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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of report (Date of earliest event reported): October 9, 2018
Comcast Corporation
(Exact Name of Registrant as Specified in its Charter)
Pennsylvania
(State or Other Jurisdiction of Incorporation)
001-32871 | 27-0000798 | |
(Commission File Number) |
(IRS Employer Identification No.) | |
One Comcast Center Philadelphia, PA |
19103-2838 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrants telephone number, including area code: (215) 286-1700
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory Note
This amendment is being filed to amend and supplement Item 9.01 of the Current Report on Form 8-K filed by Comcast Corporation (Comcast) on October 9, 2018 to include the historical financial statements of Sky plc (Sky), the business which Comcast obtained a controlling interest in on October 9, 2018, and the unaudited pro forma financial information required pursuant to Item 9.01(a) and Item 9.01(b) of Form 8-K, and exhibits under Item 9.01(d) of Form 8-K.
The historical financial statements of Sky have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board. The unaudited pro forma financial information contains pro forma adjustments to reflect the acquisition and the purchasing accounting adjustments related thereto, and to reconcile the differences between the historical amounts presented in Skys historical financial statements under IFRS and those historical amounts as if they had been presented in accordance with generally accepted accounting principles in the United States. Additionally, the unaudited pro forma financial information contains adjustments related to the borrowings to fund the acquisition.
Item 9.01 | Financial Statements and Exhibits. |
(a) Financial statements of businesses acquired
The audited consolidated financial statements of Sky plc as of and for the year ended June 30, 2018 are attached to this Form 8-K/A as Exhibit 99.1 and are incorporated herein by reference.
(b) Pro forma financial information
Comcasts unaudited pro forma condensed combined statements of income for the six months ended June 30, 2018 and for the year ended December 31, 2017, and Comcasts unaudited pro forma condensed combined balance sheet as of June 30, 2018, that give effect to the acquisition of Sky, are attached as Exhibit 99.2 to this Form 8-K and are incorporated herein by reference.
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
COMCAST CORPORATION | ||||||
Date: December 18, 2018 | By: | /s/ Daniel C. Murdock | ||||
Daniel C. Murdock | ||||||
Senior Vice President, Chief Accounting Officer and Controller (Principal Accounting Officer) |
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in Registration Statements of Comcast Corporation on Form S-3 (No. 333-212719) and Form S-8 (Nos. 333-101295, 333-101645, 333-104385, 333-121082, 333-123059, 333-130844, 333-130845, 333-130847, 333-150976, 333-161468, 333-174416, 333-174417, 333-179638, 333-183008, 333-193903, 333-210085, 333-212716, 333-224456, and 333-224455) of our report dated 18 December 2018 relating to the financial statements of Sky plc as of and for the year ended 30 June 2018 (which report expresses a qualified opinion relating to the lack of presentation of comparative information for the preceding period and includes an emphasis-of-matter paragraph relating to the use of a basis of accounting different from accounting principles generally accepted in the United States of America), appearing in this Current Report on Form 8-K.
/s/ DELOITTE LLP
London, United Kingdom
18 December 2018
Exhibit 99.1
Independent auditors report to Sky plc
We have audited the accompanying consolidated financial statements of Sky plc and its subsidiaries (collectively the Group), which comprise the consolidated balance sheet as of 30 June 2018, and the related consolidated income statement, consolidated statement of comprehensive income, consolidated statement of changes in equity, and consolidated cash flow statement for the year then ended, and the related notes to the consolidated financial statements.
Managements Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards as issued by the IASB (IFRS); this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
Auditors Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entitys preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entitys internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Basis for qualified opinion on financial statements
International Accounting Standard 1 Presentation of Financial Statements requires the presentation of comparative information in respect of the preceding period. The accompanying consolidated financial statements of the Group for the period ended 30 June 2018 do not include a consolidated balance sheet as at 30 June 2017, nor do they include the related consolidated income statement, consolidated statement of comprehensive income, consolidated statement of changes in equity, and consolidated cash flow statement for the year then ended, and the related notes to the consolidated financial statements.
Opinion
In our opinion, except for the effects of the matter described in the basis for qualified opinion on financial statements paragraph, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Group as of 30 June 2018, and the results of its operations and its cash flows for the year then ended in accordance with IFRS.
Emphasis of Matter
As discussed in Note 1 to the financial statements, the Group prepares its consolidated financial statements in accordance with IFRS, which differs from accounting principles generally accepted in the United States of America. Our opinion is not modified with respect to this matter.
/s/ Deloitte LLP
London, United Kingdom
18 December 2018
Consolidated financial statements
Consolidated income statement
for the year ended 30 June
Notes | 2018 £m |
|||||||
Revenue |
2 | 13,585 | ||||||
Operating expense |
2 | (12,551 | ) | |||||
Operating profit |
1,034 | |||||||
|
|
|||||||
Share of results of joint ventures and associates |
13 | 56 | ||||||
Investment income |
3 | 11 | ||||||
Finance costs |
3 | (286 | ) | |||||
Profit on disposal of available-for-sale investment |
4 | 49 | ||||||
Profit before tax |
5 | 864 | ||||||
|
|
|||||||
Taxation |
7 | (49 | ) | |||||
Profit for the year |
815 | |||||||
|
|
|||||||
Earnings per share from profit for the year (in pence) |
||||||||
Basic |
8 | 47.5p | ||||||
Diluted |
8 | 47.2p | ||||||
|
|
|||||||
Consolidated statement of comprehensive income for the year ended 30 June |
||||||||
2018 £m |
||||||||
Profit for the year |
815 | |||||||
Other comprehensive income |
||||||||
Amounts recognised directly in equity that may subsequently be recycled to the income statement |
||||||||
Gain on revaluation of available-for-sale investments (see note 4) |
49 | |||||||
Loss on cash flow hedges (see note 21) |
(139 | ) | ||||||
Tax on cash flow hedges (see note 15) |
25 | |||||||
Loss on net investment hedges (see note 21) |
(42 | ) | ||||||
(107 | ) | |||||||
|
|
|||||||
Amounts reclassified and reported in the income statement |
||||||||
Loss on cash flow hedges (see note 21) |
64 | |||||||
Tax on cash flow hedges (see note 15) |
(11 | ) | ||||||
Transfer to income statement on disposal of available-for-sale investment (see note 4) |
(49 | ) | ||||||
4 | ||||||||
|
|
|||||||
Amounts recognised and reported in non-financial assets (basis adjustment) |
||||||||
Gain on cash flow hedges (see note 21) |
(71 | ) | ||||||
Tax on cash flow hedges (see note 15) |
11 | |||||||
(60 | ) | |||||||
|
|
|||||||
Other comprehensive loss for the year (net of tax) |
(163 | ) | ||||||
|
|
|||||||
Total comprehensive income for the year |
652 | |||||||
|
|
The accompanying notes are an integral part of these consolidated statements of income and comprehensive income.
2
Consolidated financial statements continued
Consolidated balance sheet
as at 30 June
Notes | 2018 £m |
|||||||
Non-current assets |
||||||||
Goodwill |
10 | 4,972 | ||||||
Intangible assets |
11 | 4,531 | ||||||
Property, plant and equipment |
12 | 2,548 | ||||||
Investments in joint ventures and associates |
13 | 42 | ||||||
Available-for-sale investments |
14 | 117 | ||||||
Deferred tax assets |
15 | 425 | ||||||
Programme distribution rights |
16 | 109 | ||||||
Trade and other receivables |
17 | 45 | ||||||
Derivative financial assets |
21 | 475 | ||||||
13,264 | ||||||||
|
|
|||||||
Current assets |
||||||||
Inventories |
16 | 1,305 | ||||||
Trade and other receivables |
17 | 1,729 | ||||||
Current tax assets |
2 | |||||||
Cash and cash equivalents |
21 | 1,622 | ||||||
Derivative financial assets |
21 | 80 | ||||||
4,738 | ||||||||
|
|
|||||||
Total assets |
18,002 | |||||||
|
|
|||||||
Current liabilities |
||||||||
Borrowings |
20 | 447 | ||||||
Trade and other payables |
18 | 4,586 | ||||||
Current tax liabilities |
139 | |||||||
Provisions |
19 | 127 | ||||||
Derivative financial liabilities |
21 | 22 | ||||||
5,321 | ||||||||
|
|
|||||||
Non-current liabilities |
||||||||
Borrowings |
20 | 7,754 | ||||||
Trade and other payables |
18 | 141 | ||||||
Provisions |
19 | 81 | ||||||
Derivative financial liabilities |
21 | 428 | ||||||
Deferred tax liabilities |
15 | 257 | ||||||
8,661 | ||||||||
|
|
|||||||
Total liabilities |
13,982 | |||||||
|
|
|||||||
Share capital |
23 | 860 | ||||||
Share premium |
24 | 2,704 | ||||||
Reserves |
24 | 452 | ||||||
Total equity attributable to equity shareholders of the parent company |
24 | 4,016 | ||||||
|
|
|||||||
Total equity attributable to non-controlling interests |
4 | |||||||
Total liabilities and equity |
18,002 | |||||||
|
|
The accompanying notes are an integral part of this consolidated balance sheet.
3
Consolidated cash flow statement
for the year ended 30 June
Notes | 2018 £m |
|||||||
Cash flows from operating activities |
||||||||
Cash generated from operations |
25 | 1,910 | ||||||
Interest received |
7 | |||||||
Taxation paid |
(151 | ) | ||||||
Net cash from operating activities |
1,766 | |||||||
|
|
|||||||
Cash flows from investing activities |
||||||||
Dividends received from joint ventures and associates |
131 | |||||||
Funding to joint ventures and associates |
(8 | ) | ||||||
Purchase of property, plant and equipment |
(662 | ) | ||||||
Purchase of intangible assets |
(523 | ) | ||||||
Purchase of subsidiaries (net of cash and cash equivalents purchased) |
(11 | ) | ||||||
Purchase of available-for-sale investments |
(18 | ) | ||||||
Proceeds on disposal of available-for-sale investments |
69 | |||||||
Decrease in short-term deposits |
300 | |||||||
Net cash used in investing activities |
(722 | ) | ||||||
|
|
|||||||
Cash flows from financing activities |
||||||||
Repayment of borrowings |
(787 | ) | ||||||
Repayment of obligations under finance leases |
(3 | ) | ||||||
Proceeds from disposal of shares in Employee Share Ownership Plan (ESOP) |
14 | |||||||
Purchase of own shares for ESOP |
(200 | ) | ||||||
Payments to satisfy exercise of employee share awards |
(5 | ) | ||||||
Interest paid |
(248 | ) | ||||||
Dividends paid to shareholders of the parent |
(396 | ) | ||||||
Dividends paid to holders of non-controlling interests |
(5 | ) | ||||||
Net cash used in financing activities |
(1,630 | ) | ||||||
|
|
|||||||
Net decrease in cash and cash equivalents |
(586 | ) | ||||||
|
|
|||||||
Cash and cash equivalents at the beginning of the year |
2,200 | |||||||
Effect of foreign exchange rate movements |
8 | |||||||
Cash and cash equivalents at the end of the year |
1,622 | |||||||
|
|
The accompanying notes are an integral part of this consolidated cash flow statement.
4
Consolidated financial statements continued
Consolidated statement of changes in equity
for the year ended 30 June
Attributable to equity shareholders of the parent company | ||||||||||||||||||||||||||||||||||||
Share | Share | ESOP | Hedging | Other | Retained (deficit) |
Total shareholders |
Non- controlling |
Total | ||||||||||||||||||||||||||||
capital | premium | reserve | reserve | reserves | earnings | equity | interests | equity | ||||||||||||||||||||||||||||
£m | £m | £m | £m | £m | £m | £m | £m | £m | ||||||||||||||||||||||||||||
At 1 July 2017 |
860 | 2,704 | (78 | ) | 86 | 364 | (98 | ) | 3,838 | 9 | 3,847 | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Profit for the year |
| | | | | 815 | 815 | | 815 | |||||||||||||||||||||||||||
Net investment hedges |
| | | | (42 | ) | | (42 | ) | | (42 | ) | ||||||||||||||||||||||||
Recognition and transfer of cash flow hedges: |
||||||||||||||||||||||||||||||||||||
- In equity |
| | | (139 | ) | | | (139 | ) | | (139 | ) | ||||||||||||||||||||||||
- In income statement |
| | | 64 | | | 64 | | 64 | |||||||||||||||||||||||||||
- In non-financial assets (basis adjustment) |
| | | (71 | ) | | | (71 | ) | | (71 | ) | ||||||||||||||||||||||||
Tax on items taken directly to equity |
| | | 25 | | | 25 | | 25 | |||||||||||||||||||||||||||
Revaluation of available-for-sale investments |
| | | | 49 | | 49 | | 49 | |||||||||||||||||||||||||||
Transfer to income statement on disposal of available-for-sale investment |
| | | | (49 | ) | | (49 | ) | | (49 | ) | ||||||||||||||||||||||||
Total comprehensive income for the year |
| | | (121 | ) | (42 | ) | 815 | 652 | | 652 | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Share-based payment |
| | 69 | | | (166 | ) | (97 | ) | | (97 | ) | ||||||||||||||||||||||||
Tax on items taken directly to equity |
| | | | | 19 | 19 | | 19 | |||||||||||||||||||||||||||
Dividends |
| | | | | (396 | ) | (396 | ) | (5 | ) | (401 | ) | |||||||||||||||||||||||
At 30 June 2018 |
860 | 2,704 | (9 | ) | (35 | ) | 322 | 174 | 4,016 | 4 | 4,020 | |||||||||||||||||||||||||
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For a description of the nature and purpose of each equity reserve, see note 24.
The accompanying notes are an integral part of this consolidated statement of changes in equity.
5
Notes to the consolidated financial statements
6
Notes to the consolidated financial statements continued
7
8
Notes to the consolidated financial statements continued
9
10
Notes to the consolidated financial statements continued
11
12
Notes to the consolidated financial statements continued
13
14
Notes to the consolidated financial statements continued
15
2. Operating segments
The Group has three reportable segments that are defined by geographic area to reflect how the Groups operations are monitored and managed. The reportable segments presented reflect the Groups management and reporting structure as viewed by the Board of Directors, which is considered to be the Groups chief operating decision maker.
Reportable segment | Description | |
UK and Ireland | The activities and operations of the pay TV, home communications, mobile and adjacent businesses in the UK and Ireland | |
Germany and Austria | The activities and operations of the pay TV and adjacent businesses in Germany and Austria | |
Italy | The activities and operations of the pay TV and adjacent businesses in Italy |
Segmental income statement for the year ended 30 June 2018
UK & Ireland* £m |
Germany & Austria* £m |
Italy* £m |
Adjusting Items and Eliminations £m |
Statutory Group Total £m |
||||||||||||||||
Direct-to-consumer |
7,611 | 1,896 | 2,323 | | 11,830 | |||||||||||||||
Content |
788 | 31 | 27 | (8 | ) | 838 | ||||||||||||||
Advertising |
540 | 96 | 281 | | 917 | |||||||||||||||
Revenue |
8,939 | 2,023 | 2,631 | (8 | ) | 13,585 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Inter-segment revenue |
(8 | ) | | | 8 | | ||||||||||||||
Revenue from external customers |
8,931 | 2,023 | 2,631 | | 13,585 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Programming |
(3,698 | ) | (1,243 | ) | (1,490 | ) | (57 | ) | (6,488 | ) | ||||||||||
Direct network costs |
(1,148 | ) | | | 9 | (1,139 | ) | |||||||||||||
Sales, general and administration |
(2,696 | ) | (784 | ) | (952 | ) | (492 | ) | (4,924 | ) | ||||||||||
Operating expense |
(7,542 | ) | (2,027 | ) | (2,442 | ) | (540 | ) | (12,551 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Depreciation and amortisation |
(499 | ) | (123 | ) | (153 | ) | (299 | ) | (1,074 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Operating profit (loss)* |
1,389 | (4 | ) | 189 | (540 | ) | 1,034 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Share of results of joint ventures and associates |
56 | |||||||||||||||||||
Investment income |
11 | |||||||||||||||||||
Finance costs |
(286 | ) | ||||||||||||||||||
Profit on disposal of available-for-sale investment |
49 | |||||||||||||||||||
Profit before tax |
864 | |||||||||||||||||||
|
|
16
Notes to the consolidated financial statements continued
2. Operating segments (continued)
* Results for each segment are presented on an adjusted basis. The Group evaluates performance of its reportable segments based on several factors, of which the primary financial measure is adjusted operating profit (loss). Transactions between segments are recorded based on estimated market prices.
During the year, the Groups pay TV business in the UK and Ireland repackaged its sport channel proposition, resulting in new sport-specific channels being retailed to the customer, which are consumed throughout the year. As a result, in accordance with the Groups accounting policy for the cost of sports rights, a portion of the total rights value has been allocated to the off-season period, and will be recognised on a straight-line basis over the off-season period. This change in accounting estimate has resulted in a reduction in programming expense of £35 million in the year.
Revenue of £8,325 million arises from goods and services provided to the UK and revenue of £5,260 million arises from services provided to other countries. Non-current assets located in the UK were £11,661 million and non-current assets located outside the UK were £499 million.
Included within operating profit for the year ended 30 June 2018 are adjusted items totalling £540 million, which are further analysed below:
| Costs of £194 million relating to corporate restructuring and efficiency programmes. These costs have been recognised as follows: |
| £24 million within Programming |
| £170 million within Sales, general and administration (SG&A) |
| Costs of £66 million relating to the integration of Sky Deutschland and Sky Italia in the enlarged Group. These costs have been recognised as follows: |
| £2 million within Programming |
| £64 million within SG&A |
| Costs of £23 million relating to advisory fees and share-based payments incurred as a result of offers for the Company recognised within SG&A. |
| Income of £21 million relating to regulatory related receipts and proceeds of settlements. This income has been recognised as follows: |
| £9 million within Direct Network Costs |
| £12 million within SG&A |
| Costs of £278 million relating to the amortisation of acquired intangible assets and related acquisition costs. These costs have been recognised as follows: |
| £31 million within Programming |
| £247 million within SG&A |
17
3. Investment income and finance costs
2018 £m |
||||
Investment income |
||||
Interest on cash, cash equivalents and short-term deposits |
3 | |||
Interest on other loans and receivables |
5 | |||
Dividends receivable from available-for-sale investments |
3 | |||
11 | ||||
|
|
|||
2018 £m |
||||
Finance costs |
||||
Interest payable and similar charges |
||||
Facility related costs |
(2 | ) | ||
Guaranteed Notes (see note 20) |
(215 | ) | ||
Finance lease interest |
(6 | ) | ||
Mobile handset financing costs |
(11 | ) | ||
(234 | ) | |||
|
|
|||
Other finance income (expense) |
||||
Remeasurement of borrowings and borrowings-related derivative financial instruments (not qualifying for hedge accounting) |
(57 | ) | ||
Remeasurement of other derivative financial instruments (not qualifying for hedge accounting) |
5 | |||
Loss arising on derivatives in a designated fair value hedge accounting relationship |
(14 | ) | ||
Gain arising on adjustment for hedged item in a designated fair value hedge accounting relationship |
14 | |||
(52 | ) | |||
|
|
|||
(286 | ) | |||
|
|
Borrowing costs included in the cost of qualifying assets during the year arose on the general borrowing pool and are calculated by applying a capitalisation rate of 2.5% to expenditure on such assets. The amount capitalised in the current year amounted to £8 million. Tax relief in the current year on capitalised interest totals £1 million. The Group has a £1 billion revolving credit facility, which remained undrawn at 30 June 2018.
4. Profit on disposal of available-for-sale investment
On 27 March 2018, the Group completed its disposal of its investment in Roku Inc. consisting of 2,571,740 shares for aggregate consideration of £58 million. A profit of £49 million was realised on disposal, being the excess of the consideration above the initial cost of the shares (£9 million).
5. Profit before taxation
Profit before taxation is stated after charging:
2018 £m |
||||
Cost of inventories recognised as an expense |
5,217 | |||
Depreciation, impairment and losses (profits) on disposals of property, plant and equipment |
430 | |||
Amortisation, impairment and losses (profits) on disposals of intangible assets |
644 | |||
Rentals on operating leases and similar arrangements |
101 |
Foreign exchange
Foreign exchange gains recognised in the income statement during the year amounted to £1 million.
18
Notes to the consolidated financial statements continued
5. Profit before taxation (continued)
Audit fees
An analysis of auditors remuneration is as follows:
2018 £m |
||||
Fees payable to the Companys auditor for the audit of the Companys annual accounts |
3.5 | |||
Fees payable to the Companys auditor for the audit of the Companys subsidiaries |
0.5 | |||
Total audit fees |
4.0 | |||
|
|
|||
Audit-related services |
0.7 | |||
Taxation services |
0.1 | |||
Other assurance services |
0.2 | |||
Other advisory services |
3.2 | |||
Total non-audit fees |
4.2 | |||
|
|
Other assurance services principally relate to assurance procedures performed on Group billing systems and The Bigger Picture assurance.
Deloitte Germany and Deloitte Italy provided technology consulting and advisory services to Sky Deutschland and Sky Italia during the year. The total fees for these services were £3.2 million. Total non-audit fees excluding non-audit fees incurred as a consequence of offers for the Company were £3.8 million.
6. Employee benefits and key management compensation
a) Group employee benefits
2018 £m |
||||
Wages and salaries |
1,306 | |||
Social security costs |
184 | |||
Costs of employee share option schemes1 |
94 | |||
Contributions to the Groups pension schemes2 |
48 | |||
1,632 | ||||
|
|
1 | £94 million relates to equity-settled share-based payments. |
2 | The Group operates defined contribution pension schemes. The pension charge for the year represents the cost of contributions payable by the Group to the schemes during the year. The amount payable to the schemes by the Group at 30 June 2018 was £7 million. |
The average monthly number of full-time equivalent persons (including temporary employees) employed by the Group during the year was as follows:
2018 Number |
||||
Channels and services |
5,684 | |||
Customer service, sales and marketing |
16,242 | |||
Transmission and technology |
4,497 | |||
Management and administration |
2,504 | |||
28,927 | ||||
|
|
There are approximately 1,476 temporary staff included within the average number of full-time equivalent persons employed by the Group.
b) Key management compensation (see note 28d)
2018 £m |
||||
Short-term employee benefits |
6 | |||
Share-based payments |
9 | |||
15 | ||||
|
|
Post-employment benefits were less than £1 million. The amounts disclosed for key management compensation are included within the disclosures in note 6(a).
19
7. Taxation
a) Taxation recognised in the income statement
2018 £m |
||||
Current tax expense |
||||
Current year UK |
142 | |||
Adjustment in respect of prior years UK |
(4 | ) | ||
Current year overseas |
21 | |||
Adjustment in respect of prior years overseas |
(2 | ) | ||
Total current tax charge |
157 | |||
|
|
|||
Deferred tax expense |
||||
Origination and reversal of temporary differences UK |
22 | |||
Adjustment in respect of prior years UK |
(5 | ) | ||
Origination and reversal of temporary differences overseas |
(59 | ) | ||
Adjustment in respect of prior years overseas |
(66 | ) | ||
Total deferred tax credit |
(108 | ) | ||
|
|
|||
Taxation |
49 | |||
|
|
b) Taxation recognised directly in equity
2018 £m |
||||
Current tax credit relating to share-based payments |
(6 | ) | ||
Deferred tax credit relating to share-based payments |
(13 | ) | ||
Deferred tax credit relating to cash flow hedges |
(25 | ) | ||
(44 | ) | |||
|
|
c) Reconciliation of effective tax rate
The tax expense for the year is lower than the expense that would have been charged using the statutory rate of corporation tax in the UK (19.0%) applied to profit before tax. The differences are explained below:
2018 £m |
||||
Profit before tax: |
864 | |||
Profit before tax multiplied by rate of corporation tax in the UK of 19.0% |
164 | |||
|
|
|||
Effects of: |
||||
Different statutory tax rates of overseas jurisdictions |
(17 | ) | ||
Disposal of Group investments |
(10 | ) | ||
Net effect of other non-taxable/non-deductible items |
(15 | ) | ||
Effect of tax rate changes |
4 | |||
Adjustments in respect of prior years |
(77 | ) | ||
Taxation |
49 | |||
|
|
8. Earnings per share
The weighted average number of shares for the year was:
2018 Millions of shares |
||||
Ordinary shares |
1,719 | |||
ESOP trust ordinary shares |
(3 | ) | ||
Basic shares |
1,716 | |||
|
|
|||
Dilutive ordinary shares from share options |
11 | |||
Diluted shares |
1,727 | |||
|
|
There are no share options which could potentially dilute earnings per share in the future but which have been excluded from the calculation of diluted earnings per share as they are anti-dilutive in the year.
20
Notes to the consolidated financial statements continued
8. Earnings per share (continued)
Basic and diluted earnings per share are calculated by dividing the profit for the year attributable to equity shareholders of the parent company by the weighted average number of shares for the year.
2018 £m |
||||
Profit attributable to equity shareholders of the parent company |
815 | |||
|
|
2018 pence |
||||
Earnings per share from profit for the year |
||||
Basic |
47.5p | |||
Diluted |
47.2p |
9. Dividends
2018 £m |
||||
Dividends declared and paid during the year |
||||
2018 Special dividend paid: 10.00p per ordinary share |
172 | |||
2018 Interim dividend paid: 13.06p per ordinary share |
224 | |||
396 | ||||
|
|
As the 21st Century Fox Offer had not become effective at 31 December 2017, and in accordance with the terms of the offer, a special dividend was paid on 9 February 2018.
Dividends are paid between Group companies out of profits available for distribution subject to, inter alia, the provisions of the companies articles of association and the Companies Act 2006. The ESOP has waived its rights to dividends.
10. Goodwill
£m | ||||
Carrying value |
||||
At 1 July 2017 |
4,930 | |||
|
|
|||
Foreign exchange movements |
16 | |||
Other |
26 | |||
At 30 June 2018 |
4,972 | |||
|
|
21
Goodwill has principally arisen from the Groups purchases of Sky Deutschland, Sky Italia, British Interactive Broadcasting (BiB), Easynets UK broadband network assets and residential activities, 365 Medias content activities, Amstrad, Living TV, The Cloud and the O2 consumer broadband and fixed-line telephony business.
Goodwill, allocated by cash generating unit, is analysed as follows:
2018 £m |
||||
UK and Ireland1 |
936 | |||
Germany and Austria2 |
3,213 | |||
Italy3 |
823 | |||
4,972 | ||||
|
|
Impairment reviews were performed on these goodwill balances at 30 June 2018, which did not indicate impairment.
Recoverable amounts for each of the cash generating units (CGUs) were calculated on the basis of value in use, using cash flows calculated for the next four years as forecast by management. In order to extrapolate cash flow projections beyond this period:
| A growth rate of 2% for subsequent years was applied to the UK and Ireland CGU; |
| An initial growth rate of 20% for the four years beyond our plan period, declining to 2% for subsequent years, was applied to the Germany and Austria CGU; and |
| An initial growth rate of 20% for the four years beyond our plan period, declining to 2% for subsequent years, was applied to the planned Italian broadband triple-play service and a growth rate of 2% for subsequent years for the remainder of the Italy CGU. |
The growth rates selected were based on an extrapolation of trends included within management forecasts and on historical growth rates observed by the Group for similar products and/or in similar markets. The approach with respect to growth rates has been updated in the current year to reflect our business plans and expected medium-term penetration of the market in the Germany and Austria CGU and expected medium-term growth following the launch of the Italian broadband triple-play service in the Italy CGU.
The cash flows of the UK and Ireland CGU were discounted using a pre-tax discount rate of 8%, the cash flows of the Germany and Austria CGU were discounted using a pre-tax discount rate of 8% and the cash flows of the Italy CGU were discounted using a pre-tax discount rate of 9%.
In determining the applicable discount rate, management applied judgement in respect of several factors, which included, inter alia: assessing the risk attached to future cash flows and making reference to the capital asset pricing model (the CAPM). Management gave consideration to the selection of appropriate inputs to the CAPM, which included the risk free rate, the equity risk premium and a measure of systematic risk. Management also considered capital structure and an appropriate cost of debt in arriving at the discount rate.
The key assumptions used to calculate the value in use for each unit include the discount rate, the growth rate used to extrapolate cash flow projections and forecast cash flows. The metrics on which the forecast cash flows of each unit were derived include the number of gross customer additions, the rate of churn, the average revenue per customer, levels of programming spend, acquisition costs per customer and anticipated changes in the product mix and marketing mix of the business activities. The values assigned to each of these were determined based on the extrapolation of historical trends within the Group, and external information on expected future trends in the entertainment and communications industry in each territory.
Sensitivity analysis
Changing of the key assumptions selected by management, in particular the discount rate, forecast cash flows and the growth rate used to extrapolate cash flow projections, could significantly affect the Groups impairment evaluation and hence reported assets and profits or losses.
Other than as disclosed below, management believes that no reasonably possible change in any of these key assumptions would cause the carrying value of any CGU to exceed its recoverable amount.
The following changes to key assumptions used in the impairment review would, in isolation, lead to the recoverable amount being equal to the carrying value as at 30 June 2018. For the Germany and Austria CGU, (i) the discount rate would need to increase from 8% to 10%; (ii) the cash flows would need to decrease by 26% in each year; or (iii) the initial growth rate used to extrapolate those cash flow projections would need to decline from 20% to 10%. For the Italy CGU, (i) the discount rate would need to increase from 9% to 12%; or (ii) the cash flows would need to decrease by 26% in each year.
1. UK and Ireland
The UK and Ireland unit includes goodwill arising from the purchase of BiB, Easynets UK broadband network assets and residential activities, 365 Medias content activities, Amstrad, Living TV, The Cloud and the O2 consumer broadband and fixed-line telephony business. The UK and Ireland unit includes intangibles with indefinite lives of £31 million.
2. Germany and Austria
The Germany and Austria unit includes goodwill arising from the purchase of Sky Deutschland.
3. Italy
The Italy unit includes goodwill arising from the purchase of Sky Italia. The Italy unit includes intangibles with indefinite lives of £580 million.
22
Notes to the consolidated financial statements continued
11. Intangible assets
Trademarks £m |
Internally generated intangible assets £m |
Software development (external) and software licences £m |
Customer contracts and related customer relationships £m |
Other intangible assets £m |
Internally generated intangible assets not yet available for use £m |
Acquired intangible assets not yet available for use £m |
Total £m |
|||||||||||||||||||||||||
Cost |
||||||||||||||||||||||||||||||||
At 1 July 2017 |
573 | 947 | 854 | 3,654 | 592 | 121 | 287 | 7,028 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Additions from business combinations |
| | | 3 | | | | 3 | ||||||||||||||||||||||||
Additions |
| 107 | 106 | | 53 | 200 | 104 | 570 | ||||||||||||||||||||||||
Disposals |
| (26 | ) | (13 | ) | | (7 | ) | (6 | ) | (7 | ) | (59 | ) | ||||||||||||||||||
Transfers |
| 108 | 113 | | 1 | (108 | ) | (114 | ) | | ||||||||||||||||||||||
Foreign exchange movements |
7 | | 1 | 17 | | | | 25 | ||||||||||||||||||||||||
At 30 June 2018 |
580 | 1,136 | 1,061 | 3,674 | 639 | 207 | 270 | 7,567 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Amortisation |
||||||||||||||||||||||||||||||||
At 1 July 2017 |
6 | 475 | 517 | 924 | 480 | | | 2,402 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Amortisation |
| 166 | 145 | 236 | 71 | | | 618 | ||||||||||||||||||||||||
Disposals |
| (26 | ) | (13 | ) | | (7 | ) | (6 | ) | | (52 | ) | |||||||||||||||||||
Impairments |
| 4 | 9 | | | 6 | | 19 | ||||||||||||||||||||||||
Foreign exchange movements |
| | 2 | 47 | | | | 49 | ||||||||||||||||||||||||
At 30 June 2018 |
6 | 619 | 660 | 1,207 | 544 | | | 3,036 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Carrying amounts |
||||||||||||||||||||||||||||||||
At 1 July 2017 |
567 | 472 | 337 | 2,730 | 112 | 121 | 287 | 4,626 | ||||||||||||||||||||||||
At 30 June 2018 |
574 | 517 | 401 | 2,467 | 95 | 207 | 270 | 4,531 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The estimated future amortisation charge on intangible assets with finite lives for each of the next five years is set out below. It is likely that future amortisation will vary from the figures below as the estimate does not include the impact of any future investments, disposals or capital expenditure.
Year ending 30 June |
2019 £m |
2020 £m |
2021 £m |
2022 £m |
2023 £m |
|||||||||||||||
Estimated amortisation charge |
594 | 489 | 417 | 342 | 293 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
Within intangible assets there are certain assets with indefinite useful lives. The carrying value of these assets is £611 million.
The Groups internally generated intangible assets relate principally to software development associated with our customer management systems and set-top boxes. The Groups other intangible assets mainly include copyright licences and connection fees.
As part of the acquisition of Sky Italia the Group acquired the rights to use trademarks in certain territories. The rights to use trademarks in certain territories are considered to have indefinite lives because the Group has the intention and ability to consume these rights over an indefinite period. An impairment review of the assets is performed annually as part of the Groups impairment reviews of its CGUs (see note 10).
Included within customer contracts and related customer relationships are intangible assets with a net book value of £1,439 million and a remaining useful life of 12 years relating to the acquired customer base in Germany and Austria and intangible assets with a net book value of £953 million and a remaining useful life of 12 years relating to the acquired customer base in Italy.
23
12. Property, plant and equipment
Freehold land and buildings2 £m |
Leasehold improvements £m |
Equipment, furniture and fixtures £m |
Owned set-top boxes £m |
Assets not yet available for use £m |
Total1 £m |
|||||||||||||||||||
Cost |
||||||||||||||||||||||||
At 1 July 2017 |
653 | 99 | 1,970 | 934 | 240 | 3,896 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Additions |
4 | 17 | 66 | 48 | 568 | 703 | ||||||||||||||||||
Disposals |
(2 | ) | (17 | ) | (35 | ) | (278 | ) | | (332 | ) | |||||||||||||
Transfers |
31 | 5 | 118 | 465 | (619 | ) | | |||||||||||||||||
Foreign exchange movements |
| | 1 | 4 | | 5 | ||||||||||||||||||
At 30 June 2018 |
686 | 104 | 2,120 | 1,173 | 189 | 4,272 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Depreciation |
||||||||||||||||||||||||
At 1 July 2017 |
84 | 47 | 1,221 | 271 | | 1,623 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Depreciation |
14 | 9 | 172 | 201 | | 396 | ||||||||||||||||||
Impairments |
| | 6 | 8 | | 14 | ||||||||||||||||||
Disposals |
(2 | ) | (17 | ) | (34 | ) | (259 | ) | | (312 | ) | |||||||||||||
Foreign exchange movements |
| | | 3 | | 3 | ||||||||||||||||||
At 30 June 2018 |
96 | 39 | 1,365 | 224 | | 1,724 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Carrying amounts |
||||||||||||||||||||||||
At 1 July 2017 |
569 | 52 | 749 | 663 | 240 | 2,273 | ||||||||||||||||||
At 30 June 2018 |
590 | 65 | 755 | 949 | 189 | 2,548 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
1 | The amounts shown include assets held under finance leases with a net book value of £15 million. The cost of these assets was £41 million and the accumulated depreciation was £26 million. Depreciation charged during the year on such assets was £4 million. |
2 | Depreciation was not charged on £88 million of land. |
13. Investments in joint ventures and associates
The movement in joint ventures and associates during the year was as follows:
2018 £m |
||||
Share of net assets: |
||||
At 1 July |
116 | |||
Movement in net assets |
||||
Funding |
8 | |||
Dividends received |
(131 | ) | ||
Share of profits |
56 | |||
Disposal of joint ventures and associates |
(7 | ) | ||
At 30 June |
42 |
The aggregate carrying amount of the investments in joint ventures and associates that are not individually material for the Group is £42 million as at 30 June 2018. The Groups share of any capital commitments and contingent liabilities of associates and joint ventures is shown within the totals in note 26.
24
Notes to the consolidated financial statements continued
13. Investments in joint ventures and associates (continued)
a) Investments in associates
During the year, the Group received a cash distribution of £113 million from Sky Bet, following Sky Bets recapitalisation. The distribution was applied to reduce the carrying value of the Groups investment in Sky Bet to nil, with the excess of £33 million being recognised as income. On 21 April 2018, the Group reached an agreement to dispose of its investment in Sky Bet to The Stars Group Inc., following which the investment was reclassified as a held for sale asset, with a carrying value of nil. The sale of this investment was completed on 10 July 2018 (for further details see note 29).
b) Investments in joint ventures
Representing the Groups share of each joint venture:
2018 £m |
||||
Non-current assets |
9 | |||
Current assets |
80 | |||
Current liabilities |
(30 | ) | ||
Non-current liabilities |
(144 | ) | ||
Shareholders deficit |
(85 | ) | ||
|
|
|||
Revenue |
89 | |||
Expense |
(72 | ) | ||
Taxation |
(3 | ) | ||
Share of profit from joint ventures |
14 | |||
|
|
14. Available-for-sale investments
At 30 June 2018 the Group held £117 million of unlisted investments. These investments consist of minority equity stakes in a number of technology and start-up companies.
During 2018, the Group purchased investments in iflix Limited (£8 million) and Fubo TV (£4 million). Other principal investments include Dataxu Inc. During the year, the Group sold its investment in Roku Inc. for an aggregate consideration of £58 million, realising a profit on disposal of £49 million (for further details see note 4).
25
15. Deferred tax
i) Recognised deferred tax assets (liabilities)
Share-based | Financial | |||||||||||||||||||||||||||
Accelerated | Intangibles on | Short-term | payments | instruments | ||||||||||||||||||||||||
tax | business | temporary | temporary | temporary | ||||||||||||||||||||||||
depreciation | combinations | Tax losses | differences | differences | differences | Total | ||||||||||||||||||||||
£m | £m | £m | £m | £m | £m | £m | ||||||||||||||||||||||
At 1 July 2017 |
(45 | ) | (760 | ) | 740 | 57 | 53 | (23 | ) | 22 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Credit (charge) to income |
10 | 31 | 62 | 23 | (22 | ) | 8 | 112 | ||||||||||||||||||||
Credit to equity |
| | | | 14 | 28 | 42 | |||||||||||||||||||||
Effect of change in tax rate |
||||||||||||||||||||||||||||
Income |
1 | (3 | ) | | | (1 | ) | (1 | ) | (4 | ) | |||||||||||||||||
Equity |
| | | | (1 | ) | (3 | ) | (4 | ) | ||||||||||||||||||
Foreign exchange movements |
| (5 | ) | 5 | | | | | ||||||||||||||||||||
At 30 June 2018 |
(34 | ) | (737 | ) | 807 | 80 | 43 | 9 | 168 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax assets have been recognised at 30 June 2018 on the basis that, from managements current forecast of the Groups entities, it is probable that there will be suitable taxable profits against which these assets can be utilised. The carrying value of deferred tax assets in excess of deferred tax liabilities principally arising on the acquisition of Sky Deutschland was £401 million as at 30 June 2018. The majority of the deferred tax asset relates to tax losses in the German and Austrian businesses, which can be carried forward indefinitely.
The Directors have concluded that it is probable that there will be sufficient future taxable profits against which the German and Austrian losses can be utilised, taking into account the Groups latest available medium term plan, which was considered by the Companys Board of Directors, and extrapolated beyond the forecast period as disclosed in note 10. The forecast shows that the Group will continue to benefit from the utilisation of the tax losses beyond the initial forecasting period.
For further details regarding this judgement, please refer to the Groups critical accounting policies and the use of judgement and estimates section, contained in note 1.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the periods in which they reverse. The rates enacted or substantively enacted for the relevant periods of reversal are 17.0% from 1 April 2020 in the UK; 27.9% in Italy; and 27.4% in Germany.
Certain deferred tax assets and liabilities have been offset jurisdiction by jurisdiction.
2018 £m |
||||
Deferred tax assets |
425 | |||
Deferred tax liabilities |
(257 | ) | ||
168 | ||||
|
|
ii) Unrecognised deferred tax assets
2018 £m |
||||
Tax losses arising from trading (gross: £1,641 million) |
259 | |||
Tax losses arising from capital disposals and provisions against investments (gross: £1,330 million) |
226 | |||
485 | ||||
|
|
Deferred tax assets have not been recognised in respect of these items because it is not probable that future taxable profits will be available against which the Group can utilise the losses.
At 30 June 2018, a deferred tax asset of £1 million principally arising from UK trading losses in the Group has not been recognised. These losses can only be offset against taxable profits generated in the entities concerned. There is currently insufficient evidence to support the recognition of a deferred tax asset relating to these losses. The UK trading losses can be carried forward indefinitely.
At 30 June 2018, a deferred tax asset of £258 million has not been recognised in respect of overseas trading losses on the basis that it is not probable that these temporary differences will be utilised. These losses include £257 million with respect to the Groups former investment in KirchPayTV and £1 million with respect to other subsidiaries. The KirchPayTV losses can be carried forward indefinitely.
At 30 June 2018, a deferred tax asset of £223 million has not been recognised in respect of UK capital losses related to the Groups former investment in KirchPayTV, on the basis that utilisation of these temporary differences is not probable. At 30 June 2018, the Group also has UK capital losses with a tax value estimated to be £3 million including impairment of a football club and other investments, which have not been recognised as a deferred tax asset, on the basis that it is not probable that they will be utilised. The capital losses can be carried forward indefinitely.
26
Notes to the consolidated financial statements continued
16. Inventories
2018 £m |
||||
Television programme rights |
1,250 | |||
Set-top boxes and related equipment |
48 | |||
Other inventories |
7 | |||
Current inventory |
1,305 | |||
|
|
|||
Non-current programme distribution rights |
109 | |||
Total inventory |
1,414 | |||
|
|
At 30 June 2018, 74% of the television programme rights and 100% of set-top boxes and related equipment and other inventories are expected to be recognised in the income statement within 12 months.
Inventories with a carrying value of £13 million were written-down in the year.
17. Trade and other receivables
2018 £m |
||||
Gross trade receivables |
588 | |||
Less: provision for impairment of receivables |
(188 | ) | ||
Net trade receivables |
400 | |||
|
|
|||
Amounts receivable from joint ventures and associates |
11 | |||
Amounts receivable from other related parties |
13 | |||
Prepayments |
678 | |||
Accrued income |
553 | |||
VAT |
2 | |||
Other receivables |
72 | |||
Current trade and other receivables |
1,729 | |||
|
|
|||
Prepayments |
11 | |||
Amounts receivable from joint ventures and associates |
15 | |||
Other receivables |
19 | |||
Non-current trade and other receivables |
45 | |||
|
|
|||
Total trade and other receivables |
1,774 | |||
|
|
Included within current trade and other receivables is nil which is due in more than one year.
The ageing of the Groups net trade receivables which are past due but not impaired is as follows:
2018 £m |
||||
Up to 30 days past due date |
59 | |||
30 to 60 days past due date |
18 | |||
60 to 120 days past due date |
19 | |||
120+ days past due date |
3 | |||
99 | ||||
|
|
The Directors consider that the carrying amount of trade and other receivables approximates their fair values. The Group is exposed to credit risk on its trade and other receivables, however the Group does not have any significant concentrations of credit risk, with exposure spread over a large number of counterparties and customers. Trade receivables principally comprise amounts outstanding from subscribers, advertisers and other customers.
Provisions for doubtful debts
2018 £m |
||||
Balance at beginning of year |
120 | |||
Amounts utilised |
(29 | ) | ||
Provided during the year |
97 | |||
Balance at end of year |
188 | |||
|
|
27
18. Trade and other payables
2018 £m |
||||
Trade payables |
1,907 | |||
Amounts owed to joint ventures and associates |
23 | |||
Amounts owed to other related parties |
175 | |||
VAT |
169 | |||
Accruals |
1,526 | |||
Deferred income |
530 | |||
Other payables |
256 | |||
Current trade and other payables |
4,586 | |||
|
|
|||
Trade payables |
50 | |||
Amounts owed to other related parties |
3 | |||
Deferred income |
54 | |||
Other payables |
34 | |||
Non-current trade and other payables |
141 | |||
|
|
|||
Total trade and other payables |
4,727 | |||
|
|
The Directors consider that the carrying amount of trade and other payables approximates their fair values. Trade payables principally comprise amounts outstanding for programming purchases and ongoing costs.
19. Provisions
Provided/ | ||||||||||||||||||||||||
At | Reclassified | (released) | Utilised | Foreign | At | |||||||||||||||||||
1 July | during the | during the | during | exchange | 30 June | |||||||||||||||||||
2017 | year | year | the year | movement | 2018 | |||||||||||||||||||
£m | £m | £m | £m | £m | £m | |||||||||||||||||||
Current liabilities |
||||||||||||||||||||||||
Restructuring provision1 |
13 | | 12 | (4 | ) | | 21 | |||||||||||||||||
Customer-related provisions2 |
38 | | | (21 | ) | | 17 | |||||||||||||||||
Other provisions3 |
56 | 2 | 45 | (14 | ) | | 89 | |||||||||||||||||
107 | 2 | 57 | (39 | ) | | 127 | ||||||||||||||||||
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|
|||||||||||||
Non-current liabilities |
||||||||||||||||||||||||
Other provisions |
49 | (2 | ) | 36 | (35 | ) | 2 | 50 | ||||||||||||||||
Employee benefit obligations4 |
34 | | (1 | ) | (2 | ) | | 31 | ||||||||||||||||
83 | (2 | ) | 35 | (37 | ) | 2 | 81 | |||||||||||||||||
|
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1 | These provisions relate to costs incurred as part of corporate restructuring and efficiency programmes. |
2 | These provisions include costs of a programme to replace aged customer equipment. |
3 | Included in current other provisions are amounts provided for legal disputes, warranty liabilities and onerous contracts for property leases and maintenance. The timing of the cash flows for onerous leases is dependent on the terms of the leases, but is expected to continue up to June 2019. |
4 | In 2015, the Group acquired employee benefit obligations as part of its acquisitions of Sky Deutschland and Sky Italia. These obligations are described further below. |
Employee benefit obligations
At | At | |||||||||||
1 July |
Pension | 30 June | ||||||||||
2017 | payments | 2018 | ||||||||||
£m | £m | £m | ||||||||||
Sky Deutschland defined benefit obligations |
14 | | 14 | |||||||||
Sky Italia employee benefit obligations |
20 | (3 | ) | 17 | ||||||||
34 | (3 | ) | 31 | |||||||||
|
|
|
|
|
|
28
Notes to the consolidated financial statements continued
19. Provisions (continued)
a) Sky Deutschland
Sky Deutschland operates unfunded final salary defined benefit pension plans that are not covered by plan assets. These plans were closed to future accrual. The total defined benefit obligation at 30 June 2018 was £14 million. The amount of the pension entitlement depends on the salary of the respective employee at the time of retirement. Employee benefit obligations will be funded out of current and future earnings.
The present value of the obligations was measured using the projected unit credit method applying the following principal assumptions:
| Actuarial projections (including assumptions about cost-of-living increases, salary increases, etc.) were made to value the future benefits expected to be paid by the post-employment plan in the event of mortality (both during and after employment), disability and early retirement. Seniority and rates of employee turnover as well as salary and benefit levels at the measurement date were also taken into account in projecting future benefits; |
| The average present value at the measurement date has been calculated on the basis of the assumed annual discount rate and the probability of services being rendered; |
| The following specific assumptions have been used: |
| Annual discount rate of 1.91%; |
| Annual growth rate of 2.00%; |
| Annual salary growth rate of 2.50%; and |
| Annual fluctuation rate in employees of 7.00%. |
Since there are no plan assets as defined by IAS 19 (revised 2011) and all actuarial gains and losses are recognised when incurred, the present value of the defined benefit obligation of the pension obligations and the obligations similar to pensions is equivalent to the provision recognised on the balance sheet.
Reasonably possible changes to these assumptions would not have a material impact on the provision.
The weighted average maturity of the defined benefit obligation is 19 years as of the balance sheet date.
Expected pension payments in the year to 30 June 2019 are less than £1 million.
b) Sky Italia
Sky Italias employee benefit obligations relate to a provision for employee retirement, determined using actuarial techniques (as discussed further below) and regulated by Article 2120 of the Italian Civil Code. These plans were closed to future accrual. The total employee benefit obligation at 30 June 2018 was £17 million. The benefit is paid upon retirement as a lump sum, the amount of which corresponds to the total of the provisions accrued during the employees service period based on payroll costs as revalued until retirement. Employee benefit obligations will be funded out of current and future earnings.
The present value of the obligations was measured using the projected unit credit method applying the following principal assumptions:
| Actuarial projections (including assumptions about cost-of-living increases, salary increases, etc.) were made to value the future benefits expected to be paid by the post-employment plan in the event of mortality (both during and after employment), disability and early retirement. Seniority and rates of employee turnover as well as salary and benefit levels at the measurement date were also taken into account in projecting future benefits; |
| The average present value at the measurement date has been calculated on the basis of the assumed annual discount rate and the probability of services being rendered; |
| The following specific assumptions have been used: |
| Annual discount rate of 0.00%; |
| Annual inflation rate of 1.90%; |
| Annual revaluation rate of 2.93%; |
| Annual fluctuation rate in employees of 5.04%; and |
| Annual mortality rate of 0.21%. |
Since there are no plan assets as defined by IAS 19 (revised 2011) and all actuarial gains and losses are recognised when incurred, the present value of the defined benefit obligation of the pension obligations and the obligations similar to pensions is equivalent to the provision recognised on the balance sheet.
Reasonably possible changes to these assumptions would not have a material impact on the provision.
The weighted average maturity of the defined benefit obligation is 15 years as of the balance sheet date.
Expected pension payments in the year to 30 June 2019 are £2 million.
29
20. Borrowings
2018 £m |
||||
Current borrowings |
||||
Obligations under finance leases(ii) |
9 | |||
US$582.8 million of 9.500% Guaranteed Notes repayable in November 2018(i) |
438 | |||
447 | ||||
|
|
|||
Non-current borrowings |
||||
US$750 million of 2.625% Guaranteed Notes repayable in September 2019(i) |
561 | |||
600 million of Guaranteed Floating Rate Notes repayable in April 2020(i) |
530 | |||
£450 million of 2.875% Guaranteed Notes repayable in November 2020(i) |
453 | |||
1,500 million of 1.500% Guaranteed Notes repayable in September 2021(i) |
1,322 | |||
US$800 million of 3.125% Guaranteed Notes repayable in November 2022(i) |
603 | |||
850 million of 1.875% Guaranteed Notes repayable in November 2023(i) |
749 | |||
US$1,250 million of 3.750% Guaranteed Notes repayable in September 2024(i) |
942 | |||
500 million of 2.250% Guaranteed Notes repayable in November 2025(i) |
440 | |||
1,000 million of 2.500% Guaranteed Notes repayable in September 2026(i) |
880 | |||
£300 million of 6.000% Guaranteed Notes repayable in May 2027(i) |
297 | |||
£300 million of 4.000% Guaranteed Notes repayable in November 2029(i) |
298 | |||
400 million of 2.750% Guaranteed Notes repayable in November 2029(i) |
351 | |||
US$350 million of 6.500% Guaranteed Notes repayable in October 2035(i) |
261 | |||
Obligations under finance leases(ii) |
67 | |||
7,754 | ||||
|
|
(i) Guaranteed Notes
At 30 June 2018, the Group had in issue the following Guaranteed fixed and floating rate notes, which were issued by the Company:
Interest Rate Hedging | Hedged Interest Rates | |||||||||||||||||||
Hedged Value* £m |
Fixed £m |
Floating £m |
Fixed | Floating | ||||||||||||||||
US$582.8 million of 9.500% Guaranteed Notes repayable in November 2018 |
389 | 260 | 129 | 7.091 | % | 6m LIBOR +5.542 | % | |||||||||||||
£450 million of 2.875% Guaranteed Notes repayable in November 2020 |
450 | | 450 | | 3m LIBOR +1.230 | % | ||||||||||||||
500 million of 2.250% Guaranteed Notes repayable in November 2025 |
356 | 356 | | 3.721 | % | | ||||||||||||||
1,195 | 616 | 579 | ||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||
Interest Rate Hedging | Hedged Interest Rates | |||||||||||||||||||
Hedged Value* m |
Fixed m |
Floating m |
Fixed | Floating | ||||||||||||||||
US$750 million of 2.625% Guaranteed Notes repayable in September 2019 |
581 | | 581 | | 3m EURIBOR +0.656 | % | ||||||||||||||
600 million of Guaranteed Floating Rate Notes repayable in April 2020 |
600 | | 600 | | 3m EURIBOR +0.750 | % | ||||||||||||||
1,500 million of 1.500% Guaranteed Notes repayable in September 2021 |
1,500 | 1,500 | | 1.500 | % | | ||||||||||||||
US$800 million of 3.125% Guaranteed Notes repayable in November 2022 |
689 | 689 | | 2.118 | % | | ||||||||||||||
850 million of 1.875% Guaranteed Notes repayable in November 2023 |
850 | 850 | | 1.875 | % | | ||||||||||||||
US$1,250 million of 3.750% Guaranteed Notes repayable in September 2024 |
969 | 969 | | 2.187 | % | | ||||||||||||||
1,000 million of 2.500% Guaranteed Notes repayable in September 2026 |
1,000 | 1,000 | | 2.500 | % | | ||||||||||||||
£300 million of 6.000% Guaranteed Notes repayable in May 2027 |
411 | 411 | | 5.006 | % | | ||||||||||||||
£300 million of 4.000% Guaranteed Notes repayable in November 2029 |
399 | 399 | | 3.122 | % | | ||||||||||||||
400 million of 2.750% Guaranteed Notes repayable in November 2029 |
400 | 400 | | 2.750 | % | | ||||||||||||||
7,399 | 6,218 | 1,181 | ||||||||||||||||||
|
|
|
|
|
|
30
Notes to the consolidated financial statements continued
20. Borrowings (continued)
At 30 June 2018, the Group had in issue the following Guaranteed Notes, which were issued by Sky Group Finance plc:
Hedged Value* £m |
Interest Rate Hedging |
Hedged Interest Rates |
||||||||||
Fixed £m | Fixed | |||||||||||
US$350 million of 6.500% Guaranteed Notes repayable in October 2035 |
200 | 200 | 5.864% | |||||||||
200 | 200 | |||||||||||
|
|
|
|
* | Hedged value is the final redemption value including any hedging |
The Group has a Global Medium-Term Note Programme (the Programme), which provides the Group with a standardised documentation platform for senior debt issuance of up to £5 billion in the major global bond markets. The 500 million of 2.250% Guaranteed Notes maturing in November 2025 and the £300 million of 6.000% Guaranteed Notes maturing in May 2027 have been issued under this Programme.
31
(ii) Finance leases
The minimum lease payments under finance leases fall due as follows:
2018 £m |
||||
Within one year |
9 | |||
Between one and five years |
39 | |||
After five years |
28 | |||
Present value of finance lease liabilities |
76 | |||
|
|
|||
Within one year |
1 | |||
Between one and five years |
15 | |||
After five years |
33 | |||
Future finance charges on finance lease liabilities |
49 | |||
|
|
|||
Within one year |
10 | |||
Between one and five years |
54 | |||
After five years |
61 | |||
Minimum lease payments of finance lease liabilities |
125 | |||
|
|
The main obligations under finance leases are in relation to:
(a) | finance arrangements in connection with the broadband network infrastructure. During the year, repayments of £8 million were made against the lease. A proportion of these payments have been allocated against the capital outstanding. The lease bears interest at a rate of 11.1% and expires in November 2039. |
(b) | finance arrangements in connection with the contact centre in Dunfermline. During the year, repayments of £2 million were made against the lease. A proportion of these payments have been allocated against the capital amount outstanding. The lease bears interest at a rate of 8.5% and expires in September 2020. |
(c) | finance arrangements in connection with IT equipment. During the year repayments of nil were made against the lease. The lease bears interest at a rate of between 1.45% and 1.78% and expires in September 2021. |
(iii) Revolving credit facility
The Group has a £1 billion RCF with a maturity date of 30 November 2021, syndicated across 15 counterparty banks, each with a minimum credit rating of Baa2 or equivalent from Standard & Poors. At 30 June 2018, the RCF was undrawn.
The Group is subject to two financial covenants under the RCF, a maximum leverage ratio and a minimum interest cover ratio, which are tested at the end of each six-monthly period. The key financial covenants are the ratio of Net Debt to EBITDA (as defined in the loan agreements) and EBITDA to Net Interest Payable (as defined in the loan agreements). Net Debt, EBITDA and Net Interest Payable, as defined for covenant purposes, are non-IFRS financial measures and are used to calculate and monitor the Groups compliance with the financial covenants. Net Debt to EBITDA must be no more than 4.00:1 and EBITDA to Net Interest Payable must be at least 3.50:1. The Group was in compliance with these covenants for all periods presented.
(iv) Guarantees
The following guarantees are in place relating to the Groups borrowings: (a) Sky UK Limited, Sky Subscribers Services Limited, Sky Group Finance plc, Sky Telecommunications Services Limited and Sky CP Limited have given joint and several guarantees in relation to the Companys £1 billion RCF and the outstanding Guaranteed Fixed and Floating Rate Notes issued by the Company; and (b) the Company, Sky UK Limited, Sky Subscribers Services Limited, Sky Telecommunications Services Limited and Sky CP Limited have given joint and several guarantees in relation to the outstanding Guaranteed Notes issued by Sky Group Finance plc.
(v) Mobile handset financing
During the year, the Group entered into a securitisation facility with a third party for the sale of mobile handset receivables. The Group does not have control over the securitisation entity, and has transferred substantially all the risks and rewards of the receivables. As a result, the receivables have been derecognised and the securitisation entity is not consolidated within the Groups financial statements, such that the transfer of handset receivables is treated as a sale. Sales of mobile handset receivables resulted in proceeds of £86 million being recognised in cash flows from operating activities and associated costs of £11 million being recognised in financing costs in the year.
The securitisation entity was set up for the purpose of financing the purchase of mobile handset receivables from the Group. It is funded through the issue of two tranches of debt and a quasi-equity cash investment from the entitys control party. The debt comprises a senior tranche that is issued to a bank and the other, a junior tranche, which is issued to the Group.
The senior debt is funded by the banks conduit, which in turn secures its funding in the commercial paper market. The Group receives a fixed rate of interest on its junior tranche, which is subordinated below the senior tranche but above the control partys investment and the entitys reserves.
32
Notes to the consolidated financial statements continued
20. Borrowings (continued)
The carrying value of the Groups investment in junior debt issued by the securitisation entity was £19 million, which is included within trade and other receivables. The carrying value represents the maximum exposure to losses in the unconsolidated entity, in the event that the receivables performed materially worse than anticipated. The Group acts as servicing agent to the securitisation entity and impairment risk associated with this investment is mitigated to the extent that performance in the collection of the receivables is in line with expectations. No impairment losses on the junior debt were recognised by the Group during the year. The Group has no future obligation to repurchase the receivables sold to the entity, or provide other financial support and/or liquidity to the entity.
In the current year, the Group sold £142 million of receivables to the securitisation entity, received less than £1 million in interest on its junior debt and received less than £1 million in fees for acting as the servicing agent for the securitisation entitys receivables.
(vi) Net debt
Non-cash movements | ||||||||||||||||||||||||
At 1 July 2017 £m |
Cash Movements £m |
Transfers £m |
Foreign Exchange Movement £m |
Fair Value Changes & other £m |
As at 30 June 2018 £m |
|||||||||||||||||||
Current borrowings |
974 | (937 | ) | 450 | (47 | ) | 7 | 447 | ||||||||||||||||
Non-current borrowings |
8,207 | | (450 | ) | (18 | ) | 15 | 7,754 | ||||||||||||||||
Borrowings-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 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
21. Derivatives and other financial instruments
Set out below are the derivative financial instruments entered into by the Group to manage its interest rate and foreign exchange risks.
2018 | ||||||||||||||||
Asset | Liability | |||||||||||||||
Fair Value £m |
Notional £m |
Fair Value £m |
Notional £m |
|||||||||||||
Fair value hedges |
||||||||||||||||
Interest rate swaps |
14 | 450 | | | ||||||||||||
Cross-currency swaps |
102 | 466 | | | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Cash flow hedges |
||||||||||||||||
Cross-currency swaps |
327 | 1,798 | | | ||||||||||||
Forward foreign exchange contracts |
44 | 1,634 | (42 | ) | 1,639 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net investment hedges |
||||||||||||||||
Cross-currency swaps |
| | (398 | ) | 2,344 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Derivatives not in a formal hedge relationship |
||||||||||||||||
Cross-currency swaps |
63 | 425 | | | ||||||||||||
Forward foreign exchange contracts |
2 | 356 | (5 | ) | 718 | |||||||||||
Interest rate swaps |
3 | 441 | (1 | ) | 260 | |||||||||||
Embedded derivative |
| | (4 | ) | 49 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
555 | 5,570 | (450 | ) | 5,010 | |||||||||||
|
|
|
|
|
|
|
|
The maturity of the derivative financial instruments is as follows:
2018 | ||||||||
Asset £m |
Liability £m |
|||||||
In one year or less |
78 | (20 | ) | |||||
Between one and two years |
114 | (64 | ) | |||||
Between two and five years |
91 | (135 | ) | |||||
In more than five years |
272 | (231 | ) | |||||
Total |
555 | (450 | ) | |||||
|
|
|
|
The fair value of the Groups debt-related derivative portfolio at 30 June 2018 was a £110 million net asset with notional principal amounts totalling £6,184 million. This comprised: net assets of £327 million designated as cash flow hedges, net assets of £116 million designated as fair value hedges, net liabilities of £398 million designated as net investment hedges and net assets of £65 million not designated in a formal hedge relationship.
33
Hedge accounting classification and impact
The Group designated certain interest rate swaps as fair value hedges of interest rate risk and cross-currency swaps as fair value hedges of interest rate risk and foreign exchange risk, representing 15% of the total debt related derivative portfolio. Movements in the fair value of the hedged items are taken to the income statement and are offset by movements in the fair value of the hedging instruments, to the extent that hedge accounting is achieved.
The Group designated certain fixed rate cross-currency swaps as cash flow hedges, representing 29% of the total debt related derivative portfolio. As such, the effective portion of the gain or loss on these contracts is reported as a separate component of the hedging reserve, and is then reclassified to the income statement in the same periods that the forecast transactions affect the income statement. Cash flows on the swaps occur semi-annually up to and inclusive of the relevant bond maturity disclosed in note 20. During the current year, losses of £64 million were removed from the hedging reserve and debited to finance costs in the income statement principally to offset the currency translation movements in the underlying hedged debt.
The Group designated certain cross-currency swaps as net investment hedges, representing 38% of the total debt related derivative portfolio. Exchange differences arising from the translation of the net investment in foreign operations are recognised directly in equity. Gains and losses on those hedging instruments (which include bonds and cross-currency swaps) designated as hedges of the net investments in foreign operations are recognised in equity to the extent that the hedging relationship is effective; these amounts are as stated in the statement of comprehensive income. Gains and losses relating to hedge ineffectiveness are recognised immediately in the income statement for the period. Gains and losses accumulated in the foreign currency translation reserve are included in the income statement when the foreign operation is disposed of.
The Group designates certain forward foreign exchange contracts as cash flow hedges of forecast foreign currency sales and purchases. Gains or losses are released from the hedging reserve and included in the income statement when the related hedged items are recognised in the income statement or in the initial cost or other carrying amount of the non-financial asset or liability on the balance sheet, again being recognised in the income statement in the same periods as the related hedged items. If forecast transactions are no longer expected to occur, any amounts included in the hedging reserve related to that forecast transaction would be recognised directly in the income statement. During the current year, losses of £60 million were removed from the hedging reserve and debited to finance charges principally to offset the currency translation movements in the underlying hedged debt. Gains of £27 million were removed from the hedging reserve and credited to inventories in the balance sheet and gains of £47 million were removed from the hedging reserve and credited to property, plant and equipment in the balance sheet. Losses of £3 million were removed from the hedging reserve and debited against intangibles in the balance sheet. Losses of £4 million were removed from the hedging reserve and debited against revenue in the income statement.
Hedge effectiveness testing is performed quarterly using the dollar-offset approach. The actual movement in the hedging items is compared with the movement in the valuation of the hypothetically perfect hedge of the underlying risk at inception, and any ineffectiveness is recognised directly in the income statement. For fair value hedges, ineffectiveness of less than £1 million was recognised in the income statement during the current year. For cash flow hedges, ineffectiveness of less than £1 million was recognised in the income statement during the current year. For net investment hedges, ineffectiveness of nil was recognised in the income statement during the current year.
A hedge relationship is deemed to be effective if the ratio of changes in valuation of the underlying hedged item and the hedging instrument is within the range of 80% to 125%. Any relationship which has a ratio outside this range is deemed to be ineffective, at which point hedge accounting is suspended. During the year ended 30 June 2018, there was one instance in which the hedge relationship was not highly effective.
34
Notes to the consolidated financial statements continued
21. Derivatives and other financial instruments (continued)
Financial instruments
(a) Carrying value and fair value
The accounting classification of each class of the Groups financial assets and financial liabilities, together with their fair values, is as follows:
Available- for-sale £m |
Derivatives deemed held for trading £m |
Derivatives in hedging relationships £m |
Loans and receivables £m |
Other liabilities £m |
Total carrying value £m |
Total fair value £m |
||||||||||||||||||||||
At 30 June 2018 |
||||||||||||||||||||||||||||
Quoted bond debt |
| | | | (8,125 | ) | (8,125 | ) | (8,584 | ) | ||||||||||||||||||
Derivative financial instruments |
| 58 | 47 | | | 105 | 105 | |||||||||||||||||||||
Trade and other payables |
| | | | (3,887 | ) | (3,887 | ) | (3,887 | ) | ||||||||||||||||||
Provisions |
| | | | (143 | ) | (143 | ) | (143 | ) | ||||||||||||||||||
Obligations under finance leases and other borrowings |
| | | | (76 | ) | (76 | ) | (76 | ) | ||||||||||||||||||
Available-for-sale investments |
117 | | | | | 117 | 117 | |||||||||||||||||||||
Trade and other receivables |
| | 1,031 | | 1,031 | 1,031 | ||||||||||||||||||||||
Cash and cash equivalents |
| | | 1,622 | | 1,622 | 1,622 |
The fair values of financial assets and financial liabilities are determined as follows:
| The fair value of financial assets and financial liabilities (which includes our quoted bond debt), with standard terms and conditions and which are traded on active liquid markets is determined with reference to quoted market prices based on level 1 of the fair value hierarchy. The fair value of other financial assets and financial liabilities (excluding derivative instruments) is determined in accordance with generally accepted pricing models based on discounted cash flow analysis using prices from observable current market transactions and dealer quotes for similar instruments; |
| Foreign currency forward contracts are measured using quoted forward exchange rates and yield curves derived from quoted interest rates matching maturities of the contracts; |
| Interest rate and cross-currency swaps are measured at the present value of future cash flows estimated and discounted based on the applicable yield curves derived from quoted interest rates; and |
| The fair value of obligations under finance leases and other borrowings is estimated by discounting the future cash flows to net present value. The fair value of short-term deposits and cash and cash equivalents is equivalent to carrying value due to the short-term nature of these instruments. |
The differences between carrying values and fair values reflect unrealised gains or losses inherent in the financial instruments, based on valuations as at 30 June 2018. The volatile nature of the markets means that values at any subsequent date could be significantly different from the values reported above.
Cash and cash equivalents classified as held to maturity investments comprise money market deposits which have maturity dates of less than three months from inception. Money market deposits, enhanced return investments and tri-party repurchase agreements which have maturity greater than three months from inception are classified as short-term deposits. Cash and cash equivalents classified as loans and receivables mainly comprise investments in AAAm rated money market funds which can be withdrawn without notice.
35
(b) Fair value hierarchy
The following table categorises the Groups financial instruments which are held at fair value into one of three levels to reflect the degree to which observable inputs are used in determining their fair values:
Fair value £m |
Level 1 £m |
Level 2 £m |
Level 3 £m |
|||||||||||||
At 30 June 2018 |
||||||||||||||||
Financial assets |
||||||||||||||||
Available-for-sale financial instruments |
||||||||||||||||
Other investments |
117 | | | 117 | ||||||||||||
Financial assets at fair value through profit or loss |
||||||||||||||||
Interest rate swaps |
17 | | 17 | | ||||||||||||
Cross-currency swaps |
492 | | 492 | | ||||||||||||
Forward foreign exchange contracts |
46 | | 46 | | ||||||||||||
Total |
672 | | 555 | 117 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Financial liabilities |
||||||||||||||||
Financial liabilities at fair value through profit or loss |
||||||||||||||||
Interest rate swaps |
(1 | ) | | (1 | ) | | ||||||||||
Cross-currency swaps |
(398 | ) | | (398 | ) | | ||||||||||
Forward foreign exchange contracts |
(47 | ) | | (47 | ) | | ||||||||||
Embedded derivative |
(4 | ) | | (4 | ) | | ||||||||||
Total |
(450 | ) | | (450 | ) | | ||||||||||
|
|
|
|
|
|
|
|
Level 1
Fair values measured using quoted prices (unadjusted) in active markets for identical assets or liabilities, including shares in listed entities.
Level 2
Fair values measured using inputs, other than quoted prices included within Level 1, that are observable for the asset or liability either directly or indirectly. Derivative financial instrument fair values are present values determined from future cash flows discounted at rates derived from market source data.
Level 3
Fair values measured using inputs for the asset or liability that are not based on observable market data. All of the Groups unlisted available-for-sale financial assets are held at fair value and are categorised as Level 3 in the fair value hierarchy.
36
Notes to the consolidated financial statements continued
22. Financial risk management
Group Treasury activity
The Groups Treasury function is responsible for raising finance for the Groups operations, together with associated liquidity management and management of foreign exchange, interest rate and credit risks. Treasury operations are conducted within a framework of policies and guidelines authorised and reviewed annually by both the Audit Committee and the Board, which receive regular updates of Treasury activity. Derivative instruments are transacted for risk management purposes only. It is the Groups policy that all hedging is to cover known risks and no speculative trading is undertaken. Regular and frequent reporting to management is required for all transactions and exposures, and the internal control environment is subject to periodic review by the Groups internal audit team.
The Groups principal market risks are exposures to changes in interest rates and foreign exchange rates, which arise both from the Groups sources of finance and its operations. Following evaluation of those market risks, the Group selectively enters into derivative financial instruments to manage these exposures. The principal instruments currently used are interest rate swaps to hedge interest rate risks, and cross-currency swaps and forward foreign exchange contracts to hedge transactional and translational currency exposures.
Interest rate risk
The Group has financial exposures to UK, Euro and US interest rates, arising primarily from the Groups long-term bonds and other borrowings. The Groups hedging policy requires that between 50% and 85% of borrowings are held at fixed rates. This is achieved by issuing fixed rate bonds or floating rate notes and then using interest rate swaps to adjust the balance between fixed and floating rate debt. The Groups bank debt is at floating rates, and, if drawn, would mean that the mix of fixed and floating rate debt would fluctuate and would therefore be managed to ensure compliance with the Groups hedging policy. At 30 June 2018, 80% of borrowings were held at fixed rates after hedging.
The Group uses derivatives to convert all of its US dollar-denominated debt and associated interest rate obligations to pounds sterling or euros (see section on foreign exchange risk for further detail). At 30 June 2018, the Group had no net US dollar denominated interest rate exposure on its borrowings.
The Group designates certain interest rate swaps as hedges of interest rate risk and certain cross-currency swaps as fair value hedges of both interest rate risk and currency risk. Movements in the fair value of the hedged exposure are taken to the income statement and are offset by movements in the fair value of the hedging instruments, which are also taken to the income statement. Any hedge ineffectiveness is recognised directly in the income statement. In the year ended 30 June 2018, this amounted to less than £1 million.
At 30 June 2018, the Groups annual finance costs would increase or decrease by less than £1 million for a one-notch downgrade or upgrade in credit rating assuming the RCF remains undrawn.
Interest rate sensitivity
The sensitivity analyses below have been determined based on the exposure to interest rates for both derivative and non-derivative financial instruments at the balance sheet date. For floating rate liabilities, the analysis is prepared assuming the amount of liability outstanding at the balance sheet date is outstanding for the whole year.
For each one hundred basis point rise or fall in interest rates, and if all other variables were held constant at 30 June 2018:
| The Groups profit for the year ended 30 June 2018 would increase or decrease by £30 million. |
| Other equity reserves would decrease or increase by £15 million, arising from movements in cash flow hedges. |
A one hundred basis point rise or fall in interest rates represents a large but realistic movement which can easily be multiplied to give sensitivities at different interest rates.
The sensitivity analyses provided are hypothetical only and should be used with caution as the impacts provided are not necessarily indicative of the actual impacts that would be experienced because the Groups actual exposure to market rates changes as the Groups portfolio of debt, cash and foreign currency contracts changes. In addition, the effect of a change in a particular market variable on fair values or cash flows is calculated without considering interrelationships between the various market rates or mitigating actions that would be taken by the Group. The changes in valuations are estimates of the impact of changes in market variables and are not a prediction of future events or anticipated gains or losses.
Foreign exchange risk
A combination of cross-currency and interest rate swap arrangements is used to convert the Groups debt and associated interest rate obligations to pounds sterling or euros, at fixed exchange rates. At 30 June 2018, the split of the Groups aggregate borrowings into their core currencies was US dollar 34%, euros 52% and pounds sterling 14%. At 30 June 2018, 18% of the Groups long-term borrowings, after the impact of derivatives, are denominated in pounds sterling and 82% in euros.
The Group is exposed to currency translation on the consolidation of its foreign operations. It uses certain borrowings and derivative instruments to hedge its net investments in these subsidiaries.
The majority of the Groups revenues and operating expenses are denominated in pounds sterling. In the current year, approximately 36% of operating expenses (£4,559 million) were denominated in euros and approximately 9% of operating expenses (£1,070 million) were denominated in US dollars. In the current year, approximately 38% of revenues (£5,124 million) were denominated in euros.
Following the acquisitions of Sky Deutschland and Sky Italia, the Group Treasury function hedges the foreign currency exposure of its foreign subsidiaries into its functional currency. In all territories the US dollar expense relates mainly to the Groups programming contracts with US suppliers, together with US dollar-denominated set-top box costs. In the UK the euro revenues primarily relate to subscribers located in Ireland. The UKs exposure to euro-denominated revenue is offset to a certain extent by euro-denominated costs, related mainly to certain transponder costs and euro financing costs on its borrowings; the net position being a euro surplus.
37
The Group hedges currency exposures on US dollar denominated highly probable cash flows by using forward foreign exchange contracts purchased up to five years ahead of the cash flow and currently does not hedge transactional euro exposures arising in the UK.
It is the Groups policy that all US dollar foreign currency exposures are substantially hedged in advance of the year in which they occur.
At 30 June 2018, the Group had purchased forward foreign exchange contracts representing:
| Approximately 88% of US dollar-denominated costs falling due within one year, and on a declining basis across five-year planning horizon are hedged via: |
| Outstanding commitments to purchase, in aggregate, US$2,661 million at an average rate of US$1.36 to £1.00. |
| Outstanding commitments to purchase, in aggregate, US$1,706 million at an average rate of US$1.22 to 1.00. |
| In respect of the UK legacy euro hedging programme and to hedge current balance sheet exposures: |
| Outstanding commitments to sell, in aggregate, 726 million at an average rate of 1.14 to £1.00. |
| Outstanding commitments to purchase, in aggregate, 335 million at an average rate of 1.13 to £1.00. |
| In respect of the Groups European subsidiaries to hedge their material non-functional currency exposures: |
| Outstanding commitment to purchase, in aggregate, £65 million at an average rate of £0.87 to 1.00. |
No forward foreign exchange contracts fall due beyond five years.
The Group designates the following as cash flow hedges for hedge accounting purposes:
| Forward foreign exchange contracts |
| Cross-currency swaps where interest on both legs is at a fixed interest rate. |
As such, the effective portion of the gain or loss on these contracts is reported as a component of the hedging reserve, outside the income statement, and is then reclassified to the income statement in the same periods that the forecast transactions affect the income statement. Ineffectiveness of less than £1 million was recognised in the income statement during the year.
A combination of US dollar denominated interest rate and US dollar/pound sterling cross-currency swaps is used to convert fixed dollar denominated debt to floating sterling denominated debt. The interest rate swaps are designated as fair value hedges. The associated cross-currency swaps are not designated as hedging instruments for hedge accounting purposes and, as such, movements in their value are recorded directly in the income statement.
Foreign exchange sensitivity
The following analysis details the Groups sensitivity to movements in pounds sterling and euros against those currencies in which it has significant transactions. The sensitivity analysis includes foreign currency denominated assets and liabilities at the balance sheet date and outstanding foreign currency denominated financial instruments and adjusts their translation at the period end for a 25% change in foreign currency rates.
A 25% strengthening in pounds sterling against the US dollar would have the effect of decreasing profit by £11 million, none of which relates to non-cash movements in the valuation of derivatives. The same strengthening would have an adverse impact on other equity of £366 million.
A 25% weakening in pounds sterling against the US dollar would have the effect of increasing profit by £19 million, none of which relates to non-cash movements in the valuation of derivatives. The same weakening would have a beneficial impact on other equity of £611 million.
A 25% strengthening in pounds sterling against the euro would have the effect of increasing profit by £63 million of which gains of £73 million relate to non-cash movements in the valuation of derivatives. The same strengthening would have a beneficial impact on other equity of £17 million.
A 25% weakening in pounds sterling against the euro would have the effect of decreasing profit by £108 million of which losses of £122 million relate to non-cash movements in the valuation of derivatives. The same weakening would have an adverse impact on other equity of £29 million.
A 25% strengthening in the euro against the US dollar would have the effect of increasing profit by 6 million, none of which relates to non-cash movements in the valuation of derivatives. The same strengthening would have an adverse impact on other equity of 272 million.
A 25% weakening in the euro against the US dollar would have the effect of decreasing profit by 10 million, none of which relates to non-cash movements in the valuation of derivatives. The same weakening would have a beneficial impact on other equity of 453 million.
The sensitivity analyses provided are hypothetical only and should be used with caution as the impacts provided are not necessarily indicative of the actual impacts that would be experienced because the Groups actual exposure to market rates is constantly changing as the Groups portfolio of debt, cash and foreign currency contracts changes. In addition, the effect of a change in a particular market variable on fair values or cash flows is calculated without considering interrelationships between the various market rates or mitigating actions that would be taken by the Group. The changes in valuations are estimates of the impact of changes in market variables and are not a prediction of future events or anticipated gains or losses.
38
Notes to the consolidated financial statements continued
22. Financial risk management (continued)
Hedge accounting
The interest rate and foreign exchange rate risk sections above outline the Groups policies regarding use of derivative products. Further detail on valuations and the impact of hedge accounting during the year are provided in note 21.
Credit risk
The Group is exposed to counterparty default risk arising in respect of invested cash and cash equivalents and short-term deposits, and the positive fair value of derivative financial assets held.
This risk is deemed to be low. Counterparty risk forms a central part of the Groups Treasury policy, which is monitored and reported on regularly. The Group manages credit risk by diversifying its exposures across a wide number of counterparties, such that the maximum exposure to any individual counterparty was 6% of the total asset value of instruments at the end of the year. Treasury policies ensure that all derivative transactions are only effected with strong relationship banks and, at the date of signing, each existing derivative counterparty carried a minimum credit rating of Baa2 or equivalent from Standard & Poors. To mitigate remaining risks, counterparty credit and sovereign ratings are closely monitored, and no more than 10% of 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 amount recognised in the income statement in respect of credit risk for derivatives deemed held for trading is less than £1 million.
Credit risk in our residential customer base is mitigated by billing and collecting in advance for digital television subscriptions for the majority of our residential customer base. The Groups maximum exposure to credit risk on trade receivables is the carrying amounts as disclosed in note 17.
Liquidity risk
Our principal source of liquidity is cash generated from operations, combined with access to a £1 billion RCF, which expires in November 2021. At 30 June 2018, this facility was undrawn.
To ensure continuity of funding, the Groups policy is to ensure that available funding matures over a period of years. At 30 June 2018, 46% of the Groups total available funding (including available undrawn amounts on our RCF) was due to mature in more than five years.
Full details of the Groups borrowings and undrawn facilities are shown in note 20, other than trade and other payables, shown in note 18, and provisions, shown in note 19.
The following table analyses the Groups non-derivative financial liabilities, net settled derivative financial instruments and gross settled financial instruments into relevant maturity groupings, based on the remaining period at the balance sheet date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows and may therefore not reconcile to the amounts disclosed on the balance sheet for borrowings, derivative financial instruments, provisions and trade and other payables.
Less than 12 months £m |
Between one and two years £m |
Between two and five years £m |
More than five years £m |
|||||||||||||
At 30 June 2018 |
||||||||||||||||
Non-derivative financial liabilities |
||||||||||||||||
Bonds USD |
549 | 647 | 811 | 1,481 | ||||||||||||
Bonds EUR |
78 | 609 | 1,534 | 2,632 | ||||||||||||
Bonds GBP |
43 | 43 | 553 | 756 | ||||||||||||
Obligations under finance leases and other borrowings |
10 | 26 | 28 | 61 | ||||||||||||
Trade and other payables |
3,853 | 21 | 10 | 13 | ||||||||||||
Provisions |
88 | 20 | 21 | 16 | ||||||||||||
Net settled derivatives |
||||||||||||||||
Financial assets |
(7 | ) | (5 | ) | (9 | ) | | |||||||||
Gross settled derivatives |
||||||||||||||||
Outflow |
2,962 | 2,033 | 2,370 | 3,294 | ||||||||||||
Inflow |
(3,074 | ) | (2,151 | ) | (2,497 | ) | (3,522 | ) |
39
Capital risk management
The Groups objectives when managing capital are to endeavour to ensure that the Group has the ability to access capital markets when necessary and to optimise liquidity and operating flexibility through the arrangement of new debt, while seeking to minimise the cost of capital. The Group monitors its liquidity requirements regularly and is satisfied that it has access to sufficient liquidity and operating flexibility to meet its capital requirements.
The Group manages its short and long-term capital structure by seeking to maintain leverage ratios consistent with a long-term investment grade credit rating (BBB- or better from Standard & Poors and Baa3 or better from Moodys). The Groups current ratings are BBB (Standard & Poors) and Baa2 (Moodys) with developing outlook, following the offers from 21st Century Fox and Comcast. The leverage ratio assessed by Standard and Poors is Net Debt: EBITDA and the leverage ratio assessed by Moodys is Gross Debt: EBITDA. Net Debt is defined as total borrowings, including the cash flows arising under operating leases and transponder commitments, less cash and cash equivalents, excluding derivatives. Gross Debt does not reduce total borrowings by the inclusion of cash and cash equivalents.
The Group is also required to maintain a Net Debt: EBITDA ratio below 4.00:1 and an EBITDA to Net Interest Payable ratio at above 3.50:1 under the terms of its RCF. The RCF definition of Net Debt does not require the inclusion of future operating lease or transponder cash flows.
At 30 June 2018, the Net Debt: EBITDA ratio as defined by the terms of the RCF was 2.7:1, and the EBITDA to Net Interest Payable ratio was 10.8:1. Net Debt, EBITDA and Net Interest Payable, as defined for covenant purposes are non-IFRS financial measures and are used to calculate and monitor the Groups compliance with the financial covenants.
23. Share capital
2018 £m |
||||
Allotted, called-up and fully paid shares of 50p 1,719,017,230 |
860 | |||
|
|
The Company has one class of ordinary shares which carry equal voting rights and no contractual right to receive payment.
Share option and contingent share award schemes
The Company operates various equity-settled share option schemes (the Schemes) for certain employees.
The number of newly issued shares which may be allocated under the Schemes on any day shall not, when aggregated with the number of newly issued shares which have been allocated in the previous 10 years under the Schemes and any other employee share scheme adopted by the Company, exceed such number as represents 5% of the ordinary share capital of the Company in issue immediately prior to that day. In determining this limit no account shall be taken of any newly issued shares where the right to acquire the newly issued shares was released, lapsed, cancelled or otherwise became incapable of exercise. Options and awards which will be satisfied by ESOP shares do not fall within these headroom limits.
40
Notes to the consolidated financial statements continued
23. Share capital (continued)
The share awards outstanding can be summarised as follows:
2018 Number of ordinary shares |
||||
Sharesave Scheme options(i) |
10,682,312 | |||
Management LTIP awards(ii) |
17,020,119 | |||
LTIP awards(iii) |
7,053,300 | |||
Management Co-Investment LTIP awards(iv) |
2,533,942 | |||
Co-Investment LTIP awards(v) |
2,472,327 | |||
39,762,000 | ||||
|
|
(i) Sharesave Scheme options
All Sharesave Scheme options outstanding at 30 June 2018 have no performance criteria attached, other than the requirement that the employee remains in employment with the Group. Options granted under the Sharesave Scheme must be exercised within six months of the relevant award vesting date.
The Sharesave Scheme is open to all employees across the Group. Options are normally exercisable after either three or five years from the date of grant. The price at which options are offered is not less than 80% of the middle-market price on the dealing day immediately preceding the date of invitation. It is the policy of the Group to make an invitation to employees to participate in the scheme following the announcement of the end of year results.
(ii) Management LTIP awards
All Management LTIP awards outstanding at 30 June 2018 vest only if performance conditions are met. Awards granted under the Management LTIP must be exercised within five years of the relevant award vesting date.
The Company grants awards to selected employees under the Management LTIP. Awards under this scheme mirror the LTIP, with the same performance conditions. Awards exercised under the Management LTIP can only be satisfied by the issue of market-purchased shares.
(iii) LTIP awards
All LTIP awards outstanding at 30 June 2018 vest only if performance conditions are met. Awards granted under the LTIP must be exercised within five years of the relevant award vesting date.
The Company operates the LTIP for Executive Directors and Senior Executives. Awards under the scheme are granted in the form of a nil-priced option. The awards vest in full or in part dependent on the satisfaction of specified performance targets. For awards granted from July 2012 onwards, 30% of the award vested dependent on TSR performance over a three-year performance period, relative to the constituents of the FTSE 100 at the time of grant, and the remaining 70% vested dependent on performance against operational targets.
(iv) Management Co-Investment LTIP awards
All Management Co-Investment LTIP awards outstanding at 30 June 2018 vest only if performance conditions are met. Awards granted under the Management Co-Investment LTIP must be exercised within five years of the relevant award vesting date.
The Company grants awards to selected employees under the Management Co-Investment LTIP. Awards under this scheme mirror the Co-Investment LTIP, with the same performance conditions.
(v) Co-Investment LTIP awards
All Co-Investment LTIP awards outstanding at 30 June 2018 vest only if performance conditions are met. Awards granted under the Co-Investment LTIP must be exercised within five years of the relevant award vesting date.
The Company operates the Co-Investment LTIP award for Executive Directors and Senior Executives. Employees who participate in the plan are granted a conditional award of shares based on the amount they have invested in the Companys shares. The investment will be matched up to a maximum of 1.5 shares for every share invested, subject to a three-year EPS performance condition.
For the purposes of the disclosure below, the Management LTIP, LTIP, Management Co-Investment LTIP and Co-Investment LTIP awards (Senior Management Schemes) have been aggregated.
41
The movement in share awards outstanding is summarised in the following table:
Sharesave Scheme | Senior Management Schemes |
Total | ||||||||||||||||||||||
Weighted | Weighted | Weighted | ||||||||||||||||||||||
average | average | average | ||||||||||||||||||||||
exercise | exercise | exercise | ||||||||||||||||||||||
price | price | price | ||||||||||||||||||||||
Number | £ | Number | £ | Number | £ | |||||||||||||||||||
Outstanding at 1 July 2017 |
10,067,153 | 7.19 | 41,542,888 | 0.00 | 51,610,041 | 1.40 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Granted during the year |
4,196,356 | 7.52 | 13,414,387 | 0.00 | 17,610,743 | 1.79 | ||||||||||||||||||
Exercised during the year |
(1,980,098 | ) | 6.96 | (24,821,249 | ) | 0.00 | (26,801,347 | ) | 0.51 | |||||||||||||||
Forfeited during the year |
(1,583,430 | ) | 7.30 | (1,056,338 | ) | 0.00 | (2,639,768 | ) | 4.38 | |||||||||||||||
Expired during the year |
(17,669 | ) | 6.77 | | | (17,669 | ) | 6.77 | ||||||||||||||||
Outstanding at 30 June 2018 |
10,682,312 | 7.35 | 29,079,688 | 0.00 | 39,762,000 | 1.97 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
The weighted average market price of the Groups shares at the date of exercise for share options exercised during the year was £9.89. For those exercised under the Sharesave Scheme it was £10.80, and for those exercised under the Senior Management Schemes it was £9.82.
The middle-market closing price of the Companys shares at 29 June 2018 was £14.62.
The following table summarises information about share awards outstanding at 30 June 2018:
Sharesave Scheme | Senior Management Schemes |
Total | ||||||||||||||||||||||
Weighted | Weighted | Weighted | ||||||||||||||||||||||
average | average | average | ||||||||||||||||||||||
remaining | remaining | remaining | ||||||||||||||||||||||
contractual | contractual | contractual | ||||||||||||||||||||||
life | life | life | ||||||||||||||||||||||
Range of exercise prices |
Number | Years | Number | Years | Number | Years | ||||||||||||||||||
£0.00 £1.00 |
| | 29,079,688 | 6.0 | 29,079,688 | 6.0 | ||||||||||||||||||
£6.00 £7.00 |
4,528,036 | 2.3 | | | 4,528,036 | 2.3 | ||||||||||||||||||
£7.00 £8.00 |
4,250,893 | 3.4 | | | 4,250,893 | 3.4 | ||||||||||||||||||
£8.00 £9.00 |
1,903,383 | 1.4 | | | 1,903,383 | 1.4 | ||||||||||||||||||
10,682,312 | 2.6 | 29,079,688 | 6.0 | 39,762,000 | 5.1 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
The range of exercise prices of the awards outstanding at 30 June 2018 was between nil and £8.17. For those outstanding under the Sharesave Scheme it was between £6.08 and £8.17 and for all awards outstanding under the Senior Management Schemes the exercise price was nil.
42
Notes to the consolidated financial statements continued
23. Share capital (continued)
The following table summarises additional information about the awards exercisable at 30 June 2018:
2018 | ||||||||||||
Average | ||||||||||||
remaining | Weighted | |||||||||||
contractual | average | |||||||||||
Options | life of | exercise | ||||||||||
exercisable | exercisable | price | ||||||||||
at 30 June | options | £ | ||||||||||
Sharesave Scheme |
49,465 | 0.1 | 6.89 | |||||||||
Senior Management Schemes |
1,236,343 | 3.8 | 0.00 | |||||||||
1,285,808 | 3.7 | 0.27 | ||||||||||
|
|
|
|
|
|
Information for awards granted during the year
The weighted average fair value of equity-settled share options granted during the year, as estimated at the date of grant, was £6.42. This was calculated using the Black-Scholes share option pricing model except for awards which have market-based performance conditions, where a Monte-Carlo simulation model was used, and for grants of nil-priced options, which were treated as the award of a free share. The fair value of nil-priced options granted during the year was measured on the basis of the market-price of the Companys shares on the date of grant, discounted for expected dividends which would not be received over the vesting period of the options.
The Monte-Carlo simulation model reflected the historical volatilities of the Companys share price and those of all other companies to which the Companys performance would be compared, over a period equal to the vesting period of the awards.
Expected volatility was determined by calculating the historical volatility of the Companys share price, over a period equal to the expected life of the options. Expected life was based on the contractual life of the awards and adjusted, based on managements best estimate, for the effects of exercise restrictions and behavioural considerations.
(i) Sharesave Scheme
The weighted average fair value of equity-settled share awards granted during the year under the Sharesave Scheme, as estimated at the date of grant, was £2.23. This was calculated using the Black-Scholes share option pricing model.
The following weighted average assumptions were used in calculating these fair values:
2018 | ||||
Share price |
£ | 9.30 | ||
Exercise price |
£ | 7.52 | ||
Expected volatility |
23 | % | ||
Expected life |
3.8 years | |||
Expected dividends |
1.6 | % | ||
Risk-free interest rate |
0.7 | % |
(ii) Senior Management Schemes
The weighted average fair value of equity-settled share awards granted during the year under the Senior Management Schemes, as estimated at the date of grant, was £7.72. The fair value of awards with market-based performance conditions was calculated using a Monte-Carlo simulation model. Awards granted as nil-priced options were treated as the award of a free share. For all other awards, fair value was calculated using the Black-Scholes share option pricing model.
The following weighted average assumptions were used in calculating these fair values:
2018 | ||||
Share price |
£ | 9.67 | ||
Exercise price |
£ | 0.00 | ||
Expected volatility |
24 | % | ||
Expected life |
2.1 years | |||
Expected dividends |
2.9 | % | ||
Risk-free interest rate |
0.1 | % |
43
24. Shareholders equity
2018 £m |
||||
Share capital |
860 | |||
Share premium |
2,704 | |||
ESOP reserve |
(9 | ) | ||
Hedging reserve |
(35 | ) | ||
Other reserves |
322 | |||
Retained earnings |
174 | |||
4,016 | ||||
|
|
The following table provides information about purchases of equity shares by the Company, including purchases by the Groups ESOP, during the fiscal year.
Total number of shares purchased1 |
Average price paid per share £ |
|||||||
July |
18,152,151 | 9.73 | ||||||
August |
2,057,607 | 9.72 | ||||||
September |
380,993 | 9.61 | ||||||
October |
| | ||||||
November |
| | ||||||
December |
| | ||||||
January |
| | ||||||
February |
| | ||||||
March |
| | ||||||
April |
| | ||||||
May |
| | ||||||
June |
| | ||||||
Total for the year ended 30 June 2018 |
20,590,751 | 9.72 | ||||||
|
|
|
|
1 | All share purchases were open market transactions and are included in the month statement. |
Share premium and special reserve
On 10 December 2003, the High Court approved a reduction in the Companys share premium account of £1,120 million, as approved by the Companys shareholders at the AGM held on 14 November 2003. This amount was equal to the Company-only profit and loss account reserve deficit at 30 June 2003. As part of the application, the Companys balance sheet at 30 September 2003 was required to be presented. At that date, the deficit on the Company-only profit and loss account reserve had reduced by £14 million since 30 June 2003, to £1,106 million. As a condition of the reduction, the reduction in the share premium account of £1,120 million was permitted to be offset against the profit and loss account reserve by the amount of the deficit at 30 September 2003. The excess of £14 million was credited to a special reserve, which is included in other reserves, and, under the terms of the reduction, will remain undistributable until all the creditors of the Company and its guarantors (as at 10 December 2003) are paid.
ESOP reserve
The cost of the Companys ordinary shares held by the Groups ESOP is treated as a deduction in arriving at total shareholders equity. The movement in the ESOP reserve was as follows:
Number of ordinary shares |
Average price paid per share |
£m | ||||||||||
At 1 July 2017 |
6,863,924 | £ | 11.46 | 78 | ||||||||
|
|
|
|
|
|
|||||||
Share options exercised during the year |
(26,476,347 | ) | £ | 10.17 | (269 | ) | ||||||
Shares purchased by the ESOP during the year |
20,590,751 | £ | 9.72 | 200 | ||||||||
At 30 June 2018 |
978,328 | £ | 9.69 | 9 | ||||||||
|
|
|
|
|
|
44
Notes to the consolidated financial statements continued
24. Shareholders equity (continued)
Hedging reserve
Changes in the fair values of derivatives that are designated as cash flow hedges are initially recognised in the hedging reserve, and subsequently recognised in the income statement when the related hedged items are recognised in the income statement, or in the initial cost or other carrying amount of the non-financial asset or liability on the balance sheet, again being recognised in the income statement in the same periods as the related hedged items. In addition, deferred taxation relating to these derivatives is also initially recognised in the hedging reserve prior to transfer to the income statement.
Other reserves
The Groups other reserves include a capital redemption reserve, a merger reserve, a foreign currency translation reserve and a special reserve. The capital redemption reserve was £190 million as at 30 June 2018. The merger reserve was £125 million as at 30 June 2018. The special reserve was £14 million as at 30 June 2018. The foreign currency translation reserve was £(5) million as at 30 June 2018. Other reserves also includes the accumulated actuarial movement on employee benefit obligations of £(2) million.
Reconciliation of movements in the foreign currency translation reserve
2018 £m |
||||
At 1 July |
37 | |||
Net investment hedges |
(42 | ) | ||
At 30 June |
(5 | ) | ||
|
|
Merger reserve
The merger reserve was created in accordance with the merger relief provisions under section 131 of the Companies Act 1985 (as amended) and section 612 of the Companies Act 2006 relating to the accounting for business combinations involving the issue of shares at a premium. Merger relief provided relief from the requirement to create a share premium account in a parent companys balance sheet. In preparing consolidated financial statements, the amount by which the fair value of the shares issued exceeded their nominal value was recorded within a merger reserve on consolidation, rather than in a share premium account. This merger reserve was retained upon transition to IFRS, as allowed under UK law.
The merger reserve, which is included in other reserves, was created as a result of the purchase by the Group of interests in two entities. Sports Internet Group (SIG) was purchased on 12 July 2000, where consideration was paid by the issue of equity shares in the Company. BiB was purchased between 28 June 2001 and 11 November 2002, where consideration was paid by the issue of equity shares in the Company. Following the Groups disposal of a controlling stake in Sky Bet, the merger reserve in relation to the purchase of SIG was transferred to retained earnings. At 30 June 2018, the Groups merger reserve was £125 million.
25. Notes to the consolidated cash flow statement
Reconciliation of profit before tax to cash generated from operations
2018 £m |
||||
Profit before tax |
864 | |||
Depreciation, impairment and losses (profits) on disposal of property, plant and equipment |
430 | |||
Amortisation, impairment and losses (profits) on disposal of intangible assets |
644 | |||
Share-based payment expense |
94 | |||
Investment income |
(11 | ) | ||
Finance costs |
286 | |||
Share of results of joint ventures and associates |
(56 | ) | ||
Profit on disposal of available-for-sale investment |
(49 | ) | ||
2,202 | ||||
|
|
|||
Increase in trade and other receivables |
(267 | ) | ||
Increase in inventories |
(198 | ) | ||
Increase in trade and other payables |
282 | |||
Increase in provisions |
21 | |||
Decrease in derivative financial instruments |
(130 | ) | ||
Cash generated from operations |
1,910 | |||
|
|
45
26. Contracted commitments, contingencies and guarantees
a) Future minimum expenditure contracted for but not recognised in the financial statements
Between | Total at | |||||||||||||||
Less than 1 | 1 and 5 | After 5 | 30 June | |||||||||||||
year | years | years | 2018 | |||||||||||||
£m | £m | £m | £m | |||||||||||||
Television programme rights |
4,873 | 12,311 | 674 | 17,858 | ||||||||||||
Set-top boxes and related equipment |
262 | 2 | | 264 | ||||||||||||
Third-party payments1 |
317 | 492 | | 809 | ||||||||||||
Transponder capacity 2 |
203 | 555 | 204 | 962 | ||||||||||||
Property, plant and equipment |
13 | 11 | 4 | 28 | ||||||||||||
Intangible assets3 |
29 | 49 | 2 | 80 | ||||||||||||
Smartcards3 |
43 | 72 | | 115 | ||||||||||||
Other |
653 | 598 | 134 | 1,385 | ||||||||||||
6,393 | 14,090 | 1,018 | 21,501 | |||||||||||||
|
|
|
|
|
|
|
|
Foreign currency commitments are translated to pounds sterling at the rate prevailing on the balance sheet date.
1 | The third-party payment commitments are in respect of distribution agreements for the television channels owned and broadcast by third parties, retailed by the Group to residential and commercial subscribers (Sky Distributed Channels). |
2 | Transponder capacity commitments are in respect of capacity that the Group uses for digital transmissions to both retail subscribers and cable operators. |
3 | Commitments in relation to the provision of smartcards. Smartcards under development are included within intangible assets. The amounts included above are the expected ongoing smartcard costs based on forecast customer levels. |
b) Contingencies and guarantees
Certain subsidiaries of the Company have agreed to provide additional funding to several of their investments in limited and unlimited companies and partnerships, in accordance with funding agreements. Payment of this additional funding would be required if requested by the investees in accordance with the funding agreements. The maximum potential amount of future payments which may be required to be made by the subsidiaries of the Company to their investments, in both limited and unlimited companies and partnerships under the undertakings and additional funding agreements, is £17 million.
The Group has guarantees in place relating to the Groups borrowings, see note 20.
27. Operating lease commitments
The minimum lease rentals to be paid under non-cancellable operating leases at 30 June are as follows:
2018 £m |
||||
Within one year |
62 | |||
Between one and five years |
191 | |||
After five years |
204 | |||
457 | ||||
|
|
The majority of operating leases relate to property. The rents payable under these leases are subject to renegotiation at the various intervals specified in the leases.
The minimum sub-lease rentals to be received under non-cancellable operating sub-leases at 30 June 2018 were nil.
28. Transactions with related parties and major shareholders
a) Entities with 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 £m |
||||
Supply of goods or services by the Group |
48 | |||
Purchases of goods or services by the Group |
(407 | ) | ||
Amounts owed to the Group |
13 | |||
Amounts owed by the Group |
(178 | ) |
46
Notes to the consolidated financial statements continued
28. Transactions with related parties and major shareholders (continued)
At 30 June 2018 the Group had expenditure commitments of £568 million in relation to transactions with related parties 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.
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 Companys 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.
2018 £m |
||||
Supply of services by the Group |
47 | |||
Purchases of goods or services by the Group |
(49 | ) | ||
Amounts owed by joint ventures and associates to the Group |
26 | |||
Amounts owed to joint ventures and associates by the Group |
(23 | ) |
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 £17 million relating to loan funding. These loans bear interest at rates of between 1.50% and 2.00%. The maximum amount of loan funding outstanding in total from joint ventures and associates during the year was £17 million.
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 £9 million.
During the year, less than US$1 million was received from the joint venture upon maturity of forward exchange contracts, and US$4 million was paid to the joint venture upon maturity of forward exchange contracts.
During the year, £3 million was received from the joint venture upon maturity of forward exchange contracts, and £1 million was paid to the joint venture upon maturity of forward exchange contracts.
During the year, 1 million was received from the joint venture upon maturity of forward exchange contracts and nil was paid to the joint venture upon maturity of forward exchange contracts.
At 30 June 2018 the Group had minimum expenditure commitments of £1 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 Companys 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 members of key management all of whom were Directors of the Company. Key management compensation is disclosed in note 6b.
29. Events after the reporting period
On 9 October 2018, the offer by Comcast Bidco Limited, an indirect wholly-owned subsidiary of Comcast Corporation, to acquire the entire issued and to be issued share capital of the Company became wholly unconditional. As a result, and as of that date, the ultimate controlling party of the Company is now Comcast Corporation.
On 10 July 2018, the Group completed the sale of its 20% stake in Sky Betting & Gaming to The Stars Group Inc. for a total consideration of £635 million, comprising £427 million in cash and 7.6 million shares in The Stars Group Inc.
47
Exhibit 99.2
Comcast Corporation and Sky plc Unaudited Pro Forma Condensed Combined Financial Statements
On October 9, 2018, in connection with Comcast Corporations (Comcast, the Company or we) offer to acquire the share capital of Sky plc (Sky), we acquired a controlling interest in Sky through a series of purchases of Sky shares at our offer price of £17.28 per Sky share. In the fourth quarter of 2018, we acquired the remaining Sky shares and now own 100% of Skys equity interests (the Acquisition). Total cash consideration for the Acquisition was £30.2 billion (approximately $39.4 billion using the exchange rates on the purchase dates).
Sky is a leading media and entertainment company in Europe. It is a direct-to-consumer business, providing satellite and over the top video, internet, voice, and wireless phone services. Sky is also a content business, operating entertainment networks, the Sky News broadcast network and Sky Sports networks.
To finance the Acquisition, we:
| issued $27.0 billion aggregate amount of senior unsecured fixed and floating rate notes that will mature between 2020 and 2058, |
| borrowed £6.6 billion ($8.7 billion using the exchange rates on the dates of borrowings) under a £7.0 billion unsecured sterling-denominated term loan credit agreement, and |
| borrowed $3.0 billion under a $3.0 billion unsecured dollar-denominated term loan credit agreement. |
The remaining cash consideration was funded using cash on hand. As of October 9, 2018, Sky had outstanding indebtedness that will be consolidated in our financial statements with an aggregate fair value amount of approximately $11 billion using the exchange rate as of such date.
The unaudited pro forma condensed combined financial statements (pro forma financial information) have been prepared based on the historical financial statements of Comcast and Sky, and are intended to provide you with information about how the Acquisition and related financings might have affected our historical financial statements. The unaudited pro forma condensed combined statements of income for the six months ended June 30, 2018, and for the year ended December 31, 2017, combines the historical consolidated statement of income of Comcast for the corresponding periods, derived from the Companys Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission (SEC) on July 26, 2018, and Annual Report on Form 10-K filed with the SEC on January 31, 2018 (adjusted for the adoption of the new revenue recognition standard; see Note 1), with the respective historical consolidated income statement information of Sky as indicated below as if the Acquisition had occurred on January 1, 2017. The unaudited pro forma condensed combined balance sheet as of June 30, 2018, combines the historical unaudited condensed consolidated balance sheet of Comcast, derived from the Companys Quarterly Report on Form 10-Q filed with the SEC on July 26, 2018, and the historical audited consolidated balance sheet of Sky as of June 30, 2018, as filed in this Current Report on Form 8-K/A as if the Acquisition had occurred on June 30, 2018.
The historical financial information of Sky, as published on Skys website (www.sky.com/corporate), in the unaudited pro forma condensed combined statement of income for the six months ended June 30, 2018, was derived by subtracting the historical unaudited income statement of Sky for the six months ended December 31, 2017, from the historical audited income statement of Sky for the year ended June 30, 2018. The historical financial information of Sky in the unaudited pro forma condensed combined statement of income for the year ended December 31, 2017, was derived by adding the historical unaudited income statement of Sky for the six months ended December 31, 2017, and the historical income statement of Sky for the year ended June 30, 2017, and subtracting the historical unaudited income statement of Sky for the six months ended December 31, 2016.
The unaudited pro forma condensed combined financial statements should be read in conjunction with the accompanying notes to the unaudited pro forma financial information and:
| the historical unaudited financial statements of Comcast Corporation for the quarter ended June 30, 2018, included in Comcasts Quarterly Report on Form 10-Q filed with the SEC on July 26, 2018; |
| the historical audited financial statements of Comcast Corporation for the year ended December 31, 2017, included in Comcasts Annual Report on Form 10-K filed with the SEC on January 31, 2018; and |
| the historical audited financial statements of Sky for the year ended June 30, 2018, as filed in this Current Report on Form 8-K/A. |
The unaudited pro forma condensed combined financial statements are presented using the acquisition method of accounting, with Comcast as the acquirer. The unaudited pro forma condensed combined financial statements will differ from our final acquisition accounting for a number of reasons, including that our estimates of fair values of assets acquired and liabilities assumed are preliminary and subject to change when our formal valuation is finalized. The Company did not have access to Sky financial information beyond what was publicly available until after the takeover offer for Sky was successful. As a result, the Companys preliminary valuations were prepared in a limited timeframe. The differences that will occur between the preliminary estimates and the final acquisition accounting could be material.
The unaudited pro forma condensed combined financial statements are presented for informational purposes only. They have been prepared in accordance with Article 11 of Regulation S-X of the SEC and are not necessarily indicative of what our financial position or results of operations actually would have been had we completed the Acquisition as of the dates indicated, nor do they purport to project the future financial position or operating results of the combined company. The pro forma financial information is presented for illustrative purposes only and does not reflect the costs of any integration activities or cost savings or synergies that maybe achieved as a result of the Acquisition.
1
Comcast Corporation
Unaudited Pro Forma Condensed Combined Statement of Income
For the Six Months Ended June 30, 2018
in millions (USD) except per share data |
Historical |
IFRS to U.S. GAAP Adjustments (Note 3) |
Financing Adjustments (Note 4) |
Purchase Accounting Adjustments (Note 5) |
Pro Forma Combined |
|||||||||||||||||||
Comcast | Sky (Note 2) |
|||||||||||||||||||||||
Revenue |
$ | 44,526 | $ | 9,419 | $ | 593 | 3a, 3b | $ | | $ | (123 | )5k | $ | 54,415 | ||||||||||
Costs and Expenses: |
||||||||||||||||||||||||
Programming and production |
13,729 | 4,573 | 63 | 3b | (256 | )5f, 5k | 18,109 | |||||||||||||||||
Other operating and administrative |
12,879 | 2,738 | 682 | 3a, 3b | (77 | )5e, 5k, 5l | 16,222 | |||||||||||||||||
Advertising, marketing and promotion |
3,257 | 682 | 14 | 3b | (6 | )5l | 3,947 | |||||||||||||||||
Depreciation |
4,032 | 334 | 5b | 4,366 | ||||||||||||||||||||
Amortization |
1,170 | 456 | (44 | )3b | 213 | 5d | 1,795 | |||||||||||||||||
Other operating gains |
(200 | ) | (200 | ) | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total costs and expenses |
34,867 | 8,783 | 715 | | (126 | ) | 44,239 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Operating income |
9,659 | 636 | (122 | ) | 3 | 10,176 | ||||||||||||||||||
Interest expense |
(1,583 | ) | (198 | ) | (646 | )4b | 36 | 5h | (2,391 | ) | ||||||||||||||
Investment and other income (loss), net |
203 | 87 | (67 | )3b | 223 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Income before income taxes |
8,279 | 525 | (189 | ) | (646 | ) | 39 | 8,008 | ||||||||||||||||
Income tax (expense) benefit |
(1,895 | ) | (19 | ) | 38 | 5g | 136 | 4c | (8 | ) 5g | (1,748 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net income |
6,384 | 506 | (151 | ) | (510 | ) | 31 | 6,260 | ||||||||||||||||
Less: Net income (loss) attributable to noncontrolling interest and redeemable subsidiary preferred stock |
50 | 1 | 51 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net income attributable to Comcast Corporation |
$ | 6,334 | $ | 505 | $ | (151 | ) | $ | (510 | ) | $ | 31 | $ | 6,209 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Basic earnings per common share attributable to Comcast Corporation shareholders |
$ | 1.37 | $ | 1.35 | 5j | |||||||||||||||||||
Diluted earnings per common share attributable to Comcast Corporation shareholders |
$ | 1.36 | $ | 1.33 | 5j |
2
Comcast Corporation
Unaudited Pro Forma Condensed Combined Statement of Income
For the Twelve Months Ended December 31, 2017
in millions (USD) except per share data |
Historical |
IFRS to U.S. GAAP Adjustments (Note 3) |
Financing Adjustments (Note 4) |
Purchase Accounting Adjustments (Note 5) |
Pro Forma Combined |
|||||||||||||||||||
Comcast (Note 1) |
Sky (Note 2) |
|||||||||||||||||||||||
Revenue |
$ | 85,029 | $ | 17,079 | $ | 1,154 | 3a, 3b | $ | | $ | (291 | )5k | $ | 102,971 | ||||||||||
Costs and Expenses: |
||||||||||||||||||||||||
Programming and production |
25,355 | 8,136 | 58 | 3b | (523 | )5f, 5k | 33,026 | |||||||||||||||||
Other operating and administrative |
25,456 | 4,742 | 1,312 | 3a, 3b | (131 | )5e, 5k, 5l | 31,379 | |||||||||||||||||
Advertising, marketing and promotion |
6,512 | 1,525 | (94 | )3b | (10 | )5l | 7,933 | |||||||||||||||||
Depreciation |
7,914 | 470 | 5b | 8,384 | ||||||||||||||||||||
Amortization |
2,216 | 816 | (73 | )3b | 427 | 5d | 3,386 | |||||||||||||||||
Other operating gains |
(442 | ) | (442 | ) | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total costs and expenses |
67,011 | 15,689 | 1,203 | | (237 | ) | 83,666 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Operating income |
18,018 | 1,390 | (49 | ) | | (54 | ) | 19,305 | ||||||||||||||||
Interest expense |
(3,086 | ) | (317 | ) | (1,294 | )4b | 71 | 5h | (4,626 | ) | ||||||||||||||
Investment and other income (loss), net |
421 | 101 | 522 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Income before income taxes |
15,353 | 1,174 | (49 | ) | (1,294 | ) | 17 | 15,201 | ||||||||||||||||
Income tax (expense) benefit |
7,569 | (117 | ) | 10 | 5g | 453 | 4c | (6 | ) 5g | 7,909 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net income |
22,922 | 1,057 | (39 | ) | (841 | ) | 11 | 23,110 | ||||||||||||||||
Less: Net income (loss) attributable to noncontrolling interest and redeemable subsidiary preferred stock |
187 | (6 | ) | 181 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net income attributable to Comcast Corporation |
$ | 22,735 | $ | 1,063 | $ | (39 | ) | $ | (841 | ) | $ | 11 | $ | 22,929 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Basic earnings per common share attributable to Comcast Corporation shareholders |
$ | 4.83 | $ | 4.87 | 5j | |||||||||||||||||||
Diluted earnings per common share attributable to Comcast Corporation shareholders |
$ | 4.75 | $ | 4.78 | 5j |
3
Comcast Corporation
Unaudited Pro Forma Condensed Combined Balance Sheet
As of June 30, 2018
in millions (USD) |
Historical |
IFRS to U.S. GAAP Adjustments (Note 3) |
Financing Adjustments (Note 4) |
Purchase Accounting Adjustments (Note 5) |
Pro Forma Combined |
|||||||||||||||||||
Comcast | Sky (Note 2) |
|||||||||||||||||||||||
Assets |
||||||||||||||||||||||||
Current Assets: |
||||||||||||||||||||||||
Cash and cash equivalents |
$ | 5,726 | $ | 2,142 | $ | | $ | 38,806 | 4a | $ | (39,838 | )5a | $ | 6,836 | ||||||||||
Receivables, net |
8,847 | 1,290 | (70 | )5l | 10,067 | |||||||||||||||||||
Programming rights |
1,219 | 2,546 | (70 | )5l | 3,695 | |||||||||||||||||||
Other current assets |
2,423 | 279 | | 2,702 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total current assets |
18,215 | 6,257 | | 38,806 | (39,978 | ) | 23,300 | |||||||||||||||||
Film and television costs |
7,411 | 144 | 7,555 | |||||||||||||||||||||
Investments |
7,438 | 210 | 7,648 | |||||||||||||||||||||
Property and equipment, net of accumulated depreciation |
39,355 | 3,365 | 5b | 42,720 | ||||||||||||||||||||
Franchise rights |
59,365 | 59,365 | ||||||||||||||||||||||
Goodwill |
36,872 | 6,567 | 25,270 | 5c | 68,709 | |||||||||||||||||||
Other intangible assets, net of accumulated amortization |
18,848 | 5,984 | (38 | )3b | 14,553 | 5d | 39,347 | |||||||||||||||||
Other noncurrent assets, net |
3,744 | 1,248 | 38 | 3b | 21 | 5l | 5,051 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total assets |
$ | 191,248 | $ | 23,775 | $ | | $ | 38,806 | $ | (134 | ) | $ | 253,695 | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Liabilities and Equity |
||||||||||||||||||||||||
Current Liabilities: |
||||||||||||||||||||||||
Accounts payable and accrued expenses related to trade creditors |
$ | 6,940 | $ | 2,780 | $ | | $ | | $ | (70 | )5l | $ | 9,650 | |||||||||||
Accrued participations and residuals |
1,731 | 1,731 | ||||||||||||||||||||||
Deferred revenue |
1,746 | 700 | 53 | 3b | 2,499 | |||||||||||||||||||
Accrued expenses and other current liabilities |
5,956 | 2,958 | (22 | )3b | 294 | 5e | 9,186 | |||||||||||||||||
Current portion of long-term debt |
2,634 | 590 | 3,224 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total current liabilities |
19,007 | 7,028 | 31 | | 224 | 26,290 | ||||||||||||||||||
Long-term debt, less current portion |
61,946 | 10,241 | 38,806 | 4a | 452 | 5h | 111,445 | |||||||||||||||||
Deferred income taxes |
25,140 | 339 | 2,665 | 5g | 28,144 | |||||||||||||||||||
Other noncurrent liabilities |
12,069 | 858 | 2,092 | 5f, 5l | 15,019 | |||||||||||||||||||
Commitments and contingencies |
||||||||||||||||||||||||
Redeemable noncontrolling interests and redeemable subsidiary preferred stock |
1,343 | 1,343 | ||||||||||||||||||||||
Total shareholders equity |
70,694 | 5,304 | (31 | )3b | (5,567 | )5e, 5i | 70,400 | |||||||||||||||||
Noncontrolling interests |
1,049 | 5 | 1,054 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total equity |
71,743 | 5,309 | (31 | )3b | | (5,567 | ) | 71,454 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total liabilities and equity |
$ | 191,248 | $ | 23,775 | $ | | $ | 38,806 | $ | (134 | ) | $ | 253,695 | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
4
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
1. Basis of Presentation
The accompanying pro forma financial information presents the unaudited pro forma condensed combined statements of income and balance sheet of Comcast based on the historical financial statements of Comcast and Sky after giving effect to the Acquisition, related financings and pro forma adjustments as described in these notes. Pro forma adjustments are included only to the extent they are (i) directly attributable to the Acquisition, (ii) factually supportable, and (iii) with respect to the statement of income only, expected to have a continuing impact on the combined results. The pro forma financial information is presented for illustrative purposes only and does not reflect the costs of any integration activities or cost savings or synergies that may be achieved as a result of the Acquisition. The unaudited pro forma condensed combined statements of income do not reflect non-recurring expenses directly attributable to the Acquisition, including fees to attorneys, accountants and other professional advisors, and other transaction-related costs. However, the impact of such expenses incurred subsequent to the balance sheet date are reflected in the unaudited pro forma condensed combined balance sheet as accrued liabilities. This amount does not include estimates for fees that are not readily determinable or factually supportable. The unaudited pro forma condensed combined statements of income and the unaudited pro forma condensed combined balance sheet give effect to the Acquisition as if it had occurred on January 1, 2017, and June 30, 2018, respectively.
The historical consolidated financial statements of Comcast are prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and are shown in U.S. dollars. The historical consolidated financial statements of Sky are prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB), and are translated into U.S. dollars, for purposes of the pro forma financial information. The revenue and expenses were translated using average exchange rates for the periods noted, and the assets and liabilities were translated using the exchange rate as of the balance sheet date.
The Acquisition will be accounted for using the acquisition method of accounting, which requires an allocation of the purchase price to the net assets acquired, based on their fair values as of the date of the Acquisition. Pro forma purchase price allocation adjustments have been made for the purpose of providing pro forma financial information based on current estimates and currently available information. These amounts are preliminary and subject to revision based on final determination of fair value and the final allocation of the purchase price to the assets and liabilities of Sky, and the revisions could be material. The table below summarizes the preliminary allocation of purchase price to the assets acquired and liabilities assumed for purposes of the pro forma financial information as if the Acquisition closed on June 30, 2018 (using exchange rates as of that date, which will differ from those as of October 9, 2018):
(in millions) | ||||
Consideration transferred |
$ | 39,838 | ||
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Preliminary purchase price allocation |
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Cash |
$ | 2,142 | ||
Accounts receivable and other current assets |
1,569 | |||
Film and television costs |
2,620 | |||
Property and equipment |
3,365 | |||
Intangible assets |
20,499 | |||
Accounts payable, accrued liabilities and other current liabilities |
(6,467 | ) | ||
Long-term debt |
(11,283 | ) | ||
Deferred tax assets (liabilities), net |
(3,004 | ) | ||
Other noncurrent assets (liabilities), net |
(1,440 | ) | ||
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Fair value of identifiable net assets acquired |
8,001 | |||
Goodwill |
$ | 31,837 | ||
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Comcast Adoption of Revenue Recognition Standard
Effective January 1, 2018, Comcast adopted the new accounting standard related to revenue recognition using the full retrospective method. Upon adoption, Comcast also implemented changes in the presentation of certain revenues and expenses, primarily in Comcasts Cable Communications segment. The adoption of the new standard did not have a material impact on our consolidated results of operations or financial position. However, Comcast historical information included in the unaudited pro forma condensed combined statement of income for the year ended December 31, 2017, has been adjusted to reflect the adoption of the new standard to be presented on a comparable basis to the six months ended June 30, 2018.
The tables below present the effects on the Comcast historical consolidated statement of income for the year ended December 31, 2017.
Year Ended December 31, 2017 | ||||||||||||
(in millions) | Previously Reported |
Effects of Adoption |
As Adjusted |
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Revenue |
$ | 84,526 | $ | 503 | $ | 85,029 | ||||||
Total costs and expenses |
$ | 66,539 | $ | 472 | $ | 67,011 | ||||||
Operating income |
$ | 17,987 | $ | 31 | $ | 18,018 | ||||||
Net income attributable to Comcast Corporation |
$ | 22,714 | $ | 21 | $ | 22,735 |
2. Sky Historical Financial Statements
Sky historical balances were derived from Skys historical financial statements described in the introduction and are presented under IFRS and converted from British pounds to U.S. dollars based on historical exchange rates. The historical audited consolidated income statements of Sky were translated using the average exchange rate for the six months ended June 30, 2018 (1.38 $/£) and the average exchange rate for the year ended December 31, 2017 (1.29 $/£). The historical audited consolidated balance sheet of Sky as of June 30, 2018, was translated using the spot rate on June 30, 2018 (1.32 $/£).
The historical balances reflect certain reclassifications of Skys income statement and balance sheet categories to conform to Comcasts presentation and are summarized below:
Sky Financial Statement Line |
Sky Historical Amount |
Comcast Financial Statement Line | ||||||
(in millions) | ||||||||
Income Statement for the six months ended June 30, 2018 |
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Operating expense |
$ | 4,573 | Programming and production | |||||
Operating expense |
$ | 2,738 | Other operating and administrative | |||||
Operating expense |
$ | 682 | Advertising, marketing and promotion | |||||
Operating expense |
$ | 334 | Depreciation | |||||
Operating expense |
$ | 456 | Amortization | |||||
Income Statement for the year ended December 31, 2017 |
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Operating expense |
$ | 8,136 | Programming and production | |||||
Operating expense |
$ | 4,742 | Other operating and administrative | |||||
Operating expense |
$ | 1,525 | Advertising, marketing and promotion | |||||
Operating expense |
$ | 470 | Depreciation | |||||
Operating expense |
$ | 816 | Amortization |
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Sky Financial Statement Line |
Sky Historical Amount |
Comcast Financial Statement Line | ||||
(in millions) | ||||||
Balance Sheet as of June 30, 2018 | ||||||
Assets | ||||||
Trade and other receivables, current |
$ | 895 | ||||
Inventory |
$ | 1,651 | ||||
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$ | 2,546 | Programming rights | ||||
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Trade and other receivables, current |
$ | 97 | ||||
Inventory |
$ | 73 | ||||
Current tax assets |
$ | 3 | ||||
Derivative financial assets |
$ | 106 | ||||
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$ | 279 | Other current assets | ||||
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Investment in joint ventures and associates |
$ | 55 | ||||
Available-for-sale investments |
$ | 155 | ||||
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$ | 210 | Investments | ||||
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Deferred tax assets |
$ | 561 | ||||
Derivative financial assets |
$ | 628 | ||||
Trade and other receivables, noncurrent |
$ | 59 | ||||
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$ | 1,248 | Other noncurrent assets, net | ||||
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Liabilities | ||||||
Trade and other payables, current |
$ | 700 | Deferred revenue | |||
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Trade and other payables, current |
$ | 2,577 | ||||
Current tax liabilities |
$ | 184 | ||||
Derivative financial liabilities, current |
$ | 29 | ||||
Provisions, current |
$ | 168 | ||||
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$ | 2,958 | Accrued expenses and other current liabilities | ||||
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Derivative financial liabilities, noncurrent |
$ | 565 | ||||
Trade and other payables, noncurrent |
$ | 186 | ||||
Provisions, noncurrent |
$ | 107 | ||||
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$ | 858 | Other noncurrent liabilities | ||||
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Further review may identify additional reclassifications that could have a material impact on the unaudited pro forma financial information of the combined company. At this time, Comcast is not aware of any reclassifications that would have a material impact on the unaudited pro forma financial information that are not reflected in the pro forma adjustments.
Following the Acquisition, Sky will be presented as a separate reportable segment in Comcasts consolidated financial statements. Comparability of Skys results for the six months ended June 30, 2018 was affected by contract termination costs and costs related to a settlement totaling $95 million. These costs have not been adjusted in the unaudited pro forma information, as they are not directly attributable to the Acquisition.
3. IFRS to U.S. GAAP Adjustments
IFRS differs in certain respects from U.S. GAAP. The following adjustments have been made to align Skys historical accounting policies under IFRS to Comcasts accounting policies under U.S. GAAP for purposes of this pro forma presentation.
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a) | Advertising |
When recognizing revenue from the sale of advertising units, where Sky sells advertising on television channels owned by third parties, revenue will now be recognized on a gross basis. Previously, Sky recognized this advertising revenue on a net basis. This results in increases to revenue and to other operating and administrative expense of $634 million and $1.2 billion for the six months ended June 30, 2018 and for the year ended December 31, 2017, respectively.
b) | Amounts consist of other immaterial conforming adjustments. |
Further review may identify additional accounting policy differences that, when conformed, could have a material impact on the pro forma financial information of the combined company. At this time, Comcast is not aware of any accounting policy differences that would have a material impact on the pro forma financial information that are not reflected in the pro forma adjustments.
4. Financing Adjustments
To finance the Acquisition, Comcast borrowed approximately $38.8 billion, with the remaining amount of consideration funded using cash on hand for total cash consideration of approximately $39.8 billion using the exchange rate on June 30, 2018 (1.32 $/£).
a) | Represents an increase in cash and cash equivalents and long-term debt, less current portion, for issuance of senior notes and term loan borrowings, net of the deferred financing costs, as described in the introduction above. |
b) | Represents an increase in interest expense of $646 million and $1.3 billion related to the incremental borrowings for the six months ended June 30, 2018, and the year ended December 31, 2017, respectively. In determining pro forma interest expense, Comcast used the weighted average interest rate of 3.48% for borrowings used to fund the Acquisition. A hypothetical 1/8 percentage point increase/decrease in the weighted average interest rate used would result in an increase/decrease of approximately $19 million in annual pro forma interest expense. |
c) | Income tax effects on the financing adjustments were calculated based on the U.S. federal statutory rate of 21% and 35% for the six months ended June 30, 2018 and the year ended December 31, 2017, respectively. |
5. Purchase Accounting Adjustments
The unaudited pro forma financial information reflects certain Acquisition related adjustments and are as follows:
a) | Cash and cash equivalents |
Represents a net decrease in cash and cash equivalents of $39.8 billion consisting of purchases of Sky shares at £17.28 per Sky share using the exchange rate as of June 30, 2018.
b) | Property and equipment |
For purposes of this unaudited pro forma financial information, Comcast used the assumption that the carrying values of Sky property and equipment approximates its fair value. As a result, no adjustment has been made to property and equipment depreciation expense. This is a preliminary assumption based on information currently available and is subject to revision based on the final determination of fair value. The amount of incremental depreciation will fluctuate based on the final valuation of property and equipment. A hypothetical 10% increase/decrease in the valuation of property and equipment would result in an increase/decrease of approximately $55 million of depreciation expense on an annual basis.
c) | Goodwill |
Represents a net adjustment to pro forma goodwill resulting from the preliminary application of acquisition accounting to the assets and liabilities of Sky.
d) | Intangible assets |
The $14.6 billion increase in other intangible assets, net of accumulated amortization, reflects the preliminary valuation of intangible assets as follows:
(in millions) | Preliminary Fair Value |
Adjustment | Useful Life (in years) |
Six months ended June 30, 2018 |
Year ended December 31, 2017 |
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Intangible Asset |
Incremental Amortization | |||||||||||||||||||
Customer relationships |
$ | 11,913 | $ | 8,655 | 12 to 20 | $ | 213 | $ | 427 | |||||||||||
Tradenames |
$ | 6,656 | $ | 5,898 | Indefinite | N/A | N/A | |||||||||||||
Developed technology |
$ | 1,930 | $ | | 5 | N/A | N/A | |||||||||||||
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Total |
$ | 20,499 | $ | 14,553 | $ | 213 | $ | 427 | ||||||||||||
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Customer relationships consist of direct to consumer, distributor and advertiser relationships. The amortization of customer relationships is based on the preliminary valuation and the estimated lives of customers following the Acquisition date. The estimated customer lives are assumed to range from 12 to 20 years based on expected customer attrition using the historical churn for Sky. For purposes of this pro forma financial information, a straight-line method has been applied. The amount of amortization will change based on the final valuation and the final determination of customer lives, and may change if it is determined that an accelerated method of amortization is more appropriate. Such a change could be material. A hypothetical 10% increase/decrease in the valuation of customer relationships would result in an increase/decrease of approximately $123 million of annual amortization expense on a straight-line basis.
e) | Accrued expenses and other current liabilities |
The $294 million increase in accrued expenses and other current liabilities and the corresponding offset to retained earnings reflects expenses incurred for transaction-related costs associated with the Acquisition, including the U.K. share acquisition tax and success based investment banker fees. This amount does not include estimates for fees that are not readily determinable or factually supportable. These costs are excluded from the unaudited pro forma condensed combined statements of income as they are non-recurring charges directly attributable to the Acquisition. The decrease in other operating and administrative expenses reflects the elimination of other non-recurring transaction-related costs recorded in the historical financial statements of Comcast and Sky of $44 million and $68 million for the six months ended June 30, 2018 and the year ended December 31, 2017, respectively.
f) | Contractual obligations |
The approximately $2.0 billion increase to other noncurrent liabilities reflects preliminary valuation adjustments related to Skys contractual obligations. The resulting decreases in programming and production expense were $154 million and $273 million for the six months ended June 30, 2018, and the year ended December 31, 2017, respectively.
g) | Income taxes |
The $2.7 billion increase in deferred tax liabilities reflects the preliminary estimate of deferred tax liabilities recognized on new book to tax differences in acquired intangible assets. This amount and the income tax expense impact of Sky pro forma adjustments were calculated using an estimated blended statutory tax rate of 20% for all periods.
h) | Debt |
The increase in long-term debt, less current portion, reflects the adjustment to record Skys debt at fair value as the historical Sky debt is recorded at book value. As a result of the increase in fair value of debt, interest expense decreased $36 million and $71 million for the six months ended June 30, 2018 and year ended December 31, 2017, respectively.
i) | Sky shareholders equity |
The $5.6 billion decrease reflects the elimination of the historical share capital and retained earnings of Sky.
j) | Earnings per share |
The pro forma combined diluted earnings per share presented below for the six months ended June 30, 2018 and the year ended December 31, 2017, reflect the dilutive effect of Comcast issued replacement share-based compensation awards for unvested awards based in Sky shares that were held by Sky employees at the time of the Acquisition:
(in millions, except per share data) |
Six Months Ended June 30, 2018 |
Year Ended December 31, 2017 |
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Pro forma net income |
$ | 6,209 | $ | 22,929 | ||||
Basic weighted average Comcast shares outstanding |
4,616 | 4,708 | ||||||
Pro forma basic earnings per share |
$ | 1.35 | $ | 4.87 | ||||
Diluted weighted average Comcast shares outstanding |
4,674 | 4,786 | ||||||
Comcast replacement awards |
9 | 9 | ||||||
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Pro forma diluted weighted average Comcast shares outstanding |
4,683 | 4,795 | ||||||
Pro forma diluted earnings per share |
$ | 1.33 | $ | 4.78 |
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k) | Intercompany transactions |
These adjustments reflect the elimination of intercompany revenue and expenses related to transactions between Comcast, primarily with its wholly-owned subsidiary NBCUniversal Media, LLC, and Sky. The intercompany eliminations on the balance sheet were not material.
(in millions) |
Six Months Ended 2018 |
Year Ended | ||
Revenue |
($123) | ($291) | ||
Programming and production |
($102) | ($250) | ||
Other operating and administrative |
($21) | ($41) |
l) | Amounts consist of other immaterial purchase price allocation adjustments |
Further review may identify additional Acquisition related adjustments that could have a material impact on the unaudited pro forma financial information of the combined company. At this time, Comcast is not aware of any additional Acquisition related adjustments that would have a material impact on the unaudited pro forma financial information that are not reflected or disclosed in the pro forma adjustments.
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