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| Registered number: 09513259 |
Directors and Officers
For the year ended 31 December 2024
Directors |
Sky CP Limited's ("the Company") present Directors and those who served during the year are as follows: |
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(Resigned on 16 September 2024) | |
(Resigned on 13 December 2024) | |
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R G McNeil | (Appointed on 9 December 2024) |
Secretary |
Registered office |
United Kingdom |
Auditor |
Deloitte LLP |
London |
United Kingdom |
Strategic and Directors' Report
Strategic Report for the year ended 31 December 2024
The Directors present their Strategic Report on the affairs of the Company, together with the Directors' Report, audited financial statements and Auditor's Report for the year ended 31 December 2024, with comparatives for the year to 31 December 2023.
The purpose of the Strategic Report is to inform members of the Company and to help them assess how the Directors have performed their duty to promote the success of the Company for the benefit of its members as a whole under Section 172(1) of the Companies Act 2006 (duty to promote the success of the Company).
Business review and principal activities
The Company operates, together with Comcast Corporation ("Comcast") and its other subsidiaries, as a part of the Comcast Group. The Company is a wholly-owned subsidiary of Sky UK Limited (the immediate parent company) and operates together with its subsidiaries (the "Sky Group"). The Company is ultimately controlled by Comcast.
The Directors are not aware, at the date of this report, of any likely major changes in the Company's activities in the next year.
Financial Review and Dividends
The audited financial statements for the year ended 31 December 2024 are set out on pages 17 to 48. During the year, the Company made a loss before tax of £154 million (2023: profit before tax of £47 million). Revenue has decreased to £1,028 million (2023: £1,379 million) and operating expenses have decreased to £1,056 million (2023: £1,247 million). Revenue has decreased due to a lower intercompany recharge resulting from the decline in expenses.
The balance sheet shows the Company's shareholder equity position at the year end was £1,075 million (2023: £924 million). The increase in the net assets during the year is primarily due to the share issue during the year, where the investment in subsidiary in Sky International Limited was contributed into the Company as part of an internal corporate reorganisation.
For the year ended 31 December 2024, there was no interim dividend paid (2023: £nil) and the Directors do not propose a final dividend (2023: no final dividend).
Key performance indicators (KPIs)
Comcast and the Company manage their operations on a divisional basis. For this reason, the Directors believe that an analysis using KPIs for the Company is not necessary or appropriate for an understanding of the development, performance or position of the Company. The results of the Company are included in the KPIs of Comcast, the ultimate controlling party. More information is included in Comcast's filings with the U.S. Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended 31 December 2024, and subsequent filings.
Principal risks and uncertainties
The Company's business is regulated and changes in regulations, changes in interpretation of existing regulations or failure to obtain required regulatory approvals or licenses could adversely affect the Company's ability to operate or compete effectively. The Company's business is reliant on technology which is subject to the risk of failure, change and development. The Company operates in a highly competitive environment that is subject to rapid change and it must continue to invest to remain competitive. The failure of key suppliers could affect the Company's ability to operate as a business. The Company relies on a number of third parties and outsourced suppliers to support its supply chain.
Strategic and Directors' Report (continued)
Section 172(1) statement
Under section 172(1) of the Companies Act 2006, the Directors must act in a way that they consider, in good faith, would most likely promote the success of the Company for the benefit of its members as a whole, and in doing so have regard (amongst other matters) to:
the likely consequences of any decision in the long-term;
the interests of the company's employees;
the need to foster the company's business relationships with suppliers, customers and others;
the impact of the company's operations on the community and the environment;
the desirability of the company maintaining a reputation for high standards of business conduct; and
the need to act fairly between shareholders of the company.
This section explains how the Directors of the Company, both individually and collectively, have had regard to the factors listed above in their decision making during the year ended 31 December 2024. As part of their decision-making process, the Directors have regard to the likely consequences of any decision in the long term.
The Company is a subsidiary of the Comcast Group and therefore consideration of stakeholder engagement is intrinsically linked to the wider Comcast strategy in order to achieve a greater aligned impact, rather than at an individual company level. Decisions made by the Directors consider the Comcast Group's strategic goals and follow Comcast's Code of Conduct, which defines our principles of business conduct and reflects our shared commitment to integrity and seeks to ensure that the Company maintains high standards of business conduct. The Directors also have due regard to other relevant policies, frameworks and internal controls of the Comcast Group in relation to governance and stakeholder matters. Principal decisions made at the Company level include approving the annual financial statements and dividend distribution in Board meetings, among others. .
Our Employees
The Directors recognise that employees are central to our success. We promote a culture that embraces equal opportunity for all and seek to have a workforce that is inclusive and reflective of our stakeholders, including our shareholders, employees, customers, suppliers and the communities where we operate.
The Company and its Directors are proud of our community of employee resource groups. These voluntary, employee-led organisations are open to all and contribute to business priorities, career development and foster an inclusive and collaborative workplace. We aim to ensure a transparent, professional working environment where employees treat each other with respect. We communicate with our employees frequently and conduct employee engagement surveys.
Our Partners
As a part of the Comcast Group, the Directors and the Company as a whole seek to build long-term relationships with our suppliers and customers and help them succeed. A critical part of doing business is partnering with others, and we believe that partnerships are built on trust and mutual advantage. The Comcast Group considers these relationships and the feedback received from engagement with our partners in its decision-making process.
We expect our suppliers and business partners to act ethically and share in our commitment to operate with integrity and in accordance with applicable laws and regulations, as set forth in our Code of Conduct for Suppliers and Business Partners, available here: https://corporate.comcast.com/impact/values-integrity/integrity/our-suppliers-and-business-partners.
Comcast's annual Statement on Modern Slavery and Supply Chain Values and Sky Group's Modern Slavery Update provide more information on the Company's approach to understanding and addressing the risks of modern slavery, as well as conducting human rights due diligence.
Our Communities
As a part of the Comcast Group, a global media and technology company, the Directors and the Company as a whole seek to use our resources - our people, programming and platforms - to work toward opportunity for all in areas where we can have a meaningful impact. By supporting local communities, our teammates, and our planet we can help create a world of unlimited possibilities so that together we can build a future that benefits generations to come. We are focusing our efforts in the following areas:
Digital Opportunity. Helping people access the resources, skills, and tools they need to succeed in an increasingly digital world.
Environment. Shaping a more sustainable future by improving our environmental impact.
Values and Integrity. Fostering a company culture built on integrity, respect and inclusion. Our values and principles guide everything we do.
Strategic and Directors' Report (continued)
Section 172(1) statement (continued)
Environment
The Directors and the Company as a whole have considered the importance of climate change and working towards the Comcast Group's strategy for a sustainable future, which includes setting a goal to be carbon neutral by 2035 in Scope 1 and 2 emissions across our global operations. In addition, Comcast Group has set near-term science-based targets for Scopes 1, 2 and 3 that have been validated by the Science Based Targets initiative (SBTi). To achieve these goals, we are focused primarily on sourcing clean and renewable energy and improving energy efficiency. We are also innovating to create more sustainable products and packaging. More details on the Comcast Group's environmental strategy can be found at https://corporate.comcast.com/impact/environment.
The Directors and management of the Company are responsible for ensuring the Company contributes to the progress toward these Group wide goals, and consideration of these goals, together with wider environmental impact considerations, are incorporated into the Company's decision-making processes. For more information on Group wide environmental performance and progress, see the 2025 Carbon Footprint Data Report, the Sustainability Accounting Standards Board (SASB) Report, the Task Force on Climate-Related Financial Disclosures (TCFD) Report and the Carbon Disclosure Project (CDP) Report, all available on Comcast Group's ESG Reporting website at https://www.cmcsa.com/esg-reporting.
Members
The Company is a wholly-owned subsidiary of Sky UK Limited, which is an indirect subsidiary of Sky Limited, is part of the Sky Group, and is ultimately controlled by Comcast. The duties of the Directors are exercised in a way that is most likely to promote the success of the Company, the Sky Group and the Comcast Group as a whole, while having regard to the factors outlined in Section 172(1).
Approved by the Board and signed on its behalf by
R G McNeil |
Director |
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Grant Way |
Isleworth |
Middlesex |
United Kingdom |
TW7 5QD |
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Date: |
Strategic and Directors' Report (continued)
Directors' Report for the year ended 31 December 2024
The Directors present their report and the audited financial statements of Sky CP Limited (the "Company") for the year ended 31 December 2024
Directors
The Directors who served during the year are shown on page 1.
Going concern
The Company's business activities together with the factors likely to affect its future development and performance are set out in the Business Review. The Strategic Report details the financial position of the Company, as well as the Company's objectives and policies, and details of its exposures to risk.
Given the integrated nature of the Group's financial planning and treasury functions, funding requirements have been assessed at the Group level. The Directors believe that the cash flow from operating activities generated by the businesses, together with the Group's existing cash, cash equivalents, investments and available borrowings under its existing credit facilities, including the £6 billion revolving credit facility with Comcast, will be sufficient for the Company to meet its current and long-term liquidity and capital requirements.
The Company is in a net current liability position. However, the Company has received confirmation that Comcast intends to support the Company for a period of at least 12 months from the date of signing of these financial statements.
As a result, after making enquiries, the Directors have formed a judgement at the time of approving the financial statements that the Company will have access to adequate resources to continue for at least 12 months from the date of signing of the financial statements. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.
Director's confirmations
For the purposes of Section 418 of the Companies Act 2006, in the case of each Director in office at the date this report is approved:
so far as the Director is aware, there is no relevant audit information of which the Company's auditor is unaware; and
the Director has taken all the steps that he/she ought to have taken as a director in order to make himself/herself aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
Auditor
Deloitte LLP have expressed their willingness to continue as auditor and a resolution to reappoint them was approved by the Board of Directors on 18 June 2025.
Dividend
During the year no interim dividend was paid (2023: £nil).
The Directors do not recommend the payment of a final dividend in the current year (2023: £nil).
Financial risk management
The use of financial derivatives is governed by the Comcast Group treasury policy approved by the Comcast's audit committee and board of directors, which provides written principles on the use of financial derivatives to manage these risks. The Company does not use derivative financial instruments for speculative purposes.
The principal risks facing the Company are interest rate risk, liquidity risk, credit risk, and foreign exchange rate risk, which is mainly associated with intercompany balances, revenue, and purchases which are Euro denominated. The intercompany balances of the Company are detailed in notes 14 and 15.
Interest rate risk
The Company has financial exposure to UK and European interest rates arising from interest rate derivatives transacted on behalf of the Sky Group and various loan balances with other companies within the Group. The Comcast Group's Treasury function monitors the Company's exposure to fluctuations in interest rates.
Foreign exchange risk
The Company's activities expose it to the financial risks of changes in foreign currency exchange rates. The Sky Group uses foreign exchange forward contracts and cross currency swaps to hedge these exposures and mitigates exposures by matching foreign currency assets and liabilities as far as is possible. See note 17 of the accompanying financial statement for more details.
Strategic and Directors' Report (continued)
Financial risk management (continued)
Credit risk
The Company has no significant concentration of credit risk, with exposure spread over a large number of counterparties and customers other than other Comcast Group companies.
The Balance Sheet of the company includes intercompany balances and the Company is therefore exposed to credit risk on these balances. The intercompany balances are detailed in notes 14 and 15 of the accompanying financial statements.
Liquidity risk
The Company relies on the Comcast Group Treasury function to manage its liquidity and ensure that sufficient funds are available for ongoing operations and future developments. The Company currently has access to the £6 billion revolving credit facility with Comcast Corporation which is due to expire in 2027. The Company benefits from this liquidity through intra-group facilities and loans.
Research and Development
The Company engages in research and development activities performed on behalf of other companies in the Comcast Group.
Future developments
The Directors do not expect any changes to the business model in the foreseeable future.
Branches outside the United Kingdom
The Company has the following company branches outside the UK: Sky CP Limited - Sucursal em Portugal and Sky CP Limited - odštěpný závod.
The Directors and the Company as a whole place considerable value on the involvement of employees, and have continued to keep them informed on matters affecting them as employees and various factors affecting the performance of the Company. Employees are consulted through formal and informal meetings and internal communications, with the aim of ensuring that their views are taken into account when decisions are made which are likely to affect their interests, and that all employees are aware of the financial and economic performance of the Company and of Comcast Group as a whole. Furthermore, directors have regard to employee interests in the context of principal decisions made with respect to the Company during the year. We seek to create an engaged workforce through proactive listening and constructive dialogue, including through employee engagement surveys, as well as through Comcast's nine voluntary employee resource groups, with more than 36,000 members in 240 chapters. These employee-led organisations are open to all and contribute to business priorities, career development and foster an inclusive and collaborative workplace. We also provide a wide variety of opportunities for professional growth for all employees with in-classroom and online trainings and on-the-job experience. We are committed to creating an environment that encourages employees to ask questions, raise concerns and speak up about a workplace issue or suspected illegal or unethical conduct. We provide several channels for speaking up without fear of retaliation, including a helpline and web portal that are administered by an independent third-party company and allow for anonymous reporting when permitted by applicable laws.
Comcast has employee stock purchase plans in the United States, United Kingdom, India and several other European countries where most of our full-time and part-time employees can purchase our stock at a discount.
Strategic and Directors' Report (continued)
Disabled persons
Applications for employment by anyone with a physical or mental impairment are always fully considered, bearing in mind the abilities of the applicant concerned. For members of staff with a disability, or who become disabled during employment, every effort is made to ensure that their employment with the Company continues and that appropriate adjustments are considered and support provided, in line with our reasonable adjustment policy. If a disabled employee is unable to continue in their current role after considering the adjustments available, we have a redeployment policy to provide support to help the employee secure an alternative role. It is the policy of the Company that the training, career development and promotion of disabled persons should, as far as possible, be equal to that of other employees.
Stakeholder engagement statement
The Company and Comcast maintain an active dialogue with Comcast's shareholders to consider a broad range of perspectives. Information on engagement with stakeholders, including suppliers, customers and communities, is set out in the "Section 172(1) statement" section of the Strategic Report.
Corporate governance statement
Code of Conduct
The Company is ultimately controlled by Comcast and operates together with Comcast's other subsidiaries as part of the Comcast Group. The Comcast board of directors is responsible for establishing corporate governance practices and policies for the Comcast Group. The Company has adopted the Comcast Code of Conduct, which sets out the four core values that the Comcast Group is guided by: an entrepreneurial spirit; doing the right thing and acting with integrity; having respect for each other; and giving back. It explains how these principles are put into practice within the Comcast Group of companies. Specifics of the Code of Conduct are available at https://www.cmcsa.com/corporate-governance.
Sky Group employees also receive their own "Ways of Working" manual which details its values as a business and sets employee behavioural expectations. The Sky Group's policies may be found at https://www.skygroup.sky/documents-policies.
The Directors believe that the Comcast Code of Conduct, Sky's Ways of Working and the corporate governance arrangements described below represent the primary areas of the Company's corporate governance framework, given that it operates as a wholly-owned subsidiary of Comcast. As a result, the Directors decided not to formally adopt a recognised code of corporate governance.
Board composition
The Company's board (the "Board") comprises of 3 directors. The size, structure and composition of the Board is appropriate to meet the Company's strategic needs and challenges and reflects a balance in depth of skills and experience to promote effective decision making. The Directors did not receive remuneration for their role as statutory directors of the Company during the year because they are employees who receive remuneration for their employment with the Sky Group or Comcast Group.
Director responsibilities
The Company's embedded operating framework within the Comcast Group and Sky Group sets out the rules, policies and delegations of authority with which the Company complies and establishes clear lines of accountability and responsibility to support decision-making. The Company delegates authority of day-to-day management to senior executives and engages leadership to set, approve and oversee the execution of the Company's and the Sky Group's business strategy. The Company follows our Contract Standards and Approval Policies for approving contracts which reserves certain matters. In some circumstances additional approvals from specific personnel are required. The Board meets on an ad hoc basis to consider the Company's activities and to review and approve strategic and other key decisions.
Oversight of management and risk
Oversight of management and risk is intrinsically linked to the Comcast board of directors, which provides guidance to and oversight of management with respect to Comcast Group's business strategy throughout the year. Active risk management is primarily the responsibility of management, which performs a companywide enterprise risk management assessment to identify key risks and to manage and mitigate the significant strategic, operational and legal risk areas for Comcast, overseen by the Comcast board of directors. In addition, the Company's Board monitors risks relating to the Company and its performance and regularly reviews measures to address and mitigate such risks, as well as monitoring how the Comcast Group strategy is implemented and communicated.
Sky's formal risk management framework is embedded within the business to support the identification and management of risk across the Sky Group. An ongoing monitoring process operated by the Sky Group risk team and supported by senior management identifies and reports on significant changes or new risks. The Sky Group Risk and Assurance function assists the business in developing risk registers and consolidates these both to support Sky's day-to-day approach to risk and to inform Comcast's annual enterprise risk management assessment.
Comcast corporate governance documents are available at: https://www.cmcsa.com/corporate-governance.
Strategic and Directors' Report (continued)
Non-Financial and Sustainability Information (NFSI) Statement
For the purpose of this statement, where references are made to the 'Sky Group', this comprises Sky New Media Ventures Limited and all of its subsidiaries (including the Company), as well as Sky German Holdings GmbH and all of its subsidiaries and Sky Italian Holdings Spa and all of its subsidiaries.
Note that this does not form one conventional group in the entity group structure (as Sky New Media Ventures Limited, Sky German Holdings GmbH and Sky Italian Holdings Spa are some of the separate subsidiaries of the same parent, Comcast Sky Holdings Inc.). However, as detailed below, NSFI information is monitored at a 'Sky Group' level, comprising the aforementioned entities.
Governance
The significant risks facing the Company are set forth under "Principal risks and uncertainties" above. The Company also recognises the importance of effectively managing significant climate-related risks and opportunities and has embedded this into its existing risk management and decision-making processes as appropriate. Climate-related risks and opportunities are first identified and managed on a Comcast Group-wide basis through the Comcast Group's enterprise risk management ("ERM") process, as described in further detail below, which includes input from the Company. The Company further assesses climate-related risks and opportunities in relation to the Company, on a Sky Group basis, and relevant climate-related initiatives at the Sky Group level as described below.
Comcast Board Oversight
The Comcast Corporation Board of Directors and its committees exercise their respective roles in strategy and risk oversight in a variety of ways, including the following that may relate to climate change:
Oversight of risks associated with the Comcast Group's reputation, which may include the Comcast Group or the Company's climate-related activities, and review of climate-related strategies and initiatives as appropriate, including those related to the Company.
Oversight of the Comcast Group's ERM assessment process, which includes input from the Company, and various policies, practices and assessments with respect to potentially significant business risks including relating to business continuity, such as those risks arising from severe weather events.
Management Oversight
The Company, at the Sky Group level, has a Risk, Compliance and Governance Committee which is responsible for the monitoring and management of the Sky Group's risks. The Committee is composed of legal, financial, technology and security executives, who contribute into the wider Comcast ERM process.
The Comcast Group's executive management team has the overall responsibility for its ERM process, and an ERM steering committee composed of legal, financial, and business executives manages the process, with one or more senior business executives then monitoring and managing each of the identified risks.
In addition, the Comcast Group's Senior Vice President Corporate Environmental Sustainability and two management committees, a senior executive-level committee and an operational committee, oversee governance of environmental sustainability for the enterprise.
The Executive Environmental Committee, chaired by the Comcast Group's Chief Financial Officer and Chief Legal Officer, meets at least annually with members of the Environment Operating and Governance Committee ("EOGC") to assess and manage climate-related risks and opportunities and review and approve environmental sustainability strategy, targets and results.
The EOGC, chaired by the Comcast Group's Senior Vice President of Corporate Environmental Sustainability, defines strategies across its businesses to address climate-related risks, realise climate-related opportunities and prioritise activities from a financial planning perspective that will help the Comcast Group 2035 carbon neutral goal. The EOGC meets periodically and is comprised of executives from each business unit, including the Sky Group, across multiple functions including procurement, strategy, finance, accounting, legal and other operational functions.
Comcast Group's SVP Corporate Environmental Sustainability is responsible for shaping Comcast Group's corporate environmental sustainability strategy and working across the enterprise to ensure the businesses align, operationalise, and execute on that strategy. As Chair of the EOGC, she manages governance for environmental sustainability topics at the enterprise level, including the identification and prioritisation of climate-related risks and opportunities, and setting and monitoring progress against corporate sustainability targets. She works closely with other Corporate Finance leaders (including Accounting & Controllers, FP&A, Treasury, and Internal Audit) and the EOGC to track, monitor, and report on environmental data (e.g., GHG emissions) and significant sustainability initiatives. The SVP Corporate Environmental Sustainability periodically reports to the Governance and Corporate Responsibility Committee on sustainability matters, including with respect to Comcast Group's 2035 carbon neutral goal, and progress toward our sustainability goals is one of various considerations for our management team's annual bonus.
The Company, at the Sky Group level, has further developed its own tailored climate-related strategies and initiatives. The Sky Group Chief Corporate Affairs Officer and the Sky Group Director of Bigger Picture and Sustainability are accountable for the Company's sustainable business strategy and report into the Risk, Compliance and Governance Committee and EOGC when required.
Strategic and Directors' Report (continued)
Non-Financial and Sustainability Information (NFSI) Statement (continued)
Identification, Assessment and Management of Climate-Related Risks and Opportunities
The Company, at the Sky Group level, has a Risk, Compliance and Governance Committee which is responsible for identifying and managing the Sky Group's risks, with key Committee members involved in the Comcast Group-wide ERM process.
Risk identification and management are integrated within the Comcast Group's ERM process which is led by its ERM Committee, comprised of executive leadership across Comcast's businesses (including the Sky Group) and co-chaired by the Comcast Group's Chief Financial Officer and Chief Legal Officer. This Committee is responsible for identifying risks that are potentially most impactful to the Comcast Group and related risk mitigation strategies. The Audit Committee of Comcast Corporation's Board of Directors has oversight of the ERM process, and the full Board of Directors has oversight for the resulting risks and mitigations.
Risk identification and mitigation is iterative. The Company, at the Sky Group level, models and considers various assumptions for strategic investment as part of the Comcast Group's Long-Range Planning ("LRP") cycle each year. The LRP process occurs over several months annually to model, plan and set budgets for the Comcast Group over a 5-year (short-term and medium-term) horizon, in line with the financial LRP process.
The combination of the ERM and LRP processes determines which mitigation activities for the Comcast Group's most impactful risks are prioritised for short-term and medium-term funding. As mitigation strategies and opportunities are planned and funded as part of the LRP and budget processes, the results feed into the plans of the Comcast Group's Internal Audit function, who independently validates progress in the general course of its audit work.
In addition, the outcomes of the LRP process are used across the Comcast Group to identify risks and opportunities to inform the decarbonisation of the business. At the Sky Group level, the Company works with various business units on these plans, with focus on material areas of the business including Group Product and Group Supply Chain.
Risk Management
Within the ERM process, environmental risks are not stand-alone ERM risks given the overall nature of the Comcast Group's business. Instead, environmental-related risks are reflected within some of the Comcast Group's top risks. For example, business continuity risk includes crisis planning, preparedness/testing and response across a variety of events, including weather events (e.g. hurricanes, floods, wildfires), natural disasters (e.g. earthquakes and tsunamis), pandemics, wide-spread power outages, supply chain disruption and cyber-attacks.
Business continuity and disaster recovery programs at the Company are led by a Steering Committee comprised of senior business, financial and technological leaders. These leaders seek to ensure that the Company continuously evaluates and tests critical operations, technology and facilities for incident response and recovery. Where relevant, the Steering Committee and crisis responders coordinate to ensure appropriate responses for the Company's customer and employee populations. Pursuant to its charter, the Audit Committee of Comcast Corporation's Board of Directors receives periodic reports on business continuity activities. Because risk management is considered an integral part of company operations, environmental aspects of top ERM risks are managed by the same operational owners responsible for mitigating the specific ERM risks. This approach allows environmental issues to be considered alongside other operational factors when determining mitigation strategies and prioritisation.
Climate-Related Risks and Opportunities
At this time, neither the Company nor the Comcast Group has more widely identified any climate-related risks that are material independent of the material operational risks already identified as part of the ERM process, which includes input from the Company. See Risk Management above for more information.
It is not considered that acute and chronic physical climate-related risks are material on a standalone basis for the Company or for the Comcast Group. The following are examples of some of the more potentially meaningful climate-related transition risks identified that, while also not material on a standalone basis, may impact the Company at the Sky Group level. Consistent with the LRP process, we consider short-term to be less than one year, medium-term to be one to five years, and long-term to be over five years, but the specific time-period definitions are not determinative since the transition risks below fall across all three timeframes.
Strategic and Directors' Report (continued)
Non-Financial and Sustainability Information (NFSI) Statement (continued)
Risk Category | Risk Description | Efforts to Mitigate Risk |
Transition Risks |
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Regulatory and Legal | Increased or changing climate-related rules and regulations in the jurisdictions in which the Sky Group operates, which could lead to increased operational costs, compliance burdens and/or litigation. Such risks could be exacerbated by regulations that are enacted now but rely on future improvements in public infrastructure. |
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Market | Increased operational costs due to changing input prices (e.g. energy, water, supply chain) or output requirements (e.g. energy efficiency, waste treatment). |
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Reputation | Brand and reputation risk from the Company's environmental impact or speed of action around climate or energy, or the climate resilience of the Sky Group's products and services. |
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Climate-related opportunities, at the Sky Group level which may impact the Company's business, have been assessed and it has been determined that there are no such opportunities that are material on a standalone basis.
Metrics and Targets
In addition to enterprise metrics, targets and key performance indicators, the Company has been reporting its carbon footprint at the Sky Group level since 2005/06.
Strategic and Directors' Report (continued)
Non-Financial and Sustainability Information (NFSI) Statement (continued)
Metrics
Information on the Sky Group's carbon footprint across Scope 1, Scope 2 and certain Scope 3 emissions, an appropriate intensity metric, and the total energy use of electricity, gas and transport fuel is not practical to determine at the Company level. The information is obtainable only at the Sky Group and the UK and Ireland levels, and there is no practical allocation method available (for example based on revenue or headcount) that would result in consistent and reliable information between companies in the Sky Group and over time. Accordingly, the table below presents the carbon footprint for the Sky Group, and the UK and Ireland, which are the only levels at which the information can be practically obtained.
| 2024 | 2023 | ||
| UK and | Sky Group | UK and | Sky Group |
Carbon Emissions (tCO2e) |
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Emissions from combustion of gas (Scope 1) | 3,511 | 3,511 | 3,244 | 3,244 |
Emissions from the consumption of fuel for the purposes of transport (Scope 1) | 14,752 | 16,875 | 17,469 | 19,992 |
Emissions from purchased electricity (Scope 2 – location-based) | 34,636 | 53,261 | 36,434 | 54,580 |
Emissions from business travel in employee-owned vehicles where the company is responsible for purchasing the fuel (Scope 3) | 1,606 | 1,709 | 254 | 438 |
Total SECR-related Carbon Emissions (tCO2e) | 54,505 | 75,356 | 57,401 | 78,254 |
Total SECR-related Energy consumption (kWh) | 256,387,236 | 324,346,169 | 266,903,404 | 336,620,365 |
During the year ended 31 December 2024 the UK&I intensity ratio of total SECR-related carbon emissions (tCO2e) per FTE was 2.2 (2023: 2.2).
Methodology
The Sky Group's GHG emissions are calculated using the location-based method, in compliance with Streamlined Energy and Carbon Reporting (SECR) requirements. The Sky Group's GHG emissions are calculated in carbon dioxide equivalent (CO2e) according to the Greenhouse Gas Protocol Corporate Standard and associated guidance. The Sky Group utilise the emission factors from the latest UK Government (DESNZ) Greenhouse Gas Conversion Factors for Company Reporting (2024), IEA Statistics Data Service: Emission Factors (2024 edition) and the EPA eGRID (2022 edition).
Targets
Sky was the first media company to go carbon neutral in Scope 1 and 2 emissions in 2006 (and remains certified as such in all subsequent periods). In 2020, the Sky Group set a science-based target, to halve Scope 1, 2 (market-based), and 3 emissions by 2030 from a 2018 baseline. From 2018 to 2023 the Sky Group's total Scope 1, 2 (market-based) and 3 emissions have decreased by 18%, driven by a decrease in Scope 3 emissions.
The Sky Group's focus for Scope 3 emission reductions is through engaging suppliers and designing products and services with energy efficiency and recyclability in mind. The Sky Group is shifting the product mix to include more efficient devices to help reduce emission impacts and incorporated product Life Cycle Assessment (LCA) data into emissions reporting to better reflect this.
Between 2023 and 2024, the total Scope 1 and 2 (market-based) emissions have decreased by 8%. The reduction in Scope 1 and 2 emissions is a result of decreased numbers of engineer vans and company cars. During the year, to further reduce Scope 1 and 2 emissions, the Sky Group expanded a programme of cooling optimisation in data centres alongside continuing to deliver a range of heating, ventilation, and air conditioning (HVAC) optimisations primarily focussed on building management initiatives for increasing energy efficiency. The Sky Group continues to be carbon neutral for Scope 1 and 2.
Strategic and Directors' Report (continued)
Strategic and Directors' Report (continued)
Non-Financial and Sustainability Information (NFSI) Statement (continued)
Impact and Resilience
The Directors reasonably believe that, having regard to the nature of the Company's business, and the manner in which it is carried on, the climate-related financial disclosures set forth in Section 414CB(2A)(e) and (f) of the Companies Act 2006 are not necessary for an understanding of the Company's business and have therefore been omitted. This information is not necessary because the Company's business model and strategy form part of a Comcast Group-wide business model and strategy that takes into account climate-related risks and opportunities. Various climate-related risks are components of several Comcast Group-wide risks identified as part of the Comcast Group-wide ERM process. These risks, including relevant climate-related risks, are managed by the operational owners of such risks so that mitigation is considered within the broader risk mitigation plan. At this time, neither the Comcast Group nor the Company has identified climate-related risks that are material independent of the material operational risks identified through the ERM process, therefore the Company has not performed a stand-alone qualitative or quantitative climate-related scenario analysis.
Approved by the Board and signed on its behalf by:
R G McNeil |
Director |
|
|
Grant Way |
Isleworth |
Middlesex |
United Kingdom |
TW7 5QD |
|
Directors' responsibilities statement
The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including FRS 101 "Reduced Disclosure Framework". Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.
In preparing the financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Auditor's Report
Independent auditor's report to the members of Sky CP Limited
Report on the audit of the financial statements
Opinion
In our opinion the financial statements of Sky CP Limited (the 'company'):
give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 101 "Reduced Disclosure Framework"
have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements which comprise:
the income statement;
the statement of comprehensive income;
the balance sheet;
the statement of changes in equity; and
the related notes 1 to 21.
The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 "Reduced Disclosure Framework" (United Kingdom Generally Accepted Accounting Practice).
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor's responsibilities for the audit of the financial statements section of our report.
We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the Financial Reporting Council's (the 'FRC's') Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Our evaluation of the directors' assessment of the company's ability to continue to adopt the going concern basis of accounting included:
obtaining an understanding of management's process for monitoring cash requirements for the Company and for Sky Group;
inspecting the letter of support obtained by management from Comcast Corporation, the ultimate parent, and evaluating the intent and ability to provide that support; and
considering contradictory evidence for the appropriateness of the basis of preparation.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Auditor's Report (continued)
Independent Auditor's report to the members of Sky CP Limited (continued)
The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements, or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
We considered the nature of the company's industry and its control environment, and reviewed the company's documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management, internal audit and the directors about their own identification and assessment of the risks of irregularities, including those that are specific to the company's business sector.
We obtained an understanding of the legal and regulatory frameworks that the company operates in, and identified the key laws and regulations that:
had a direct effect on the determination of material amounts and disclosures in the financial statements. These included UK Companies Act and tax legislation; and
do not have a direct effect on the financial statements but compliance with which may be fundamental to the company's ability to operate or to avoid a material penalty. These included Communications Act 2003, Employment Law, pension legislation, the Data Protection Act 2018, and the Bribery Act 2010.
We discussed among the audit engagement team including relevant internal specialists such as Tax and IT specialists, regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.
In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.
Auditor's Report (continued)
Independent Auditor's report to the members of Sky CP Limited (continued)
Extent to which the audit was considered capable of detecting irregularities, including fraud (continued)
In addition to the above, our procedures to respond to the risks identified included the following:
reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;
performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;
enquiring of management, internal audit and in-house legal counsel concerning actual and potential litigation and claims, and instances of non-compliance with laws and regulations; and
reading minutes of meetings of those charged with governance.
Report on other legal and regulatory requirements
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified any material misstatements in the strategic report or the directors' report.
Matters on which we are required to report by exception
Under the Companies Act 2006 we are required to report in respect of the following matters if, in our opinion:
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
We have nothing to report in respect of these matters.
Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
For and on behalf of |
Statutory Auditor |
|
Income Statement
For the year ended 31 December 2024
| Notes | 2024 | 2023 |
|
| £m | £m |
Revenue | 3 | | |
Operating expense | 4 | ( | ( |
|
| ──────── | ──────── |
Operating (loss)/profit |
| ( | |
|
| ──────── | ──────── |
Finance costs | 5 | ( | ( |
|
| ──────── | ──────── |
(Loss)/profit before tax | 6 | ( | |
|
| ──────── | ──────── |
Tax | 8 | | |
|
| ──────── | ──────── |
(Loss)/profit for the year attributable to equity shareholder |
| ( | |
|
| ════════ | ════════ |
The accompanying notes are an integral part of this Income Statement.
Statement of Comprehensive Income
For the year ended 31 December 2024
| Notes |
2024 |
|
|
| £m | £m |
(Loss)/profit for the year attributable to equity shareholder |
| ( | |
Other comprehensive income |
|
|
|
|
|
|
|
Amounts recognised directly in equity that may subsequently be recycled to the Income statement |
|
|
|
Gain/(loss) on cash flow hedges | 17 | | ( |
|
|
|
|
Amounts reclassified and reported in the income statement |
|
|
|
Gain on cash flow hedges | 17 | | |
|
|
|
|
|
| ──────── | ──────── |
Other comprehensive income/(expense) for the year (net of tax) |
| | ( |
|
| ──────── | ──────── |
Total comprehensive (expense)/income for the year attributable to equity shareholder |
| ( | |
|
| ════════ | ════════ |
The accompanying notes are an integral part of this Statement of Comprehensive Income.
Balance Sheet
As at
| Notes | 31 December 2024 | 31 December 2023 |
|
| £m | £m |
Non-current assets |
|
|
|
Intangible assets | 9 | | |
Property, plant and equipment | 10 | | |
Right-of-use assets | 11 | | |
Trade and other receivables | 14 | | |
Investments in subsidiaries | 12 | | |
Deferred tax assets | 13 | 48 | - |
Derivative financial assets | 16 | | |
|
| ──────── | ──────── |
|
| | |
|
| ──────── | ──────── |
Current assets |
|
|
|
Trade and other receivables | 14 | | |
Derivative financial assets | 16 | | |
|
| ──────── | ──────── |
|
| | |
|
| ──────── | ──────── |
Total assets |
| | |
|
| ──────── | ──────── |
Current liabilities |
|
|
|
Trade and other payables | 15 | | |
Lease liabilities |
| | |
Provisions |
| | |
Derivative financial liabilities | 16 | | |
Tax liabilities |
| 11 | - |
|
| ──────── | ──────── |
|
| | |
|
| ──────── | ──────── |
Non-current liabilities |
|
|
|
Trade and other payables | 15 | | |
Lease liabilities |
| | |
Provisions |
| | |
Deferred tax liabilities | 13 | | |
Derivative financial liabilities | 16 | | |
|
| ──────── | ──────── |
|
| | |
|
| ──────── | ──────── |
Total liabilities |
| | |
|
| ──────── | ──────── |
Share capital | 18 | | |
Share premium |
| 222 | - |
Reserves | 19 | | |
|
| ──────── | ──────── |
Total equity attributable to equity shareholder |
| | |
|
| ──────── | ──────── |
Total liabilities and shareholder equity |
| | |
|
| ════════ | ════════ |
Balance Sheet (continued)
As at 31 December 2024
The accompanying notes are an integral part of this Balance Sheet.
The financial statements of Sky CP Limited, registered number 09513259 were approved and authorised for issue by the
R G McNeil |
Director |
|
Statement of Changes in Equity
For the year ended 31 December 2024
| Notes | Share | Share Premium | Hedging reserve | Retained earnings | Total shareholder's equity |
|
| £m |
| £m | £m | £m |
At 1 January 2023 |
| | - | | | |
Profit for the year |
| | - | | | |
Losses on cash flow hedges |
| | - | ( | | ( |
|
| ──────── | ──────── | ──────── | ──────── | ──────── |
Total other comprehensive loss for the year |
| | - | ( | | ( |
|
| ──────── | ──────── | ──────── | ──────── | ──────── |
Total comprehensive income for the year |
| | - | ( | | |
|
| ──────── | ──────── | ──────── | ──────── | ──────── |
Cash flow hedge movements |
| - | ( | | ( | |
Tax on items taken directly to equity |
| - | | | | |
|
| ──────── | ──────── | ──────── | ──────── | ──────── |
At 31 December 2023 |
| | - | ( | | |
Loss for the year |
| | - | | ( | ( |
|
| ──────── | ──────── | ──────── | ──────── | ──────── |
Total comprehensive loss for the year |
| | - | | ( | ( |
|
| ──────── | ──────── | ──────── | ──────── | ──────── |
Cash flow hedge movements |
| | - | | | |
Shares issued during the year | 18 | - | 222 | (1) | - | 221 |
|
| ──────── | ──────── | ──────── | ──────── | ──────── |
At 31 December 2024 |
| | 222 | ( | | |
|
| ════════ | ════════ | ════════ | ════════ | ════════ |
The accompanying notes are an integral part of this Statement of Changes in Equity.
For a description of the nature and purpose of each equity reserve, see note 19.
Notes to the financial statements
1. | Company information |
Sky CP Limited ("the Company") is a private company limited by shares, incorporated in the United Kingdom, and registered in England and Wales. The address of the registered office is Grant Way, Isleworth, Middlesex, TW7 5QD, United Kingdom and registered number is 09513259.
2. | Material accounting policies |
a) | Statement of compliance |
The financial statements of the Company have been prepared in accordance with Financial Reporting Standard 101, 'Reduced Disclosure Framework' ("FRS 101"), in conformity with the requirements of the Companies Act 2006.
The Company meets the definition of a qualifying entity under FRS 100 'Application of Financial Reporting Requirements' issued by the Financial Reporting Council.
In preparing these financial statements, the Company applies the recognition, measurement and disclosure requirements of IFRS, but makes amendments where necessary in order to comply with the Companies Act 2006 and to take advantage of FRS 101 disclosure exemptions. These exemptions are listed in accounting policy 2(o).
These exemptions are listed in accounting policy 2(o).
b) | Basis of preparation |
The Company's business activities together with the factors likely to affect its future development and performance are set out in the Business Review. The Strategic Report details the financial position of the Company, as well as the Company's objectives and policies, and assessment of risk. The Company has classified assets and liabilities as current when they are expected to be realised in, or intended for sale or consumption in, the normal operating cycle of the Company.
The Company has taken advantage of the exemption from preparing consolidated accounts afforded by section 401 of the Companies Act 2006, because it is a wholly-owned subsidiary of Comcast Corporation ("Comcast") which prepares consolidated accounts which are publicly available (see note 21).
The entity has adopted the amendments to IAS 12 which clarify that the Standard applies to income taxes arising from tax law enacted or substantively enacted to implement the Pillar Two model rules published by the OECD, including tax law that implements qualified domestic minimum top-up taxes described in those rules. The amendments introduce a temporary exception to the accounting requirements for deferred taxes in IAS 12, so that an entity would neither recognise nor disclose information about deferred tax assets and liabilities related to Pillar Two income taxes. Following the amendments, the entity is required to disclose that it has applied the exception and to disclose separately its current tax expense or income related to Pillar Two income taxes.
In the current year, the Company has applied a number of amendments to IFRS Accounting Standards issued by the International Accounting Standards Board (IASB) that are mandatorily effective for the current year accounting period. Their adoption has not had any material impact on the disclosures or on the amounts reported in these financial statements.
Going concern
Given the integrated nature of the Group's financial planning and treasury functions, funding requirements has been assessed at the Group level. The Directors believe that the cash flow from operating activities generated by the businesses, together with the Company's existing cash, cash equivalents, investments and available borrowings under its existing credit facilities, including the £6 billion revolving credit facility with Comcast, will be sufficient for the Company to meet its current and long-term liquidity and capital requirements.
The Company is in a net current liability position. However, the Company has received confirmation that Comcast intends to support the Company for a period of at least 12 months from the date of signing of these financial statements.
As a result, after making enquiries, the Directors have formed a judgement at the time of approving the financial statements that the Company will have access to adequate resources to continue for at least 12 months from the date of signing of the financial statements. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.
Notes to the financial statements (continued)
2. | Material accounting policies (continued) |
c) | Intangible assets and property, plant and equipment ("PPE") |
Research expenditure is recognised in operating expense in the Income Statement as the expenditure is incurred. Development expenditure (relating to the application of research knowledge to plan or design new or substantially improved products for sale or use within the business) is recognised as an intangible asset from the point that the Company has the intention and ability to generate future economic benefits from the development expenditure, that the development is technically feasible and that the subsequent expenditure can be measured reliably. Any other development expenditure is recognised in operating expense as incurred.
Costs, including external direct costs and payroll costs, are capitalised directly based on the projects where the costs are directly attributable.
Principal useful economic lives used for this purpose are:
Internally generated intangible assets |
Software development (external) and software licences | |
Other intangible assets |
The costs of assets comprise the following, where applicable:
Purchase price, including import duty and non-refundable purchase taxes, after probable trade discounts and rebates
Directly attributable costs of bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management, including relevant delivery and logistics costs
Freehold buildings | |
Equipment, furniture and fixtures | |
Leasehold improvements |
Notes to the financial statements (continued)
2. | Material accounting policies (continued) |
c) | Intangible assets and property, plant and equipment ("PPE") (continued) |
The assessment of the useful economic lives of these assets requires judgement. Depreciation and amortisation is charged to the Income Statement based on the useful economic life selected, which requires an estimation of the period and profile over which the Company expects to consume the future economic benefits embodied in the assets. The Company reviews its useful economic lives on at least an annual basis.
Determining whether the carrying amount of these assets has any indication of impairment also requires judgement. If an indication of impairment is identified, further judgement is required to assess whether the carrying amount can be supported by, for example, the net present value of future cash flows forecast to be derived from the asset. This forecast involves cash flow projections and selecting the appropriate discount rate, where applicable.
Assessing whether assets meet the required criteria for capitalisation requires judgement. This requires a determination of whether the assets will result in future benefits to the Company. In particular, internally generated intangible assets must be assessed during the development phase to identify whether the Company has the ability and intention to complete the development successfully.
Determining the costs of assets to be capitalised requires judgement. Specifically, judgement and estimation is required in determining the amount of duties and non-refundable taxes, probable trade discounts and rebates, and directly attributable costs to bring the asset to the location and condition necessary for it to be capable of operating in the manner intended by management (including relevant delivery and logistics costs to the customer's premises) to be allocated to the asset.
During 2024, the methodology applied to the capitalisation of resource time was revised. As opposed to timesheets being directly capitalised, a process was implemented whereby capitalisation rates are applied to the relevant staff costs incurred for each Sky value stream. Capitalisation rates are determined based on the judgement of management based on experience and knowledge of the ongoing projects.
d) | Derivative financial instruments and hedging activities |
The Company uses derivative financial instruments to hedge its exposure to fluctuations in foreign exchange rates.
Derivatives are held at fair value from the date on which a derivative contract is entered into. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date under IFRS 13 "Fair Value Measurement". The Company calculates a separate credit valuation adjustment ('CVA') or debit valuation adjustment ('DVA') for each derivative based upon the net position for each counterparty relationship.
The Company calculates the CVA where it has a net asset position using a quoted credit default swap curve for the counterparty and calculates the DVA where it has a net liability position using an industry proxy credit default swap curve for the Company. The fair value of derivative financial instruments is calculated by discounting future cash flows with reference to the benchmark Alternative Reference Rate (ARR) curve, adjusted by the relevant credit default swap curve.
Certain other derivatives held by the Company do not meet the qualifying criteria for recognition for accounting purposes as hedges, despite this being their economic function. Changes in the fair values of these derivatives are recognised immediately in the income statement. The Company does not hold or issue derivatives for speculative purposes.
Notes to the financial statements (continued)
2. | Material accounting policies (continued) |
d) | Derivative financial instruments and hedging activities (continued) |
When a cash flow hedging instrument expires, is terminated or is exercised, or if a hedge no longer meets the qualifying criteria for hedge accounting, any cumulative gain or loss existing in the hedging reserve at that time remains in the hedging reserve and is recognised in the initial cost or other carrying amount of a non-financial asset or liability on the Balance Sheet provided that the underlying transaction is still expected to occur. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in the hedging reserve is immediately recognised in the Income Statement and all future changes in the fair value of the cash flow hedging instruments are immediately recognised in the Income Statement. When a cash flow hedging instrument expires, is terminated or is exercised, or if a hedge no longer meets the qualifying criteria for hedge accounting, any cumulative gain or loss existing in the hedging reserve at that time remains in the hedging reserve provided that the underlying transaction is still expected to occur. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in the hedging reserve is immediately recognised in the Income Statement and all future changes in the fair value of the cash flow hedging instruments are immediately recognised in the Income Statement.
e) | Financial assets and liabilities |
Directly attributable transaction costs are included in the initial measurement of financial assets and liabilities only with respect to those assets and liabilities that are not subsequently measured at fair value through profit and loss. At each balance sheet date, the Company assesses whether there is any objective evidence that any financial asset is impaired.
Financial assets and liabilities are recognised on the Company's Balance Sheet when the Company becomes a party to the contractual provisions of the financial asset or liability. Financial assets are derecognised from the Balance Sheet when the Company's contractual rights to the cash flows expire or the Company transfers substantially all the risks and rewards of the financial asset. Financial liabilities are derecognised from the Company's Balance Sheet when the obligation specified in the contract is discharged, cancelled or expires. Financial assets are determined to be current or non-current based on expected settlement, whilst financial liabilities are determined to be current or non-current based on their contractual settlement date.
Trade and other receivables are non-derivative financial assets with fixed or determinable payments and, where no stated interest rate is applicable, are measured at the original invoice amount, if the effect of discounting is immaterial. Where discounting is material, trade and other receivables are measured at amortised cost using the effective interest method.
An allowance account is maintained to reduce the carrying value of trade and other receivables for impairment losses recognised on an expected loss basis under IFRS 9, with movements in the allowance account, either from increased impairment losses or reversals of impairment losses, being recognised in the income statement.
f) | Investment in subsidiaries |
g) | Impairment |
At each balance sheet date, in accordance with IAS 36 "Impairment of Assets", the Company reviews the carrying amounts of all its assets, financial assets (see accounting policy e) and deferred taxation (see accounting policy l) to determine whether there is any indication that any of those assets have suffered an impairment loss.
An impairment is recognised in the Income statements whenever the carrying amount of an asset or its cash generating unit exceeds its recoverable amount. The recoverable amount is the greater of net selling price, defined as the fair value less costs to sell, and value-in-use. In assessing value-in-use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and risks specific to the asset.
Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash generating unit to which the asset belongs. Impairment losses recognised in respect of cash generating units are allocated first to reduce the carrying amount of any goodwill allocated to those units, and then to reduce the carrying amount of other assets in the unit on a pro-rata basis.
Notes to the financial statements (continued)
2. Material accounting policies (continued)
g) | Impairment (continued) |
Determining whether the carrying amount of these assets has any indication of impairment also requires judgement. If an indication of impairment is identified, further judgement is required to assess whether the carrying amount can be supported by, for example, the net present value of future cash flows forecast to be derived from the asset. This forecast involves cash flow projections and selecting the appropriate discount rate, where applicable.
h) | Provisions |
Provisions are recognised when the Company has a probable, present legal or constructive obligation to make a transfer of economic benefits as a result of past events where a reliable estimate is available. The amounts recognised represent the Company's best estimate of the transfer of benefits that will be required to settle the obligation as of the balance sheet date.
Provisions are discounted if the effect of the time value of money is material using a pre-tax market rate adjusted for risks specific to the liability.
i) | Revenue recognition |
Revenue, which excludes value added tax, represents the gross inflow of economic benefit from the Company's operating activities and is measured at the fair value of the consideration received or receivable.
The Company's main sources of revenue are recognised as follows:
Hardware and service revenue is recognised when the goods or service are delivered.
Intellectual Property sales revenue is recognised when control of the Intellectual Property rights has been transferred.
Intellectual Property license fee revenue is recognised, net of any discount given, when the relevant goods or service are provided.
j) | Employee benefits |
Wages, salaries and social security contributions
Wages, salaries, social security contributions, bonuses payable and non-monetary benefits for current employees are recognised in the Income Statement within operating expenses as the employees' services are rendered.
Where the Company provides pensions to eligible employees through defined contribution schemes, the amount charged to the Income Statement in the year represents the cost of contributions payable by the Company to the schemes in exchange for employee services rendered in that year. The assets of the schemes are held independently of the Company.
Termination benefits are recognised as a liability at the earlier of when the Company can no longer withdraw the offer of the termination benefit and when the Group recognises any related restructuring costs, such termination being before the normal retirement date or as the result of an offer to encourage voluntary redundancy.
The Company issues equity-settled share-based payments to certain employees, using shares of its ultimate parent undertaking, which are measured at fair value and recognised as an expense in the Income Statement with a corresponding increase in liabilities to the ultimate parent undertaking.
The fair values of these payments are measured at the dates of grant using option-pricing models, taking into account the terms and conditions upon which the awards are granted. The fair value is recognised over the period during which employees become unconditionally entitled to the awards, subject to the Company's estimate of the number of awards which will be forfeited, either due to employees leaving the Company prior to vesting or due to non-market based performance conditions not being met. Where an award has market-based performance conditions, the fair value of the award is adjusted for the probability of achieving these via the option pricing model. The total amount recognised in the Income Statement as an expense is adjusted to reflect the actual number of awards that vest, except where forfeiture is due to the failure to meet market-based performance measures. In the event of a cancellation, whether by the Company or by a participating employee, the compensation expense that would have been recognised over the remainder of the vesting period is recognised immediately in the income statement.
Deferred or contingent payments (often referred to as earn-out agreements), arising in business combinations, which are linked to the future employment of previous shareholders in the post-completion period, are recognised as employee benefits costs in operating expense, whereby the expected fair value of subsequent payments is accrued in accordance with IAS 19.
Notes to the financial statements (continued)
2. Material accounting policies (continued)
k) | Leases |
The Company has elected to not apply the general requirements to short-term leases (lease term of 12 months or less). These leases are recognised on a straight-line basis as an expense on the Income Statement over the term. The Company has also elected not to recognise non-lease components separately from lease components for those classes of assets in which non-lease components are not significant with respect to the total value of the arrangement.
Right-of-use (ROU) assets comprise the initial measurement of the corresponding lease liability, plus lease payments made at or before the commencement date, less any lease incentives received, any initial direct costs incurred.
ROU assets are subsequently measured using the cost model by charging depreciation to profit and loss over the term of the lease and adjusting for any remeasurement of the lease liability or impairment of the asset.
A provision is recognised if the Company incurs an obligation for costs to be incurred in dismantling and removing the underlying asset, restoring the site on which it is located or restoring the underlying asset to the condition required by the terms and conditions of the lease. If the costs incurred relate to a ROU asset, the costs are included in the related ROU asset.
Lease liabilities are initially measured at the present value of the lease payments that are not paid at commencement date, adjusting for any remeasurement of the lease liability if it can be readily determined, and discounted by using the rate implicit to the lease. If this rate cannot be readily determined, the lessee utilises the incremental borrowing rate of interest required to finance the expected payments during the lease term. Lease payments included in the initial measurement comprise fixed payments, less any incentives receivable; variable lease payments that depend on an index or rate; amounts expected to be paid under residual value guarantees; the exercise price of a purchase option if the Company is reasonably certain to exercise that option and payments for penalties for terminating the lease, if the lease term reflects the Company exercising an option to terminate the lease.
The Company determines the lease term as the non-cancellable term of the contract, together with any period covered by an extension (or termination) option whose exercise is at the option of the Company and is assessed to be reasonably certain that it will be exercised (or will not be exercised). The Company considers all accessible information by asset class in the industry and evaluates relevant factors that create an economic incentive to exercise an option.
Lease liabilities are subsequently measured by increasing the carrying amount to reflect interest on the lease liability and reducing the carrying amount to reflect the lease payments made. The Company also remeasures the carrying amount to reflect any reassessment or lease modifications. Interest on the liability will be charged as an expense on the Income Statement.
Lease terms used in the calculation of right-of-use assets and lease liabilities are estimated. The term is based on the non-cancellable period, including periods covered by options to extend the lease term or terminate, where exercise is assessed to be reasonably certain on an individual lease basis.
As the Company is part of a wider Sky/Comcast financing facility, the Company has concluded that discount rates provided by Comcast and derived from Comcast's borrowing cost by term, represents the Company's best estimate of its incremental borrowing rate in the context of the wider Group. The Company have also applied a single discount rate to a portfolio of leases with reasonably similar characteristics.
The Company has applied judgement in determining whether or not certain service arrangements are or contain a lease, taking into account IFRS 16 guidance, and the Group accounting policies of its ultimate parent, regarding whether there is an identified asset, and whether the asset is specified, in order to determine if there is a leased asset requiring recognition under IFRS 16.
Notes to the financial statements (continued)
2. | Material accounting policies (continued) |
l) | Tax, including deferred tax |
Deferred tax assets and liabilities are recognised using the balance sheet liability method, providing for temporary differences between the carrying amounts of assets and liabilities in the Balance Sheet and the corresponding tax bases used in the computation of taxable losses.
Taxable temporary differences arising from goodwill and, except in a business combination, the initial recognition of assets or liabilities that affect neither accounting profit nor taxable profit, are not provided for. Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, and interests in joint ventures, except where the Company is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates that have been enacted or substantively enacted at the balance sheet date.
The carrying amount of deferred tax assets is reviewed at each balance sheet date and adjusted to reflect an amount that is probable to be realised based on the weight of all available evidence. Deferred tax is calculated at the rates that are expected to apply in the year when the liability is settled or the asset is realised. Deferred tax assets and liabilities are not discounted. Deferred tax is charged or credited in the Income Statement except where it relates to items charged or credited directly to equity, in which case the deferred tax is also included within equity.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same tax authority and the Company intends to settle its current tax assets and liabilities on a net basis.
The Company's tax charge is the sum of the total current and deferred tax charges. The calculation of the Company's total tax charge necessarily involves a degree of estimation and judgement in respect of certain items whose tax treatment cannot be finally determined until resolution has been reached with the relevant tax authority or, as appropriate, through a formal legal process.
Provisions for tax contingencies require management to make judgements and estimates in relation to tax audit issues and exposures. Amounts accrued are based on management's interpretation of country-specific tax law and the likelihood of settlement. Tax benefits are not recognised unless it is probable that the tax positions will be sustained. Once considered to be probable, management reviews each material tax benefit to assess whether a provision should be taken against full recognition of the benefit on the basis of the likely resolution of the issue through negotiation and/or litigation. The amounts recognised in the financial statements in respect of each matter are derived from the Company's best estimation and judgement, as described above. However, the inherent uncertainty regarding the outcome of these items means the eventual resolution could differ from the provision and in such event the Company would be required to make an adjustment in a subsequent year which could have a material impact on the Company's profit and loss and/or cash position.
The key area of judgement in respect of deferred tax accounting is the assessment of the expected timing and manner of realisation or settlement of the carrying amounts of assets and liabilities held at the balance sheet date. In particular, assessment is required of whether it is probable that there will be suitable future taxable profits against which any deferred tax assets can be utilised.
The entity has adopted the amendments to IAS 12 which clarify that the Standard applies to income taxes arising from tax law enacted or substantively enacted to implement the Pillar Two model rules published by the OECD, including tax law that implements qualified domestic minimum top-up taxes described in those rules. The amendments introduce a temporary exception to the accounting requirements for deferred taxes in IAS 12, so that an entity would neither recognise nor disclose information about deferred tax assets and liabilities related to Pillar Two income taxes. Following the amendments, the entity is required to disclose that it has applied the exception and to disclose separately its current tax expense or income related to Pillar Two income taxes.
m) | Distributions to equity shareholders |
n) | Foreign currency translation |
Notes to the financial statements (continued)
2. | Material accounting policies (continued) |
o) | FRS 101 exemptions |
The following exemptions from the requirements of IFRS have been applied in the preparation of these financial statements, in accordance with FRS 101:
The requirements of IAS 1 'Presentation of financial statements' and IAS 7 'Statement of cash flows' to present a statement of cash flows and related notes;
The requirements of IAS 8 'Accounting policies, changes in accounting estimates and errors' to disclose information in relation to accounting standards which are issued but not yet effective;
The requirements of IAS 24 'Related party disclosures' relating to key management compensation; and
The requirements of IAS 24 'Related party disclosures' to disclose related party transactions between two or more wholly-owned members of a group.
Where relevant, equivalent disclosures have been given in the consolidated accounts of Comcast Corporation.
p) | Critical judgements and key sources of estimation uncertainty |
The application of the Company's accounting policies may require the use of estimation or judgement in a manner which may affect the Company's financial position or results.
There are not considered to be any critical accounting judgements or key sources of estimation uncertainty applied in the preparation of the financial statements.
Additional areas where estimation or judgement is applied have been discussed in the related accounting policies sections above.
3. | Revenue |
| 2024 | 2023 |
| £m | £m |
Hardware and service | 342 | |
Intellectual Property licence fee | 686 | 900 |
| ──────── | ──────── |
| | |
| ════════ | ════════ |
Revenue arises from goods and services provided to Australia, Germany, Italy and the UK. £31 million of revenue relates to income received from outside the UK.
4. | Operating expense |
| 2024 | 2023 |
| £m | £m |
Sales, general and administration | | |
Costs of hardware transferred to other Group companies | | |
| ──────── | ──────── |
| 1,056 | 1,247 |
| ════════ | ════════ |
Notes to the financial statements (continued)
5. | Finance costs |
| 2024 | 2023 |
| £m | £m |
Intercompany interest payable | | |
Vendor financing | | |
| ──────── | ──────── |
| | |
| ════════ | ════════ |
6. | (Loss)/profit before tax |
(Loss)/profit before tax is stated after charging: | 2024 | 2023 |
| £m | £m |
Depreciation of property, plant and equipment | | |
Amortisation of intangible assets | | |
Amortisation of right-of-use asset | | |
Loss on disposal of property, plant and equipment and intangible assets | | |
| ════════ | ════════ |
Foreign exchange
Foreign exchange losses in the Income Statement during the year amounted to £5 million (2023: gains of £
Audit fees
Amounts paid to the auditor for the audit of the Company's annual financial statements of £
Research and development
During the year the Company incurred less than £2 million (2023: less than £2 million) research and development costs which were expensed in the year.
7. | Employee benefits |
a) Company employee benefits | 2024 | 2023 |
| £m | £m |
Wages and salaries | | |
Social security costs | | |
Costs of employee share option schemes (i) | | |
Contributions to the Sky Pension Plan | | |
| ──────── | ──────── |
| | |
| ════════ | ════════ |
Notes to the financial statements (continued)
7. | Employee benefits (continued) |
The average monthly number of full-time equivalent persons (including temporary employees) employed by the company during the year was as follows:
| 2024 | 2023 |
| Number | Number |
Transmission and technology | | |
Channels and services | | |
Management and administration | | |
| ──────── | ──────── |
| | |
| ════════ | ════════ |
The Directors did not receive any remuneration during the year (2023: £nil) in respect of their services to the Company.
8. | Tax |
Tax recognised in the income statement
| 2024 | 2023 |
| £m | £m |
Current tax expense |
|
|
Adjustment in respect of prior year | | |
| ──────── | ──────── |
Total current tax expense | | |
| ──────── | ──────── |
Deferred tax credit |
|
|
Origination and reversal of temporary differences | ( | ( |
Adjustment in respect of prior year | ( | |
| ──────── | ──────── |
Total deferred tax credit | ( | ( |
| ──────── | ──────── |
Tax credit | ( | ( |
| ════════ | ════════ |
| 2024 | 2023 |
| £m | £m |
Deferred tax credit/(charge) relating to cash flow hedges | | ( |
| ──────── | ──────── |
| | ( |
| ════════ | ════════ |
Notes to the financial statements (continued)
8. | Tax (continued) |
The tax income for the year is lower than (2023: lower than) the expense that would have been charged using the rate of corporation tax in the UK of 25% (2023: 23.5%) applied to (loss)/profit before tax. The differences are explained below:
| 2024 | 2023 |
| £m | £m |
(Loss)/profit before tax | ( | |
(Loss)/profit before tax multiplied by rate of corporation tax in the UK | ( | |
|
|
|
Effects of: |
|
|
Patent Box Relief | ( | ( |
Research and Development expenditure credit | | |
Change in corporation tax rate | ( | ( |
Group relief surrendered for £nil consideration | | |
Adjustment in respect of prior year | ( | |
Other permanent differences | 1 | - |
| ──────── | ──────── |
Tax | ( | ( |
| ════════ | ════════ |
All tax relates to UK corporation tax. The entity has applied the temporary exception, introduced in May 2023, from the accounting requirements for deferred taxes in IAS 12, so that the entity neither recognises nor discloses information about deferred tax assets and liabilities related to Pillar Two income taxes. There is not expected to be any material impact of Pillar Two income taxes reporting legislation, which is applicable to the financial statements for the year ended 31 December 2024.
Notes to the financial statements (continued)
9. | Intangible assets |
| Internally generated Intangible assets | Software development (external) | Software licences | Other intangible assets | Internally generated intangible assets not yet available for use | Acquired intangible assets not yet available for use | Total |
| £m | £m | £m | £m | £m | £m | £m |
Cost |
|
|
|
|
|
|
|
At 31 December 2023 | | | | | | | |
Additions | | | | | | | |
Disposals | ( | ( | | | | | ( |
Transfers | ( | | | ( | ( | ( | |
| ─────── | ─────── | ─────── | ─────── | ─────── | ─────── | ─────── |
At 31 December 2024 | | | | | | | |
| ─────── | ─────── | ─────── | ─────── | ─────── | ─────── | ─────── |
Amortisation |
|
|
|
|
|
|
|
At 31 December 2023 | ( | ( | ( | ( | | | ( |
Amortisation | ( | ( | ( | | | | ( |
Disposals | | | | | | | |
| ─────── | ─────── | ─────── | ─────── | ─────── | ─────── | ─────── |
At 31 December 2024 | ( | ( | ( | ( | | | ( |
| ─────── | ─────── | ─────── | ─────── | ─────── | ─────── | ─────── |
Carrying amounts |
|
|
|
|
|
|
|
At 31 December 2023 | | | | | | | |
| ═══════ | ═══════ | ═══════ | ═══════ | ═══════ | ═══════ | ═══════ |
At 31 December 2024 | | | | | | | |
| ═══════ | ═══════ | ═══════ | ═══════ | ═══════ | ═══════ | ═══════ |
Notes to the financial statements (continued)
10. | Property, plant and equipment |
| Freehold land and buildings | Equipment, furniture and fixtures | Assets not yet available for use | Total |
| £m | £m | £m | £m |
Cost |
|
|
|
|
At 31 December 2023 | | | ( | |
Additions | | | | |
Disposals | | ( | | ( |
Transfers | | | ( | |
| ──────── | ──────── | ──────── | ──────── |
At 31 December 2024 | | | ( | |
| ──────── | ──────── | ──────── | ──────── |
Depreciation |
|
|
|
|
At 31 December 2023 | ( | ( | | ( |
Depreciation | | ( | | ( |
Disposals | | | | |
| ──────── | ──────── | ──────── | ──────── |
At 31 December 2024 | ( | ( | | ( |
| ──────── | ──────── | ──────── | ──────── |
Carrying amounts |
|
|
|
|
At 31 December 2023 | | | ( | |
| ════════ | ════════ | ════════ | ════════ |
At 31 December 2024 | | | ( | |
| ════════ | ════════ | ════════ | ════════ |
Notes to the financial statements (continued)
11. | Right-of-use assets |
| Property | Total |
| £m | £m |
Cost |
|
|
At 31 December 2023 | | |
Additions | | |
| ──────── | ──────── |
At 31 December 2024 | | |
| ──────── | ──────── |
Depreciation |
|
|
At 31 December 2023 | ( | ( |
Depreciation | ( | ( |
| ──────── | ──────── |
At 31 December 2024 | ( | ( |
| ──────── | ──────── |
Carrying amounts |
|
|
At 31 December 2023 | | |
| ════════ | ════════ |
At 31 December 2024 | | |
| ════════ | ════════ |
All operating
12. | Investment in subsidiaries |
Investment in a subsidiary of £
In October 2024, the Company received the entire share capital of Sky International Limited valued at £222 million, in exchange for the issue of 1 share to Sky UK Limited.
In October 2024, the Company acquired 1 additional share in Sky International Limited in exchange for its investments in Sky Manufacturing Services Ltd and Sky Supply Chain Services Poland sp. z o.o.
Details of all investments of the Company are as follows:
Name | Country of incorporation | Registered Office | Description and proportion of shares held (%) |
Sky International Limited | United Kingdom | Grant Way, Isleworth, Middlesex, TW7 5QD, United Kingdom | 2 |
Notes to the financial statements (continued)
13. | Deferred tax assets |
| Short-term temporary differences | Losses | Accelerated | Share-based payments temporary differences | Financial instruments temporary differences | Total |
| £m | £m | £m | £m | £m | £m |
At 31 December 2023 | 1 | 13 | ( | | | ( |
| ──────── | ──────── | ──────── | ──────── | ──────── | ──────── |
Charge to income | (1) | 56 | | ( | | 74 |
Credit to equity | - | - | | | ( | ( |
| ──────── | ──────── | ──────── | ──────── | ──────── | ──────── |
At 31 December 2024 | - | 69 | ( | | | 48 |
| ════════ | ════════ | ════════ | ════════ | ════════ | ════════ |
14. | Trade and other receivables |
| 2024 | 2023 |
| £m | £m |
Gross trade receivables | | |
| ──────── | ──────── |
Net trade receivables | | |
| ──────── | ──────── |
Amounts falling due within one year: |
|
|
Amounts receivable from other Group companies | | |
VAT | | |
Prepayments | | |
Accrued revenue | | |
Other | | |
| ──────── | ──────── |
Total current trade and other receivables | | |
| ──────── | ──────── |
Amounts falling due after more than one year: |
|
|
Amounts receivable from parent company | | |
Amounts receivable from other Group companies | | |
Other non current receivables | | |
| ──────── | ──────── |
Total non-current trade and other receivables | | |
| ──────── | ──────── |
Total trade and other receivables | 2,920 | 2,298 |
| ════════ | ════════ |
The Directors consider that the carrying amount of trade and other receivables approximates their fair value.
Notes to the financial statements (continued)
14. | Trade and other receivables (continued) |
The ageing of the Company's net trade receivables which are past due but not impaired is as follows:
| 2024 | 2023 |
| £m | £m |
Not past due date | | |
Up to 30 days past due date | | |
30 to 60 days past due date | | |
60 to 120 days past due | | |
Over 120 days past due | - | 7 |
| ──────── | ──────── |
| | |
| ════════ | ════════ |
Amounts receivable from the parent company
Amounts due from the parent company totalling £1,435 million (2023: £1,126 million) represent trade receivables; they are non-current, unsecured, non-interest bearing and are repayable on demand.
Amounts receivable from other Group companies
Amounts due from other Group companies totalling £143 million (2023: £149 million) represent current trade receivables; they are unsecured, non-interest bearing and are repayable on demand.
Amounts due from other Group companies totalling £1,259 million (2023: £899 million) represent non-current trade receivables; they are unsecured, non-interest bearing and are repayable on demand.
The Company is exposed to credit risk on its trade and other receivables; however, the Company does not have any significant concentrations of credit risk, with exposure spread over a large number of counterparties and customers.
Within the Company there is a concentration of risk within amounts receivable from Group companies. No allowances have been recorded against amounts receivable from Group companies as the expected credit loss in relation to these balances was assessed as being immaterial.
No expected loss has been recognised in relation to accrued income as the loss is considered to be immaterial.
Notes to the financial statements (continued)
15. | Trade and other payables |
| 2024 | 2023 |
| £m | £m |
Trade payables | | |
Amounts payable to ultimate parent Company | | |
Amounts payable to other Group companies | | |
Accruals | | |
Other payables | | |
| ──────── | ──────── |
Current trade and other payables | | |
| ──────── | ──────── |
Non-current other payables | | |
| ──────── | ──────── |
Total trade and other payables | | |
| ════════ | ════════ |
Amounts payable to ultimate parent Company
Amounts due to ultimate parent Company totalling £20 million (2023: £22 million) represent trade payables; they are unsecured, non-interest bearing and are repayable on demand.
Amounts payable to other Group companies
Amounts due to other Group companies totalling £238 million (2023: £159 million) represent trade payables; they are unsecured, non-interest bearing and are repayable on demand.
The Company owes Comcast Capital International Limited ("CCIL") £2,596 million (2023: £1,956 million). The Company is a pooling participant in the multi currency notional pool operated by CCIL and thus any overdrawn accounts are funded by CCIL. Receivable and payable balances with CCIL are offset into one balance with CCIL where appropriate, to reflect its nature as a multi-currency notional pool. CCIL is a company within the wider Comcast Group, as opposed to the Sky Group.
As at 31 December 2024, for pooling participants the followings rates apply:
Currency | Reference rate | Participant deposit | Participant funding |
Euros | 1 month EURIBOR | Reference rate plus 12 basis points (floor @0%) | Reference rate plus 80 basis points |
Pounds Sterling | 1 month SONIA | Reference rate plus 8 basis points (floor @0%) | Reference rate plus 10 basis points |
US Dollars | 1 month SOFR | Reference rate plus 12 basis points (floor @0%) | Reference rate plus 70 basis points |
Notes to the financial statements (continued)
16. | Derivatives and other financial instruments |
Set out below are the derivative financial instruments entered into by the Company to manage its foreign exchange risks.
| 2024 | 2023 | ||||||
| Asset | Liabilities | Asset | Liabilities | ||||
| Fair | Notional | Fair | Notional | Fair | Notional | Fair | Notional |
| £m | £m | £m | £m | £m | £m | £m | £m |
Cash flow hedges: |
|
|
|
|
|
|
|
|
Forward foreign exchange contracts | | | ( | | | | ( | |
Derivatives not in a formal hedge relationship: |
|
|
|
|
|
|
|
|
Forward foreign exchange contracts | | | ( | | | | ( | |
The maturity of the derivative financial instruments is as follows:
| 2024 | 2023 | ||
| Asset | Liability | Asset | Liability |
| £m | £m | £m | £m |
In one year or less | | ( | | ( |
Between one and two years | | | | ( |
| ──────── | ──────── | ──────── | ──────── |
Total | | ( | | ( |
| ════════ | ════════ | ════════ | ════════ |
The Company's portfolio of FX derivatives is diversified by maturity. Natural offsets between transactions within the portfolio and the designation of certain derivatives as hedges significantly reduce the risk of income statement volatility. All derivatives are transacted with Sky UK Limited.
The Sky Group Treasury function is responsible for liquidity management, and the management of foreign exchange and interest rate risks. The Sky Group is financed through a combination of equity and loan facilities from the Comcast Group. Treasury operations are conducted within a framework of policies and guidelines issued by Comcast Corporation. Derivative instruments are transacted for risk management purposes only. It is the Group's policy that all hedging is to cover known risks and that no speculative trading in financial instruments 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.
Hedge accounting classification and impact
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. There was £3,602,000 ineffectiveness recognised in the Income Statement during the current year (2023: £1,463,000).
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 31 December 2024, there were 4 instance(s) in which the hedge relationship was not highly effective (2023: three instance(s)).
Notes to the financial statements (continued)
16. | Derivatives and other financial instruments (continued) |
Financial Instruments
The Company's principal financial instruments comprise trade and other payables. The Company has various financial assets such trade and other receivables, cash and cash equivalents and derivative financial instruments.
The accounting classification of each class of the Company's financial assets and financial liabilities is as follows:
| Financial Assets at Amortised Cost | Financial Liabilities at Amortised Cost | Financial Assets at Fair Value through PL | Financial Liabilities at Fair Value through PL | Total | Total fair values |
| £m | £m | £m | £m | £m | £m |
At 31 December 2024 |
|
|
|
|
|
|
Derivative financial instruments | | | | ( | ( | ( |
Trade and other payables | - | (3,233) | - | - | (3,233) | (3,233) |
Trade and other receivables | 2,920 | - | - | - | 2,920 | 2,920 |
Cash and cash equivalents | | - | | - | | |
| ════════ | ════════ | ════════ | ════════ | ════════ | ════════ |
At 31 December 2023 |
|
|
|
|
|
|
Derivative financial instruments | | | | ( | ( | ( |
Trade and other payables | - | ( | - | | ( | ( |
Trade and other receivables | | - | | - | | |
| ════════ | ════════ | ════════ | ════════ | ════════ | ════════ |
The fair values of financial assets and financial liabilities are determined as follows:
Foreign currency forward contracts are measured using quoted forward exchange rates and yield curves derived from quoted interest rates matching maturities of the contracts.
The following table categorises the Company's 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 | Level 1 | Level 2 | Level 3 |
| £m | £m | £m | £m |
At 31 December 2024 |
|
|
|
|
Financial assets |
|
|
|
|
Forward foreign exchange | | | | |
Financial liabilities |
|
|
|
|
Forward foreign exchange | ( | | ( | |
| ════════ | ════════ | ════════ | ════════ |
At 31 December 2023 |
|
|
|
|
Financial assets |
|
|
|
|
Forward foreign exchange | 2 | - | 2 | - |
Financial liabilities |
|
|
|
|
Forward foreign exchange | ( | | ( | |
| ════════ | ════════ | ════════ | ════════ |
Notes to the financial statements (continued)
16. | Derivatives and other financial instruments (continued) |
Level 1 - Fair values measured using quoted prices (unadjusted) in active markets for identical assets or liabilities.
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.
The following table shows those financial asset and liabilities subject to offsetting, enforceable master netting arrangements and similar agreements.
|
|
|
| Related amounts not set off in the balance sheet | |
| Gross amounts of recognised financial liabilities | Gross amounts of financial assets offset in the balance sheet | Net amounts presented in Balance Sheet | Right of set off with derivative counterparties | Net amount |
| £m | £m | £m | £m | £m |
At 31 December 2024 |
|
|
|
|
|
Derivative financial assets | 1 | - | 1 | - | 1 |
Derivative financial liabilities | ( | | ( | | ( |
| ──────── | ──────── | ──────── | ──────── | ──────── |
Total | ( | | ( | | ( |
| ════════ | ════════ | ════════ | ════════ | ════════ |
At 31 December 2023 |
|
|
|
|
|
Derivative financial assets | | - | | | |
Derivative financial liabilities | ( | | ( | | ( |
| ──────── | ──────── | ──────── | ──────── | ──────── |
Total | ( | | ( | | ( |
| ════════ | ════════ | ════════ | ════════ | ════════ |
Financial assets and liabilities are offset and the amount reported in the balance sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously.
Derivative financial instruments that do not meet the criteria for offset could be settled net in certain circumstances under ISDA ('International Swaps and Derivatives Association') agreements where each party has the option to settle amounts on a net basis in the event of default from the other.
Notes to the financial statements (continued)
17. | Financial risk management objectives and policies |
The Group's Treasury function is responsible for raising finance for the Company's 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 by both of 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 Group's 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 Group's internal audit team.
The Group's principal market risks are exposures to changes in interest rates and foreign exchange rates, which arise both from the Group's 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.
Market risk
The following table sets out the maturity profile and foreign currency exchange rates of the hedging instruments used in the Company's hedging strategies:
| 0 - 6 Months | 6 - 12 Months | Beyond 12 Months |
Cash Flow Hedges |
|
|
|
Foreign Currency Risk |
|
|
|
Forward Currency Contracts (GBP:USD) fixed |
|
|
|
Notional Amount (£m) | 96 | 77 | 60 |
Average exchange rate | 1.23 | 1.25 | 1.27 |
| ════════ | ════════ | ════════ |
| Nominal amount of the hedging instrument | Carrying amount of the hedging instrument | Line item in the statement of financial position where the hedging instrument is located | Opening Balance 1 January 2024 | (Gain)/Loss deferred to OCI | Gain/(Loss) recycled to Finance Income/ (costs) | Gain/(Loss) reclassified to PPE | Closing Balance 31 December 2024 | Hedge ineffective-ness recognised in financing (income)/ costs | |
| Asset | Liability | ||||||||
| £m | £m | £m | £m | £m | £m | £m | £m | £m | £m |
Cash Flow Hedges |
|
|
|
|
|
|
|
|
|
|
Foreign Exchange Contracts | 177 | 1 | (2) | Derivative Financial Assets/ Liabilities | 17 | (4) | - | (5) | 4 | (4) |
Discontinued Hedges | 57 | - | (1) | Derivative Financial Assets/ Liabilities | (5) | 4 | - | - | (2) | (1) |
| ═════ | ═════ | ═════ | ═════ | ═════ | ═════ | ═════ | ═════ | ═════ | ═════ |
|
|
|
|
|
|
|
|
|
| |
Notes to the financial statements (continued)
17. | Financial risk management objectives and policies (continued) |
Market risk (continued)
The following table represents the changes in value of hedging instrument and hedged item for calculating hedge ineffectiveness as at 31 December 2024:
|
|
| |
| Hedging instrument | Change in value of hedging instrument for calculating hedge ineffectiveness | Change in value of hedged item for calculating hedge ineffectiveness |
|
| £m | £m |
Cash Flow Hedges |
|
|
|
Foreign Exchange Risk |
|
|
|
USD Payables | Forward Contracts | (8) | 4 |
|
| ════════ | ════════ |
Capital Risk Management
Liquidity risk
The Company's financial liabilities are shown in note 15.
The following table analyses the Company's financial liabilities 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. The amounts disclosed may not reconcile to the amounts disclosed on the balance sheet for borrowings, derivative financial instruments and trade and other payables.
|
| Less than 12 months | Between one and two years | Between two and five years | More than five years |
|
| £m | £m | £m | £m |
At 31 December 2024 |
|
|
|
| |
Non-derivative financial liabilities |
|
|
|
| |
Trade and other payables | 3,058 | 175 | - | - | |
Provisions | 4 | 1 | - | - | |
Gross settled derivatives |
|
|
|
| |
Asset | Outflow | 48 | 52 | 7 | - |
| Inflow | (48) | (53) | (7) | - |
Liability | Outflow | 143 | - | - | - |
| Inflow | (140) | - | - | - |
At 31 December 2023 |
|
|
|
| |
Non-derivative financial liabilities |
|
|
|
| |
Trade and other payables | 2,305 | - | - | - | |
Provisions | 18 | 1 | - | - | |
Gross settled derivatives |
|
|
|
| |
Asset | Outflow | 37 | - | - | - |
| Inflow | (39) | - | - | - |
Liability | Outflow | 298 | 181 | - | - |
| Inflow | (286) | (175) | - | - |
|
| ════════ | ════════ | ════════ | ════════ |
Notes to the financial statements (continued)
17. | Financial risk management objectives and policies (continued) |
Foreign exchange risk
The Company's revenues are substantially denominated in pounds sterling and US dollars, and a significant proportion of operating costs are denominated in US dollars. These costs relate mainly to the Company's set-top box and Sky Glass contracts with overseas suppliers.
During the year, the Company managed its currency exposure on US dollar denominated contracts by the purchase of forward exchange contracts for up to thirty months. All US dollar-denominated forward exchange contracts entered into by the Company were in respect of highly probable cash flows. At 31 December 2024, the Company had outstanding commitments to purchase, in aggregate, US $298 million at an average rate of US$1.24 to £1.00 (2023: US $629 million at an average rate of US$1.23 to £1.00). At 31 December 2024, the Company had outstanding commitments to sell, in aggregate, US$293 million at an average rate of US$1.30 to £1.00.
The following analysis details the Company's sensitivity to movements in pounds sterling against all currencies in which it has significant transactions. The sensitivity analysis includes only outstanding foreign currency denominated financial instruments and adjusts their remeasurement at the year-end for a 25% change in foreign currency rates.
A 25% strengthening in pounds sterling against the US dollar would have impact of reducing profit by £12 million (2023: £11 million). The same strengthening would have an adverse impact on other equity of £32 million (2023: £57 million).
A 25% weakening in pounds sterling against the US dollar would have the impact of increasing profit by £21 million (2023: £18 million). The same weakening would have a beneficial impact on other equity of £53 million (2023: £95 million).
A 25% strengthening in pounds sterling against the Euro would have the impact of increasing profit by £5 million (2023: £17 million).
A 25% weakening in pounds sterling against the Euro would have the impact of reducing profit by £8 million (2023: £29 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 Company's actual exposure to market rates is constantly changing as the Company's portfolio of debt, foreign currency and equity 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 Company. 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.
18. | Share capital |
| 2024 | 2023 |
| £m | £m |
Authorised, allotted, called-up and fully paid |
|
|
| | |
| ════════ | ════════ |
Share option and contingent share award schemes
The awards outstanding can be summarised as follows:
| 2024 Number of ordinary shares | 2023 Number |
| | |
| | |
| ──────── | ──────── |
| | |
| ════════ | ════════ |
Notes to the financial statements (continued)
18. | Share capital (continued) |
The movement in share awards outstanding is summarised in the following table:
| Sharesave Scheme |
| Total | |||
| Number of shares under option | Weighted average exercise price | Number of shares under option | Weighted average exercise price | Number of shares under option | Weighted average exercise price |
Outstanding at 1 January 2023 | | £ | | | | £ |
Granted during the year | | £ | | | | £ |
Vested during the year | (186,374) | £27.25 | (122,165) | - | (308,539) | £16.46 |
Forfeited during the year | (54,728) | £24.59 | (13,949) | - | ( | £19.59 |
| ─────── | ─────── | ─────── | ─────── | ─────── | ─────── |
Outstanding at 31 December 2023 | | £ | | | | £ |
| ═══════ | ═══════ | ═══════ | ═══════ | ═══════ | ═══════ |
Granted during the year | | £ | | | | £ |
Transferred during the year | 50,008 | £27.21 | - | - | 50,008 | £27.21 |
Vested during the year | (71,400) | £26.96 | (194,734) | - | (266,134) | £7.23 |
Forfeited during the year | ( | £ | ( | | ( | £ |
| ──────── | ──────── | ──────── | ──────── | ──────── | ──────── |
Outstanding at 31 December 2024 | | £ | | | | £ |
| ═══════ | ═══════ | ═══════ | ═══════ | ═══════ | ═══════ |
The weighted average market price of Comcast's shares at the date RSU awards vested during the year was £44.25 (2023: £47.47).
Notes to the financial statements (continued)
18. | Share capital (continued) |
The following table summarises information about share awards outstanding at 31 December 2024 and 31 December 2023:
| Sharesave Scheme | Senior Management | Total | |||
| 2024 | 2024 | 2024 | 2024 | 2024 | 2024 |
Range of Exercise Prices | Number | Years | Number | Years | Number | Years |
£0.00 - £1.00 | - | - | 232,163 | 1.55 | 232,163 | 1.55 |
£19.00 - £34.00 | 589,222 | 1.62 | - | - | 589,222 | 1.62 |
| ──────── | ──────── | ──────── | ──────── | ──────── | ──────── |
| 589,222 | | 232,163 | | 821,385 | |
| ════════ | ════════ | ════════ | ════════ | ════════ | ════════ |
| Sharesave Scheme | Senior Management Schemes | Total | |||
| 2023 | 2023 | 2023 | 2023 | 2023 | 2023 |
Range of Exercise Prices | Number | Years | Number | Years | Number | Years |
£0.00 - £1.00 | - | - | 310,823 | 2.17 | 310,823 | 2.17 |
£19.00 - £34.00 | 584,335 | 2.02 | - | - | 584,335 | 2.02 |
| ──────── | ──────── | ──────── | ──────── | ──────── | ──────── |
| 584,335 | | 310,823 | | 895,158 | |
| ════════ | ════════ | ════════ | ════════ | ════════ | ════════ |
Notes to the financial statements (continued)
18. | Share capital (continued) |
Share option and contingent share award schemes (continued)
The exercise prices of options outstanding at 31 December 2024 ranged from nil to £33.31 (2023: nil to £33.31).
At 31 December 2024 and 31 December 2023 none of the outstanding Sharesave awards were exercisable. On vesting, RSUs are automatically assigned to the employee.
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 £23.94 (2023: £21.70). This was calculated using the Black-Scholes share option pricing model.
Expected volatility was determined by calculating the historical volatility of the 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 management's best estimate, for the effects of exercise restrictions and behavioural considerations.
Weighted average fair value assumptions
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 £11.22 (2023: £12.61). This was calculated using the Black-Scholes share option pricing model.
The following weighted average assumptions were used in these option pricing models:
| 2024 | 2023 |
Share price | £33.53 | £36.22 |
Exercise price | £26.22 | £21.94 |
Expected volatility | 25.1% | 30.7% |
Expected life | 3.3 years | 3.3 years |
Expected dividend | 2.9% | 3.5% |
Risk-free interest rate | 4.1% | 4.1% |
| ════════ | ════════ |
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 £33.75 (2023: £25.86). 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:
| 2024 | 2023 |
Share price | £33.72 | £26.00 |
Exercise price | £0.00 | £0.00 |
Expected volatility | 0.0% | 0.0% |
Expected life | 3.0 years | 2.6 years |
Expected dividend | 0.1% | 0.1% |
Risk-free interest rate | 2.3% | 2.0% |
| ════════ | ════════ |
19. | Shareholders' equity |
| 2024 | 2023 |
| £m | £m |
Share capital | | |
Share premium | 222 | - |
Hedging reserve | ( | ( |
Retained earnings | | |
| ──────── | ──────── |
| 1,075 | 924 |
| ════════ | ════════ |
Notes to the financial statements (continued)
Notes to the financial statements (continued)
19. | Shareholders' equity (continued) |
Hedging Reserve
20. | Contracted commitments, contingencies and guarantees |
| Less than one year | Between one and five years | After five | Total at 31 December 2024 | Total at 31 December 2023 |
| £m | £m | £m | £m | £m |
Property, plant and equipment | 21 | - | - | 21 | - |
Intangible assets | 41 | 103 | 57 | 201 | 7 |
Other | 50 | 8 | - | 58 | 49 |
| ──────── | ──────── | ──────── | ──────── | ──────── |
| | | | | |
| ════════ | ════════ | ════════ | ════════ | ════════ |
Included in the commitments above are £201,140,368 for commitments to purchase intangible assets and £21,293,670 for commitments to purchase property, plant and equipment.
21. | Ultimate parent undertaking |
The Company is a wholly-owned subsidiary undertaking of
The Company is ultimately controlled by Comcast and operates together with Comcast's other subsidiaries, as a part of the Comcast Group. The only group in which the results of the Company are consolidated is that headed by Comcast.