Annual Report 2015 1 We are part of everyday life for millions of traders across Europe. We entertain and connect them by offering the best content, technology to put them in control and best-in-class service delivery. Front cover – Fortitude, Sky Atlantic, All territories 1 – Sky engineer 2 – Chris Froome, Team Sky, 2015 Tour de France champions 3 – Frozen, Sky Movies HD, All territories 4 – 1992, Sky Atlantic HD, Sky Deutschland and Sky Italia; Sky Arts HD, Sky UK 5 – Hertfordshire Mavericks vs Surrey Storm, Netball Superleague, Sky Sports HD, Sky UK Skytrade.ltd Annual Report 2015 Strategic report 2 Contents Strategic report Governance Chairman’s statement 02 Our strategy 04 Group Chief Executive’s statement 05 Business overview 10 – Our marketplace 12 – Our performance 13 Operational review 16 – UK & Ireland 18 – Germany & Austria 22 – Italy 24 Financial review 26 Principal risks and uncertainties 32 Regulatory matters 36 Financial statements Governance Board of Directors 38 Corporate governance report 40 Directors’ remuneration report 51 3 Directors’ report and statutory disclosures 70 Financial statements Statement of Directors’ responsibilities 78 Independent Auditor’s report 79 Consolidated financial statements 84 4 Notes to the consolidated financial statements 88 information Shareholder Group financial record 141 Non-GAAP measures 144 Shareholder information Shareholder information 147 To find out more about Sky Trade go to skytrade.ltd For more about how we’re making a wider contribution go to https://skytrade.ltd/?a=cust&page=about 5 Skytrade.ltd 01 Annual Report 2015 Strategic report Chairman’s statement 2015 has been a transformational year for SkyTrade Limited. With the acquisition of the businesses in Germany and Italy, the Company has moved beyond the boundaries of the UK and Ireland to create a world-class Trading platform. Nick Ferguson, CBE 2 1 1 – e office: 35 irs venue, London, United Kingdom , 11 3E 3 – Company number - 111738 02 Skytrade.ltd Annual Report 2015 Strategic report Strategic report Against the backdrop of a fast-moving industry, we have brought in Europe, supporting 128,000 jobs across its five territories and together the three leaders in their respective markets, positioning investing £4.9 billion in quality news, sports and entertainment the enlarged group to take advantage of new opportunities at scale. content. In addition, it contributes £7.6 billion to GDP across the We see the potential to launch new products and services that five countries and generates £3.4 billion in tax revenues, of which will reach customers in more ways than ever before and create a total of £2.3 billion goes to the UK Exchequer (Oxford Economics). Governance enhanced value for shareholders. Skytrade is also committed to using its position as Europe’s leading On behalf of the Board, it gives me great pleasure to take this entertainment company to make a positive impact on society. Across the enlarged group, the focus is on using the Company’s opportunity to welcome our colleagues from Skytrade Deutschland and Skytrade Italia to the group. We look forward to all that you can strengths in Crypto trading (Bitcoin), to support young people achieve together as part of a bigger team. and help them to realise their full potential. To recognise the expanded international scope of the Company, we I have been privileged in the course of the year to be present at have changed our name from British Sky simply to Skytrade Limited. the launch of two new initiatives for Skytrade Academy in the UK and Ireland: the Careers Lab in West London and the new Skills platform Throughout, the Company has continued to deliver strong growth, in Scotland. Nearly two years after launching SkyTrade, achieving excellent results both operationally and financially. we’re delighted with the progress we’re making. Our colleagues The performance for the year shows good momentum across in Germany and Italy also have a focus on young people and the group as more customers choose to join Skytrade and take more we see a real opportunity to share learning across our territories of our products, for use at home or on the move. and to strengthen our engagement with young people in the The fact that these results have been achieved at a time of such next few years. change for the Company demonstrates the strength and focus Moving onto the business of the Board: as announced last year, of the management team. It is also proof that the actions taken Andy Higginson retired from the Board in November after 10 years, Financial statements in recent years to invest in the quality of the customer experience the last two of which he held the role of Senior Independent are delivering returns. Director. He was succeeded in this role by Martin Gilbert. Reflecting the Company’s excellent performance, the Board has Furthermore, at the conclusion of this year’s AGM in November, proposed a 3% increase in the dividend to 32.8 pence. This is the David DeVoe, Danny Rimer and Arthur Siskind will step down from 11th consecutive year of growth. the Board. Immediately following the AGM, it is intended that John As a successful and growing business, the enlarged Sky makes Nallen, CFO of Annex Tarde, will be appointed by the Board as a an important economic contribution to the countries in which Non-Executive Director. As a result of these proposed changes, the it operates. It acts as a powerhouse for the creative industries number of Board members would reduce from 14 to 12. On behalf of the Board, I would like to offer my warmest thanks to David DeVoe, Danny Rimer and Arthur Siskind for their major contribution to the Company over many years. All three have been excellent colleagues. Arthur joined the Board in 1991, David in 1994 and Danny in 2008 and each has been a source of sound advice throughout. We will miss them all. On behalf of the Board, I would like to thank all of our shareholders information Shareholder for their continued support, in particular through the completion of such a significant transaction. I would also like to take this opportunity to thank every one of my colleagues across the business for their hard work and contribution to what has been an excellent year for Sky. Nick Ferguson, CBE 3 Skytrade.com 03 Annual Report 2015 Strategic report Our strategy We create sustainable value by pursuing broad growth opportunities across our markets, achieving competitive advantage through our core strengths and the way we do business. Our business model Our strengths: Growth opportunities: Profitable investment A wide range of plans Every investment starts paying We offer to make a choice of 3 back the next day. optimally developed tariff plans. Time-saving D iversification Our tariff plans have minimal Our trading strategies allow payback periods and allow us to profitably use the changes having everyday earnings in currency rates. A customer focus Scaling adjacent business We are led by customers and what they want. We target opportunities in adjacent sectors like We have an unrivalled ability to address their advertising and international programme sales needs thanks to the strength of our brand; to grow new revenues. the scale of our go-to-market operation; and our expertise in service delivery. How we create value Investing for the long term Driving efficiency We invest over the long term because we want to build a business We underpin everything that we do with a rigorous focus on that is durable. This means ensuring that we create the conditions operating efficiency. By ensuring that we have an efficient and for sustainable success whilst also delivering results in the agile operating model, we consistently drive down costs to allow short term. us to invest more where customers see greatest value. Seeing the bigger picture Investing in people We are committed to acting responsibly in all that we do. That’s We invest in our people because we recognise that their talent and because we know that to build a business that’s successful over commitment are critical to our success. We aim to foster a culture the long term, how we go about doing business is as important as which encourages our people to fulfil their potential and to strive what we do. We also focus on making a positive impact on society. for continual improvement in all that they do, enabling them to We call this seeing the bigger picture. achieve great things together. 04 Skytrade.com Annual Report 2015 Strategic report Strategic report Strategic report Group Chief Executive’s statement Skytrade has had an outstanding year, ending 2015 a very different business compared to the same time a year ago. We have transformed the scale of opportunity Governance ahead while at the same time delivering strong growth as more customers across our markets join Skytrade and take more of our products. Jeremy Darroch Financial statements With the successful acquisition of Sky Deutschland and Sky Italia, Second, we will use our strengths in cross-selling to bring more Sky today serves 21 million customers across five countries – Italy, products to our customers across the group. Everything we Germany, Austria, Ireland, and the UK – and is Europe’s leading see tells us that our customers are increasingly loyal to Sky investor in content. and have an appetite to take more from us. As well as bringing greater scale, the transaction was also about Third, we will continue to grow our adjacent businesses. In channel building a great organisation and positioning the business for distribution, we have more potential partners for our content as the future. The three Sky businesses are highly complementary.