capital of RAI, fully paid-up and subscribed, is divided into 242,518,100 ordinary shares with a par value of 1 Euro, owned by the Italian Ministry of Economy and Finance (241,447,000 shares held, amounting to 99.5583% of share capital) and SIAE, Società Italiana Autori Editori (1,071,100 shares held, amounting to 0.4417% of share capital). Equity attributable to minority interests is reported in specific items and mainly relates to Rai Click and, to a lesser extent, to Rai Sat. Changes in individual items from 31 December 2003 are broken down in the schedule on page 205. 189 Rai Group Notes to the consolidated financial statements Provisions for liabilities and risks A breakdown of this item is provided in Schedule 4. Provisions for liabilities and risks (in millions of euros) Schedule 4 31.12.2003 Pensions and similar liabilities: Taxes Other provisions: - litigation Accrued Used directly 159.0 9.2 -11.8 29.0 36.1 -2.2 Transferred to the income statement Reclassified 31.12.2004 -0.4 - 156.0 -23.0 - 39.9 117.7 129.8 15.8 -20.4 -7.5 - - reclamation and renovation of property 63.9 - -0.9 - -36.5 26.5 - social security disputes 31.0 - - - - 31.0 - liabilities on programmes 0.0 21.6 - - -15.8 -5.8 - lease disputes 6.7 1.1 -0.2 - - 7.6 - Education Ministry agreement 4.3 1.3 - - - 5.6 - charges for assets under development/construction 6.0 - - -0.5 - 5.5 - accrued costs 5.1 0.3 .. -0.1 - 5.3 17.6 3.8 -0.9 -2.1 - 18.4 38.1 8.5 -5.1 -15.9 - 25.6 324.1 30.8 -27.5 -41.9 -42.3 243.2 512.1 76.1 -41.5 -65.3 -42.3 439.1 - sundry: . liabilities . risks • Pensions and similar liabilities. These amounted to 156.0 million Euro (at 31 December 2003: 159.0 million) and include the supplementary seniority benefits provision, the social security benefits provision and the company supplementary pension fund. - The provision for supplementary seniority benefits (5.4 million Euro, at 31 December 2003 it was 5.5 million Euro) includes the amounts due to employees hired up until 1978 when the employment is terminated owing to age limits. These amounts are proportionate to the pay in lieu of notice accrued individually at 31 December of each year, revalued according to the consumer price index for households of manual and office workers. In the case of early termination or novation of the employment contract, the sums accrued are paid out. - The provision for social security benefits, amounting to 1.1 million Euro (at 31 December 2003: 1.2 million Euro), includes the sums accrued and withheld until 31 December 1988 and the additions to those sums accrued in subsequent years, in order to maintain the real value of the provision, in accordance with the national collective bargaining agreement, to the employees entitled to it. - The company supplementary pension fund, amounting to 149.5 million Euro (at 31 December 2003: 152.3 million Euro) includes the sums accrued to the retired employees who had chosen the company supplementary pension fund, and the sums to be accrued to working employees who choose the company supplementary fund. • Taxes. It amounted to 39.9 million Euro (at 31 December 2003: 29.0 million Euro) and includes the sums accrued by individual companies, mostly by RAI (31.7 million Euro). 190 Rai Group Notes to the consolidated financial statements • Other provisions. These amounted to 243.2 million Euro (at 31 December 2003: 324.1 million Euro) and include sums set aside to cover liabilities or losses that are certain but whose amount is not known yet, or that are likely but whose amount cannot be reasonably estimated. Other provisions decreased by 80.9 million Euro, as shown in Schedule 4. Regarding ongoing disputes with employees and third parties, the provisions for liabilities and risks reflect the best estimate of probable liabilities based on the latest available information. Staff severance pay This rose by 22.0 million Euro (from 362.8 million Euro at 31 December 2003 to 384.8 million Euro at 31 December 2004) due to payments of 18.5 million Euro, accruals of 47.2 million Euro and other items of 6.7 million Euro. Payables They fell by 105.9 million Euro (from 1,020.7 million Euro to 914.8 million Euro). Schedule 5 provides a breakdown of payables by maturity and type. The following should be noted regarding the most significant items: • Due to banks. These decreased by 60.3 million Euro from 2003, due to the collection of all TV licence fees receivable and the increase in revenue from advertising. They amounted to 16.9 million Euro (at 31 December 2003: 77.2 million Euro) and mainly include payables posted by RAI which are broken down as follows: - short-term payables (13.1 million Euro) relates to the negative balance of some bank accounts held with some credit institutions. - Medium/long-term payables of RAI amounting to 3.5 million Euro and relating to a soft loan to fund the construction of the offices in Cosenza and the extension of the offices in Bari; the loan is mortgaged and secured by special priority liens and bank guarantees. - Medium/long-term payables of Rai Trade amounting to 0.3 million Euro, which mostly relates to loans issued by B.N.L. - Sezione di Credito Cinematografico e Teatrale for national productions. • Due to other lenders. In 2004 this item amounted to nil (6.8 million Euro at 31 December 2003). During the year the residual debt to Cofiri S.p.A. was fully paid off. 191 Rai Group Notes to the consolidated financial statements • Advances. These amounted to 28.4 million Euro (at 31 December 2003: 16.4 million Euro), net of infra-group eliminations and consolidation adjustments, and include advances paid by: - RAI: 14.0 million Euro of parts of excess TV licence fees collected by the Ministry for Economic Affairs and Finance with respect to those due for the year; 1.3 million Euro of advances on the sale of usage rights for programmes; 1,1 million Euro of the advance paid by Dallah Albaraka in connection with a right of pre-emption in the event of sale of the shares in Newco Rai International or in case a business partner is sought to broadcast channel TV Rai International; 0.7 million Euro of sundry advances. - Rai Trade: 5.8 million Euro of advances on sale contracts. - Rai Way: 0.8 million Euro relating to advances from the Ministry of Productive Activities in connection with subsidized loans under Law 488/92. - Sipra: 3.1 million Euro of advertising services already invoiced but not rendered yet. - Rai Cinema: 0.3 million Euro of sums for contracts for the licence of usage rights for programmes with effective date later than year-end. - Rai Corporation: 1.3 million Euro relating to the advance received as partial repayment of the expenses incurred for the upgrading and improvement works to the new offices. • Suppliers. These amounted to 672.8 million Euro. They decreased by 49.2 million Euro from 31 December 2003. • Unconsolidated subsidiaries. They amounted to 5.6 million Euro (at 31 December 2003: 5.7 million Euro) and relate to the transactions made by the Parent Company with SACIS, mostly associated with the balance of the current account. • Associated companies. They amounted to 2.5 million Euro (at 31 December 2003. 3,0 million Euro) and relate to the transactions made by the Parent Company with San Marino RTV (0.9 million Euro) due to the balance of the current account. • Tax liabilities. Amounting to 42.4 million Euro (at 31 December 2003: 41.2 million Euro), these mainly relate to amounts withheld to employees and self-employed workers, and direct taxes for the year, net of advances paid. • Social security institutions. Amounting to 44.8 million Euro (at 31 December 2003: 42.2 million Euro), these relate to employees’ and self-employed workers’ contributions due to social security institutions within the statutory deadlines. • Other payables. They amounted to 101.4 million Euro (at 31 December 2003: 106.2 million Euro) and include amounts due to employees (67.1 million Euro) and amounts due to sundry entities and companies (34.3 million Euro). 192 Rai Group Notes to the consolidated financial statements Payables and accrued expenses by maturity and type (millions of euros) Schedule 5 31.12.2003 within one year Medium/long-term payables Bonds Convertible bonds Shareholders’ loans Due to banks Due to other lenders Suppliers Bills payable Unconsolidated subsidiaries Associated companies Parent companies Tax payables Social security institutions Other payables Short-term payables Shareholders’loans Other financial payables Due to banks Due to other lenders Suppliers Bills payable Unconsolidated subsidiaries Associated companies Parent companies Other payables: - unpaid share capital subscriptions Trade payables Advances Suppliers Bills payable Unconsolidated subsidiaries Associated companies Parent companies Sundry payables Tax liabilities Social security institutions Other payables: - concession fee - sundry Total payables Accrued expenses Total 31.12.2004 Amounts falling due after 2 to after more 5 years than 5 years 73.0 6.8 79.8 3.8 3.8 - Amounts falling due after 2 to after more 5 years than 5 years Total within one year 76.8 6.8 83.6 2.6 2.6 1.3 1.3 - Total 3.9 3.9 - - - - - - - - 0.4 3.9 5.7 1.4 - - - 0.4 3.9 5.7 1.4 - 13.0 0.2 5.6 0.9 - - - 13.0 0.2 5.6 0.9 - 11.4 - - 11.4 19.7 - - 19.7 16.4 718.1 .. 1.6 736.1 .. - - 16.4 718.1 .. 1.6 736.1 27.2 667.3 .. 1.6 696.1 0.2 5.3 5.5 1.0 1.0 28.4 672.6 .. 1.6 702.6 41.2 42.2 - - 41.2 42.2 42.4 44.8 - 42.4 44.8 106.0 189.4 0.2 0.2 - 106.2 189.6 101.3 188.5 0.1 0.1 - 101.4 188.6 1,016.7 4.0 - 1,020.7 906.9 6.9 1.0 914.8 .. - - .. .. - - .. 1,016.7 4.0 - 1,020.7 906.9 6.9 1.0 914.8 193 Rai Group Notes to the consolidated financial statements Accrued expenses and deferred income These mainly include deferred income of 4.2 million Euro (at 31 December 2003: 2.2 million Euro). 5) Memorandum accounts These amounted to 501.2 million Euro (at 31 December 2003: 587.7 million Euro) and are broken down as shown in the Income Statement. To that regard, there are contracts hedging exchange rate and interest rate risks in connection with specific commitments. Foreign exchange transactions serve the purpose of hedging US Dollar purchases of sport and theatre contracts expiring in the years 2005-2008, and relate to a total notional amount (at 31 December 2004) of USD132.6 million, which allows the forward sale of US Dollars at an average USD/Euro exchange rate of approximately 1.22. Transactions hedging interest and exchange rate risks for the years 2004-2008 amounting to 30.0 million Euro on short-term lines, with rates ranging between 2.6% and 4.7%, have been prudently valued and recognised in a specific provision for risks. At 31 December 2003 there are no significant commitments to purchase or sell goods and services other than those undertaken in the ordinary course of business and which, if known, would give a better valuation of the financial situation of the company. 6) Income Statement Value of production • Revenues from sales and services. These amounted to 2,991.9 million Euro, up 181.8 million Euro from 31 December 2003, and mainly include: - Revenues from TV licence fees (1,473.8 million Euro). - Revenues from advertising, gross (1,218.6 million Euro). - Revenues from special services under agreements with the Government (82.9 million Euro). - Revenues from sale of viewing rights, music events and theme channel offerings (51.8 million Euro). - Revenues from the sale of satellite channels to SKY (47.6 million Euro). 194 Rai Group Notes to the consolidated financial statements - Revenues from theatre and home video distribution (26.3 million Euro). - Revenues from the hosting of systems and equipment (23.0 million Euro). - Revenues from signal broadcasting, lease of circuits, radio links and connections (10.7 million Euro). • Changes in inventories of work in progress, semifinished and finished goods. These amounted to 0.3 million Euro and relate to the decrease in inventories of videotapes and DVD for sale of Rai Cinema. • Changes in contract work in process. The amount is irrelevant. • Capitalisation of internal development/construction costs. This amounted to 10.4 million Euro and relates to the capitalisation of internal costs for the construction of plant (6.2 million Euro) and the development of programmes (4.2 million Euro). • Other revenues and income. They amounted to 120.1 million Euro and break down as follows: - Operating grants: they amounted to 3.6 million Euro and relate to: - 1.6 million Euro of operating grants given to Rai Cinema by the Ministry of Cultural Heritage under Law 1213 of 4 November 1965 - 1.0 million Euro, attributable to Rai Way, of grants given under Law 488/92. - 1.0 million Euro of grants given by the European Community posted by RAI (0.7 million Euro) and 01 Distribution (0.3 million Euro). - Gains on disposal of assets: these amounted to 3.1 million Euro and relate to the sale of intangible assets (1.4 million Euro) and tangible assets (1.7 million Euro). - Sundry revenues and income: they amounted to 113.4 million Euro and relate to expenses recovered (22.4 million Euro), out-of-period gains (42.3 million Euro), the inclusion of prior years’ provisions (45.3 million Euro), and income from real estate investments and other items (3.4 million Euro). 195 Rai Group Notes to the consolidated financial statements Production costs They amounted to 3,033.2 million Euro, up 275.7 million Euro from the prior year, and break down as follows. • Cost of raw materials, supplies, consumables and merchandise. These amounted to 30.3 million Euro and include, net of discounts and rebates, purchases of operating materials (18.4 million Euro), technical materials (6.9 million Euro) and production materials (5.0 million Euro). • Cost of services. These amounted to 735.5 million Euro (665.2 million at 31 December 2003) and are broken down as follows: - Freelance work (140.2 million Euro). - Services for purchase and production of programmes (232.1 million Euro). - Travel, transfer and related allowances to employees (51.4 million Euro). - Maintenance, repairs and transport (49.9 million Euro). - Data processing and information and documentation services (54.7 million Euro). - General services including promotion, advertising and publicity, consulting services, third party shares of sales, supply services, postage, insurance, security and prevention (207.2 million Euro). These also include fees and reimbursement of expenses paid by the Parent Company to directors (1.1 million Euro) and statutory auditors (0.3 million Euro). Three statutory auditors of the Parent Company were statutory auditors of other subsidiaries for a few months, receiving compensation deemed not significant. • Rent, leasing and similar costs. They amounted to 557.9 million Euro (432.3 million Euro at 31 December 2003) and include: - rent expenses and hiring costs (124.2 million Euro); - usage rights (107.5 million Euro). - sports event filming rights (128.6 million Euro); - other filming rights (189.5 million Euro); - other rights (8.1 million Euro). • Personnel costs. These amounted to 922.2 million Euro (at 31 December 2003: 888.2 million Euro) and include early retirement benefits 0.7 million Euro (at 31 December 2003: 1.0 million Euro). Average employees on permanent and fixed-term contract, including trainees, amounted to 13,249 people, an increase of 92 employees from 31 December 2003. Schedule 6 provides a break-down of average employees by category and company. 196 Rai Group Notes to the consolidated financial statements Average workforce (employees) Schedule 6 permanent contract By Company RAI HOLDING 2003 fixed-term contract Total permanent contract 2004 fixed-term contract Total 3 0 3 0 0 0 9,922 1,668 11,590 9,995 1,672 11,667 64 0 64 63 1 64 2 0 2 1 0 1 Rai Corporation 45 0 45 46 0 46 RaiNet 60 14 74 60 15 75 RaiSat 61 42 103 68 46 114 RAI Rai Cinema Rai Click Rai Trade 86 4 90 86 5 91 Rai Way 726 5 731 718 13 731 01 Distribution Sipra By category Senior management Journalists 12 6 18 19 2 21 425 12 437 424 15 439 11,406 1,751 13,157 11,480 1,769 13,249 366 0 366 362 0 362 1,668 314 1,982 1,676 315 1,991 Junior management 1,280 0 1,280 1,321 0 1,321 Office staff 6,797 1,277 8,074 6,838 1,308 8,146 Workers 1,148 138 1,286 1,136 134 1,270 133 21 154 134 12 146 14 1 15 13 0 13 11,406 1,751 13,157 11,480 1,769 13,249 Musical directors and choir staff Medical staff of which trainees 101 61 • Amortisation, depreciation and writedowns. These amounted to 681.5 million Euro (at 31 December 2003: 615.3 million Euro) and relate to amortisation (455.0 million Euro) and depreciation (167.4 million Euro) as shown in Schedules 1 and 2. These also include programmes written down (55.5 million Euro) to reflect the risks that some production cannot be used, broadcasted and repeated. • Changes in inventories of raw materials, supplies, consumables and merchandise. These amounted to 0.2 million Euro and relate to the decrease in the value of net inventories posted among current assets at 31 December 2004 compared with 31 December 2003. • Provisions for risks. These amounted to 7.5 million Euro (at 31 December 2003: 7.4 million Euro) and mainly include provisions accrued by the Parent Company (6.0 million Euro), Sipra (0.5 million Euro), Rai Sat (0.5 million Euro), Rai Way (0.3 million Euro) and, to a lesser extent, other Group companies. • Other provisions. These amounted to 10.8 million Euro (at 31 December 2003: 26.9 million Euro) and mainly include provisions accrued by RAI (8.9 million Euro), Rai Way (1.8 million Euro) and Sipra (0,1 million Euro). • Sundry operating costs. These amounted to 87.3 million Euro (at 31 December 2003: 88.5 million Euro). They are broken down as shown in Schedule 7 and mostly consist of costs posted by the Parent Company (76.0 million Euro). 197 Rai Group Notes to the consolidated financial statements Sundry operating costs (millions of euros) Schedule 7 Reporting period 01.01-31.12.03 Reporting period 01.01-31.12.04 - tangible assets - intangible assets 3.5 .. 1.7 0.4 Losses on current receivables 1.1 0.7 25.7 27.2 4.0 8.5 11.1 17.7 16.9 88.5 4.1 9.0 12.9 8.5 22. 87.3 Losses on disposal of assets: Concession fee Other costs: - ICI (local property tax) - other indirect taxes and duties - prior-year charges - former employees pension fund - sundry Financial income and expense These are broken down as shown in the Income Statement. More specifically: - Income from equity investments (0.2 million Euro, at 31 December 2003 it was 2.0 million Euro) relate to the valuation on the equity method of equity investments in associated companies. - Other financial income (5.3 million Euro, it was 9.3 million Euro at 31 December 2003) is broken down as shown in Schedule 8; - Interest and other financial expense (6.0 million Euro, it was 15.2 million Euro at 31 December 2003) is broken down as shown in Schedule 9. - Exchange gains and losses amounted to 7.0 million Euro (9.2 million Euro at 31 December 2003). Other financial income (millions of euros) Schedule 8 Reporting period 01.01-31.12.03 Reporting period 01.01-31.12.04 Non-current receivables 0.7 0.5 Non-current securities other than equity investments 0.1 0.5 Current securities other than equity investments 0.1 - Income other than the above: - interest and commission income from unconsolidated subsidiaries 198 .. - - interest income from amounts due from banks 1.4 2.1 - interest income from amounts due from customers 5.2 0.7 - sundry 1.8 1.5 9.3 5.3 Rai Group Notes to the consolidated financial statements Interest and other financial expense (millions of euros) Schedule 9 Reporting period 01.01-31.12.03 Interest and commission expense to unconsolidated subsidiaries Reporting period 01.01-31.12.04 .. - Interest and commission expense to associated companies 0.1 .. Interest expense on amounts due to banks: - short-term 3.7 0.8 0.9 1.8 0.3 0.1 - medium/long-term Interest and commission expense to others and sundry expense: - interest expense to amounts due to suppliers - interest expense on amounts due to other lenders 3.8 0.2 - accrued to the provision for doubtful accounts over due interest 4.0 0.0 - interest expense, premiums and amounts accrued to the provision for interest rate hedging transactions 1.3 2.4 - other expense 1.1 0.7 15.2 6.0 Value adjustments to financial assets Revaluations. They amounted to 1.2 million Euro and relate to the recovery of prior years’ losses of associated companies posted by the Parent Company. Writedowns. These amounted to 0.2 million Euro and mainly relate to equity investments in unconsolidated companies and consortia. Extraordinary income and expense These amounted to 2.1 million Euro and mainly relate to: - Prior-year income from an excess provision for prior years’ taxes (2.2 million Euro). - Recovery of VAT on bankruptcy procedures for customers of Sipra (1.0 million Euro). - Prior-years taxes (0.8 million Euro). - Participation in regularisation scheme of Rai Trade (0.8 million Euro). Income taxes for the year These amounted to 2.9 million Euro and include the direct taxes for the year posted by each single company and the theoretical taxes arising from consolidation adjustments. They are broken down as follows: Direct taxes Deferred tax assets Deferred liabilities Total Posted by individual Companies Consolidation adjustments Total 65.4 -73.3 34.7 26.8 -0.1 -23.8 -23.9 65.4 -73.4 10.9 2.9 199 Rai Group Notes to the consolidated financial statements 7) Net profit /loss for the year The net profit for the year amounted to 82.2 million Euro and include net profit of 82.4 million Euro attributable to the Group and a net loss of 0.2 million Euro attributable to minority interests. 8) Reconciliation between RAI and consolidated financial statements at 31 December 2004 and 31 December 2003 Below is a break down of the reconciliation between Parent Company and consolidated net profit/loss for the year and equity, including the share of minority interests: Reconciliation between RAI and consolidated financial statements (millions of euros) Net profit (loss) Rai financial statements 2004 2003 2004 2003 113.0 24.5 760.0 647.1 Elimination of the value of equity investments against Net Equities and profits against dividends distributed 7.8 49.1 119.6 111.8 Adjustment of value of associated companies to the Equity method 0.1 0.1 4.7 4.6 -61.2 15.0 - 61.2 Elimination of ‘tax distortions’ Deferred/tax assets and liabilities 23.9 -5.7 6.7 -17.2 Other consolidation adjustments -1.4 -1.1 -39.9 -38.5 82.2 81.9 851.1 769.0 Consolidated financial statements 200 Equity Rai Group Supplemental Schedules 201 Rai Group Supplemental Schedules Analysis of consolidated balance sheet (millions of euros) A. NON-CURRENT ASSETS, NET Intangible assets Tangible assets Financial assets B. WORKING CAPITAL Inventories Trade receivables Other assets Trade payables Provisions for liabilities and risks Other liabilities C. CAPITAL EMPLOYED less current liabilities 31.12.2003 846.9 708.7 30.0 1,585.6 768.0 821.7 42.5 1,632.2 6.1 568.3 286.8 (702.7 ) (439.1 ) (192.8 ) (473.4) (A+B) D. STAFF SEVERANCE PAY E. CAPITAL EMPLOYED less current liabilities and staff severance pay 31.12.2004 (C-D) 5.9 581.3 297.0 (736.1) (490.4) (191.8) (534.1) 1,112.2 1,098.1 384.8 362.8 727.4 735.3 848.1 3.0 851.1 762.3 6.7 769.0 3.9 83.6 financed by: F. EQUITY Parent Company Minority interests G. MEDIUM/LONG-TERM DEBT H. NET SHORT-TERM DEBT (NET LIQUIDITY) . short-term debt . cash and short-term financial credit I. TOTAL, AS IN E 202 (G+H) (F+G+H) 19.7 (147.3 ) (127.6) (123.7) 727.4 11.4 (128.7) (117.3) (33.7) 735.3 Rai Group Supplemental Schedules Analysis of consolidated income statement (millions of euros) 31.12.2004 31.12.2003 A. REVENUES Changes in inventories of work in progress, semifinished and finished goods Capitalisation of internal development/construction costs 3,021.3 0.3 10.4 2,841.2 0.1 10.8 B. VALUE OF NORMAL PRODUCTION Cost of raw materials and external services 3,032.0 (1,351.0 ) 2,852.1 (1,156.9) C. VALUE ADDED Personnel costs 1,681.0 (922.2 ) 1,695.2 (888.2) 758.8 807.0 (430.4 ) (176.1 ) (3.7 ) (18.3 ) (40.8 ) (407.0) (173.9) (9.4) (31.9) (5.8) 89.5 179.0 D. GROSS OPERATING MARGIN Amortisation of programmes Depreciation Other adjustments Accruals to provisions for liabilities and risks Net sundry income and expense E. OPERATING PROFIT /(LOSS) Financial income and expense Value adjustments to financial assets F. PROFIT/(LOSS) BEFORE EXTRAORDINARY ITEMS AND TAXES Extraordinary income and expense G. PROFIT /(LOSS) BEFORE TAXES Income taxes for the year H. NET PROFIT/(LOSS) FOR THE YEAR of which: - Parent Company - Minority interests (7.5 ) 1.0 (13.1) (1.7) 83.0 164.2 2.1 14.2 85.1 178.4 (2.9 ) (96.5) 82.2 81.9 82.4 (0.2 ) 82.3 (0.4) 203 Rai Group Supplemental Schedules Cash flow statement (millions of euros) A. OPENING NET LIQUIDITY (OPENING NET SHORT-TERM DEBT) B. CASH FLOW FROM/(FOR) OPERATING ACTIVITIES Net profit (loss) for the year Amortisation and depreciation (Gains) losses on disposal of assets (Revaluations) writedowns of non-current assets Change in working capital Net change in staff severance pay C. CASH FLOW FROM/(FOR) INVESTING ACTIVITIES Investments in non-current assets: . intangible assets . tangible assets . financial assets Sale proceeds, or reimbursement of non-current assets Other changes D. CASH FLOW FROM/(FOR) FINANCING ACTIVITIES New financing Shareholder grants Capital grants Loan repayments Equity repayments E. ALLOCATION OF PROFITS F. CASH FLOW FOR THE YEAR G. CLOSING NET LIQUIDITY (CLOSING SHORT-TERM DEBT) 204 31.12.2004 31.12.2003 117.3 28.2 82.2 606.5 (1.4 ) 76.3 (44.2 ) 22.0 741.4 81.9 580.9 2.7 24.0 90.9 26.0 806.4 (580.0 ) (93.1 ) (1.9 ) 23.7 (0.1 ) (651.4) (535.4) (100.2) (12.2) 10.8 (0.5) (637.5) 0.1 0.0 0.0 (79.7 ) 0.0 (79.6) 0.6 0.0 0.0 (80.3) 0.0 (79.7) (0.1) (0.1) (B+C+D+E) 10.3 89.1 (A+F) 127.6 117.3 Rai Group Supplemental Schedules Changes in consolidated equity (years 2003-2004) (millions of euros) Balance Amount Dividends Translation Movement Net profit Balance 31.12.2003 transferred paid differences after (loss) 31.12.2004 out merger for the year Equity: Group: Share capital Legal reserve Retained earnings/(losses carried forward) Capital grants provision Capital grants reserve Goodwill on merger Other reserves Net profit (loss) for the year 241.5 0.5 9.7 0.0 0.0 0.0 428.3 82.3 82.5 -82.3 Total Group equity 762.3 0.0 7.1 -0.5 -0.4 0.5 -0.1 6.7 0.0 -0.1 0.0 769.0 0.0 -0.1 0.0 Minority interests: Capital and reserves attributable to minority interests Net profit/(loss) attributable to minority interests Total minority interests equity Total Equity 1.0 82.4 242.5 0.5 9.5 1.3 9.4 383.9 118.6 82.4 82.4 848.1 -0.2 1.3 9.4 383.9 -392.2 0.0 0.0 3.4 -3.4 3.2 -0.2 -0.2 -3.4 -0.2 3.0 0.0 82.2 851.1 205 Rai Group Report of the Board of Statutory Auditors 207 Rai Group Report of the Board of Statutory Auditors Report of the Board of Statutory Auditors on the consolidated financial statements Dear Shareholders, the consolidated financial statements of the RAI Group at 31 December 2004 – which are available for disclosure to you – have been prepared in millions of euros and include the Consolidated Balance Sheet, the Consolidated Income Statement and the Notes. They are also accompanied by a Directors’ Report on Operations. Below are the key figures of the Consolidated Balance Sheet: (in millions of euros) ASSETS Non-current assets 1,585.6 Current assets 988.6 Accrued income and prepaid expenses 19.9 2,594.1 LIABILITIES AND EQUITY Equity 851.1 Provisions for liabilities and risks 439.1 Staff severance pay 384.8 Payables 914.8 Accrued expenses and deferred income 4.3 2,594.1 MEMORANDUM ACCOUNTS Guarantees given: unsecured secured Purchase and sale commitments Other memorandum accounts 78.2 54.1 78.1 290.8 501.2 The main figures of the Consolidated Income Statement are provided below: (in millions of euros) 208 Value of production 3,122.7 Production costs 3,033.2 Operating profit/(loss) 89.5 Financial income and expense -7.5 Value adjustments to financial assets 1.- Extraordinary income and expense 2.1 Income taxes -2.9 Net profit/(loss) for the year 82.2 Rai Group Report of the Board of Statutory Auditors The Consolidated Balance Sheet and the Consolidated Income Statement summarised above are compared with the key figures taken from the consolidated financial statements 2003 of RAI Holding adjusted to reflect the effects of the change in the consolidation principle applied to San Marino RTV, as is described below. The Notes disclose the scope of consolidation and the consolidation principles applied. Some schedules provide the additional information required to be given under Article 38 of Legislative Decree no. 127/1991. As regards the scope of consolidation, San Marino TV (equity: 5,390 thousand Euro), a 50% investee, was consolidated by the equity method, unlike it was consolidated until 2003 (full consolidation method). The change in the consolidation method does not affect the consolidated net profit or loss for the year or the equity attributable to it. As regards the Report on Operations, given the considerable “weight” of the Parent Company over the consolidated companies taken as a whole, the Directors’ Report on the Parent Company’s operations also specifically covers Group operations. As earlier mentioned, the Report on Operations describe the overall condition of consolidated companies and the overall performance broken down by sector. The Report on Operations also contains disclosures on R&D activities, post-balance-sheet events and business outlook. Other schedules helping in understanding the consolidated financial statements are the analysis of consolidated balance sheet, analysis of consolidated income statement and the cash flow statement. As far as the Board of Statutory Auditors is concerned, also based on contacts with independent auditors “PricewaterhouseCoopers S.p.A.”, we state that all the three parts of the financial statements at issue have been prepared in accordance with the provisions of the Italian Civil Code; they match with the Holding Company’s accounting records and the information forwarded by other consolidated companies. From the accounting standpoint: • there are no “exceptional cases” requiring the application of departures as permitted by Article 29 (paragraph four) of Legislative Decree no. 127/1991; • assets and liabilities have been valued on a like-for-like basis, applying accounting policies that are substantially unchanged from those adopted in the prior year and updated to reflect the provisions of Legislative Decree No. 6/2003 (Italian Corporate Law Reform); • deferred tax assets have been recognised for achieving tax benefits in future years on provisions accrued in prior years and added back; • deferred tax liabilities have been recognised because of the recognition of anticipated amortisation and depreciation in the income tax return. As regards the effects of the resolution of the Italian Communications Regulatory Authority, reference should be made to our report on the statutory financial statements. 209 Rai Group Report of the Board of Statutory Auditors All in all, in light of the foregoing, we believe that the consolidated financial statements of the RAI Group at 31 December 2004 and the accompanying Report on Operations have been prepared in accordance with the requirements of Legislative Decree no. 127/1991. THE BOARD OF STATUTORY AUDITORS Mr Carlo Cesare GATTO Prof Paolo GERMANI Prof Salvatore RANDAZZO Rome, 12 April 2005 210 Rai Group Report of the independent Auditors Report of the independent Auditors 211 Rai Group Schedules Financial Statements of subsidiaries Contents Rai Cinema S.p.A. 215 01 Distribution S.r.l. 219 Rai Click S.p.A. 223 Rai Corporation S.p.A. - Italian Radio TV System 227 Rai Corporation Canada - Italian Radio TV System 231 NewCo Rai International S.p.A. 235 RaiNet S.p.A. 239 RaiSat S.p.A. 243 Rai Trade S.p.A. 247 Rai Way S.p.A. 251 Sipra S.p.A. - Societ Italiana Pubblicit per Azioni 255 Sacis S.p.A. - Commerciale Iniziative Spettacolo (in liquidation) 259 213 Rai Group Schedules - Financial Statements of subsidiaries Rai Cinema S.p.A. Name: Rai Cinema S.p.A. Date of incorporation: 1 December 1999 Purpose: The company’s purpose is the purchase, in Italy and abroad, of usage rights on audiovisual, cinema TV and multimedia products, depending on the production requirements of RAI and its associated companies; the provision to RAI and its associated companies of the above said rights and the organisation, administration and management of rights according to RAI’s information, research and broadcasting requirements; distribution, marketing and sale of rights in Italy and abroad; the production of audiovisual works for the cinema, TV and video communication markets; the construction, organisation and management of distribution circuits, cinemas and multiplex cinemas. Share capital: 200,000,000.40 Euro 38,759,690 shares with a par value of 5.16 Euro each Rai 99.997678 %; Rai Trade 0.002322% Ownership: Employees: 01 Distribution S.r.l. 100% 62 on permanent contract 1 on fixed-term contract Board of Directors: Chairman: Vice Chairman: Managing Director: General Manager: Directors: Board of Statutory Auditors: Chairman: Permanent Statutory Auditors: Alternate Statutory Auditors: Franco Scaglia Roberto De Anna Giancarlo Leone Carlo Macchitella Fabio Belli Claudio Cappon Alessio Gorla Guido Paglia Marco Tani Giuseppe De Rosa Giuseppe Maria Liberto Lanfranco Duò Fabio Piccoli Financial Statements 2004 Approved by the Shareholders in the Meeting of 31 March 2005 215 Rai Group Schedules - Financial Statements of subsidiaries Rai Cinema S.p.A. Balance Sheet - Assets A) SUBSCRIBED CAPITAL UNPAID B) NON-CURRENT ASSETS I. INTANGIBLE ASSETS 1.- Start-up, expansion and similar costs 3.- Industrial patent and intellectual property rights 6.- Assets under development and payments on account 7.- Other intangible assets TOTAL INTANGIBLE ASSETS II. TANGIBLE ASSETS 2.- Plant and machinery 4.- Other tangible assets TOTAL TANGIBLE ASSETS III. FINANCIAL ASSETS 1.- Equity investments in a) subsidiaries 2.- Receivables d) others amounts falling due after one year TOTAL FINANCIAL ASSETS TOTAL NON-CURRENT ASSETS C) CURRENT ASSETS I. INVENTORIES 4.- Finished goods and merchandise a) finished goods TOTAL INVENTORIES II. CURRENT RECEIVABLES 1.- Customers 2.- Subsidiaries 4.- Parent Company 4.bis - Tax receivables 4.ter - Deferred tax assets 5.- Others TOTAL CURRENT RECEIVABLES III. CURRENT FINANCIAL ASSETS IV. CASH AND CASH EQUIVALENTS TOTAL CURRENT ASSETS D) ACCRUED INCOME AND PREPAID EXPENSES b) accrued income and other prepaid expenses TOTAL ASSETS 216 (Euro) 31.12.2004 31.12.2003 - - 422,018,742 120,410,046 872,717 543,301,505 2,066 406,850,457 84,482,899 674,886 492,010,308 17,301 239,965 257,266 22,387 261,803 284,189 516,456 516,456 516,456 516,456 280,148 280,148 796,604 544,355,375 283,314 280,314 799,770 493,094,267 625,298 625,298 275,990 275,990 4,514,283 16,608,704 4,736,913 7,344,654 10,671,829 1,053,276 44,929,659 5,934,348 14,513,657 11,935,813 9,633,635 1,653,578 1,340,826 45,011,857 - - 45,554,957 45,287,847 1,974,109 1,974,109 591,884,441 859,952 859,952 539,242,065 Rai Group Schedules - Financial Statements of subsidiaries Rai Cinema S.p.A. Balance Sheet - Liabilities and Equity (Euro) 31.12.2004 31.12.2003 200,000,000 3,282,571 2 6,524,913 31,777,438 241,584,924 116,100,000 919,556 6,177,633 47,260,295 170,457,484 B) PROVISIONS FOR LIABILITIES AND RISKS 1.- pensions and similar liabilities 2.- current and deferred taxes 3.- other provisions TOTAL PROVISIONS FOR LIABILITIES AND RISKS 521,928 6,778 917,656 1,446,362 879,132 4,435,782 5,314,914 C) STAFF SEVERANCE PAY 1,498,798 1,394,155 D) PAYABLES 6.- Suppliers 7.- Advances 9.- Subsidiaries 11.- Parent Company 12.- Tax payables 13.- Social security 14.- Other payables TOTAL PAYABLES 356,475 115,793,409 14,060,281 215,018,630 1,263,530 255,408 549,726 347,297,459 469,162 134,541,337 9,933,544 212,381,143 1,775,749 238,303 428,664 359,767,902 E) ACCRUED EXPENSES AND DEFERRED INCOME b) accrued expenses and deferred income TOTAL ACCRUED EXPENSES AND DEFERRED INCOME TOTAL LIABILITIES AND EQUITY 56,898 56,898 591,884,441 2,307,610 2,307,610 539,242,065 A) EQUITY I. SHARE CAPITAL IV. LEGAL RESERVE VII. OTHER RESERVES VIII.RETAINED EARNINGS (LOSSES CARRIED FORWARD) IX. NET PROFIT (LOSS) FOR THE YEAR TOTAL EQUITY Memorandum accounts 4.- Other memorandum accounts Secured guarantees received . Securities on deposit Unsecured guarantees received . Bank guarantees Assets held at third party’s on a free-on-loan basis or deposited . Lease or similar . Other TOTAL MEMORANDUM ACCOUNTS (Euro) 31.12.2004 31.12.2003 1,008,000 1,059,645 51,764,582 48,089,379 635,408 25,823 53,433,813 289,264 49,438,288 217 Rai Group Schedules - Financial Statements of subsidiaries Rai Cinema S.p.A. Income Statement (Euro) 31.12.2004 A) VALUE OF PRODUCTION 1.- Revenues from sales and services 2.- Changes in inventories of work in progress, semifinished and finished goods 5.- Other revenues and income a) operating grants b) gains on disposal of assets c) sundry revenues and income TOTAL VALUE OF PRODUCTION B) PRODUCTION COSTS 6.- Cost of raw materials, supplies and consumables 7.- Cost of services 8.- Rent, leasing and similar costs 9.- Personnel costs a) salaries and wages b) social security c) staff severance pay d) pensions and similar liabilities e) other costs 10.- Amortisation, depreciation and writedowns a) amortisation b) depreciation c) other writedowns d) writedowns of current receivables and cash and cash equivalents 12.- Provisions for risks 14.- Sundry operating costs a) losses on disposal of assets c) other TOTAL PRODUCTION COSTS Operating profit/(loss) C) FINANCIAL INCOME AND EXPENSE 16.- Other financial income a) non-current receivables . sundry d) income other than the above . interest and commission income from others and sundry income 17.- Interest and other financial expense c) interest and commission expense to Parent Company d) interest and commission expense to others and sundry expense 17 bis.-Exchange gains and losses TOTAL FINANCIAL INCOME AND EXPENSE D) VALUE ADJUSTMENTS TO FINANCIAL ASSETS E) EXTRAORDINARY INCOME AND EXPENSE 20.- Extraordinary income c) sundry 21.- Extraordinary expense b) prior-years taxes c) sundry – rounding-offs TOTAL EXTRAORDINARY INCOME AND EXPENSE Profit (loss) before taxes 22.- Income taxes for the year: current, deferred tax and liabilities 23.- Net profit (loss) for the year 218 31.12.2003 289,702,726 349,308 307,258,212 185,750 1,606,255 1,383,787 5,503,615 8,493,657 298,545,691 665,780 3,142,676 3,808,456 311,252,418 (1,514,073) (28,966,107) (1,216,779) (1,321,786) (24,456,851) (1,259,307) (3,385,550) (993,119) (245,947) (98,239) (27,985) (4,750,840) (3,237,642) (942,892) (239,109) (754,486) (21,941) (5,196,070) (210,150,017) (66,649) (16,084,689) (379,048) (226,680,403) (182,396,509) (63,096) (310,478) (182,770,083) (155,520) (2,705,835) (390,039) (1,130,605) (1,520,644) (264,804,366) (1,621,288) (1,621,288) (219,331,220) 33,741,325 91,921,198 6,761 6,761 7,437 7,437 78,849 78,849 15,261 15,261 (4,706,281) (35,219) (4,741,500) (4,473,286) (9,129,176) (5,894,871) (100,306) (5,995,177) (5,724,308) (11,696,787) - - 22,954 22,954 - (19,541) (97) (19,638) 3,316 24,615,465 7,161,973 31,777,438 (3,692) (2) (3,694) (3,694) 80,220,717 (32,960,422) 47,260,295 Rai Group Schedules - Financial Statements of subsidiaries 01 Distribution S.r.l. Name: 01 Distribution S.r.l. Date of incorporation: 27 June 2001 Purpose: The company’s purpose is the purchase and the distribution in cinemas and “home video” in Italy of TV and/or cinema movies and/or advertising films; the exploitation of any rights arising out of TV and/or cinema and/or advertising productions in which the company has an interest and/or operating role; the purchase and exploitation of licensing, merchandising and music rights. Share capital: 516,456.00 Euro Rai Cinema S.p.A. 100% Employees: 25 on permanent contract 3 on fixed-term contract Board of Directors: Chairman: Managing Director: General Manager: Directors: Secretary: Board of Statutory Auditors: Chairman: Permanent Statutory Auditors: Alternate Statutory Auditors: Carlo Macchitella (none) Filippo Roviglioni Adriano Coni Filippo Roviglioni (none) Ruggiero Panico Cafari Antonio Falsetti (retired on 19 April 2004) (substitute from 19 April 2004) Marco Buttarelli Enrico Laghi Antonio Deidda Financial Statements 2004 Approved by the Shareholders in the Meeting of 23 March 2005 219 Rai Group Schedules - Financial Statements of subsidiaries 01 Distribution S.r.l. Balance Sheet - Assets 31.12.2004 31.12.2003 - - 816 31,628 32,444 1,632 36,132 37,764 701 1,036 1,737 525 525 TOTAL NON-CURRENT ASSETS 9,828 9,828 44,009 7,922 7,922 46,211 C) CURRENT ASSETS II. CURRENT RECEIVABLES 1.- Customers 4.- Parent Company 4.bis - Tax receivables 4.ter - Deferred tax assets 5.- Others TOTAL CURRENT RECEIVABLES 11,787,066 14,060,281 19,572 885,759 26,752,678 7,530,436 10,053,467 154,774 9,769 13,810 17,762,256 - - 3,083,353 1,143 3,084,496 29,837,174 2,776,778 33 2,776,811 20,539,067 188,878 188,878 30,070,061 393 393 20,585,671 A) SUBSCRIBED CAPITAL UNPAID B) NON-CURRENT ASSETS I. INTANGIBLE ASSETS 1.- Start-up, expansion and similar costs 4.- Concessions, licences, trademarks and similar rights TOTAL INTANGIBLE ASSETS II. TANGIBLE ASSETS 3.- Industrial and commercial equipment 4.- Other tangible assets TOTAL TANGIBLE ASSETS III. FINANCIAL ASSETS 2.- Receivables d) others III. CURRENT FINANCIAL ASSETS IV. CASH AND CASH EQUIVALENTS 1.- Cash at banks and post offices 3.- Cash and cash equivalents on hand TOTAL CASH AND CASH EQUIVALENTS TOTAL CURRENT ASSETS D) ACCRUED INCOME AND PREPAID EXPENSES b) accrued income and other prepaid expenses TOTAL ACCRUED INCOME AND PREPAID EXPENSES TOTAL ASSETS 220 (Euro) Rai Group Schedules - Financial Statements of subsidiaries 01 Distribution S.r.l. Balance Sheet - Liabilities and Equity (Euro) 31.12.2004 31.12.2003 516,456 1,366 25,941 16,054 559,817 516,456 755 14,338 12,214 543,763 - - C) STAFF SEVERANCE PAY 130,500 75,362 D) PAYABLES 7.- Suppliers 11.- Parent Company 12.- Tax payables 13.- Social security 14.- Other payables TOTAL PAYABLES 11,565,320 16,652,902 882,565 101,280 177,677 29,379,744 7,718,749 11,923,657 172,023 54,823 97,294 19,966,546 E) ACCRUED EXPENSES AND DEFERRED INCOME TOTAL LIABILITIES AND EQUITY 30,070,061 A) EQUITY I. SHARE CAPITAL IV. LEGAL RESERVE VII. OTHER RESERVES IX. NET PROFIT (LOSS) FOR THE YEAR TOTAL EQUITY B) PROVISIONS FOR LIABILITIES AND RISKS TOTAL PROVISIONS FOR LIABILITIES AND RISKS - 20,585,671 221 Rai Group Schedules - Financial Statements of subsidiaries 01 Distribution S.r.l. Income Statement A) VALUE OF PRODUCTION 1.- Revenues from sales and services 5.- Other revenues and income a) operating grants c) sundry TOTAL VALUE OF PRODUCTION B) PRODUCTION COSTS 6.- Cost of raw materials, supplies and consumables 7.- Cost of services 8.- Rent, leasing and similar costs 9.- Personnel costs a) salaries and wages b) social security c) staff severance pay e) other costs 10.- Amortisation, depreciation and write-downs a) amortisation b) depreciation d) writedowns of current receivables and cash and cash equivalents 14.- Sundry operating costs TOTAL PRODUCTION COSTS Operating profit/(loss) C) FINANCIAL INCOME AND EXPENSE 16.- Other financial income d) income other than the above . sundry 17.- Interest and other financial expense d) interest and commission expense to others and sundry expense 17 bis.- Exchange gains and losses TOTAL FINANCIAL INCOME AND EXPENSE D) VALUE ADJUSTMENTS TO FINANCIAL ASSETS E) EXTRAORDINARY INCOME AND EXPENSE 20.- Extraordinary income c) sundry 21.- Extraordinary expenses c) sundry TOTAL EXTRAORDINARY INCOME AND EXPENSE Profit (loss) before taxes 22.- Income taxes for the year: current, deferred tax assets and liabilities 23.- Net profit (loss) for the year 222 (Euro) 31.12.2004 31.12.2003 26,263,369 21,688,575 309,316 17,658,822 17,968,138 44,231,507 4,958 15,970,816 15,975,774 37,664,349 (61,982) (41,107,692) (769,947) (36,970) (36,002,724) (388,735) (1,084,842) (327,790) (55,370) (5,311) (1,473,313) (853,713) (216,096) (36,388) (441) (1,106,638) (5,321) (7,567) (12,888) (5,321) (1,149) (11,261) (17,731) (614,316) (44,040,138) (28,961) (37,581,759) 191,369 82,590 37,694 37,694 43,247 43,247 (13,575) (13,575) 2,563 26,682 (41) (41) 3,645 46,851 - - - 22,568 22,568 (9,221) (9,221) (9,221) (7,315) (7,315) 15,253 208,830 (192,776) 16,054 144,694 (132,480) 12,214 Rai Group Schedules - Financial Statements of subsidiaries Rai Click S.p.A. Name: Rai Click S.p.A. Date of incorporation: 11 September 2000 Purpose: The company’s purpose is the creation, distribution, broadcasting and sale of audiovisual and multimedia products, both interactive and non-interactive, through broadband Internet protocol networks. Share capital: 176,800 Euro 340,000 shares with a par value of 0.52 Euro each Rai 59.94%, Rai Trade 0.06%, e-Bismedia 40% Employees: 1 on permanent contract Board of Directors: Chairman: Managing Director: General Manager: Directors: Board of Statutory Auditors: Chairman: Permanent Statutory Auditors: Alternate Statutory Auditors: Franco Iseppi Franco Iseppi (none) Paolo Agostinelli Stanislao Argenti Mario Rossetti Roberto Sergio Vittorio Terrenghi Alessandro Bolognesi Antonio D’Urso Tullio Piccolini Financial Statements 2004 Approved by the Shareholders in the Meeting of 17 March 2005 223 Rai Group Schedules - Financial Statements of subsidiaries Rai Click S.p.A. Balance Sheet - Assets 31.12.2004 31.12.2003 - - 230,752 18,250 12,672 261,674 238,067 28,983 3,390 270,440 - - 8,256,127 8,256,127 8,403,999 8,403,999 - - IV. CASH AND CASH EQUIVALENTS TOTAL CURRENT ASSETS 8,256,127 8,403,999 D) ACCRUED INCOME AND PREPAID EXPENSES TOTAL ASSETS 66,571 8,584,372 78,824 8,753,263 A) SUBSCRIBED CAPITAL UNPAID B) NON-CURRENT ASSETS I. INTANGIBLE ASSETS II. TANGIBLE ASSETS III. FINANCIAL ASSETS TOTAL NON-CURRENT ASSETS C) CURRENT ASSETS I. INVENTORIES II. CURRENT RECEIVABLES .amounts falling due within one year TOTAL CURRENT RECEIVABLES III. CURRENT FINANCIAL ASSETS 224 (Euro) Rai Group Schedules - Financial Statements of subsidiaries Rai Click S.p.A. Balance Sheet - Liabilities and Equity (Euro) 31.12.2004 A) EQUITY I. SHARE CAPITAL II. SHARE PREMIUM RESERVE VII. OTHER RESERVES IX. NET PROFIT (LOSS) FOR THE YEAR TOTAL EQUITY B) PROVISIONS FOR LIABILITIES AND RISKS 176,800 7,374,452 (1,024,806 ) 6,526,446 31.12.2003 176,800 9,697,276 (2) (2,322,824) 7,551,250 18,850 18,850 5,193 23,083 D) PAYABLES . amounts falling due within one year TOTAL PAYABLES 1,728,334 1,728,334 1,158,580 1,158,580 E) ACCRUED LIABILITIES AND DEFERRED INCOME TOTAL LIABILITIES AND EQUITY 305,549 8,584,372 1,500 8,753,263 C) STAFF SEVERANCE PAY Memorandum accounts 4.- Other memorandum accounts . Bank guarantees for Group VAT receivables TOTAL MEMORANDUM ACCOUNTS (Euro) 31.12.2004 31.12.2003 1,092,132 1,092,132 767,669 767,669 225 Rai Group Schedules - Financial Statements of subsidiaries Rai Click S.p.A. Income Statement 31.12.2004 31.12.2003 2,381,986 33,896 2,415,882 816,695 337,920 1,154,615 (8,877) (3,732,021) (6,521) (4,708) (2,753,317) (10,054) (49,833) (13,659) (3,336) (814) (67,642) (277,976) (35,926) (10,051) (1,594) (325,547) (252,958) (10,733) (7,334) (271,025) (516,578) (10,298) (1,724) (528,600) 12.- Provisions for risks 14.- Sundry operating costs TOTAL PRODUCTION COSTS (22,057) (4,108,143) (18,850) (40,659) (3,681,735) Operating profit/(loss) (1,692,261) (2,527,120) A) VALUE OF PRODUCTION 1.- Revenues from sales and services 5.- Other revenues and income TOTAL VALUE OF PRODUCTION B) PRODUCTION COSTS 6.- Cost of raw materials, supplies and consumables 7.- Cost of services 8.- Rent, leasing and similar costs 9.- Personnel costs a) salaries and wages b) social security c) staff severance pay e) other costs 10.- Amortisation, depreciation and writedowns a) amortisation b) depreciation c) other writedowns C) FINANCIAL INCOME AND EXPENSE 16.- Other financial income d) income other than the above . interest and commission income from Parent Company . interest and commission income from others and sundry income 17.- Interest and other financial expense c) interest and commission expense to Parent Company d) interest and commission expense to others and sundry expense TOTAL FINANCIAL INCOME AND EXPENSE 129,791 11,969 141,760 17,846 192,810 210,656 (3) (3) 141,757 (64) (4,496) (4,560) 206,096 D) VALUE ADJUSTMENTS TO FINANCIAL ASSETS - E) EXTRAORDINARY INCOME AND EXPENSE 21.- Extraordinary expense c) sundry TOTAL EXTRAORDINARY INCOME AND EXPENSE - Profit (loss) before taxes 22.- Income taxes for the year: current, deferred tax assets and liabilities 23.- Net profit (loss) for the year 226 (Euro) (1,550,504) 525,698 (1,024,806) - (1,800) (1,800) (2,322,824) (2,322,824) Rai Group Schedules - Financial Statements of subsidiaries Rai Corporation - Italian Radio TV System Name: Rai Corporation – Italian Radio TV System Date of incorporation: 20 January 1960 Purpose: The company operates in North America in the sector of the production, distribution and sale of radio and TV programmes. It undertakes actions to develop international co-productions and provides support to Group companies. Share capital: 500,000 US Dollars 50,000 shares with a par value of USD 10 each Rai 100% Ownership: Rai Corporation Canada 100% Employees: 48 on permanent contract Board of Directors: Chairman: General Manager: Directors: Mario Bona Guido Corso Filippo Bertolino Rubens Esposito Financial Statements 2004 Approved by the Shareholders in the Meeting of 23 March 2005 227 Rai Group Schedules - Financial Statements of subsidiaries Rai Corporation Balance Sheet - Assets 31.12.2004 31.12.2003 - - 1,187,016 1,187,016 37,387 37,387 106,589 191,589 1,019,996 1,318,174 139,813 88,389 228,202 1,000 1,000 387,118 388,118 2,893,308 314,881 315,881 581,470 9,925 9,925 14,189 14,189 154,242 1,940,769 18,685 1,500,597 3,614,293 164,965 2,512,730 198,389 187,726 3,063,810 - - IV. CASH AND CASH EQUIVALENTS 1.- Cash at banks and post offices TOTAL CASH AND CASH EQUIVALENTS TOTAL CURRENT ASSETS 372,546 372,546 3,996,764 282,726 282,726 3,360,725 D) ACCRUED INCOME AND PREPAID EXPENSES TOTAL ACCRUED INCOME AND PREPAID EXPENSES TOTAL ASSETS 6,890,072 3,942,195 A) SUBSCRIBED CAPITAL UNPAID B) NON-CURRENT ASSETS I. INTANGIBLE ASSETS 7.- Other intangible assets TOTAL INTANGIBLE ASSETS II. TANGIBLE ASSETS 2.- Plant and machinery 4.- Other tangible assets 5.- Assets under construction and payments on account TOTAL TANGIBLE ASSETS III. FINANCIAL ASSETS 1.- Equity investments in a) subsidiaries 2.- Receivables d) others TOTAL FINANCIAL ASSETS TOTAL NON-CURRENT ASSETS C) CURRENT ASSETS I. INVENTORIES 1.- Raw materials, supplies and consumable stores TOTAL INVENTORIES II. CURRENT RECEIVABLES 1.- Customers 4.- Parent Company 4.bis - Tax receivables 4.ter - Deferred tax assets 5.- Others TOTAL CURRENT RECEIVABLES III. CURRENT FINANCIAL ASSETS 228 (in US dollars) Rai Group Schedules - Financial Statements of subsidiaries Rai Corporation Balance Sheet - Liabilities and Equity (in US dollars) 31.12.2004 A) EQUITY I. SHARE CAPITAL VIII. RETAINED EARNINGS (LOSSES CARRIED FORWARD) IX. NET PROFIT (LOSS) FOR THE YEAR TOTAL EQUITY B) PROVISIONS FOR LIABILITIES AND RISKS 3.- Other provisions for liabilities and risks TOTAL PROVISIONS FOR LIABILITIES AND RISKS 500,000 558,230 (1,078,348 ) (20,118) 31.12.2003 500,000 573,799 (15,569) 1,058,230 40,000 40,000 - C) STAFF SEVERANCE PAY 1,868,309 1,817,889 D) PAYABLES 6.- Advances 7.- Suppliers 9.- Subsidiaries 11.- Parent Company 12.- Tax payables 14.- Other payables TOTAL PAYABLES 1,757,774 1,273,562 1,000 1,543,044 24,498 402,003 5,001,881 529,183 1,000 127,766 34,524 373,603 1,066,076 E) ACCRUED EXPENSES AND DEFERRED INCOME TOTAL LIABILITIES AND EQUITY 6,890,072 3,942,195 Memorandum accounts 3.- Purchase and sale commitments 4.- Other memorandum accounts . patronage letter . letter of credit . leasing of motor vehicles . leasing of editing room . assets on a free-on-loan basis (*) TOTAL MEMORANDUM ACCOUNTS (in US dollars) 31.12.2004 31.12.2003 17,070,347 2,844,591 2,500,000 2,000,000 6,359 26 21,576,732 2,500,000 16,513 36,050 26 5,397,180 (*) n. 26 paintings of the unit value of $1, owned by RAI and held at the Montevideo office. 229 Rai Group Schedules - Financial Statements of subsidiaries Rai Corporation Income Statement (in US dollars) 31.12.2004 A) VALUE OF PRODUCTION 1.- Revenues from sales and services 5.- Other revenues and income TOTAL VALUE OF PRODUCTION B) PRODUCTION COSTS 6.- Cost of raw materials, supplies and consumables 7.- Cost of services 8.- Rent, leasing and similar costs 9.- Personnel costs a) salaries and wages b) social security c) staff severance pay 10.- Amortisation, depreciation and writedowns a) amortisation b) depreciation c) writedown of current receivables 11.- Changes in inventories of raw materials, supplies, consumables and merchandise 12.- Provisions for risks 14.- Sundry operating costs TOTAL PRODUCTION COSTS Operating profit/(loss) C) FINANCIAL INCOME AND EXPENSE 16.- Other financial income d) income other than the above . interest and commission income from Parent Company . interest and commission income from others and sundry income 17.- Interest and other financial expense c) interest and commission expense to Parent Comapny d) interest and commission expense to other and sundry expense 17bis.- Exchange gains and losses TOTAL FINANCIAL INCOME AND EXPENSE D) VALUE ADJUSTMENTS FINANCIAL ASSETS E) EXTRAORDINARY INCOME AND EXPENSE 21.- Extraordinary charges b) prior years taxes TOTAL EXTRAORDINARY INCOME AND EXPENSE Profit (loss) before taxes 22.- Income taxes for the year: current, deferred tax assets and liabilities 23.- Net profit (loss) for the year 230 17,675,239 86,982 17,762,221 31.12.2003 17,353,349 183,757 17,537,106 (255,666) (9,056,296) (3,430,186) (231,275) (7,869,368) (3,704,410) (4,239,557) (1,228,986) (54,744) (5,523,287) (3,892,244) (1,131,480) (173,451) (5,197,175) (28,040) (112,407) (801) (141,248) (41,476) (97,535) (113,766) (252,777) (4,264) (40,000) (199,785) (18,650,732) (6,776) (203,320) (17,465,101) (888,511) 72,005 30,230 5,930 36,160 39,907 5,873 45,780 (2,213) (17,413) (765) (20,391) 15,769 (206) (18,539) 3,968 (14,777) 31,003 - - (833) (833) (14,632) (14,632) (873,575) (204,773) (1,078,348) 88,376 (103,945) (15,569) Rai Group Schedules - Financial Statements of subsidiaries Rai Corporation Canada - Italian Radio TV System Name: Rai Corporation Canada – Italian Radio TV System Date of incorporation: 18 February 1987 Purpose: The company is wholly owned by Rai Corporation and its purpose is the distribution in Canada of programmes produced abroad by RAI, it has representation duties on behalf of Rai Corporation, helps Rai Corporation in the production of radio and TV programmes in Canada. Share capital: CAD 1,394 1,000 shares with a par value of CAD 1.394 each Rai Corporation 100% Employees: none Board of Directors: Chairman: Directors: General Manager: Mario Bona Arnalda Bartoli Gino Bucchino Guido Corso Anthony Maniaci Guido Corso Financial Statements 2004 Approved by the Shareholders in the Meeting of 23 March 2005 231 Rai Group Schedules - Financial Statements of subsidiaries Rai Corporation Canada Balance Sheet - Assets A) SUBSCRIBED CAPITAL UNPAID B) NON-CURRENT ASSETS I. INTANGIBLE ASSETS II. TANGIBLE ASSETS III. FINANCIAL ASSETS TOTAL NON-CURRENT ASSETS C) CURRENT ASSETS I. INVENTORIES II. CURRENT RECEIVABLES III. CURRENT FINANCIAL ASSETS IV. CASH AND CASH EQUIVALENTS TOTAL CURRENT ASSETS D) ACCRUED INCOME AND PREPAID EXPENSES TOTAL ASSETS 232 (in Canadian dollars) 31.12.2004 31.12.2003 1,394 1,394 - - - - 1,394 1,394 Rai Group Schedules - Financial Statements of subsidiaries Rai Corporation Canada Balance Sheet - Liabilities and Equity (in Canadian dollars) 31.12.2004 31.12.2003 1,394 1,394 1,394 1,394 B) PROVISIONS FOR LIABILITIES AND RISKS - - C) STAFF SEVERANCE PAY - - A) EQUITY I. SHARE CAPITAL TOTAL EQUITY D) PAYABLES E) ACCRUED EXPENSES AND DEFERRED INCOME TOTAL LIABILITIES AND EQUITY 1,394 1,394 233 Rai Group Schedules - Financial Statements of subsidiaries Rai Corporation Canada Income Statement (in Canadian dollars) 31.12.2004 234 31.12.2003 A) VALUE OF PRODUCTION TOTAL VALUE OF PRODUCTION - - B) PRODUCTION COSTS TOTAL PRODUCTION COSTS - - Operating profit/(loss) - - C) FINANCIAL INCOME AND EXPENSE TOTAL FINANCIAL INCOME AND EXPENSE - - D) VALUE ADJUSTMENTS TO FINANCIAL ASSETS - - E) EXTRAORDINARY INCOME AND EXPENSE - - Profit (loss) before taxes 22.- Income taxes for the year: current, deferred tax assets and liabilities 23.- Net profit (loss) for the year - - Rai Group Schedules - Financial Statements of subsidiaries NewCo Rai International S.p.A. Name: NewCo Rai International S.p.A. Date of incorporation: 28 February 2003 Purpose: The company’s purpose is the production, co-production, total or partial purchase in any form or manner of radio and TV programmes, and the broadcasting and distribution abroad of these programmes, with any means, standard mode and system permitted by the present-day or future technology, directly or through other Italian or foreign enterprises, performing and making all necessary acts, contracts and agreements with Italian and foreign legal and natural persons, public and private entities, in particular with RAI – Radiotelevisione Italiana S.p.A. which is the concession-holder of the TV public broadcasting, or its subsidiaries. Share capital: 1,000,000 Euro 200,000 shares with a par value of 5.00 Euro each Rai 99.9 %; Rai Trade 0.1% Employees: none Board of Directors: Chairman: Vice Chairman: Managing Director: General Manager: Directors: Board of Statutory Auditors: Chairman: Permanent Statutory Auditors: Alternate Statutory Auditors: Franco Scaglia (retired on 6 May 2004) (none) Roberto Chionne Massimo Magliaro (none) Deborah Bergamini Pierluigi Malesani Pietro Pilello Demetrio Arena Domenico De Leo Antonio Falsetti Enrico Laghi Financial Statements 2004 Approved by the Shareholders in the Meeting of 16 March 2005 235 Rai Group Schedules - Financial Statements of subsidiaries NewCo Rai International S.p.A. Balance Sheet - Assets A) SUBSCRIBED CAPITAL UNPAID B) NON-CURRENT ASSETS I. INTANGIBLE ASSETS II. TANGIBLE ASSETS III. FINANCIAL ASSETS TOTAL NON-CURRENT ASSETS 236 (Euro) 31.12.2004 31.12.2003 - 700,000 7,828 7,828 7,828 7,828 C) CURRENT ASSETS I. INVENTORIES II. CURRENT RECEIVABLES . amounts falling due within one year TOTAL CURRENT RECEIVABLES - - 508,442 508,442 55,382 55,382 III. CURRENT FINANCIAL ASSETS IV. CASH AND CASH EQUIVALENTS TOTAL CURRENT ASSETS 508,442 55,382 D) ACCRUED INCOME AND PREPAID EXPENSES TOTAL ASSETS 516,270 763,210 Rai Group Schedules - Financial Statements of subsidiaries NewCo Rai International S.p.A. Balance Sheet - Liabilities and Equity (Euro) 31.12.2004 A) EQUITY I. SHARE CAPITAL II. LEGAL RESERVE VII. OTHER RESERVES VIII. RETAINED EARNINGS (LOSSES CARRIED FORWARD) IX. NET PROFIT (LOSS) FOR THE YEAR TOTAL EQUITY 1,000,000 (291,833 ) (256,207 ) 451,960 31.12.2003 1,000,000 (291,833) 708,167 B) PROVISIONS FOR LIABILITIES AND RISKS - - C) STAFF SEVERANCE PAY - - 64,310 55,043 516,270 763,210 D) PAYABLES . amounts falling due within one year E) ACCRUED EXPENSES AND DEFERRED INCOME TOTAL LIABILITIES AND EQUITY 237 Rai Group Schedules - Financial Statements of subsidiaries NewCo Rai International S.p.A. Income Statement (Euro) 31.12.2004 A) VALUE OF PRODUCTION 31.12.2003 - B) PRODUCTION COSTS 6.- Cost of raw materials, supplies and consumables 7.- Cost of services 8.- Rent, leasing and similar costs 14.- Sundry operating costs TOTAL PRODUCTION COSTS (369,407) (19,668) (7,939) (397,014) (83) (268,413) (27,047) (373) (295,916) Operating profit/(loss) (397,014) (295,916) C) FINANCIAL INCOME AND EXPENSES 16.- Other financial income d) income other than the above . interest and commission income from Parent Company 17.- Interest and other financial expense c) interest and commission expense to Parent Company TOTAL FINANCIAL INCOME AND EXPENSE D) VALUE ADJUSTMENTS TO FINANCIAL ASSETS E) EXTRAORDINARY INCOME AND EXPENSE Profit (loss) before taxes 22.- Income taxes for the year: current, deferred tax assets and liabilities 23.- Net profit (loss) for the year 238 - 6,530 4,083 (48) 6,482 4,083 (390,532) 134,325 (256,207) (291,833) (291,833) Rai Group Schedules - Financial Statements of subsidiaries RaiNet S.p.A. Name: RaiNet S.p.A. Date of incorporation: 23 June 1999 Purpose: The company’s purpose is the production, distribution and sale of interactive and multimedia products and services for any media platform, making no distinction as to the distribution means, directed to private customers, business customers, the public administration and other authorities; the organisation and sale of third party’s products and services as stated above; the organisation, production and distribution of any kind of product and service that is economically relevant to the development of the Internet and of other interactive services. Share capital: 5,160,000 Euro 1,000,000 shares with a par value of 5.16 Euro each Rai 99.9%; Rai Trade 0.1% Employees: 57 on permanent contract 13 on fixed-term contract Board of Directors: Chairman: Vice Chairman Managing Director: General Manager: Directors: Board of Statutory Auditors: Chairman: Permanent Statutory Auditors: Alternate Statutory Auditors: Giampaolo Rossi Luca Balestrieri Alberto Contri (none) Fabio Belli Michele Lo Foco Roberto Nepote Roberto Sergio Roberto Chionne Antonio Falsetti Enrico Laghi Francesco Mariani Maria Eugenia Palombo Financial Statements 2004 Approved by the Shareholders in the Meeting of 31 March 2005 239 Rai Group Schedules - Financial Statements of subsidiaries RaiNet S.p.A. Balance Sheet - Assets A) SUBSCRIBED CAPITAL UNPAID B) NON-CURRENT ASSETS I. INTANGIBLE ASSETS 1.- Start-up, expansion and similar costs 3.- Industrial patent and intellectual property rights TOTAL INTANGIBLE ASSETS II. TANGIBLE ASSETS 2.- Plant and machinery 3.- Industrial and commercial equipment 4.- Other tangible assets TOTAL TANGIBLE ASSETS III. FINANCIAL ASSETS 2.- Receivables d)others . amounts falling due after one year TOTAL FINANCIAL ASSETS TOTAL NON-CURRENT ASSETS C) CURRENT ASSETS I. INVENTORIES II. CURRENT RECEIVABLES 1.- customers 4.- Parent Company 5.- others TOTAL CURRENT RECEIVABLES III. CURRENT FINANCIAL ASSETS IV. CASH AND CASH EQUIVALENTS TOTAL CURRENT ASSETS D) ACCRUED INCOME AND PREPAID EXPENSES TOTAL ASSETS 240 (Euro) 31.12.2004 31.12.2003 - - 143,858 143,858 2,036 77,725 79,761 30,374 13,966 953,274 997,614 70,851 5,932 1,061,984 1,138,767 413 413 1,141,885 516 516 1,219,044 - - 3,995,624 5,020,922 15,035 9,031,581 2,566,193 5,191,726 230,043 7,987,962 - - 9,031,581 7,987,962 188,354 10,361,820 5,902 9,212,908 Rai Group Schedules - Financial Statements of subsidiaries RaiNet S.p.A. Balance Sheet - Liabilities and Equity (Euro) 31.12.2004 31.12.2003 A) EQUITY I. SHARE CAPITAL IV. LEGAL RESERVE VII. OTHER RESERVES – CAPITAL PAYMENTS Euro rounding-off reserve VIII.RETAINED EARNINGS (LOSSES CARRIED FORWARD) IX. NET PROFIT (LOSS) FOR THE YEAR TOTAL EQUITY 5,160,000 4,569 4,000,000 2 (773,026 ) (4,601,584 ) 3,789,961 5,160,000 4,569 5,822,191 (1) (6,595,217) 4,391,542 B) PROVISIONS FOR LIABILITIES AND RISKS 3.- Other provisions for liabilities and risks TOTAL PROVISIONS FOR LIABILITIES AND RISKS 1,640,966 1,640,966 1,163,889 1,163,889 C) STAFF SEVERANCE PAY 684,151 600,847 D) PAYABLES 6.- Advances 7.- Suppliers 11.- Parent Company 12.- Tax payables 13.- Social security 14.- Other payables TOTAL PAYABLES 1,954,902 1,236,375 124,109 240,428 625,161 4,180,975 23,750 1,029,919 1,180,330 138,224 214,887 396,715 2,983,825 65,767 65,767 10,361,820 72,805 72,805 9,212,908 E) ACCRUED EXPENSES AND DEFERRED INCOME b) accrued expenses and other deferred income TOTAL ACCRUED EXPENSES AND DEFERRED INCOME TOTAL LIABILITIES AND EQUITY Memorandum accounts 4.- Other memorandum accounts (Euro) 31.12.2004 31.12.2003 7,260,883 6,875,832 241 Rai Group Schedules - Financial Statements of subsidiaries RaiNet S.p.A. Income Statement A) VALUE OF PRODUCTION 1.- Revenues from sales and services 5.- Other revenues and income TOTAL VALUE OF PRODUCTION B) PRODUCTION COSTS 6.- Cost of raw materials, supplies and consumables 7.- Cost of services 8.- Rent, leasing and similar costs 9.- Personnel costs a) salaries and wages b) social security c) staff severance pay d) pensions and similar liabilities e) other costs 10.- Amortisation, depreciation and writedowns a) amortisation b) depreciation 12.- Provisions for risks 14.- Sundry operating costs c) other TOTAL PRODUCTION COSTS Operating profit/(loss) C) FINANCIAL INCOME AND EXPENSE 16.- Other financial income d) income other than the above interest and commission income from Parent Company 17.- Interest and other financial expense a) interest and commission expense to Parent Companies b) interest and commission expense to others and sundry expense 17 bis.-Exchange gains and losses TOTAL FINANCIAL INCOME AND EXPENSE D) VALUE ADJUSTMENTS TO FINANCIAL ASSETS E) EXTRAORDINARY INCOME AND EXPENSE 20.- Extraordinary income from rounding-offs 21.- Extraordinary expense c) sundry Profit (loss) before taxes 22.- Income taxes for the year: current, deferred tax assets and liabilities 23.- Net profit (loss) for the year 242 (Euro) 31.12.2004 31.12.2003 5,740,444 213,837 5,954,281 4,624,511 368,010 4,992,521 (48,555) (6,680,182) (30,475) (28,441) (5,751,568) (35,524) (3,226,286) (847,629) (207,165) (36,205) (13,382) (4,330,667) (3,080,360) (826,802) (206,285) (34,545) (56,637) (4,204,629) (93,396) (481,146) (574,542) (463,289) (432,596) (895,885) (717,000) (661,968) (49,544) (12,430,965) (101,307) (11,679,322) (6,476,684) (6,686,801) 75,678 99,664 (286) (286) 6 75,398 (59) (7,177) (7,236) 54 92,482 - - 2 2 (300) (298) (900) (898) (6,401,584) 1,800,000 (4,601,584) (6,595,217) (6,595,217) Rai Group Schedules - Financial Statements of subsidiaries RaiSat - S.p.A. Name: RaiSat S.p.A. Date of incorporation: 29 July 1998 Purpose: The company’s purpose is the creation of TV and theme channels, events, on-line multimedia products, also by means of purchase from third parties of production services and rights on audiovisual products (movies, cartoons, entertainment, documentaries, news, sports events, cultural events, music events, etc.) and their inclusion in schedules to be distributed on free and pay channels. Share capital: 2,585,000 Euro 500,000 shares with a par value of 5.17 Euro each Rai 94.9%, Rai Trade 0.1%, minority interests 5.0% Employees: 71 on permanent contract 51 on fixed-term contract Board of Directors: Chairman: Vice Chairman: Managing Director: General Manager: Directors: Board of Statutory Auditors: Chairman: Permanent Statutory Auditors: Alternate Statutory Auditors: Carlo Sartori Marco Conti Gianluca Veronesi (none) Pasquale D’Alessandro Carlo Nardello Barbara Poggiali Roberto Sergio Paolo Germani Maurizio De Crescenzo Rocco Nostro Paolo Ugo Tramontozzi Fabio Diozzi Financial Statements 2004 Approved by the Shareholders in the Meeting of 30 March 2005 243 Rai Group Schedules - Financial Statements of subsidiaries RaiSat - S.p.A. Balance Sheet - Assets 31.12.2004 31.12.2003 - - 8,656,306 141,714 118,155 8,916,175 1,258 9,202,930 157,353 286,481 9,648,022 130,186 62,523 192,709 133,110 78,753 211,863 15,043 15,043 9,123,927 15,043 15,043 9,874,928 - - 29,238,236 4,444,232 - 16,091,305 1,800,743 536,252 688,767 81,207 635,190 44,110 765,573 35,218,015 331,723 19,439,323 - - IV. CASH AND CASH EQUIVALENTS 3.- Cash and cash equivalents on hand TOTAL CASH AND CASH EQUIVALENTS TOTAL CURRENT ASSETS 1,440 1,440 35,219,455 769 769 19,440,092 D) ACCRUED INCOME AND PREPAID EXPENSES b) accrued income and other prepaid expenses TOTAL ACCRUED INCOME AND PREPAID EXPENSES TOTAL ASSETS 281,576 281,576 44,624,958 699,223 699,223 30,014,243 A) SUBSCRIBED CAPITAL UNPAID B) NON-CURRENT ASSETS I. INTANGIBLE ASSETS 1.- Start-up, expansion and similar costs 3.- Industrial patent and intellectual property rights 4.- Concessions, licences, trademarks and similar rights 7.- Other intangible assets TOTAL INTANGIBLE ASSETS II. TANGIBLE ASSETS 2.- Industrial and commercial equipment 4.- Other tangible assets TOTAL TANGIBLE ASSETS III. FINANCIAL ASSETS 2.- Receivables d) others . amounts falling due after one year TOTAL FINANCIAL ASSETS TOTAL NON-CURRENT ASSETS C) CURRENT ASSETS I. INVENTORIES II.CURRENT RECEIVABLES 1.- Customers 4.- Parent Company 4.bis - Tax receivables 4.ter - Deferred tax assets . amounts falling due within one year . amounts falling due after one year 5.- Others . amounts falling due within one year TOTAL CURRENT RECEIVABLES III. CURRENT FINANCIAL ASSETS 244 (Euro) Rai Group Schedules - Financial Statements of subsidiaries RaiSat - S.p.A. Balance Sheet - Liabilities and Equity (Euro) 31.12.2004 31.12.2003 A) EQUITY I. SHARE CAPITAL IV. LEGAL RESERVE VII. OTHER RESERVES IX. NET PROFIT (LOSS) FOR THE YEAR TOTAL EQUITY 2,585,000 469,904 870,795 3,385,655 7,311,354 2,585,000 367,550 721,563 2,047,074 5,721,187 B) PROVISIONS FOR LIABILITIES AND RISKS 1.- pensions and similar liabilities 3.- other provisions for liabilities and risks TOTAL PROVISIONS FOR LIABILITIES AND RISKS 7,022 1,770,469 1,777,491 7,022 1,270,469 1,277,491 C) STAFF SEVERANCE PAY 1,109,657 943,316 D) PAYABLES 4.- Due to banks 7.- Suppliers 11.- Parent Company 12.- Tax payables 13.- Social security 14.- Other payables TOTAL PAYABLES 1,953 14,201,141 18,893,247 492,682 353,853 452,495 34,395,371 58,098 12,726,636 8,118,430 507,674 261,089 400,322 22,072,249 E) ACCRUED EXPENSES AND DEFERRED INCOME b) accrued expenses and other deferred income TOTAL ACCRUED EXPENSES AND DEFERRED INCOME TOTAL LIABILITIES AND EQUITY 31,085 31,085 44,624,958 30,014,243 Memorandum accounts 3.- Purchase and sale commitments 4.- Other memorandum accounts TOTAL MEMORANDUM ACCOUNTS (Euro) 31.12.2004 31.12.2003 3,893,315 1,460,768 5,354,083 3,172,921 1,460,768 4,633,689 245 Rai Group Schedules - Financial Statements of subsidiaries RaiSat - S.p.A. Income Statement A) VALUE OF PRODUCTION 1.- Revenues from sales and services 5.- Other revenues and income c) sundry TOTAL VALUE OF PRODUCTION B) PRODUCTION COSTS 6.- Cost of raw materials, supplies and consumables 7.- Cost of services 8.- Rent, leasing and similar costs 9.- Personnel costs a) salaries and wages b) social security c) staff severance pay d) pensions and similar liabilities e) other costs 10.- Amortisation, depreciation and writedowns a) amortisation b) depreciation d) writedowns of current receivables and cash and cash equivalents 12.- Provisions for risks 14.- Sundry operating costs TOTAL PRODUCTION COSTS Operating profit/(loss) C) FINANCIAL INCOME AND EXPENSE 16.- Other financial income d) income other than the above . interest and commission income from Parent Companies . interest and commission income from others and sundry income 17.- Interest and other financial expense c) interest and commission expense to Parent Companies d) interest and commission expense to others and sundry expense 17 bis.-Exchange gains and losses TOTAL FINANCIAL INCOME AND EXPENSE D) VALUE ADJUSTMENTS TO FINANCIAL ASSETS E) EXTRAORDINARY INCOME AND EXPENSE 21.- Extraordinary expense b) prior-years taxes c) sundry TOTAL EXTRAORDINARY INCOME AND EXPENSE Profit (loss) before taxes 22.- Income taxes for the year: current, deferred tax assets and liabilities 23.- Net profit (loss) for the year 246 (Euro) 31.12.2004 31.12.2003 57,850,142 46,204,341 1,265,254 1,265,254 59,115,396 1,912,700 1,912,700 48,117,041 (314,991) (23,143,024) (8,388,373) (260,490) (18,213,316) (7,067,529) (4,172,470) (1,813,851) (280,091) (38,505) (25,000) (6,329,917) (3,557,403) (1,412,012) (220,530) (26,510) (5,216,455) (12,432,899) (72,775) (147,211) (12,652,885) (12,080,143) (68,863) (12,149,006) (500,000) (773,284) (52,102,474) (200,000) (384,812) (43,491,608) 7,012,922 4,625,433 - 234 36,336 36,570 (196,529) (8,377) (204,906) (5,494) (210,400) - (298,510) (7,019) (305,529) (17,799) (286,758) - (129,605) (129,605) (267,402) (267,402) 6,672,917 (3,287,262) 3,385,655 4,071,273 (2,024,199) 2,047,074 Rai Group Schedules - Financial Statements of subsidiaries Rai Trade S.p.A. Name: Rai Trade S.p.A. Date of incorporation: 27 June 1997 formerly NUOVA ERI - Edizioni RAI-Radiotelevisione Italiana S.p.A. incorporated on 23 July 1987 Purpose: The company’s purpose is the production and exchange, in Italy and abroad, of goods and services in connection with radio and TV programmes and their recording on any material support, audiovisual products with any content (e.g.: sports, movies, drama, etc…) and relevant usage rights; the planting and operation, in Italy and abroad, of publishing, printing, journalist industries (with the exception of newspapers in compliance with the provisions of Articles 18 and 19 of Law 416 of 6 August 1981 as subsequently amended), book, music, audiovisual, record industries and industries producing goods and services with any other technology as the media development may bring; the sale (wholesale, retail sale and by mail) of relevant products and relevant resulting and merchandising rights; the control and supervision of advertising on RAI’s channels. Share capital: 8,000,000 Euro 100,000 shares with a par value of 80 Euro each Rai 100% Ownership: Immobiliare Editori Giornali S.r.l. 1.75% Rai Cinema S.p.A.0.002322%. RaiNet S.p.A. 0.1% Rai Way S.p.A. 0.00074% RaiSat S.p.A. 0.1% Rai Click S.p.A. 0.06% NewCo Rai International S.p.A. 0.1% Employees: 87 on permanent contract 5 on fixed-term contract Board of Directors: Chairman: Vice Chairman: Managing Director: General Manager: Directors: Secretary: Board of Statutory Auditors: Chairman: Permanent Statutory Auditors: Alternate Statutory Auditors: Roberto Di Russo Alba Calia Nicola Cona (none) Paolo Francia Claudio Imbriani Antonio Marano Renato Parascandolo Monica Monti Carlo Cesare Gatto Francesco Poddighe Giovanni Battista Provenzano Giancarlo Consani Alberto Morelli Financial Statements 2004 Approved by the Shareholders in the Meeting of 23 March 2005 247 Rai Group Schedules - Financial Statements of subsidiaries Rai Trade S.p.A. Balance Sheet - Assets A) SUBSCRIBED CAPITAL UNPAID B) NON-CURRENT ASSETS I. INTANGIBLE ASSETS 3.- Industrial patent and intellectual property rights 4.- Concessions, licences, trademarks and similar rights 5.- Goodwill 6.- Assets under development and payments on account 7.- Other intangible assets TOTAL INTANGIBLE ASSETS II. TANGIBLE ASSETS 2.- Plant and machinery 4.- Other tangible assets TOTAL TANGIBLE ASSETS III. FINANCIAL ASSETS 1.- Equity investments in d) other companies 2.- Receivables d) others . amounts falling due within one year . amounts falling due after one year TOTAL FINANCIAL ASSETS TOTAL NON-CURRENT ASSETS C) CURRENT ASSETS I. INVENTORIES 3.- Contract work in process 4.- Finished goods and merchandise TOTAL INVENTORIES II. CURRENT RECEIVABLES 1.- Customers . amounts falling due within one year . amounts falling due after one year 4.- Parent Company 4.bis - Tax receivables 4.ter - Deferred tax assets . amounts falling due within one year . amounts falling due after one year 5.- Others . amounts falling due within one year TOTAL CURRENT RECEIVABLES 248 (Euro) 31.12.2004 31.12.2003 - - 741,365 79,887 27,566 1,425,150 181,987 2,455,955 1,467,315 47,413 55,133 548,901 85,384 2,204,146 1,026,220 314,464 1,340,684 1,493,035 316,913 1,809,948 31,173 31,173 4,200 43,782 47,982 79,155 3.875,794 41,951 151,701 193,652 224,825 4,238,919 18,928 516 19,444 11,879 516 12,395 52,584,540 32,000 19,664,983 - 57,346,272 54,692 8,410,857 2,152,598 2,255,370 1,152,452 1,045,905 1,188,266 2,496,338 78,185,683 3,191,650 73,390,240 III. CURRENT FINANCIAL ASSETS IV. CASH AND CASH EQUIVALENTS 1.- Cash at banks and post offices 2.- Cheques 3.- Cash and cash equivalents on hand TOTAL CASH AND CASH EQUIVALENTS TOTAL CURRENT ASSETS - - 480 5,428 5,908 78,211,035 30,728 4,115 34,843 73,437,478 D) ACCRUED INCOME AND PREPAID EXPENSES b) accrued income and other prepaid expenses TOTAL ACCRUED INCOME AND PREPAID EXPENSES TOTAL ASSETS 86,209 86,209 82,173,038 78,695 78,695 77,755,092 Rai Group Schedules - Financial Statements of subsidiaries Rai Trade S.p.A. Balance Sheet - Liabilities and Equity (Euro) 31.12.2004 31.12.2003 A) EQUITY I. SHARE CAPITAL IV. LEGAL RESERVE VII. OTHER RESERVES - Rounding-off reserves IX. NET PROFIT (LOSS) FOR THE YEAR TOTAL EQUITY 8,000,000 1,407,814 5,892,061 1 4,261,106 19,560,982 8,000,000 1,281,696 5,795,831 2,522,348 17,599,875 B) PROVISIONS FOR LIABILITIES AND RISKS 1.- pensions and similar liabilities 3.- other provisions for liabilities and risks TOTAL PROVISIONS FOR LIABILITIES AND RISKS 193 11,075,090 11,075,283 174,912 12,226,584 12,401,496 1,676,782 1,615,748 due within one year due after one year 229,119 95,566 5,836,058 24,038,744 15,767,176 667,303 246,020 41,864 250,738 7,216,240 21,738,214 13,810,138 149,292 224,591 due within one year due after one year 2,903,678 76,327 49,859,991 2,542,459 164,437 46,137,973 82,173,038 77,755,092 C) STAFF SEVERANCE PAY D) PAYABLES 4.- Due to banks . amounts falling . amounts falling 6.- Advances 7.- Suppliers 11.- Parent Company 12.- Tax payables 13.- Social security 14.- Other payables . amounts falling . amounts falling TOTAL PAYABLES E) ACCRUED EXPENSES AND DEFERRED INCOME TOTAL LIABILITIES AND EQUITY Memorandum accounts 3.- Purchase and sale commitments 4.- Other memorandum accounts TOTAL MEMORANDUM ACCOUNTS (Euro) 31.12.2004 31.12.2003 17,439,788 19,436,295 36,876,083 42,488,917 29,011,917 71,500,834 249 Rai Group Schedules - Financial Statements of subsidiaries Rai Trade S.p.A. Income Statement (Euro) 31.12.2004 A) VALUE OF PRODUCTION 1.- Revenues from sales and services 3.- Changes in contract work in process 5.- Other revenues and income TOTAL VALUE OF PRODUCTION B) PRODUCTION COSTS 6.- Cost of raw materials, supplies and consumables 7.- Cost of services 8.- Rent, leasing and similar costs 9.- Personnel costs a) salaries and wages b) social security c) staff severance pay d) pensions and similar liabilities e) other costs 10.- Amortisation, depreciation and writedowns a) amortisation b) depreciation c) other writedowns d) writedowns of current receivables and cash and cash equivalents 14.- Sundry operating costs TOTAL PRODUCTION COSTS Operating profit/(loss) C) FINANCIAL INCOME AND EXPENSE 15.- Income from equity investments c) dividends from other companies d) other income from equity investments 16.- Other financial income a) non-current accounts receivable . others d) income other than the above . interest and commission income from Parent Company . interest and commission income from others and sundry income 17.- Interest and other financial expense c) interest and commission expense to Parent Company d) interest and commission expense to others and sundry expense 17 bis.-Exchange gains and losses TOTAL FINANCIAL INCOME AND EXPENSE D) VALUE ADJUSTMENTS TO FINANCIAL ASSETS 19.- Writedowns a) of equity investments b) of current financial assets TOTAL VALUE ADJUSTMENTS TO FINANCIAL ASSETS E) EXTRAORDINARY INCOME AND EXPENSE 20.- Extraordinary income b) prior-year income and non-existent assets 21.- Extraordinary expense b) prior-years taxes c) prior-year losses d) sundry . sundry – rounding-offs TOTAL EXTRAORDINARY INCOME AND EXPENSE Profit (loss) before taxes 22.- Income taxes for the year: current, deferred tax assets and liabilities 23.- Net profit (loss) for the year 250 31.12.2003 71,610,821 7,049 3,934,858 75,552,728 66,038,916 (21,006) 3,193,533 69,211,443 (114,325) (42,021,112) (2,005,596) (815,747) (38,706,890) (1,658,699) (4,061,795) (1,279,156) (284,766) (131,690) (18,755) (5,776,162) (3,728,981) (1,213,193) (276,590) (132,455) (18,803) (5,370,022) (14,031,628) (740,140) (462,907) (434,210) (15,668,885) (13,195,373) (753,614) (117,288) (809,813) (14,876,088) (1,883,548) (67,469,628) (1,708,006) (63,135,452) 8,083,100 6,075,991 3,577 3,577 1,680 865 2,545 1,127 1,669 77,955 88,249 167,331 35,947 3,033,037 3,070,653 (102,454) (44,079) (146,533) (1,592,494) (1,568,119) (83,649) (3,045,723) (3,129,372) (723,370) (779,544) (30,906) (30,906) (985) (545,085) (546,070) 62,594 62,594 288,564 288,564 (18,621) (744,820) (1) (763,442) (700,848) 5,783,227 (1,522,121) 4,261,106 (1,800) (2) (1,802) 286,762 5,037,139 (2,514,791) 2,522,348 Rai Group Schedules - Financial Statements of subsidiaries Rai Way S.p.A. Name: Rai Way S.p.A. Date of incorporation: 29 July 1999 Purpose: The company’s purpose is the design, development and maintenance of software and telecommunications networks, and the installation, implementation and management of these networks; the development and management of a business, distribution and assistance network aiming at the transmission, distribution and broadcasting of any kind of telecommunications services in the territory of the Republic of Italy, of San Marino and the Vatican City of signals, sound and video programmes of RAI and its subsidiaries. The company’s purpose also includes the provision of wireless equipment and relevant services to wireless operators, including the leasing of sites/antennas and co-leases, built-to-suit services, network programming and design, site research and purchase, site design and construction, network optimisation, equipment maintenance, network management and maintenance and relevant microwave or fibre transmission services. Share capital: 70,176,000 Euro 13,600,000 shares with a par value of 5.16 Euro each Rai 99.9992%, Rai Trade 0.00074%. Employees: 711 on permanent contract 16 on fixed-term contract Board of Directors: Chairman: Vice Chairman: Managing Director: General Manager: Directors: Board of Statutory Auditors: Chairman: Permanent Statutory Auditors: Alternate Statutory Auditors: Pietro Gaffuri Roberto Caravaggi Stefano Ciccotti (none) Marcello Di Tondo Luigi Rocchi Cesare Bossetti Benito Benassi Giulio Andreani Lanfranco Duò Paolo Ugo Tramontozzi Giuseppe Maria Altadonna Fabio Piccoli Financial Statements 2004 Approved by the Shareholders in the Meeting of 31 March 2005 251 Rai Group Schedules - Financial Statements of subsidiaries Rai Way S.p.A. Balance Sheet - Assets A) SUBSCRIBED CAPITAL UNPAID B) NON-CURRENT ASSETS I. INTANGIBLE ASSETS 1.- Start-up, expansion and similar costs 3.- Industrial patent and intellectual property rights 5.- Goodwill 6.- Assets under development and payments on account 7.- Other intangible assets TOTAL INTANGIBLE ASSETS II. TANGIBLE ASSETS 1.- Land and buildings 2.- Plant and machinery 3.- Industrial and commercial equipment 4.- Other tangible assets 5.- Assets under construction and payments on account TOTAL TANGIBLE ASSETS III. FINANCIAL ASSETS 2.- Receivables d) others . amounts falling due after one year TOTAL FINANCIAL ASSETS TOTAL NON-CURRENT ASSETS C) CURRENT ASSETS I. INVENTORIES 1.- Raw materials, supplies and consumables 3.- Contract work in process TOTAL INVENTORIES II. CURRENT RECEIVABLES 1.- Customers 4.- Parent Companies 4.bis - Tax receivables 4.ter - Deferred tax assets 5.- Others TOTAL CURRENT RECEIVABLES III. CURRENT FINANCIAL ASSETS IV. CASH AND CASH EQUIVALENTS TOTAL CURRENT ASSETS D) ACCRUED INCOME AND PREPAID EXPENSES b) accrued income and other prepaid expenses TOTAL ACCRUED INCOME AND PREPAID EXPENSES TOTAL ASSETS 252 (Euro) 31.12.2004 31.12.2003 - - 6,031 129,040 2,157,211 127,776 2,420,058 396,789 26,749 698,570 1,937,428 150,077 3,209,613 48,832,092 91,533,256 3,001,915 79,055 18,797,780 162,244,098 48,309,961 75,112,213 3,067,411 82,273 45,335,484 171,907,342 1,182,651 1,182,651 165,846,807 1,468,732 1,468,732 176,585,687 2,115,815 776,956 2,892,771 1,840,435 766,664 2,607,099 8,048,538 59,584,617 14,189 535,839 1,548,302 69,731,485 7,694,396 52,503,224 1,947,452 455,746 2,405,792 65,006,610 - - 72,624,256 67,613,709 794,982 794,982 239,266,045 1,081,613 1,081,613 245,281,009 Rai Group Schedules - Financial Statements of subsidiaries Rai Way S.p.A. Balance Sheet - Liabilities and Equity (Euro) 31.12.2004 31.12.2003 A) EQUITY I. SHARE CAPITAL IV. LEGAL RESERVE VII. OTHER RESERVES of which anticipated depreciation reserve VIII.RETAINED EARNINGS (LOSSES CARRIED FORWARD) IX. NET PROFIT (LOSS) FOR THE YEAR TOTAL EQUITY 70,176,000 1,247,612 12,017,566 9,360,000 7,779,843 91,221,021 70,176,000 990,612 7,151,993 4,495,000 5,122,573 83,441,178 B) PROVISIONS FOR LIABILITIES AND RISKS 1.- Pensions and similar liabilities 2.- Current and deferred taxes 3.- Other provisions for liabilities and risks TOTAL PROVISIONS FOR LIABILITIES AND RISKS 999,113 7,024,100 15,207,587 23,230,800 968,013 3,696,591 14,679,455 19,344,059 C) STAFF SEVERANCE PAY 23,073,088 21,706,169 - 16,488,814 773,607 61,834,651 27,498,091 1,973,166 2,024,295 4,934,473 99,038,283 1,587,178 2,683,149 60,194,690 31,708,136 1,506,190 1,762,988 4,151,638 120,082,783 2,702,853 2,702,853 239,266,045 706,820 706,820 245,281,009 D) PAYABLES 4.- Due to banks amounts falling due within one year 5.- Due to other lenders amounts falling due within one year 6.- Advances 7.- Suppliers 11.- Parent Company 12.- Tax payables 13.- Social security 14.- Other payables TOTAL PAYABLES E) ACCRUED EXPENSES AND DEFERRED INCOME b) accrued expenses and other deferred income TOTAL ACCRUED EXPENSES AND DEFERRED INCOME TOTAL LIABILITIES AND EQUITY Memorandum Accounts 3.- Purchase and sale commitments 4.- Other memorandum accounts TOTAL MEMORANDUM ACCOUNTS (valori in Euro) 31.12.2004 31.12.2003 43,300,000 24,284,924 67,584,924 69,000,000 58,746,744 127,746,744 253 Rai Group Schedules - Financial Statements of subsidiaries Rai Way S.p.A. Income Statement (Euro) 31.12.2004 A) VALUE OF PRODUCTION 1.- Revenues from sales and services 3.- Changes in contract work in process 4.- Capitalisation of internal development/construction costs 5.- Other revenues and income a) operating grants b) gains on disposal of assets c) sundry TOTAL VALUE OF PRODUCTION B) PRODUCTION COSTS 6.- Cost of raw materials, supplies and consumables 7.- Cost of services 8.- Rent, leasing and similar costs 9.- Personnel costs a) salaries and wages b) social security c) staff severance pay d) pensions and similar liabilities e) other costs 10.- Amortisation, depreciation and writedowns a) amortisation b) depreciation d) writedowns of current receivables and cash and cash equivalents 11.- Changes in inventories of raw materials, supplies, consumables and merchandise 12.- Provisions for risks 13.- Other provisions 14.- Sundry operating costs TOTAL PRODUCTION COSTS Operating profit/(loss) C) FINANCIAL INCOME AND EXPENSE 16.- Other financial income a) non-current receivables . sundry d) income other than the above 17.- Interest and other financial expense c) interest and commission expense to Parent Company d) interest and commission expense to others and sundry expense 17 bis.-Exchange gains and losses TOTAL FINANCIAL INCOME AND EXPENSE D) VALUE ADJUSTMENTS TO FINANCIAL ASSETS E) EXTRAORDINARY INCOME AND EXPENSE 20.- Extraordinary income b) prior-year income and non-existent assets 21.- Extraordinary expense b) prior-years taxes c) sundry TOTAL EXTRAORDINARY INCOME AND EXPENSE Profit (loss) before taxes 22.- Income taxes for the year: current, deferred tax assets and liabilities 23.- Net profit (loss) for the year 254 31.12.2003 202,336,724 10,291 579,269 197,956,055 (72,661) 658,868 989,623 17,406 3,145,540 207,078,853 10,026 3,896,208 202,448,496 (3,317,520) (42,910,986) (51,514,377) (3,582,867) (42,756,997) (53,193,102) (32,394,082) (9,172,454) (2,445,063) (847,219) (430,641) (45,289,459) (31,214,397) (8,996,163) (2,418,535) (822,448) (261,710) (43,713,253) (1,225,950) (39,006,875) (186,000) (40,418,825) (1,490,469) (37,701,141) (195,000) (39,386,610) 275,381 (315,000) (1,799,000) (5,131,456) (190,421,242) 495,925 (535,774) (1,540,842) (4,133,317) (188,346,837) 16,657,611 14,101,659 43,469 18,954 62,423 33,184 721,254 754,438 (199,249) (745,020) (944,269) 120,799 (761,047) (558,067) (2,635,832) (3,193,899) (56,969) (2,496,430) - - 886,181 1,540,235 (4,454) (4,454) 881,727 16,778,291 (8,998,448) 7,779,843 (20,047) (1,200) (21,247) 1,518,988 13,124,217 (8,001,644) 5,122,573 Rai Group Schedules - Financial Statements of subsidiaries Sipra - Societ Italiana Pubblicit per Azioni Name: Sipra – Società Italiana Pubblicità per Azioni Date of incorporation: 9 April 1926 Purpose: The company’s purpose is the acquisition and exploitation of any kind of advertising, specifically advertising through radio and TV broadcasting stations; the acquisition of control or a share, both directly or indirectly, in the exploitation of any radio electric application. The company may also acquire, grant and sell equity investments in similar companies, in accordance with Article 2361 of the Italian Civil Code and the limitations imposed by Law 103 of 14 April 1975, in any company provided that the Board of Directors believes it is in the interest of the Company. It may perform any commercial, industrial and financial, movable and immovable transaction in order to pursue the company’s purpose. Share capital: 10,000,000 Euro 100,000 shares with a par value of 100 Euro each Rai 100% Employees: 428 on permanent contract 22 on fixed-term contract Board of Directors: Chairman: Managing Director: General Manager: Directors: Secretary: Board of Statutory Auditors: Chairman: Permanent Statutory Auditors: Alternate Statutory Auditors: Raffaele Ranucci Mario Antonio Bianchi Maurizio Braccialarghe Fabio Belli Giuliana Del Bufalo Ugo Zanello Laura Paschetto Salvatore Randazzo Carlo Dominici Giuseppe Ferrazza Augusto Giovannelli Giuseppe Peri Financial Statements 2004 Approved by the Shareholders in the Meeting of 19 April 2005 255 Rai Group Schedules - Financial Statements of subsidiaries Sipra Balance Sheet - Assets A) SUBSCRIBED CAPITAL UNPAID B) NON-CURRENT ASSETS I. INTANGIBLE ASSETS 7.- Other intangible assets TOTAL INTANGIBLE ASSETS II. TANGIBLE ASSETS 1.- Land and buildings 4.- Other tangible assets TOTAL TANGIBLE ASSETS III. FINANCIAL ASSETS 2.- Receivables d) others TOTAL FINANCIAL ASSETS TOTAL NON-CURRENT ASSETS C) CURRENT ASSETS I. INVENTORIES 4.- Finished goods and merchandise b) merchandise TOTAL INVENTORIES II. CURRENT RECEIVABLES 1.- Customers 4.- Parent Companies 4.bis - Tax receivables 4.ter - Deferred tax assets 5.- Others TOTAL CURRENT RECEIVABLES 256 (Euro) 31.12.2004 31.12.2003 - - 1,487,115 1,487,115 1,469,567 1,469,567 29,881,919 1,707,945 31,589,864 31,521,260 640,015 32,161,275 445,667 445,667 33,522,646 542,472 542,472 34,173,314 89,093 89,093 131,517 131,517 306,282,804 72,960,651 886,912 876,545 13,558,738 394,565,650 273,879,010 74,938,044 1,046,426 585,920 13,432,351 363,881,751 III. CURRENT FINANCIAL ASSETS IV. CASH AND CASH EQUIVALENTS 1.- Cash at banks and post offices 3.- Cash and cash equivalents on hand TOTAL CASH AND CASH EQUIVALENTS TOTAL CURRENT ASSETS - - 597,930 100,185 698,115 395,352,858 98,941 41,264 140,205 364,153,473 D) ACCRUED INCOME AND PREPAID EXPENSES b) accrued income and other prepaid expenses TOTAL ACCRUED INCOME AND PREPAID EXPENSES TOTAL ASSETS 1,047,997 1,047,997 429,923,501 1,036,099 1,036,099 399,362,886 Rai Group Schedules - Financial Statements of subsidiaries Sipra Balance Sheet - Liabilities and Equity (Euro) 31.12.2004 31.12.2003 10,000,000 1,113,870 2,000,000 10,815,690 18,537,606 42,467,166 10,000,000 1,113,870 2,000,000 10,758,437 8,257,253 32,129,560 B) PROVISIONS FOR LIABILITIES AND RISKS 2.- current and deferred taxes 3.- other provisions for liabilities and risks TOTAL PROVISIONS FOR LIABILITIES AND RISKS 1,153,169 4,590,408 5,743,577 54,043 4,129,046 4,183,089 C) STAFF SEVERANCE PAY 9,498,321 9,074,088 D) PAYABLES 6.- Advances 7.- Suppliers 11.- Parent Company 12.- Tax payables 13.- Social security institutions 14.- Other payables TOTAL PAYABLES 3,067,152 11,519,573 345,623,530 6,042,177 1,925,578 3,592,948 371,770,958 3,047,129 12,391,743 333,066,037 800,172 1,217,533 3,014,399 353,537,013 E) ACCRUED EXPENSES AND DEFERRED INCOME b) accrued expenses and other deferred income TOTAL ACCRUED EXPENSES AND DEFERRED INCOME TOTAL LIABILITIES AND EQUITY 443,479 443,479 429,923,501 439,136 439,136 399,362,886 A) EQUITY I. SHARE CAPITAL II. SHARE PREMIUM RESERVE IV. LEGAL RESERVE VII. OTHER RESERVES IX. NET PROFIT (LOSS) FOR THE YEAR TOTAL EQUITY Memorandum Accounts 3.- Purchase and sale commitments 4.- Other memorandum accounts - Bank guarantees received in the interest of third parties - Bank guarantees received - Mortgage from third parties TOTAL MEMORANDUM ACCOUNTS (Euro) 31.12.2004 31.12.2003 997,068 518,734 33,590,705 2,542,422 268,969 36,402,096 37,399,164 24,823,418 2,346,636 268,969 27,439,023 27,957,757 257 Rai Group Schedules - Financial Statements of subsidiaries Sipra Income Statement (Euro) 31.12.2004 A) VALUE OF PRODUCTION 1.- Revenues from sales and services 5.- Other revenues and income TOTAL VALUE OF PRODUCTION B) PRODUCTION COSTS 6.- Cost of raw materials, supplies and consumables 7.- Cost of services 8.- Rent, leasing and similar costs 9.- Personnel costs a) salaries and wages b) social security c) staff severance pay e) other costs 10.- Amortisation, depreciation and writedowns a) amortisation b) depreciation d) writedowns of current receivables and cash and cash equivalents 11.- Changes in inventories of raw materials, supplies, consumables and merchandise 12.- Provisions for risks 13.- Other provisions 14.- Sundry operating costs TOTAL PRODUCTION COSTS Operating profit/(loss) C) FINANCIAL INCOME AND EXPENSE 16.- Other financial income a) non-current receivables . sundry d) income other than the above . interest and commission income from Parent Company . interest and commission income from others and sundry income 17.- Interest and other financial expense c) interest and commission expense to Parent Company d) interest and commission expense to others and sundry expense 17 bis.-Exchange gains and losses TOTAL FINANCIAL INCOME AND EXPENSE D) VALUE ADJUSTMENTS TO FINANCIAL ASSETS E) EXTRAORDINARY INCOME AND EXPENSE 20.- Extraordinary income b) prior-year income c) extraordinary income 21.- Extraordinary expense b) prior-year taxes c) prior-year losses TOTAL EXTRAORDINARY INCOME AND EXPENSE Profit (loss) before taxes 22.- Income taxes for the year: current, deferred tax assets and liabilities 23.- Net profit (loss) for the year 258 31.12.2003 1,220,054,141 8,209,892 1,228,264,033 1,096,886,652 7,178,443 1,104,065,095 (4,579,694) (1,159,580,187) (1,966,655) (4,359,515) (1,053,808,865) (1,841,569) (18,735,424) (6,284,870) (1,481,442) (1,086,061) (27,587,797) (16,743,177) (5,684,374) (1,417,076) (1,070,414) (24,915,041) (1,484,619) (2,002,826) (3,487,445) (1,450,357) (2,356,254) (1,431,000) (5,237,611) (42,424) (547,931) (101,893) (2,406,537) (1,200,300,563) (35,618) (760,140) (110,933) (2,276,547) (1,093,345,839) 27,963,470 10,719,256 11,597 16,086 1,141,100 713,508 1,854,608 1,067,130 1,493,653 2,560,783 (19,014) (118,904) (137,918) (306) 1,727,981 (18,390) (76,490) (94,880) (200) 2,481,789 - - 1,113,670 1,036,027 2,178,472 - (1,500) (8,527) (10,027) 2,139,670 31,831,121 (13,293,515) 18,537,606 (16,846) (40,689) (57,535) 2,120,937 15,321,982 (7,064,729) 8,257,253 Rai Group Schedules - Financial Statements of subsidiaries Sacis S.p.A. - Commerciale Iniziative Spettacolo (in liquidation — resolution of 23 January 1998) Name: Sacis S.p.A. Commerciale Iniziative Spettacolo Date of incorporation: Purpose: 04 June 1955 The company’s purpose is to be active in the show business. Share capital: 102,000 Euro 200,000 shares with a par value of 0.51 Euro each Rai 100% Employees: none Liquidator: Eugenio Quaglia Board of Statutory Auditors: Chairman: Permanent Statutory Auditors: Roberto Ascoli Alternate Statutory Auditors: Michele Giura Francesco Mariani Paolo Saraceno Pier Giorgio Tomassetti Financial Statements 2004 Approved by the Shareholders in the Meeting of 22 March 2005 259 Rai Group Schedules - Financial Statements of subsidiaries Sacis Balance Sheet - Assets A) SUBSCRIBED CAPITAL UNPAID B) NON-CURRENT ASSETS I. INTANGIBLE ASSETS II. TANGIBLE ASSETS III. FINANCIAL ASSETS 2.- Receivables d) others . amounts falling due after one year TOTAL FINANCIAL ASSETS TOTAL NON-CURRENT ASSETS C) CURRENT ASSETS I. INVENTORIES II. CURRENT RECEIVABLES 1.- Customers 4.- Parent Company 4.bis - Tax receivables 5.- Others TOTAL CURRENT RECEIVABLES 260 (Euro) 31.12.2004 31.12.2003 - - - - 36,152 36,152 36,152 36,152 36,152 36,152 - - 19,742 5,579,183 51,654 2,119 5,652,698 19,021 5,712,641 63,497 1,659 5,796,818 III. CURRENT FINANCIAL ASSETS IV. CASH AND CASH EQUIVALENTS 1.- Cash at banks and post offices 3.- Cash and cash equivalents on hand TOTAL CASH AND CASH EQUIVALENTS TOTAL CURRENT ASSETS - - 554 248 802 5,653,500 645 104 749 5,797,567 D) ACCRUED INCOME AND PREPAID EXPENSES TOTAL ASSETS 5,689,652 5,833,719 Rai Group Schedules - Financial Statements of subsidiaries Sacis Balance Sheet - Liabilities and Equity (Euro) 31.12.2004 31.12.2003 A) EQUITY I. SHARE CAPITAL IV. LEGAL RESERVE VII. OTHER RESERVES IX. NET PROFIT (LOSS) FOR THE YEAR TOTAL EQUITY 102,000 20,400 1,914,146 (52,921 ) 1,983,625 102,000 20,400 1,953,687 (39,541) 2,036,546 B) PROVISIONS FOR LIABILITIES AND RISKS 1.- pensions and similar liabilities 3.- other provisions for liabilities and risks TOTAL PROVISIONS FOR LIABILITIES AND RISKS 1,115 3,398,111 3,399,226 1,115 3,527,591 3,528,706 - - 103 305,794 904 306,801 90 260,703 6,993 681 268,467 5,689,652 5,833,719 C) STAFF SEVERANCE PAY D) PAYABLES 4.- Due to banks 7.- Suppliers 12.- Tax payables 14.- Other payables TOTAL PAYABLES E) ACCRUED EXPENSES AND DEFERRED INCOME TOTAL LIABILITIES AND EQUITY Memorandum Accounts 3.- Purchase and sale commitments a) purchase commitments 4.- Other memorandum accounts TOTAL MEMORANDUM ACCOUNTS (Euro) 31.12.2004 31.12.2003 2,496 2,496 29,955 9,296 39,251 261 Rai Group Schedules - Financial Statements of subsidiaries Sacis Income Statement (Euro) 31.12.2004 A) VALUE OF PRODUCTION 1.- Revenues from sales and services 5.- Other revenues and income c) sundry TOTAL VALUE OF PRODUCTION B) PRODUCTION COSTS 6.- Cost of raw materials, supplies and consumables 7.- Cost of services 8.- Rent, leasing and similar costs 12.- Provisions for risks 14.- Sundry operating costs TOTAL PRODUCTION COSTS Operating profit/(loss) C) FINANCIAL INCOME AND EXPENSE 16.- Other financial income d) income other than the above . interest and commission income from others and sundry income 17.- Interest and other financial expense d) interest and commission expense to others and sundry expense 17 bis.-Exchange gains and losses TOTAL FINANCIAL INCOME AND EXPENSE D) VALUE ADJUSTMENTS TO FINANCIAL ASSETS E) EXTRAORDINARY INCOME AND EXPENSE 20.- Extraordinary income b) prior-year income and non-existent assets 21.- Extraordinary expense c) sundry TOTAL EXTRAORDINARY INCOME AND EXPENSE Profit (loss) before taxes 23.- Net profit (loss) for the year 262 31.12.2003 42,103 24,968 151,578 193,681 80,828 105,796 (6) (197,745) (31,709) (22,270) (251,730) (132,918) (31,455) (7,747) (25,010) (197,130) (58,049) (91,334) 7 7 (787) (787) (663) (1,443) 10,211 10,211 (798) (798) 657 10,070 - - 7,156 7,156 52,736 52,736 (585) (585) 6,571 (52,921) (52,921) (11,013) (11,013) 41,723 (39,541) (39,541) Rai Group Schedules Financial Statements of Associated Companies (key figures) 263 Rai Group Schedules - Financial Statements of Associated Companies Audiradio S.r.l. Date of incorporation: 22 March 1996 Purpose: Objective and impartial surveys using the most suitable and modern means and systematic diffusion of national, regional and sub-regional data regarding radio audiences in Italy for advertising purposes. Share capital: 234,000 Euro Owned by: RAI 33.33%; minority interests 66.67% Financial Statements 2004 Approved by the Shareholders in the Meeting of 19 April 2005 Auditel S.r.l. Date of incorporation: 3 July 1984 Purpose: Objective and impartial surveys using the most suitable and modern means and systematic diffusion of national, regional and sub-regional data regarding TV audiences in Italy for advertising purposes. Share capital: 300,000 Euro Owned by: RAI 33%; minority interests 67% Financial Statements 2004 Approved by the Shareholders in the Meeting of 20 April 2005 264 Rai Group Schedules - Financial Statements of Associated Companies Secemie - Soci t Anonyme Date of incorporation: 30 June 1992 Purpose: Satellite broadcasting of multi-language news bulletins Share capital: 3,829,395 Euro (255,293 shares with a par value of 15 Euro each) Owned by: RAI 21.65%; minority interests 78.35% Financial Statements 2004 Approved by the Shareholders Board on 10 May 2005 San Marino RTV - S.p.A. Date of incorporation: 8 August 1991 Purpose: The company uses the concession for the radio and TV broadcasting of the Republic of San Marino, specifically: the installation and technical operation of radio and TV broadcasting facilities; the exclusive operation of the radio broadcasting services in the Republic of San Marino, considering the public interest of the same; the performance of activities in the production and marketing of radio and TV programmes, organisation of shows and sports events, cultural events and activities, including the development of relationships with the State, with other entities and Companies operating in these sectors; any other activity that is considered useful to ensure that the radio and TV broadcasting company is managed in a cost-efficient manner, provided that any such activity is connected or related to the company management. Share capital: 516,460 Euro 1,000 shares with a par value of 516.46 Euro each RAI 50%; ERAS 50% Owned by: Servizi Contabili e Fiscali – S.C.F. S.r.l. 95% Financial Statements 2004 Approved by the Shareholders in the Meeting of 18 April 2005 265 Rai Group Schedules - Financial Statements of Associated Companies Summary of financial statements 2004 of Associated companies Balance Sheet at 31 December 2004 ASSETS SUBSCRIBED CAPITAL UNPAID AUDIRADIO AUDITEL SAN MARINO RTV SECEMIE - - - - - NON-CURRENT ASSETS Intangible assets 3,046 240 61,544 Tangible assets 4,047 14,435 378,629 - Financial assets 7,272 7,649 10,640 763,269 CURRENT ASSETS Inventories Current receivables Current financial assets Cash and cash equivalents ACCRUED INCOME AND PREPAID EXPENSES TOTAL ASSETS Balance Sheet at 31 December 2004 LIABILITIES AND EQUITY - - 9,511 1,006,030 84,197 867,802 6,421,908 1,294,269 - - - 552,159 2,468,156 1,713,149 116,010 23,551 1,621 6,156 49,156 - 2,568,339 2,609,431 7,047,398 3,639,278 AUDIRADIO AUDITEL SAN MARINO RTV SECEMIE 682,181 660,883 5,043,899 904,545 73,363 47,981 346,906 1,616,021 - - 180,000 2,050 26,125 309,258 113,503 - 1,777,113 1,569,679 1,354,340 1,116,662 9,557 21,630 8,750 - 2,568,339 2,609,431 7,047,398 3,639,278 EQUITY Share capital, reserves and shareholders’ capital payments Net profit (loss) for the year PROVISIONS FOR LIABILITIES AND RISKS STAFF SEVERANCE PAY PAYABLES ACCRUED EXPENSES AND DEFERRED INCOME TOTAL LIABILITIES AND EQUITY 266 Rai Group Schedules - Financial Statements of Associated Companies INCOME STATEMENT 2004 VALUE OF PRODUCTION PRODUCTION COSTS FINANCIAL INCOME AND EXPENSE VALUE ADJUSTMENTS TO FINANCIAL ASSETS EXTRAORDINARY INCOME AND EXPENSE Income taxes for the year NET PROFIT (LOSS) FOR THE YEAR AUDIRADIO AUDITEL SAN MARINO RTV SECEMIE 2,267,216 11,408,741 4,753,730 17,163,932 (2,165,108) (11,310,849) (4,475,071) (11,537,316) 30,795 39,418 68,247 (3,711,514) - - - - - (3,943) - (215,481) (59,540) (85,386) - (83,600) 73,363 47,981 346,906 1,616,021 267 Rai Radiotelevisione italiana SpA Parent Company: Company name: Share capital: Registered office: Rai - Radiotelevisione italiana SpA 242,518,100.00 Euro fully paid-up Viale Giuseppe Mazzini, 14 - 00195 Rome Produced by Rai SpA Administration Department Consulting and Editing Ergon Comunicazione Printed in October 2005
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