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REG - ITV PLC - Half Yearly Report <Origin Href="QuoteRef">ITV.L</Origin> - Part 2

- Part 2: For the preceding part double click  ID:nRSb2291Ua 

Jimmy Rose, Home Fires, Thunderbirds Are Go and Ninja Warrior.
Off-ITV revenue was impacted by the loss of some commissions and the timing of
deliveries such as Shetland, In it to Win it and University Challenge for the
BBC. These will reverse over the full year. 
 
As well as strengthening our position as the UK's largest commercial
production company, ITV Studios is becoming increasingly international.
Reflecting our growth and increasing scale in key production markets in Europe
and the US, 53% of ITV Studios total revenue in the first half was generated
outside the UK. As our Studios business grows internationally, foreign
currency movements have an increasing impact on our results. On a constant
currency basis, which assumes exchange rates remained consistent with 2014,
ITV Studios revenue for the first six months of 2015 would have been £5
million lower and adjusted EBITA would have been £2 million lower with the
stronger US dollar partially offset by the weakening Euro. 
 
Studios US grew strongly in the first half, with revenue up 69% to £145
million (2014: £86 million) as we benefitted from good organic growth, up 21%,
as well as the first full year of Leftfield Entertainment, acquired in May
2014. Following this acquisition, we became the largest unscripted independent
producer in the US and we now have a strong portfolio of returning series and
formats including Hells Kitchen, Pawn Stars, Duck Dynasty, Marriage Bootcamp,
The Real Housewives of New Jersey and The Rich Kids Of Beverly Hills. In the
first half our scripted dramas aired in the US, Texas Rising, The Good Witch
and Aquarius, helping drive significant revenue growth, and The Good Witch and
Aquarius have already been recommissioned. 
 
Studios RoW also showed strong growth, up 41% to £72 million (2014: £51
million), with organic revenue up 4%. We benefitted from two months of revenue
from Talpa Media which we acquired on 30 April 2015, significantly
strengthening our position as a leading international producer. We also saw
good growth in Australia and Norway, partly offset by a decline in Germany.
First half deliveries included I'm A Celebrity… Get Me Out Of Here! in
Australia, Germany and Denmark, The Chase in Norway, Mini Beiz, Dini Beiz in
Switzerland and A Mother's Son in France. 
 
Global Entertainment revenue increased 18% in the period to £71 million (2014:
£60 million) as we continued to grow our portfolio of programmes and formats
to distribute internationally. First half revenue growth was supported by our
strong programme slate including new titles Poldark and Schitt's Creek, as
well as US drama Aquarius and the benefit of Thunderbirds Are Go. Thunderbirds
Are Go has now been sold to 35 countries with key territories such as the US
still to come and we expect to benefit from merchandising around the series as
we look to extend the franchise beyond the television set. 
 
Reflecting the strong revenue growth across ITV Studios, adjusted EBITA
increased 18% to £85 million (2014: £72 million). As a result of increased
drama deliveries in the first half, which are lower margin, the adjusted EBITA
margin decreased 1% to 17%. We are financing our larger-scale scripted
projects through working capital. The production cost is partly funded by the
initial sale of the series to a broadcaster, while the deficit is recovered
through distribution revenue from selling the finished product globally to
other broadcasters and platforms. We balance our financial exposure through
our portfolio approach, with successful international dramas offsetting the
risk that we will not recover the full deficit on every show. 
 
Overall, ITV Studios is on track to deliver strong revenue growth over the
full year, with good organic growth and our acquisitions coming through as
planned. 
 
Acquisitions 
 
We have built scale in our international content business, focusing our growth
in key creative markets that have a track record for creating and owning
intellectual property. Since 2012 we have acquired a number of content
businesses in the UK, US and creative locations across Europe, developing a
strong portfolio of programmes that return and travel. As we have grown in
size and expanded our network relationships and distribution capability, this
has helped to strengthen our creative talent pool and build our reputation as
a leading European producer and the largest unscripted independent production
company in the US. 
 
We have strict criteria for evaluating potential acquisitions. Financially, we
assess ownership of intellectual property, earnings growth and valuation based
on return on capital employed and discounted cash flow. Strategically, we
ensure an acquisition target has a strong creative track record and pipeline
in content genres that return and travel, namely drama, entertainment and
factual entertainment, as well as succession planning for key individuals in
the business. 
 
We also structure our deals with earnouts or with put and call options in
place for the remainder of the equity, capping the maximum consideration
payable. By basing a significant part of the consideration on future
performance in this way, not only can we lock in creative talent and ensure
our incentives are aligned, but we also reduce our risk by only paying for the
actual, not expected, performance delivered over time. 
 
In April 2015 we completed the acquisition of Talpa Media, the Dutch creator
of worldwide entertainment formats, including The Voice, The Voice Kids,
Utopia, I Love My Country and Dating In The Dark. We paid an initial cash
consideration of E500 million (£362 million) for 100% of Talpa's fully diluted
share capital with further payments dependent on Talpa's future performance.
The total maximum consideration, including the initial payment, is up to E1.1
billion which is contingent on Talpa continuing to deliver significant profit
growth to 2022 as well as John de Mol's continued commitment to the business
during this time. 
 
We also acquired a minority stake in Monumental Television in April, the UK
scripted independent producer founded by Oscar nominated film producers Alison
Owen and Debra Hayward. As part of the agreement, Global Entertainment
acquired exclusive distribution rights to all of its future television
productions. 
 
In May we acquired the remaining 75% of Mammoth Screen, one of the UK's
leading scripted production companies, having held a 25% investment in the
producer since 2007. Its successful slate of high end drama includes Poldark
and Endeavour. 
 
In June we completed the acquisition of Boom Supervisory Limited, the holding
company of UK based Twofour Group which produces factual entertainment and
drama programmes. We paid an initial cash consideration of £55 million for 75%
of the Group. There is a put and call option for the remaining 25% that can be
exercised at the end of 2017 and between the end of 2019 and 2021.
Additionally, Twofour has a put and call option to acquire the remaining 49%
of its subsidiary Mainstreet Pictures that can be exercised between 2018 and
2023. The total maximum consideration for Twofour and the remaining 49% of
Mainstreet Pictures is £280 million with contingent payments dependent on both
businesses delivering exceptional profit growth to £60 million in aggregate
over the payment period and key individuals remaining with the group. 
 
Also in June we established a new label, Cats on the Roof Media, with Andrew
O'Connor, co-creator of Peep Show and Adam Adler, who created The Cube. Cats
on the Roof Media owns a number of creative labels focused on developing
entertainment and scripted comedy programmes. 
 
We closely monitor the forecast performance of each acquisition and where
there has been a change in expectations, we adjust our view of potential
future commitments through the income statement. Where consideration paid or
contingent consideration payable in the future is employment linked it is
treated as an expense rather than capital. All consideration of this type is
excluded from adjusted profit after tax and adjusted EPS as, in our view, it
is part of capital consideration. 
 
The total initial consideration paid for our acquisitions in 2015 to date was
£432 million. At 30 June 2015, based on our current view of performance, we
expect to pay a further £224 million, giving a total expected amount payable
for our 2015 acquisitions of £656 million, payable only if exceptional
compound earnings growth is delivered over the payment period. 
 
 Company              Geography    Genre             Initialconsideration(£m)  Expected future payments* (£m)  Totalexpected consideration** (£m)  Expected payment period  Totalmaximum consideration*(£m)  
 2015                                                                                                                                                                                                        
 Talpa Media          Netherlands  Entertainment     362                       186                             548                                 2015-2019                796                              
 Twofour Group        UK           Fact Ent & Drama  55                        10                              65                                  2016-2021                280                              
 Other                UK           Various           15                        28                              43                                  2015-2020                81                               
 Total for 2015                                      432                       224                             656                                                          1,157                            
 Total for 2012-2014                                 328                       63                              391                                 2016-2021                847                              
 Total                                               760                       287                             1,047                                                        2,004                            
 
 
*Undiscounted and performance related. 
 
**Undiscounted, including the initial cash consideration and excluding working
capital adjustments. All future payments are performance related. 
 
Net financing costs 
 
 Six months to 30 June                                     2015£m  2014£m  
 Financing costs directly attributable to loans and bonds  (3)     (4)     
 Cash-related net financing (costs)/income                 (1)     1       
 Cash-related financing costs                              (4)     (3)     
 Amortisation of bonds                                     -       (1)     
 Adjusted financing costs                                  (4)     (4)     
 Mark-to-market on swaps and foreign exchange              (2)     (4)     
 Imputed pension interest                                  (5)     (9)     
 Losses on buybacks                                        -       (30)    
 Other net financial income                                -       9       
 Net financing costs                                       (11)    (38)    
 
 
Adjusted financing costs were £4 million, with the additional costs associated
with our acquisitions offset by a reduction in interest for loans repaid in
the prior period. As the Talpa Media acquisition was completed at the end of
April, the financing costs associated with the acquisition will continue to
come through over the second half of the year. 
 
Net financing costs were significantly lower in 2015 as the prior year
included losses incurred on debt buybacks. 
 
Profit before tax 
 
 Six months to 30 June                              2015£m  2014£m  
 Profit before tax                                  327     250     
 Production tax credits                             5       -       
 Exceptional items (net)                            30      4       
 Amortisation and impairment of intangible assets*  22      24      
 Adjustments to net financing costs                 7       34      
 Adjusted profit before tax                         391     312     
 
 
* In respect of intangible assets arising from business combinations. 
 
Adjusted profit before tax was up 25% at £391 million (2014: £312 million). 
 
Production tax credits are recognised in adjusted profit before tax and
adjusted EPS as in our view they relate directly to the production of
programmes and reflect the way the business is managed and measured on a day
to day basis. 
 
Net exceptional items were £30 million in the year. These are the net of £31
million operating exceptional costs and £1 million non-operating exceptional
income. Operating exceptionals relate to acquisition costs, largely employment
linked consideration paid and performance-based employment linked contingent
consideration for the acquisitions we have made. In statutory results
employment linked consideration is treated as an expense rather than a
liability. All consideration of this type is excluded from adjusted profit
after tax and adjusted EPS as, in our view, it is part of capital
consideration. 
 
Tax 
 
 Six months to 30 June                                    2015£m  2014£m  
 Tax charge                                               (68)    (53)    
 Charge for exceptional items                             (6)     (1)     
 Charge in respect of amortisation of intangible assets*  (5)     (5)     
 Charge in respect of adjustments to net financing costs  (1)     (7)     
 Other tax adjustments                                    (1)     2       
 Adjusted tax charge                                      (81)    (64)    
 Effective tax rate on adjusted profits                   21%     21%     
 
 
* In respect of intangible assets arising from business combinations. 
 
The total tax charge for the period was £68 million (2014: £53 million),
corresponding to an effective tax rate on adjusted profit before tax of 21%
(2014: 21%), which is broadly in line with the standard corporation tax rate
of 20.25% (2014: 21.5%). 
 
Cash tax paid in the year was £68 million (2014: £35 million), which relates
to the tax due on taxable profits, partially offset by the tax treatment of
allowable pension contributions. Cash tax paid is higher than the previous
period due to increasing taxable profits and the decrease in utilisation of
brought forward losses. The majority of cash tax is paid in the UK. 
 
EPS 
 
Overall, adjusted profit after tax was up 25% at £310 million (2014: £248
million). After non-controlling interests of £2 million (2014: £2 million),
adjusted basic earnings per share was 7.7p (2014: 6.1p), up 26%. The weighted
average number of shares was broadly in line at 4,004m (2014: 4,003m). Diluted
adjusted EPS in 2015 was 7.6p (2014: 6.1p) reflecting a weighted average
diluted number of shares of 4,034 million (2014: 4,044 million). 
 
Statutory EPS is adjusted to reflect the underlying performance of the
business providing a more meaningful comparison of how the business is managed
and measured on a day-to-day basis. Adjustments include: acquisition-related
costs such as professional fees, primarily due diligence, employment linked
consideration and performance-based employment linked contingent payments;
impairment of intangible assets; amortisation of intangible assets acquired
through business combinations including customer contracts and relationships;
net financing cost adjustments; and other tax adjustments. Amortisation of
intangible assets that are required to run our business, including software
licences, is not adjusted for. The table below reconciles basic to adjusted
EPS. 
 
 Six months to 30 June 2015                                                             Reported£m  Adjustments£m  Adjusted£m  
 EBITA*                                                                                 395         5              400         
 Exceptional items (operating)                                                          (31)        31             -           
 Amortisation and impairment of intangible assets                                       (27)        22             (5)         
 Net financing costs                                                                    (11)        7              (4)         
 Gain on sale of non-current assets and subsidiaries (non-operating exceptional items)  1           (1)            -           
 Profit before tax                                                                      327         64             391         
 Tax                                                                                    (68)        (13)           (81)        
 Profit after tax                                                                       259         51             310         
 Non-controlling interests                                                              (2)         -              (2)         
 Earnings                                                                               257         51             308         
 Shares (million), weighted average                                                     4,004                      4,004       
 EPS                                                                                    6.4p                       7.7p        
 
 
* £5 million adjustment relates to production tax credits. 
 
Dividend per share 
 
Reflecting our confidence in the ongoing growth and cash generation of the
business, last year the Board committed to growing the full year ordinary
dividend by at least 20% per annum for three years to 2016, by when we will
achieve a dividend cover of between 2.0 and 2.5 times adjusted earnings per
share. In line with this policy, the Board has declared an interim dividend
for 2015 of 1.9p, up 36%. The interim dividend is expected to be roughly a
third of the full year dividend. 
 
Cash generation 
 
Profit to cash conversion 
 
 Six months to 30 June                                                 2015£m  2014£m  
 Adjusted EBITA                                                        400     322     
 Decrease in programme rights and other inventory distribution rights  24      64      
 Decrease in receivables*                                              2       2       
 (Decrease) in payables                                                (34)    (71)    
 Working capital movement                                              (8)     (5)     
 Depreciation                                                          13      13      
 Share-based compensation and pension service costs                    8       8       
 Cash flow generated from operations before exceptional items          413     338     
 Acquisition of property, plant and equipment and intangible assets    (25)    (19)    
 Adjusted cash flow                                                    388     319     
 Profit to cash ratio six months to 30 June                            97%     99%     
 Profit to cash ratio 12 months rolling                                92%     97%     
 
 
*Includes £5 million of production tax credits. 
 
ITV remains highly cash generative reflecting our continued tight management
of working capital balances. In the period we generated £388 million (2014:
£319 million) of operational cash from £400 million (2014: £322 million) of
adjusted EBITA, which equates to a strong profit to cash ratio of 97%. The
ratio has declined slightly from 99% in the prior period as a result of
increased investment in scripted content. 
 
Free cash flow 
 
 Six months to 30 June  2015£m  2014£m  
 Adjusted cash flow     388     319     
 Net interest paid      (8)     (10)    
 Cash tax               (68)    (35)    
 Pension funding        (66)    (91)    
 Free cash flow         246     183     
 
 
Note: Except where disclosed, management views the acquisition of operating
property, plant and equipment and intangibles as necessary ongoing investment
in the business. 
 
After payments for interest, cash tax and pension funding, our free cash flow
also remained strong in the period, up 34% to £246 million (2014: £183
million). 
 
Overall, after £383 million of dividends and £407 million of acquisitions as
well as pension deficit contributions of £66 million, we ended the first half
with net debt of £540 million, compared to net cash of £41 million at 31
December 2014 and net debt of £201 million at 30 June 2014. 
 
Funding and liquidity 
 
Debt structure and liquidity 
 
In 2014 we obtained a committed £525 million Revolving Credit Facility
provided by a number of core relationship banks. We also entered into a £175
million bilateral financing facility and agreed a new £75m invoice discounting
facility, both of which are free of financial covenants. At 30 June 2015, £130
million was drawn on the Revolving Credit Facility. 
 
In 2015, to fund the acquisition of Talpa Media, we entered into a 12 month
E500 million bridge loan facility provided by five of our relationship banks.
As at 30 June 2015 this facility was fully drawn. 
 
As we enter the next phase of our strategy this financial flexibility and our
continued strong free cash flow will enable us to invest in opportunities to
grow the business and enhance shareholder value. 
 
Leverage 
 
Going forward our objective is to run an efficient balance sheet, and to
balance investment for further growth with attractive returns to shareholders.
Therefore we will, over time, look to increase our balance sheet leverage. We
believe that maintaining leverage below 1.5x reported net debt to adjusted
EBITDA will optimise our cost of capital, allow us to sustain our progressive
dividend policy and enable us to retain flexibility to continue to invest for
further growth. As at 30 June 2015 reported net debt to adjusted EBITDA was
0.6x on a rolling 12 month basis. 
 
We also look at an adjusted measure of net debt, taking into consideration all
of our financial commitments which reflects how credit rating agencies look at
our balance sheet. At 30 June 2015, adjusted net debt was £1,447 million (31
December 2014: £1,078 million) reflecting an increase in expected contingent
payments on acquisitions partly offset by a reduction in the pension deficit
under IAS 19 and lower undiscounted finance lease commitments which mainly
relate to broadcast transmission contracts and property. The ratio of adjusted
net debt to adjusted EBITDA was 1.7x on a rolling 12 month basis. 
 
                                               2015£m   2014£m   
 Net debt at 30 June                           (540)    (201)    
 Expected contingent payments on acquisitions  (287)    (117)    
 Pension deficit (IAS 19R)                     (285)    (362)    
 Operating leases                              (335)    (398)    
 Adjusted net debt at 30 June                  (1,447)  (1,078)  
 Adjusted net debt to EBITDA*                  1.7x     1.6x     
 
 
*On a rolling 12 month basis. 
 
Financing 
 
We are financed using debt instruments with a range of maturities. Borrowings
at 30 June 2015 were repayable as follows: 
 
 Amount repayable                        £m   Maturity  
 £78 million Eurobond                    78   Oct 2015  
 £161 million Eurobond                   161  Jan 2017  
 £525 million Revolving Credit Facility  130  Various   
 E500 million Bridge Loan                354  May 2016  
 Finance leases                          11   Various   
 Other debt                              7    Various   
 Total debt repayable on maturity        741            
 
 
We expect to pay for the Eurobond that matures in October 2015 from cash
generated in the second half of the year. 
 
Ratings 
 
We are rated investment grade by two ratings agencies: BBB- by Standard and
Poor's and Baa3 by Moody's Investor Services. The factors that are taken into
account in assessing our credit rating include our degree of operational
gearing, exposure to the economic cycle, as well as business and geographical
diversity. Continuing to execute our strategy will strengthen our position
against all these metrics. 
 
Pensions 
 
IAS 19 
 
The aggregate IAS 19 deficit of the defined benefit schemes at 30 June 2015
was £285 million (31 December 2014: £346 million). The reduction reflects
lower pension liabilities as a result of rising bond yields and deficit
funding contributions of £66 million, partly offset by investment losses on
pension scheme assets and higher inflation expectations increasing pension
liabilities. Pensions continue to be paid from the Scheme based on actual
requirements. 
 
Actuarial valuation 
 
The last actuarial valuation was undertaken in 2011. On the bases adopted by
the Trustee, the combined deficits as at 1 January 2011 amounted to £587
million. 
 
The Trustee is in the process of undertaking full actuarial valuations of all
three sections of the Scheme as at 1 January 2014 with the results expected to
be finalised in due course. 
 
Deficit funding contributions 
 
Contributions comprise fixed and profit related payments. The fixed
contributions are now paid on a monthly basis while the profit related payment
continues to be paid as a single sum in March. Reflecting the change in
payment structure, the group's deficit funding contributions in the first half
reduced to £66 million (2014: £91 million). Over the full year we do not
expect our total deficit funding contributions to exceed those made in 2014. 
 
Ian Griffiths 
 
Group Finance Director 
 
Risks & Uncertainties 
 
Risks and uncertainties 
 
ITV continues to apply the risk management framework outlined in the 2014
Annual Report and Accounts (pages 50-55). When preparing the Interim results
the High Impact Low Likelihood (HILL) risks and Strategic risks as reported in
the 2014 Annual Report and Accounts were reviewed to ensure they remained
appropriate and adequate. No significant new risks were identified. ITV is
currently reviewing its risk identification and monitoring processes. Below is
a summary of the key risks. 
 
High Impact Low Likelihood (HILL) risks 
 
HILL risks are of low inherent likelihood but there would be major consequence
were the risk to materialise. They are categorised according to risk theme. 
 
 Risk Theme   HILL Risks                                                                                                                                                             
 Financial    ITV loses its credit status or lines of funding with existing lenders or there is a collapse of a major bank impacting financial arrangements/availability of credit.  
              There is a major collapse in investment values leading to a material impact on the pension scheme deficit.                                                             
 Operational  A significant event removes a number of the key management team from the business on a long-term or permanent basis.                                                   
 Reputation   An event with public interest that causes significant reputational and brand damage.                                                                                   
              There is a major health and safety incident that results in a significant loss of human life.                                                                          
              A major incident results in ITV being unable to continue with scheduled broadcasting for a sustained period.                                                           
              There is a significant or unexpected change in regulation or legislation.                                                                                              
 
 
Risks & Uncertainties 
 
1 - Maximise audience and revenue share from free-to-air broadcast and VOD
business 
 
2 - Grow international content business 
 
3 - Build a global pay and distribution business 
 
Strategic risks 
 
Strategic risks are those that would impact the successful execution of the
strategy. They are categorised according to risk theme and mapped to ITV's
strategic priorities. 
 
 Risk Theme                                                                  Strategic Risks                                                                                                                                                                                                                                                                                                 Strategic Priorities  
 The Market                                                                  There is a major decline in advertising revenue and ITV does not build sufficient non-NAR revenue streams to offset the financial impact of this decline.                                                                                                                                                       1 2 3                 
                                                                             The television market moves significantly towards pay television as a preferred model, negatively impacting ITV's free-to-air revenue.                                                                                                                                                                          1 3                   
                                                                             A faster than expected shift to Video on Demand (VOD) or other new technologies causes a sustained loss of advertising revenue.                                                                                                                                                                                 1 2 3                 
 People                                                                      ITV fails to evolve its organisational structure and culture to ensure that it is capable of delivering continued growth from the new businesses or revenue streams and fails to attract, develop and retain key creative, commercial and management talent with the skills required for the ongoing business.  1 2 3                 
 Organisation, Structure and Processes                                       There is significant loss of programme rights or ITV fails to identify and obtain the optimal rights packages.                                                                                                                                                                                                  1 2 3                 
 ITV fails to create and own a sufficient number of hit programmes/formats.  1 2 3                                                                                                                                                                                                                                                                                                           
                                                                             ITV fails to resource, financially, creatively and operationally, the new growth businesses, in particular online and international content.                                                                                                                                                                    1 2 3                 
                                                                             ITV loses a significant volume of personal or sensitive data.                                                                                                                                                                                                                                                   1 2 3                 
                                                                             ITV remains heavily reliant on legacy systems, which could potentially restrict the ability to grow the business. These systems and processes may not be appropriate for non-advertising revenue or international growth.                                                                                       2 3                   
 Technology                                                                  A significant high profile incident or series of events such as transmission incidents or a major regulatory breach causes significant reputational damage.                                                                                                                                                     1 2 3                 
                                                                             ITV fails to ensure appropriate business continuity planning and resilience within its core systems, processes, platforms and technology infrastructure.                                                                                                                                                        1 2 3                 
                                                                             There is a sustained cyber/viral attack causing prolonged system denial or major reputational damage, for example the ability to broadcast our channels or the availability of ITV Player.                                                                                                                      1 2 3                 
 
 
Condensed Consolidated Interim Financial Statements 
 
In this section . . . 
 
In preparing these condensed consolidated interim financial statements we
continue to adopt the same style as the 2014 year end accounts. Our objective
is to make ITV's financial statements less complex, more relevant to
shareholders and provide readers with a clearer understanding of what drives
financial performance of the Group. We have grouped notes under five key
headings: 'Basis of Preparation', 'Results for the Period', 'Operating Assets
and Liabilities', 'Capital Structure and Financing Costs' and 'Other Notes'.
The aim of the text in boxes is to provide commentary on each section, or
note, in plain English. 
 
 Contents                                                                                            
           Primary statements                                                                        
           Condensed Consolidated Income Statement                                                   
           Condensed Consolidated Statement of Comprehensive Income                                  
           Condensed Consolidated Statement of Financial Position                                    
           Condensed Consolidated Statement of Changes in Equity                                     
           Condensed Consolidated Statement of Cash Flows                                            
           Section 1: Basis of Preparation                                                           
           Section 2: Results for the Year                                                           
           2.1     Profit before tax                                                                 
           2.2     Earnings per share                                                                
           Section 3: Operating Assets and Liabilities                                               
           3.1     Acquisitions                                                                      
           3.2     Provisions                                                                        
           3.3     Pensions                                                                          
           Section 4: Capital Structure and Financing Costs                                          
           4.1     Net (debt)/cash                                                                   
           4.2     Borrowings                                                                        
           4.3     Managing market risks: derivative financial instruments                           
           4.4     Fair value hierarchy                                                              
           Section 5: Other Notes                                                                    
           5.1     Related party transactions                                                        
           5.2     Contingent liabilities                                                            
           Responsibility Statement of the Directors in Respect of the Half-Yearly Financial Report  
           Independent Review Report                                                                 
           Adoption of Financial Reporting Standard (FRS) 101: Reduced Disclosure Framework          
 
 
Condensed Consolidated Income Statement 
 
 For the six month period to 30 June                                              Note  2015£m   2014£m  
 Revenue                                                                          2.1   1,356    1,225   
 Operating costs                                                                        (1,019)  (938)   
 Operating profit                                                                       337      287     
                                                                                                         
  Presented as                                                                                           
 Earnings before interest, tax, amortisation (EBITA) and exceptional items        2.1   395      322     
  Operating exceptional items                                                           (31)     (5)     
  Amortisation of intangible assets                                                     (27)     (30)    
  Operating profit                                                                      337      287     
                                                                                                         
  Financing income                                                                      3        78      
  Financing costs                                                                       (14)     (116)   
 Net financing costs                                                                    (11)     (38)    
 Share of losses of joint ventures and associated undertakings                          -        -       
 Gain on sale and impairment of subsidiaries and investments (exceptional items)        1        1       
 Profit before tax                                                                      327      250     
 Taxation                                                                               (68)     (53)    
 Profit for the period                                                                  259      197     
                                                                                                         
 Profit attributable to                                                                                  
 Owners of the Company                                                                  257      195     
 Non-controlling interests                                                              2        2       
 Profit for the period                                                                  259      197     
 Earnings per share                                                                                      
 Basic earnings per share                                                         2.2   6.4p     4.9p    
 Diluted earnings per share                                                       2.2   6.4p     4.8p    
 
 
Condensed Consolidated Statement of Comprehensive Income 
 
 For the six month period to 30 June                                         2015£m  2014£m  
 Profit for the period                                                       259     197     
                                                                                             
 Other comprehensive income/(cost)                                                           
 Items that are or may be reclassified to profit or loss                                     
 Exchange differences on translation of foreign operations (net of hedging)  (3)     (7)     
 Net loss on cash flow hedges                                                (6)     -       
 Items that will never be reclassified to profit or loss                                     
 Income tax charge on items that will never be reclassified                  3       (4)     
 Other comprehensive (cost)/income for the period, net of income tax         (6)     (11)    
 Total comprehensive income for the period                                   253     186     
                                                                                             
 Total comprehensive income attributable to                                                  
 Owners of the Company                                                       251     184     
 Non-controlling interests                                                   2       2       
 Total comprehensive income for the period                                   253     186     
 
 
Condensed Consolidated Statement of Financial Position 
 
                                                                         Note  30 June 2015 £m  31 December 2014 £m  30 June 2014 £m  
 Non-current assets                                                                                                                   
 Property, plant and equipment                                                 251              248                  253              
 Intangible assets                                                       3.1   1,503            1,129                1,173            
 Interests in joint ventures and associates and other investments              19               14                   6                
 Derivative financial instruments                                        4.3   12               16                   29               
 Distribution rights                                                           14               13                   11               
 Net deferred tax asset                                                        38               43                   34               
                                                                               1,837            1,463                1,506            
 Current assets                                                                                                                       
 Programme rights and other inventory                                          369              367                  266              
  Trade and other receivables due within one year                              492              385                  406              
  Trade and other receivables due after more than one year                     74               24                   12               
 Trade and other receivables                                                   566              409                  418              
 Derivative financial instruments                                        4.3   4                11                   -                
 Cash and cash equivalents                                               4.1   201              297                  268              
                                                                               1,140            1,084                952              
 Current liabilities                                                                                                                  
 Borrowings                                                              4.2   (574)            (85)                 (218)            
 Derivative financial instruments                                        4.3   (10)             (12)                 (1)              
  Trade and other payables due within one year                                 (798)            (699)                (666)            
  Trade payables due after more than one year                                  (31)             (27)                 (24)             
 Trade and other payables                                                      (829)            (726)                (690)            
 Current tax liabilities                                                       (52)             (72)                 (40)             
 Provisions                                                              3.2   (15)             (17)                 (18)             
                                                                               (1,480)          (912)                (967)            
 Net current (liabilities)/assets                                              (340)            172                  (15)             
 Non-current liabilities                                                                                                              
 Borrowings                                                              4.2   (167)            (171)                (251)            
 Derivative financial instruments                                        4.3   (12)             (12)                 (19)             
 Defined benefit pension deficit                                         3.3   (285)            (346)                (362)            
 Net deferred tax liabilities                                                  (65)             -                    -                
 Other payables                                                                (54)             (38)                 (64)             
 Provisions                                                              3.2   (5)              (4)                  (5)              
                                                                               (588)            (571)                (701)            
 Net assets                                                                    909              1,064                790              
                                                                                                                                      
 Attributable to equity shareholders of the parent company                                                                            
 Share capital                                                                 403              403                  403              
 Share premium                                                                 174              174                  174              
 Merger and other reserves                                                     228              228                  218              
 Translation reserve                                                           16               25                   -                
 Available for sale reserve                                                    7                7                    4                
 Retained (losses)/earnings                                                    30               177                  (67)             
 Total equity attributable to equity shareholders of the parent company        858              1,014                732              
 Non-controlling interests                                                     51               50                   58               
 Total equity                                                                  909              1,064                790              
 
 
Ian Griffiths 
 
Group Finance Director 
 
Condensed Consolidated Statement of Changes in Equity 
 
                                                                               Attributable to equity shareholders of the parent company                                                                                                   
                                                                                                                                                                                         Items that may be reclassified to profit or loss                                                                                                     
                                                                               Sharecapital£m                                             Sharepremium£m  Mergerand otherreserves (a)£m  Translationreserve£m                              Available for sale reserve£m  Retained profits/ (losses) £m  Total£m  Non- controllinginterests£m  Total equity£m  
 Balance at 1 January 2015                                                     403                                                        174             228                            25                                                7                             177                            1,014    50                           1,064           
 Total comprehensive income for the period                                                                                                                                                                                                                                                                                                                    
 Profit for the period                                                         -                                                          -               -                              -                                                 -                             257                            257      2                            259             
 Other comprehensive income/(expense)                                                                                                                                                                                                                                                                                                                         
 Net loss on cash flow hedges                                                  -                                                          -               -                              (6)                                               -                             -                              (6)      -                            (6)             
 Exchange differences on translation of foreign operations (net of hedging)    -                                                          -               -                              (3)                                               -                             -                              (3)      -                            (3)             
 Income tax on other comprehensive income                                      -                                                          -               -                              -                                                 -                             3                              3        -                            3               
 Total other comprehensive income                                              -                                                          -               -                              (9)                                               -                             3                              (6)      -                            (6)             
 Total comprehensive income for the period                                     -                                                          -               -                              (9)                                               -                             260                            251      2                            253             
 Transactions with owners, recorded directly in equity                                                                                                                                                                                                                                                                                                        
 Equity dividends                                                              -                                                          -               -                              -                                                 -                             (383)                          (383)    (1)                          (384)           
 Movements due to share-based compensation                                     -                                                          -               -                              -                                                 -                             7                              7        -                            7               
 Purchase of own shares via employees' benefit trust                           -                                                          -               -                              -                                                 -                             (31)                           (31)     -                            (31)            
 Total contributions by and distributions to owners                            -                                                          -               -                              -                                                 -                             (407)                          (407)    (1)                          (408)           
 Total transactions with owners                                                -                                                          -               -                              -                                                 -                             (407)                          (407)    (1)                          (408)           
 Changes in non-controlling interests                                          -                                                          -               -                              -                                                 -                             -                              -        -                            -               
 Balance at 30 June 2015                                                       403                                                        174             228                            16                                                7                             30                             858      51                           909             
 
 
Condensed Consolidated Statement of Changes in Equity 
 
                                                            Attributable to equity shareholders of the parent company                                                                                                   
                                                                                                                                                                      Items that may be reclassified to profit or loss                                                                                                               
                                                            Sharecapital£m                                             Sharepremium£m  Mergerand otherreserves (a)£m  Translationreserve£m                              Available for sale reserve£m  Retained profits/ (losses)(restated) £m  Total£m  Non- controllinginterests£m  Total equity£m  
 Balance at 1 January 2014                                  403                                                        174             248                            7                                                 4                             22                                       858      31                           889             
 Total comprehensive income for the period                                                                                                                                                                                                                                                                                                           
 Profit for the period                                      -                                                          -               -                              -                                                 -                             195                                      195      2                            197             
 Other comprehensive income                                                                                                                                                                                                                                                                                                                          
 Exchange differences on translation of foreign operations  -                                                          -               -                              (7)                                               -                             -                                        (7)      -                            (7)             
 Income tax on other comprehensive income                   -                                                          -               -                              -                                                 -                             (4)                                      (4)      -                            (4)             
 Total other comprehensive cost                             -                                                          -               -                              (7)                                               -                             (4)                                      (11)     -                            (11)            
 Total comprehensive income for the period                  -                                                          -               -                              (7)                                               -                             191                                      184      2                            186             
 Transactions with owners, recorded                                                                                                                                                                                                                                                                                                                  
 directly in equity                                                                                                                                                                                                                                                                                                                                  
 Equity dividends                                           -                                                          -               -                              -                                                 -                             (257)                                    (257)    (5)                          (262)           
 Movements due to share-based                               -                                                          -               -                              -                                                 -                             7                                        7        -                            7               
 compensation             

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