TIDMSKY
RNS Number : 8561F
Sky PLC
31 October 2018
Sky plc - Annual Financial Report
Sky plc (the 'Company') released its preliminary announcement of
annual results for the year ended 30 June 2018 ('Preliminary
Announcement') on 26 July 2018. Further to the Preliminary
Announcement, the Company confirms that the Annual Report 2018 has
been published today and is available on the Company's website at
www.skygroup.sky/corporate/investors. It has also been submitted to
the National Storage Mechanism and will shortly be available for
viewing at www.morningstar.co.uk/uk/NSM.
The following note from Jeremy Darroch has been appended to the
copy of the Annual Report 2018 on our website to provide further
context for the reader:
"This annual report covers the period from 1 July 2017 to 30
June 2018, and was completed and signed off by the Board and our
auditors on 25 July 2018. At this time, both Twenty First Century
Fox ("21CF") and Comcast had made firm offers for the company and
the offer process was ongoing.
Following an auction process led by the Takeover Panel, on 22
September 2018 the Independent Directors recommended Comcast's
superior offer of GBP17.28 per Sky share to shareholders. This
valued Sky at GBP29.7 billion and demonstrated the strength of our
business and its position across Europe. Subsequently, on 9 October
2018 Comcast announced they had acquired over 75% of the voting
rights of Sky and their offer had therefore become wholly
unconditional, meaning our business had become part of a global and
world-class entertainment organisation. We expect Sky shares to
cease trading on the London Stock Exchange on 7 November 2018.
It was nearly 30 years ago that Rupert Murdoch took a risk to
launch our company and revolutionise the way people watch TV. The
support of 21CF over that time, including James' Chairmanship of
our business, has enabled Sky to grow in to one of Europe's leading
direct-to-consumer media and entertainment companies. I would
personally like to thank Rupert, James and 21CF for their
consistent support as shareholders, Board members and friends.
I'd additionally like to thank those Board members - Chase
Carey, Tracy Clarke, Martin Gilbert, Adine Grate, John Nallen,
Matthieu Pigasse, Andy Sukawaty and Katrin Wehr-Seiter - who have
or will shortly join James in stepping down from the Board. They
have all made a significant contribution to the success of Sky and
have continually looked after the interests of all
shareholders.
This is the beginning of the next exciting chapter for Sky and I
look forward to bringing our business together with Comcast for the
benefit of customers, colleagues and the communities in which we
operate. As part of a broader organisation our momentum will only
increase and our aim is to make the next 30 years equally as
successful as the last. I'm very proud by what we've achieved at
Sky and I'm equally excited about the opportunities that still lie
ahead."
A condensed set of the Company's financial statements was
included in the Preliminary Announcement and the appendix to this
announcement contains additional information which has been
extracted from the Annual Report dated 25 July 2018 (the 'Annual
Report') for the purposes of compliance with the FCA's DTRs and
should be read together with the Preliminary Announcement. Both
documents can be downloaded from the Company's website at
www.skygroup.sky/corporate/investors.
Together these constitute the information required by DTR 6.3.5
which is required to be communicated to the media in full unedited
text through a Regulatory Information Service. Page and note
references in the text below refer to page numbers and notes in the
Annual Report 2018.
Appendix
OVERVIEW AND RECENT DEVELOPMENTS
The global media and entertainment industry is changing at pace.
Consumers' viewing behaviours are evolving and the rate of
innovation and technological change is accelerating. Competition
continues to intensify, especially for direct relationships with
consumers, and with this the quality and quantity of what's on
screen is increasing. In a world of almost unlimited choice,
consumers are becoming more discerning, seeking out better curation
and quality from brands they trust, while spending more time than
ever watching video content.
As the original direct-to-consumer media and entertainment
business, Sky is uniquely well positioned to succeed in today's
environment. We've remained flexible in our approach, building out
our portfolio of products and services in order to bring better
content and innovation to all our customers, connecting them in
ways that most suit their needs. We package together programmes
from the world's best partners with our very own home-grown
content. We have a strong brand that now has significant reach
across multiple and growing territories. Our people are highly
engaged and committed and our infrastructure is robust, enabling us
to deliver the very best front-line service to customers.
We've delivered an excellent set of results and have put in
place the building blocks for future growth
Our approach is working. Revenue for the period is up 5% to
GBP13.6 billion, with growth in each of our territories. EBITDA
from our Established businesses is up 11% to GBP2.5 billion and up
9% when taking into account the investments we've made this year in
Sky Mobile and our expansion into Spain.
This strong financial performance has been delivered against the
backdrop of a challenging consumer environment, demonstrating the
continual improvement in our broad set of products and services,
and our focus on providing value for money to all our customers. We
now have a customer base of over 23 million households across
Europe who are taking over 63 million Sky products. This year
alone, we sold a further 3.1 million products, with particularly
strong take-up of Sky Q multiscreen, Ultra HD and Sky Mobile.
Importantly, this year has been about establishing and opening
up new opportunities for growth. In the UK, we've agreed a
cross-supply deal with BT and renewed our Premier League rights,
meaning customers will have the best choice of sport through one
Sky TV subscription. In Italy, we have transformed the business
into a major multi-product, multi-platform company. We reached
landmark agreements with Mediaset and Open Fiber that will allow us
to expand our product reach to more customers, plus launch a
triple-play offering as well as developing our Sky over IP service.
In Germany and Austria, we significantly upgraded all of our
products and services, and launched Sky Q to transform the viewing
experience. Additionally, we agreed European partnerships with
Spotify and Netflix, which will further enhance the whole home
entertainment experience on the Sky Q platform and provide our
customers with even greater value from their subscription.
More of the very best content available
All of this has been achieved at the same time as delivering for
customers today. We offer our customers the best and broadest range
of content and ensure we have something for every home and everyone
in that home. We know our customers want exclusive, high-quality
local storytelling that is differentiated from free-to-air and OTT
offerings, which is why we have significantly increased our
investment in Sky original productions in each of our markets. Over
the course of calendar year 2018 we're showing an average of one
Sky original a week, including at least 10 big dramas. Alongside
ramping up the quantity, we're focused on step changing the quality
and scale of what we produce. We're attracting the very best
writers, directors and acting talent in each of our markets,
including global stars such as Benedict Cumberbatch, who starred in
the critically acclaimed Patrick Melrose, which has now been
nominated for five Emmy Awards; Lars Eidinger, our award-winning
Babylon Berlin actor; Alessandro Cattelan, our X Factor host and
one of Italy's most talented showmen; and writer of Britannia, Jez
Butterworth. This in turn is allowing us to increase the
international distribution of our programmes, recoup a significant
percentage of our costs and thereby enable further investment in
the overall customer experience.
Alongside our great entertainment portfolio, our customers also
benefit from a sports offering that is second to none. This year,
we've built on important partnerships and secured rights that will
enable us to reach even more sports fans.
We successfully renewed our Premier League rights in the UK at a
lower overall cost versus our contract today, and in Italy secured
a significant increase in the number of exclusive Serie A games at
a lower price per exclusive game than the previous seasons. For the
first time in Germany and Austria, we will take UEFA Champions
League exclusive to pay TV from next season, plus air the Austrian
Bundesliga.
In news, the quality of original journalism from Sky News was
once again recognised in 2018 with the channel taking home two RTS
Awards, including News Channel of the Year, and a BAFTA for its
coverage of the Rohingya humanitarian crisis. The channel continued
to champion important causes, leading the way in the gender
equality debate with its 100 Women series, and pushing
technological boundaries, becoming the only broadcaster to show the
Royal Wedding in Ultra HD.
In Italy, Sky TG24 has completed the transfer of its operations
to our Milan headquarters and opened a new editorial office in
Rome. The new premises have been equipped with the latest
technology to ensure the highest-quality news output.
Offering customers the best ways to watch
Along with our curation of the best range of content, we have
further developed and improved the customer viewing experience in
each of our territories, making it easier for new customers to
watch on a platform that best works for them and giving them the
flexibility to join at a price point to suit their needs. We remain
agnostic to how customers choose to watch their favourite
programmes, be it via satellite, through our on demand services, on
our NOW TV and Sky Ticket streaming platforms, or across DTT. In
fact, over 70% of our customers now have the ability to access our
content through our hybrid model of both satellite and streaming
delivery.
Our investment in Sky Q is paying off. Sky Q customers are
watching more - on average, an hour more of TV a day - transacting
more, and are more loyal to Sky, demonstrating the strength of the
Sky Q platform as Europe's leading home entertainment service. We
are therefore committed to getting Sky Q into more homes to the
benefit of both our customers and our business. Following its
launch in Italy in November and in Germany and Austria in May, Sky
Q is now in over 3.6 million homes across Europe and we'll continue
to push its penetration in the year ahead.
In order to help us achieve this, we're going to make the
platform even better. In February, we announced the next stage in
Sky Q's development with a new and improved user interface along
with enhanced personalisation, allowing customers to find their
favourite programmes more easily. In the year ahead, we're rolling
out new Kids and Sports modes, plus extending our voice
functionality.
The launch of Sky Q in Germany and Austria was just one part of
our comprehensive upgrade to our service in these markets. In order
to realise the full growth potential in these territories over the
longer term, we used insights and designs from across the Group to
transform the viewing experience for our customers across each of
our existing platforms. Combined with the launch of a new, simpler
pricing structure and a new customer service centre in Berlin,
these significant initiatives will enable us to push ahead with our
next leg of growth in this market.
In Italy, Sky Q is at the heart of our segmentation strategy,
which is focused on building a solution for every household,
combining the best of Group and local initiatives. When taken
together with our streaming platforms, DTT and Sky over IP
services, this expansive product portfolio means we've never been
in a better position for long-term growth.
We continue to drive deeper product penetration among all our
customers. Sky Mobile is now in over half a million homes in the UK
and we've recently signed a new deal with Telefónica that will
further strengthen this area of our UK business. In the year ahead,
we will increase our penetration of fibre broadband customers with
the launch of a new router, ensuring our customers are receiving
the best experience no matter which platform they use to access our
services.
Our customer service is best in class
We know customers want the best experience whenever they
interact with Sky and giving them excellent customer service
remains at the forefront of everything we do. We have embraced data
and automation to keep making customer interactions simpler and
quicker, driving higher satisfaction scores as well as delivering
further efficiency within our business.
In the UK, we have once again been recognised by Ofcom for our
superior service and have launched our VIP loyalty programme,
rewarding customers the longer they remain with us. We also
continue to make great progress with our Digital First service
delivery through the new My Sky app, which has now been enhanced to
include engineer tracking, putting an end to customers having to
wait in for the engineer to arrive. In Germany and Austria, we have
similarly launched the Mein Sky service app as we take our next
steps in digital service in these markets. We will also be
launching a loyalty programme there in September, replicating the
success of similar initiatives in Italy and, more recently, the
UK.
Our growing social impact
Our contribution to the cultural, economic and social life of
the communities in which we live and work has never been greater.
I'm proud we continue to grow as a business that plays its part in
making a difference and bringing about change in the issues that
both we and our customers care about.
Sky has a strong history of taking the lead on environmental
issues that matter to our customers. We are currently the only FTSE
100 firm committed to eliminating the use of single-use plastics
from our operations, products and supply chain by 2020 and are on
track to do so. In the past year, we've already eliminated the use
of disposable coffee cups, a simple act saving 12 tonnes of annual
plastic waste, or seven million cups. We are also using our voice
and reach to raise awareness of the crisis in ocean health through
our Sky Ocean Rescue campaign, and are inspiring others to make
changes through new partnerships with the likes of National
Geographic and the Premier League. This year also saw us establish
Sky Ocean Ventures, which will help find solutions to the
single-use plastics issue we face by investing in breakthrough
ideas for the future.
We also invest in and are passionate about helping high-
potential young people receive the support they need for their
talent to flourish. As well as our Sports Scholars programme, which
has now expanded into Europe, we have two new scholarship
programmes in the UK. The first, in partnership with National
Geographic, gives grants to young innovators to enhance the impact
of their scientific research into ocean health. The second sponsors
female entrepreneurs working in technology and underpins our
commitment to increase the number of women working in this
field.
Sky's people are our greatest asset
The people who work for Sky across our seven territories are
central to our success. I am very grateful every day for their hard
work, enthusiasm and dedication to making Sky an even better place
to work and to creating even better services for our customers. The
restlessness, creativity and ability to get things done, which has
always been at the heart of Sky, has never been more apparent and
it's through our people that our ethos 'believe in better' remains
strong.
Perfectly placed to succeed
We exit the year in a strong position. In our vibrant and
dynamic markets, we have the right strategy, infrastructure, people
and culture in place to continue delivering for customers and
shareholders. This will be achieved while meeting our
responsibilities as a large business and using our expanding reach
across Europe in the interests of all our stakeholders. As
direct-to-consumer relationships become more important than ever
before, Sky is a business that is well positioned to succeed.
FINANCIAL REVIEW
We've delivered another set of strong results with like-for-like
revenues up 5%, Established EBITDA up 11% and EPS up 10%.
Group financial performance
Unless otherwise stated, all numbers are presented on an
adjusted basis for the year ended 30 June 2018. For comparative
amounts in the prior year down to operating profit, numbers are
translated at a constant currency rate of EUR1.13:GBP1 being the
average exchange rate prevailing in the year to 30 June 2018, while
content revenue and programming costs also exclude the one-off sale
of the Rio Olympic rights in Italy in the prior year.
Adjusted results exclude items which may distort comparability
in order to provide a measure of underlying performance. Such items
arise from events or transactions that fall within the ordinary
activities of the Group but which management believes should be
separately identified to help explain underlying performance.
Further details of the adjusting items impacting the Group can be
found in note 8 to the consolidated financial statements. A
reconciliation of the Group's statutory and adjusted consolidated
income statement can be found in the Non-GAAP measures section of
the consolidated financial statements on page 135.
Revenue
Group revenues increased by GBP588 million, or 5%, to GBP13,585
million (with growth of GBP669 million or 5% on a statutory basis,
at actual exchange rates).
We delivered growth in each territory, with the UK and Ireland
up 4% (+GBP331 million), Germany and Austria up 6% (+GBP107
million) and Italy up 6% (+GBP150 million). We also delivered
revenue growth in each category.
Direct-to-consumer revenue, our largest revenue category, grew
by 3% or GBP396 million to GBP11,830 million, driven by a number of
factors. These include: the increased size of our customer base;
greater product penetration, as we grow into Sky Fibre, Sky Q and
Sky Mobile; a higher number of pay- as-you-go buys; the full-year
benefit from our home communications price rise in the UK in March
2017; and a price rise in Italy in October 2017.
Content revenue strongly increased by 15% (+GBP110 million) to
GBP838 million as we monetised our growing investment in original
programming. Similarly advertising revenue grew 10% (+GBP82
million) to GBP917 million with each territory outperforming its
market.
An analysis of revenue by category for each territory for the
current and prior year is provided in note 2 to the consolidated
financial statements.
Costs
We made excellent progress in operating efficiency, with
operating costs as a percentage of revenue improving by 70 basis
points, and as a result total costs of GBP12,011 million increased
by 4% (GBP12,551 million or an increase of 5% on a statutory basis,
at actual exchange rates).
We continued to invest on screen for customers, with programming
costs up 4% (+GBP225 million). This includes a GBP153 million step
up in Bundesliga costs in Germany and greater investment in
original drama. This was partly offset by a change to our sports
rights amortisation in the UK, following the repackaging of our
sport channel proposition, to an approach similar to that of Italy
and Germany. As a result we are allocating 97.5% of the Premier
League costs from the 2017/18 season to this fiscal year, with 2.5%
or GBP35 million deferred into the 2019 fiscal year.
Direct network costs increased by 21% as we scaled growth in Sky
Mobile to over half a million customers, and increased fibre
penetration to 38% of the total broadband customer base.
Sales, general and administrative costs were up only 2% (+GBP79
million) and down 70 basis points as a percentage of revenue to
just 33%. We absorbed our increased investment in brand to support
Sky original dramas and the launch of Sky Q in Italy and Germany,
as well as higher depreciation as a result of investment in the
roll-out of Sky Q set-top boxes, Group integration and our UK
campus. This performance reflects the strong progress we have made
driving operating efficiency through the business as well as the
benefit of capitalising rather than fully expensing Sky Q
costs.
An analysis of costs by category for each territory for the
current and prior year is provided in note 2 to the consolidated
financial statements.
Profit and earnings
As a result of our strong revenue growth and excellent progress
in operating efficiency, Established business EBITDA was up 11% to
GBP2,456 million (2017: GBP2,208 million). EBITDA was up 9% after
including the net costs of our investments in Sky Mobile and our
streaming TV service in Spain.
Adjusting for depreciation and amortisation of GBP775 million,
operating profit was up 7% to GBP1,574 million (2017: GBP1,473
million), or up 7% to GBP1,034 million on a statutory basis at
actual exchange rates.
Tax was GBP1 million lower at GBP214 million, at an effective
rate of 15.5% (2017: 17.0%) mainly reflecting the reduction in the
UK rate and the recognition of tax allowances in Italy.
Profit after tax was GBP1,168 million (2017: GBP1,048 million),
resulting in earnings per share of 67.3 pence, up 10% (2017: 61.4
pence) or 47.5p, up 17% on a statutory basis at actual exchange
rates. The total weighted average number of ordinary shares was
1,716 million (2017: 1,710 million shares).
Statutory revenue, profit and adjusting items
Statutory revenue for the year of GBP13,585 million was up 5%
from the prior year (2017: GBP12,916 million), which included the
one-off sale of the Rio Olympic rights in Italy.
Statutory operating profit for the year of GBP1,034 million
(2017: GBP964 million) increased by 7%, reflecting 5% growth in
statutory revenue, progress in operating efficiency and the
movement in foreign currency exchange rates.
Statutory operating profit is after the deduction of net
operating expenses of GBP540 million (2017: GBP504 million)
comprising three elements: (i) the ongoing amortisation of acquired
intangible assets and acquisition-related costs, (ii) one off costs
associated with the offers for the Company and (iii) adjusting
items including the costs of corporate efficiency and restructuring
programmes and the costs of integrating Sky ltalia and Sky
Deutschland, which were partly offset by income received with
respect to regulatory receipts and proceeds from settlements.
GBPm Year to Year to
30 June 2018 30 Jun 2017
------------------------ ------------- ------------
Constant
currency
------------------------ ------------- ------------
Adjusted Results
Revenue 13,585 12,997
EBITDA 2,349 2,151
Operating Profit 1,574 1,473
EPS - adjusted (pence) 67.3 p 61.4 p
------------------------ ------------- ------------
Actual
exchange
rates
------------------------ ------------- ------------
Statutory Results
Revenue 13,585 12,916
Operating Profit 1,034 964
EPS - Statutory (pence) 47.5p 40.6p
------------------------ ------------- ------------
A reconciliation of the Group's statutory and adjusted
consolidated income statement can be found in the Non-GAAP measures
section of the consolidated financial statements on page 135.
Cashflow and net debt
Free cash flow of GBP552 million was GBP277 million lower than
the prior year, reflecting the investment in deploying Sky Q to
customers in each of our markets (cGBP180 million),as well as a
peak year for the payment of upfront deposits on key sports rights
including Premier League, Serie A and English Cricket Board
(cGBP230 million).
Net debt as at 30 June 2018 was GBP6.5 billion (30 June 2017:
GBP6.2 billion). On a pro-forma basis reflecting Sky Bet sale
proceeds actually received on 10 July, net debt would have been
GBP6.0 billion, representing a net debt to EBITDA ratio of 2.6
times.
During the year the Group repaid its October 2017 and February
2018 bonds (GBP787 million) from existing cash resources. The Group
continues to maintain a strong financial position and has ample
headroom to its financial covenants, including excellent liquidity
with cash of GBP1.6 billion as at 30 June 2018 and access to
Revolving Credit Facilities totalling GBP1 billion.
Balance sheet
During the year, total assets decreased by GBP436 million to
GBP18,002 million at 30 June 2018.
Non-current assets increased by GBP160 million to GBP13,264
million, primarily due to an increase of GBP180 million in
intangible assets and property, plant and equipment due to
continued capital investment; an increase in deferred tax assets of
GBP123 million; and an increase in programming distribution rights
of GBP46 million. These movements were offset by a decrease in
non-current derivative financial assets of GBP168 million.
Current assets decreased by GBP596 million to GBP4,378 million
at 30 June 2018, principally due to a GBP878 million decrease in
cash and cash equivalents and short-term deposits, as a result of
repaying two bonds this year from existing cash resources, and a
GBP154 million decrease in derivative financial assets. These
movements were offset by a GBP254 million increase in trade and
other receivables and a GBP192 million increase in inventories.
Total liabilities decreased by GBP609 million to GBP13,982
million at 30 June 2018.
Current liabilities decreased by GBP229 million to GBP5,321
million, primarily due to a GBP527 million decrease in current
borrowings following the repayment of two bonds in the year offset
by the reclassification of non-current borrowing in line with bond
maturities. This was offset by a GBP283 million increase in trade
and other payables as a result of an increase in programming right
payables and the timing of the year end close.
Non-current liabilities decreased by GBP380 million to GBP8,661
million principally due to GBP453 million decrease in the Group's
non-current borrowings following the movement to current borrowings
in the year, offset by a GBP54 million increase in trade and other
payables.
Distributions to shareholders
The Company has remained in an offer period throughout the
year.
On 9 February 2018, shareholders received a 10 pence special
dividend as the 21st Century Fox offer had not become effective by
31 December 2017. Following this, on 23 April 2018, shareholders
received an interim dividend of 13.06 pence per share, representing
an increase of 4% on the interim dividend paid in 2016 and making a
total of 23.06 pence per share.
On 25 April 2018, Comcast announced a firm pre-conditional cash
offer for Sky at an offer price of GBP12.50 per Sky share.
Following the year end, on 11 July 2018, 21st Century Fox announced
a recommended cash offer for the shares in the Company which it (or
its affiliates) did not already own at an offer price of GBP14.00
per Sky share. Subsequently and also on 11 July 2018, Comcast
announced an increased cash offer of GBP14.75 per Sky share which
the Independent Committee of the Board recommended shareholders to
accept.
The increased Comcast offer and increased 21CF offer both
include an amount in lieu of a final dividend in respect of the
financial year ended 30 June 2018, with Comcast and 21CF each
reserving the right to reduce their respective offer prices by some
or all of the amount of any dividend (which is announced, declared,
paid or becomes payable to Sky shareholders). As a result, the
Board is not proposing a final dividend at this stage.
As at As at
1 July 2017 Cash flows Non cash movements 30 June
2018
------------------ ----------------- ---------------- ------------------------------------------------- -----------------
Foreign Fair value
exchange changes
and
------------------
Transfers movements other
----------------- ---------------- --------------- ----------------- ------------- -----------------
GBPm GBPm GBPm GBPm GBPm GBPm
------------------ ----------------- ---------------- --------------- ----------------- ------------- -----------------
Current borrowings 974 (937) 450 (47) 7 447
Non-current
borrowings 8,207 - (450) (18) 15 7,754
Borrowing-related
derivative
financial
instruments (470) 147 - 107 106 (110)
------------------ ----------------- ---------------- --------------- ----------------- ------------- -----------------
Gross debt 8,711 (790) - 42 128 8,091
------------------ ----------------- ---------------- --------------- ----------------- ------------- -----------------
Cash and cash
equivalents (2,200) 586 - (8) - (1,622)
Short-term
deposits (300) 300 - - - -
------------------ ----------------- ---------------- --------------- ----------------- ------------- -----------------
Net debt 6,211 96 - 34 128 6,469
------------------ ----------------- ---------------- --------------- ----------------- ------------- -----------------
Principal risks and uncertainties
The Board has overall responsibility for determining the nature
and extent of the principal risks it is willing to take to achieve
its strategic objectives, as well as establishing and maintaining
the Group's systems of internal control and risk management and
reviewing the effectiveness of those systems.
Additional information on the Group's internal control and risk
management processes is set out in the Corporate Governance Report
and in the Audit Committee Report.
The Group has a formal risk management framework embedded within
the business to support the identification and effective management
of risk across the Group. The divisions within the Group are each
responsible for managing and reporting risk in accordance with the
Group's risk management policy and standards that have been
approved by the Audit Committee.
The risks are then consolidated into a Group risk register which
provides an overview of the Group risk profile.
The Board, through the Audit Committee, conducts a robust
assessment of the Group's principal risks, including those that
would threaten its business model, future performance, solvency or
liquidity, and their mitigation.
The Group risk register is reported to the Audit Committee
typically twice a year.
Detailed controls and any relevant action plans are monitored by
the Group Risk team on an ongoing basis.
There is an ongoing monitoring process which is operated by the
Group Risk team and supported by senior management across the
Group, to identify and report to the Audit Committee on significant
changes or new risks.
The outcome of the UK referendum on EU membership continues to
cause uncertainty in both the political and economic environments
in which we operate. Although the large majority of our revenue is
from subscriptions, we are not immune from the impact of any
economic uncertainty. We do, however, believe that our business
model means that we are comparatively well placed to manage the
consequences of the result and of its effect on the economic
environment. Our operations are conducted mainly on a territorial
basis and our business involves limited movement of goods and
services between the UK and the rest of the EU and, to the extent
that it does, we can adapt our business processes as necessary.
Like all companies, we will need to monitor and manage the
practical implications as they occur. Where appropriate we have
also outlined in the table below the impact of the result on our
principal risks and uncertainties.
This section describes the current principal risks and
uncertainties facing the Group. In addition to summarising the
material risks and uncertainties, the table below gives examples of
how we mitigate those risks.
Description of risk Mitigation
Market and competition:
The Group operates in a highly competitive The Group continues to make significant
environment and faces competition from investments in innovation.
a broad range of organisations. Technological The Group's product development strategic
developments also have the ability to aim is to be at the forefront of progressive
create new forms of quickly evolving technology.
competition.
The Group regularly reviews its pricing
A failure to develop the Group's product and packaging structures to ensure that
proposition in line with changing market its product proposition is appropriately
dynamics and expectations could erode placed within the market.
the Group's competitive position.
The Group works closely with its marketing
Great content is central to Sky's product partners to ensure that the value of
proposition and increased competition its offering is understood and communicated
could impact the Group's ability to effectively to its customers.
acquire content that our customers want
on commercially attractive terms. The Group makes significant investment
in the origination of content as well
Economic conditions have been challenging as in acquisition from across the world.
in recent years across the territories
in which the Group operates and the The Group also works to develop and
outcome of the UK referendum has caused maintain the brand value associated
further economic uncertainty. A significant with its individual channels.
economic decline in any of those territories
could impact the Group's ability to
continue to attract and retain customers
in that territory.
-----------------------------------------------------------------
Regulatory breach and change:
The Group's ability to operate or compete The Group manages these risks through
effectively could be adversely affected active engagement in the regulatory
by the outcome of investigations or processes that affect the Group's business.
by the introduction of new laws, policies The Group actively seeks to identify
or regulations, changes in the interpretation and meet its regulatory obligations
or application of existing laws, policies and to respond to emerging requirements.
and regulations, or failure to obtain This includes, for example:
required regulatory approvals or licences. * Broadcasting - compliance controls and processes are
Please see page 28 of the 'Regulatory in place in the Group's content services. Interaction
matters' section for further details. with the relevant regulatory authorities is
The Group is subject to regulation primarily
under Austrian, German, Irish, Italian, co-ordinated between the relevant local
UK and European Union legislation. Compliance, Regulatory and Legal departments;
The regimes which apply to the Group's * Technical services - with respect to the provision of
business include, but are not limited certain technical services in the UK and Germany,
to: processes are in place to monitor third- party
* Broadcasting - as a provider of audio visual media broadcaster access to the relevant broadcast
services, the Group is subject to Austrian, German, platforms and to ensure that this is provided on fair
Italian and UK licensing regimes under the applicable ,
broadcasting and communications legislation. These reasonable and non-discriminatory terms;
obligations include requirements to comply with
relevant codes and directions issued by the relevant
regulatory authorities, including for example, in the * Telecommunications - compliance controls and
UK, Ofcom's Broadcasting Code, Code on the Scheduling processes are in place
of Television Advertising and Cross-Promotion Code;
in the UK and Ireland, overseen by the
* Technical services - as a provider of certain Customer Compliance Committee, to monitor
technical services in the UK and Germany, Sky UK and compliance and performance against the
Sky Deutschland are subject to regulation in their General Conditions of Entitlement and
respective countries; and the Conditions for the Provision of
Electronic Communications Networks and
Services.
* Telecommunications - Sky UK is subject to the General The Group maintains appropriate oversight
Conditions of Entitlement adopted under the and reporting, supported by training,
Communications Act 2003 (UK) and the Conditions for to provide assurance that it is compliant
the provision of Electronic Communications Networks with regulatory requirements.
and Services under the Communications Regulation Act The Group will monitor carefully future
2002 (Ireland), which impose detailed requirements on developments that arise out of the result
providers of communications networks and services. of the UK referendum and will engage
in any relevant regulatory processes.
The Group is also subject to generally
applicable legislation including, but
not limited to, competition (antitrust),
anti-bribery, consumer protection, data
protection and taxation.
The Group is currently, and may be in
the future, subject to proceedings,
and/or investigation and enquiries from
regulatory and antitrust authorities.
The telecommunications and media regulatory
framework applying to the Group in the
UK and the EU may be subject to greater
uncertainty in the event that the UK
leaves the EU. Potential changes to
the regulatory framework could include
divergence in the long term between
the UK and EU regulation of telecommunications
and media, and changes to certain mutual
recognition arrangements for media and
broadcasting. Sky does not currently
foresee any changes as a result of a
UK exit that would have a material impact
on its business.
Please see page 28 of the 'Regulatory
matters' section for further details.
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Customer service:
A significant part of the Group's business The Group strives consistently to exceed
is based on a subscription model and its customers' expectations, to put
its future success relies on building its customers first, to understand what
long-term relationships with its customers. they want and to be responsive to what
A failure to meet its customers' expectations they say.
with regard to service could negatively The Group makes significant investments
impact the Group's brand and competitive in order to deliver continuous development
position. and improvement to its customer service
capabilities, including investment in
its contact centres across the UK and
Ireland, insourcing of service centres
in Germany and implementing ongoing
training and development plans.
The Group tracks its customer service
performance, benchmarks its customer
service experience and strives to be
best in class.
-----------------------------------------------------------------
Technology and business interruption:
The products and services that the Group The Group makes significant investment
provides to its customers are reliant in technology infrastructure to ensure
on complex technical infrastructure. that it continues to support the growth
A failure in the operation of the Group's of the business and has a robust selection
key systems or infrastructure, such and monitoring process of third-party
as the broadcast platform, customer providers. The Group is committed to
management systems, OTT platforms or achieve best in class business continuity
the telecommunications and mobile networks standards and makes significant investments
on which the Group relies, could cause in the resilience and robustness of
a failure of service to our customers its business infrastructure.
and negatively impact our brand.
The Group also organises regular scenario-based
group-wide business continuity exercises
to ensure ongoing readiness of key staff,
systems and sites.
-----------------------------------------------------------------
Suppliers:
The Group relies on a number of third The Group continues to invest in its
parties and outsourced suppliers operating supply chain infrastructure to support
across the globe to support its business. its business plan commitments. A robust
A significant failure of a supplier supplier selection process is in place
or a discontinuation of supply could with appropriate ongoing management
adversely affect the Group's ability and monitoring of key partners and suppliers.
to deliver operationally.
The Group performs regular audits of
key suppliers and of their installations
and, wherever possible, has dual supply
capability.
-----------------------------------------------------------------
Financial:
The effective management of its financial The Group's finance teams are embedded
exposures is central to preserving the within the business to provide support
Group's profitability. to management and to ensure accurate
The Group is exposed to financial market financial reporting and tracking of
risks and may be impacted negatively our business performance. Reporting
by fluctuations in foreign exchange on financial performance is provided
and interest rates, which create volatility on a monthly basis to senior management
in the Group's results to the extent and the Board.
that they are not effectively hedged. The Group continually invests in the
Any increase in the financial leverage improvement of its systems and processes
of the Group may limit the Group's financial in order to ensure sound financial management
flexibility. and reporting. The Group has a formal
The Group may also be affected adversely Treasury Policy which is reviewed and
by liquidity and counterparty risks. approved by the Audit Committee on an
annual basis. In addition, the Group
COO and CFO monitors the Treasury Policy
on an ongoing basis to ensure its continuing
appropriateness. The Treasury Policy
covers all areas of treasury risk including
foreign exchange, interest rate, counterparty
and liquidity.
The Group manages treasury risk by minimising
risk to capital and uses appropriate
hedging instruments and strategies to
provide protection against adverse foreign
exchange and interest rate movements.
Trading transactional currency risk
is hedged up to five years in advance.
Interest rate risk protection is in
place using interest rate swaps and
an appropriate currency mix of debt
is maintained using cross-currency swaps.
Cash investment is made in line with
the Treasury Policy which sets limits
on deposits based on counterparty credit
ratings. No more than 10% of
the Group's cash deposits are held with
a single bank counterparty, with the
exception of overnight deposits which
are invested in a spread of AAAf-rated
liquidity funds.
The Group maintains headroom within
our banking covenants to allow for unforeseen
adverse impacts on our leverage ratio
as a result of either economic decline
or extreme currency movements.
The Group maintains strong liquidity
as part of its core strategy, with high
cash balances and access to GBP1.5 billion
under fully undrawn revolving credit
facilities.
The Group manages its tax risk by ensuring
that risks are identified and understood
at an early stage and that effective
compliance and reporting processes are
in place.
The Group continues to maintain an open
and proactive relationship with all
relevant tax authorities, including
HM Revenue & Customs. The Group aims
to deal with taxation issues, wherever
possible, as they arise in order to
avoid unnecessary disputes.
-----------------------------------------------------------------
Security:
The Group must protect its customer The Group ensures security-by-design,
and corporate data and the safety of built in from the ground up, in its
its people and infrastructure as well products, services and operation, making
as needing to have in place fraud prevention significant investment in leading technology,
and detection measures. systems and infrastructure. Security
The Group is responsible to third-party protection and assurance is integrated
intellectual property owners for the into business processes, from research
security of the content that it distributes and development, to supply chain, sales
on various platforms (Sky's own and and marketing, delivery, corporate operations
third-party platforms). and technical services.
A significant breach of security could The Group works closely with law enforcement
impact the Group's ability to operate agencies and policy makers in order
and deliver against its business objectives. to protect its assets. and is compliant
with applicable laws, regulations, standards
of relevant countries and regions, third-party
contractual obligations, and by reference
to industry best practices.
As part of security protection and assurance,
the Group takes measures including physical
and logical access controls to data
and property, technologies to protect
data, services and infrastructure, third-party
security assessments and the monitoring
of key partners to manage security risks.
The Group ensures that its employees,
partners and suppliers comply with security
policies and requirements, and receive
appropriate training so that security,
in particular cyber security, is deeply
rooted throughout the Sky Group.
The Group takes a proactive approach
to threat management and readiness in
order to minimise risk and has a dedicated
cyber security team which includes security
analysts, threat intelligence specialists
and senior security engineers. They
engage in intelligence monitoring and
detection to hunt for security threats.
The Group actively recruits industry
leading security professionals with
industry recognised certifications and
professional training.
-----------------------------------------------------------------
Projects:
The Group invests in, and delivers, A common project management methodology
significant capital expenditure projects is used to enable the Group to manage,
in order to continually drive the business monitor and control its major capital
forward. expenditure projects and strategic programmes.
The failure to deliver key projects This includes detailed reporting and
effectively and efficiently could result regular reviews by senior management
in significantly increased project costs as well as cross-functional executive
and impede our ability to execute our steering groups for major projects.
strategic plans. Third-party partners will, where appropriate,
be engaged to provide support and expertise
in our large strategic programmes, complex
initiatives and for emerging technologies.
-----------------------------------------------------------------
Intellectual property protection:
The Group, in common with other service We maintain an ongoing programme to
providers, relies on intellectual property support appropriate protections of our
and other proprietary rights, including intellectual property and other rights.
in respect of programming content, which This involves both unilateral action
may not be adequately protected under and close co-operation with rights licensors
current laws or which may be subject and other bodies. This includes, for
to unauthorised use. example, the use of automated online
monitoring tools, the implementation
of on-screen imprinting of content and
steps in support of the Premier League's
action to require UK ISPs to block illegal
streams of live PL matches together
with an active programme to protect
our intellectual property rights including
registering patents for our products
where applicable.
-----------------------------------------------------------------
People:
People at Sky are critical to the Group's Making Sky a great place to work is
ability to meet the needs of its customers central to the Group's strategy. The
and achieve its goals as a business. Group champions diversity and develops
Failure to attract or retain suitable talent through a number of activities,
employees across the business could including the Graduate programme, Development
limit the Group's ability to deliver Studio, an apprenticeship scheme and
its business plan commitments. a leadership programme.
The Group invests in the working environment
to make Sky an even more appealing place
to work. The Group has well established
channels and procedures to recruit and
retain its employees, and to ensure
that an adequate number of suitable
employees work within its customer service
teams and across all its operations.
Further details on our people are set
out in the Employees section of the
Directors' report on page 61.
-----------------------------------------------------------------
STATEMENT OF DIRECTORS' RESPONSIBILITIES
As set out above, the following responsibility statement is
repeated here solely for the purpose of complying with DTR 6.3.5.
This statement relates to and is extracted from page 70 of the
Annual Report 2018. Responsibility is for the full Annual Report
not the extracted information presented in this announcement or the
Preliminary Announcement.
Directors' responsibility statement
The Directors confirm that to the best of their knowledge:
1. The financial statements, prepared in accordance with IFRSs
as adopted by the European Union, give a true and fair view of the
assets, liabilities, financial position and profit or loss of the
Company and the undertakings included in the consolidation taken as
a whole;
2. The strategic report includes a fair review of the
development and performance of the business and the position of the
Company and the undertakings included in the consolidation taken as
a whole, together with a description of the principal risks and
uncertainties that they face; and
3. The Annual Report and financial statements, taken as a whole,
are fair, balanced and understandable and provide the information
necessary for shareholders to assess the Company's position,
performance, business model and strategy.
By order of the Board
Jeremy Darroch Andrew Griffith
Group Chief Executive Officer Group Chief Operating Officer and
Chief Financial Officer
25 July 2018
25 July 2018
Transactions with related parties and major shareholders
a) Entities with joint control or significant influence
During the year the Group conducted business transactions with
companies that form part of the 21st Century Fox, Inc. group, a
major shareholder in the Company.
Transactions with related parties and amounts outstanding in
relation to those transactions and with related parties at 30 June
are as follows:
2018 2017
===============================
GBPm GBPm
=============================== ===== ===========
Supply of goods or services
by the Group 48 41
Purchases of goods or services
by the Group (407) (413)
Amounts owed to the Group 13 24
Amounts owed by the Group (178) (193)
At 30 June 2018 the Group had expenditure commitments of GBP568
million in relation to transactions with related parties (2017:
GBP359 million) which principally related to minimum television
programming rights commitments.
Goods and services supplied
During the year, the Group supplied programming, airtime,
transmission and marketing services to 21st Century Fox, Inc.
companies.
Purchases of goods and services and certain other
relationships
During the year, the Group purchased programming and technical
and marketing services from 21st Century Fox, Inc. companies.
There is an agreement between 21st Century Fox, Inc. and the
Group, pursuant to which it was agreed that, for so long as 21st
Century Fox, Inc. directly or indirectly holds an interest of 30%
or more in the Group, 21st Century Fox, Inc. will not engage in the
business of satellite broadcasting in the UK or Ireland.
The sale and purchase agreements for the acquisitions of Sky
Italia Srl and Sky Deutschland AG contained certain commitments
from 21st Century Fox, Inc. not to retail certain services to
consumers in certain territories until 1 January 2017. The sale and
purchase agreement for the National Geographic channel contained
undertakings from the Company not to compete with the business of
the National Geographic Channel International until 1 January
2017.
On 15 December 2016, the Company entered into a co-operation
agreement with 21st Century Fox pursuant to which the parties
agreed to provide each other with information and assistance for
the purposes of obtaining all merger control and regulatory
clearances and authorisations in relation to the 21st Century Fox
Offer and the preparation of the document to be sent to the
Company's shareholders in relation to the Original 21st Century Fox
Offer. The co-operation agreement was terminated by the Company on
25 April 2018 after the Independent Committee withdrew its
recommendation of the Original 21st Century Fox Offer.
Notwithstanding such termination, certain obligations under the
co-operation agreement continue in effect.
b) Joint ventures and associates
Transactions between the Company and its subsidiaries, which are
related parties, have been eliminated on consolidation and are not
disclosed in this note. Transactions between the Group and its
joint ventures and associates are disclosed below. Transactions
between the Company and its subsidiaries, joint ventures and
associates are disclosed in the Company's separate financial
statements.
2018 2017
==============================================
GBPm GBPm
============================================== ==== ==========
Supply of services by the Group 47 47
Purchases of goods or services by the Group (49) (52)
Amounts owed by joint ventures and associates
to the Group 26 29
Amounts owed to joint ventures and associates
by the Group (23) (9)
Services supplied are primarily the provision of transponder
capacity, marketing, advertising sales and support services.
Purchases represent fees payable for channel carriage.
Amounts owed by joint ventures and associates include GBP17
million (2017: GBP16 million) relating to loan funding. These loans
bear interest at rates of between 1.50% and 2.00% (2017: between
1.50% and 2.00%). The maximum amount of loan funding outstanding in
total from joint ventures and associates during the year was GBP17
million (2017: GBP100 million). In the prior year Sky Bet repaid
GBP83 million pursuant to an outstanding loan balance.
The Group took out a number of forward exchange contracts with
counterparty banks during the prior year on behalf of the joint
venture AETN UK. On the same dates as these forward contracts were
entered into, the Group entered into equal and opposite contracts
with AETN UK in respect of these forward contracts.
Consequently, the Group was not exposed to any of the net gains
or losses on these forward contracts. The face value of forward
exchange contracts with AETN UK that had not matured as at 30 June
2018 was GBP9 million (2017: GBP13 million).
During the year, less than US$1 million (2017: US$19 million)
was received from the joint venture upon maturity of forward
exchange contracts, and US$4 million (2017: US$37 million) was paid
to the joint venture upon maturity of forward exchange
contracts.
During the year, GBP3 million (2017: GBP26 million) was received
from the joint venture upon maturity of forward exchange contracts,
and GBP1 million (2017: GBP21 million) was paid to the joint
venture upon maturity of forward exchange contracts.
During the year, EUR1 million (2017: EUR8 million) was received
from the joint venture upon maturity of forward exchange contracts
and nil (2017: nil) was paid to the joint venture upon maturity of
forward exchange contracts.
At 30 June 2018 the Group had minimum expenditure commitments of
GBP1 million (2017: GBP1 million) with its joint ventures and
associates.
c) Other transactions with related parties
The Group has engaged in a number of transactions with companies
of which some of the Company's Directors are also directors. These
do not meet the definition of related-party transactions.
d) Key management
The Group has a related-party relationship with the Directors of
the Company. At 30 June 2018, there were 11 (2017: 11) members of
key management all of whom were Directors of the Company. Key
management compensation is disclosed in note 6b.
Forward-looking statements
This document contains certain forward-looking statements with
respect to our financial condition, results of operations and
business, and our strategy, plans and objectives.
These statements include, without limitation, those that express
forecast, expectations and projections, such as forecasts,
expectations and projections with respect to new products and
services, the potential for growth of free-to-air and pay
television, fixed-line telephony, broadband and bandwidth
requirements, advertising growth, DTH, DTT and OTT customer growth,
On Demand, NOW TV, Sky Go, Sky Go Extra, Sky+HD, Sky Q, Sky Store,
Sky Online, IPTV, Sky Mobile, Sky Ticket, Multiscreen and other
services, churn, revenue, profitability and margin growth, cash
flow generation, programming costs, subscriber management and
supply chain costs, administration costs and other costs, marketing
expenditure, capital expenditure programmes and proposals for
returning capital to shareholders.
Although the Company believes that the expectations reflected in
such forward-looking statements are reasonable, these statements
(and all other forward-looking statements contained in this
document) are not guarantees of future performance and are subject
to risks, uncertainties and other factors, some of which are beyond
our control, are difficult to predict and could cause actual
results to differ materially from those expressed or implied or
forecast in the forward-looking statements. These factors include,
but are not limited to, those risks that are highlighted in this
document in the section entitled 'Principal risks and
uncertainties', and information on the significant risks and
uncertainties associated with our business is described
therein.
No part of this document constitutes, or shall be taken to
constitute, an invitation or inducement to invest in the Company or
any other entity and must not be relied upon in any way in
connection with any investment decision. All forward-looking
statements in this document are based on information known to us on
the date hereof. Except as required by law, we undertake no
obligation publicly to update or revise any forward- looking
statements, whether as a result of new information, future events
or otherwise.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
ACSMBBLTMBAJMPP
(END) Dow Jones Newswires
October 31, 2018 06:11 ET (10:11 GMT)
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