### ITV plc Annual Report and Accounts for the year ended 31 December 2022
## Strategic
## EXECUTION
ITV plc Annual Report and Accounts for the year ended 31 December 2022
## We are More Than TV
## We entertain
## and connect
## with millions
## of people globally,
## reflecting
## and shaping
## culture with
## brilliant
## content and
## creativity.
## Key financial highlights Contents
1

| Group external revenue | Statutory EPS | Strategic Report | Further reading |
| --- | --- | --- | --- |
| £3,728m | 10.7p | 2022 |  |
| +8% (2021: £3,453m) | +14% (2021: 9.4p) | Highlights 2 |  |

ITV at a Glance 4
Adjusted EPS Dividend
Chairman’s Statement 6
## 13.2p 5.0p Chief Executive’s
Social Purpose
## ‑14% (2021: 15.3p) +52% (2021: 3.3p) Report 8 Impact Report
Read more about our
Investor Proposition 14
2 3 Social Purpose Impact
Group adjusted EBITA Net debt
Market Review 16
reporting here
Our Strategy 20
## £717m £623m www.itvplc.com/
Our Business Model 22
Key Performance socialpurpose/
## ‑12% (2021: £813m) (2021: £414m)
Indicators (KPIs) 24
3
Statutory operating profit Leverage
## Operating
## £519m 0.8x and Financial
## 0% (2021: £519m) (2021: 0.5x) Performance
## Review 28
Notes
Pay Gap Report
Social Purpose 44
Alternative Performance Measures Strategic Report Read more about our
Our People 54
(APMs) The Strategic Report explains in detail how PayGap reporting here
Alternative Performance
Weuse both statutory and adjusted we have performed this year and sets out,
Measures 57 www.itvplc.com/
amongst other things, afair review of the
measures in our Strategic Report.
business, a balanced and comprehensive investors/governance
## The latter, in management’s view, Finance
analysis of our performance, the use ofkey
reflects the underlying performance
performance indicators to explain the
## of the business and provides a more Review 60
progress wehave made, a description of
meaningful comparison of how the the principal risks and uncertainties facing
Our Commitment to
business is managed and measured theCompany, and an indication
Section 172(1) 66
day‑to‑day. A full reconciliation ofpotential future developments.
Non‑Financial
between our statutory and adjusted
The Strategic Report is prepared in line andSustainability
results is provided inour Alternative
with the relevant provisions of the InformationStatement 69
Performance Measures section Companies Act 2006 and the Company
Risks and Uncertainties 71
from page 57. Our KPIs (which are has had regard to the guidance issued
Task Force on Climate‑related
based on adjusted metrics) are set by the Financial Reporting Council. It is
intended toprovide shareholders and Financial Disclosures
out from page 24.
other stakeholders with abetter (TCFD) 85
understanding of the Company, of its
1. The Strategic Report also refers
position in the markets within which
to total revenue, which includes
itoperates, and of its prospects. In
### all ITV revenue, both internal and Governance
setting out the Company’s main risks and
external. Chairman’s Governance
uncertainties and throughout, thisreport

| 2. EBITA before exceptional items |  | and accounts contains statements that | Statement 96 |
| --- | --- | --- | --- |
|  | has been adjusted to reflect | are based on knowledge and information | Board of Directors 98 |
|  | the inclusion of production tax | available at the date of preparation of the | Management Board 100 |

Strategic Report, and what arebelieved to
credits (‘adjusted EBITA’). Corporate Governance 102
be reasonable judgements, and therefore
3. Net debt includes IFRS 16 lease Nominations
cannot be considered asindications of
liabilities. Leverage is net debt Committee Report 122
likelihood or certainty.
to adjusted EBITDA. Audit and Risk
A wide range of factors may cause the
Committee Report 125
actual outcomes and results to differ
Remuneration
materially from those contained within,
or implied by, the various forward‑looking Committee Report 137
statements in this Annual Report and Directors’ Report 158
Accounts. None of these statements
should be construed as aprofit forecast.
### Financial Statements
Financial Statements 163
Independent Auditor’s
Corporate website
Report 164
We maintain a corporate website at
Primary Statements 172
www.itvplc.com containing our
ITV plc Company Financial
financial results and a wide range
Statements 245
ofinformation of interest to all
Subsidiary undertakings
stakeholders, including institutional
andinvestments 255
and private investors.
### Additional Information
Glossary 259
ITV plc Annual Report and Accounts 2022 1
STRATEGIC REPORT 2022 HIGHLIGHTS
## 2022
## HIGHLIGHTS
## January
## Snowpiercer
Season 3 of Snowpiercer, a post‑apocalyptic
dystopian thriller, is released on TNT in the US
and Netflix outside the US and China. Production
of the fourth and final season completed at the
end of 2022
## Premiership Rugby
ITV announces a new partnership with
Premiership Rugby to show live Gallagher
Premiership Rugby matches and a weekly
highlights programme
## February April June
## The Concert for Ukraine Love Island
Broadcast on ITV, the televised concert raised The eighth series of the dating show was ITV’s
## Masked
more than £13.4million for the humanitarian most‑streamed title of 2022 with over 270million
appeal in Ukraine streams across the series. Love Island has now
## Singer
travelled to 26territories internationally
The final was watched
by 7.5million viewers

| witha peak audience |  | Soccer Aid |
| --- | --- | --- |
| of 8.8million viewers, | May | Soccer Aid for UNICEF 2022 broke previous |
| anda16‑34 audience |  | records, raising an incredible £15.7million to help |
| of over a million |  | children all over the world. The match had a peak |

## The BAFTAs
of 4.3million viewers
ITV secures more award wins than any other
channel or streamer at the BAFTAs, with a total
ofseven awards for some of ITV and TV’s biggest
and most popular shows – all produced by
ITVStudioslabels. These included The Chase,
## March
Ant and Dec’s Saturday Night Takeaway and
Coronation Street
## £80m Diversity
## Commissioning Fund
ITV announces its intention to reserve £80million
of its content commissioning budget over the
next three years to drive change towards racial
equity and disability equity
## carwow
ITV announces its investment in Europe’s biggest
new car marketplace, carwow, as part of its Media
for Equity programme
2 ITV plc Annual Report and Accounts 2022
STRATEGIC REPORT 2022 HIGHLIGHTS
## July
## Plimsoll Productions
ITV acquires Plimsoll Productions, the largest
independent producer of natural history
programmes in the world. The producer is behind
series including Tiny World and Giant World for
Apple+, Hostile Planet for Disney andNight on
Earth for Netflix

| August | November |
| --- | --- |
| Big Brother | Record viewing |
| ITV announce that Big Brother, the global | ITV1 records its highest weekly viewing share |
| television phenomenon, will make its much | in20years, with a 44% share of commercial |
| anticipated return to UK television on ITV2 | broadcast viewing across the last week of |
| andITVX in 2023 | November, with ITV1’s coverage of |

EnglandvUSAin the FIFA World Cup and the
finalof I’m A Celebrity...Get Me Out Of Here!

| October | December |
| --- | --- |
| Emmerdale turns 50 | ITVX |
| Emmerdale celebrates its 50th birthday. It is | ITVX, ITV’s new, free, ad‑funded streaming |
| theUK’s second largest Soap, after Coronation | platform, launches with new and exclusive |
| Street, delivering average audiencesof 4.6million | shows,such as Litvinenko; natural history series, |
| per episode | AYearon Planet Earth; and teen drama, |

TellMeEverything; all produced by ITV Studios

|  | My Mom, Your Dad | labels. Streams for ITVX launch week were up |
| --- | --- | --- |
|  | New reality dating format, My Mom, Your Dad, | 138% (compared to ITV streaming platforms at |
| September | iscommissioned in the UK, Australia and Sweden. | the same time in the prior year) |

Together with seven other existing territories,
## thisbrings the total number of commissions FIFA World Cup
## Hell’s Kitchen
ofthe format to ten in its first year The England v France FIFA World Cup match
Season 21 of Hell’s Kitchen USA, the reality
attracts a peak of 23million viewers, making it
cooking series, premieres on Fox. Hell’sKitchen
## Fresh Cuts themost watched programme of the year on
has travelled to 25 territories to date
ITV launches Fresh Cuts series for Black History anychannel and delivering ITV’s best Saturday
Month 2022, with five up‑and‑coming Black night on record
filmmakers creating films for the strand
ITV plc Annual Report and Accounts 2022 3
STRATEGIC REPORT ITV AT A GLANCE
## ITV at a Glance

| ITV is a vertically integrated | we distribute content across | I’m A Celebrity...Get Me Out of Here! |
| --- | --- | --- |
| producer broadcaster and | our ad‑funded linear channels | returned to the Australian jungle in 2022, |
| streamer, consisting of ITV | and ITVX, our new free | achieving the biggest audience for the final |
| Studios and Media & | ad‑supported streaming | since 2018, with over 12million viewers |
| Entertainment (M&E). ITV | platform. The integration of |  |
| Studios is a diversified global | these two businesses has many |  |
| production business which | advantages, including providing |  |
| creates, owns and distributes | a base of core commissions for |  |
| high‑quality scripted and | ITV Studios, being an attractive |  |
| unscripted content for | destination for talent and |  |
| broadcasters and platform | offering advertisers a unique |  |
| owners in the UK and | opportunity to integrate their |  |
| internationally. Through M&E, | brand into our shows. |  |

## ITV
## Studios

| One of the biggest | We have built significant scale | ITV Studios UK | ITV Studios |
| --- | --- | --- | --- |
|  | globally; we are one of the | ITV Studios UK is the largest |  |
| global creators, |  |  | International |
|  | biggest independent producers | producer in the UK. We have |  |
| producers and |  |  | ITV Studios also operates in the |
|  | of TV and streaming content in | 29 labels and create and |  |

Netherlands, Germany, France,
### distributors in
the world and have a production produce programming across a
Italy, Spain, Israel, theNordics
### theworld presence in six out of the top diverse range of genres, for ITV
and Australia, producing
ten largest TV content markets. channels and ITVX, and other
scripted and unscripted
### 60% of ITV Studios We create, produce, and UK public service broadcasters
content for local broadcasters

|  | distribute a broad range of | (PSBs), including the BBC, |  |
| --- | --- | --- | --- |
| total revenue and 84% |  |  | and streaming platforms. |
|  | programmes, including drama, | Channel 4, Channel 5, along with |  |
| of ITV Studios |  |  | Thisis either locally created |
|  | entertainment and factual. | global streaming platforms. |  |

content, or formats that have
### external revenue is
Ourcustomer base is diverse,
been created elsewhere by ITV,
### from outside the UK producing for international
### ITV Studios US primarily in the UK, the
television broadcasters and
ITV Studios US creates and Netherlands and in Israel.
global streaming platforms.
produces content for all the
## >60 labels
### major networks, cable channels Global formats
across 13 countries ITV Studios creates and
and streaming platforms
### and distribution
supplying over produces content across
across the US. Thebusiness
Global formats focus on the
1,000customers 13countries, while our global
has two divisions: ITVAmerica,
sale and exploitation of
formats and distribution
which develops and produces
unscripted formats
business sells, commercialises
unscripted content and has a
internationally and ITV is
## 285+ and distributes over
portfolio ofsuccessful formats
oneof the largest format
285unique formats and over
and returning series; and ITV
distributors worldwide.
## unique 90,000 hours of finished
Studios America, which
Italsogenerates revenue
programmes worldwide.
produces high‑end scripted
fromlicensing our brands
## formats
programming with the
forgames, live events and
across our format potential to travel and build
merchandise. The distribution
catalogues international appeal.
business focuses on the
international distribution of ITV
Studios scripted and unscripted
## 90,000+
content and third‑party
content to broadcasters and
## hours
platforms internationally.
of active content in
Within this business, we also
ourcatalogue
finance ITV and third‑parties
productions to acquire global
distribution rights.
4 ITV plc Annual Report and Accounts 2022
STRATEGIC REPORT ITV AT A GLANCE
*
### ITV total revenue ITV Group adjusted EBITA
ITV Studios M&E digital revenues ITV Studios M&E
## £2,096m £411m £259m £464m
**
(2021: £1,760m) (2021: £347m) (2021: £213m ) (2021: £598m)
M&E non‑digital M&E other revenues * A full reconciliation between our adjusted and
Litvinenko launched on ITVX in

| advertising revenues |  |  | statutory numbers is included in our APMs on |  |
| --- | --- | --- | --- | --- |
|  |  |  | page 57 | December2022. It is based on the true |
|  |  | ** This figure has been restated. Please see section |  | story ofthe poisoning of Russian spy, |
| £1,588m | £250m |  |  |  |
|  |  |  | 2.1 of the Financial Statements for further detail | AlexanderLitvinenko |
| (2021: £1,664m) | (2021: £271m) |  |  |  |

## Media &
## Entertainment
### Media & Entertainment (M&E) ITVX has launched and will Broadcast
## 1,139m is the home of ITV’s family of continue to launch at least one
Broadcast is the home of our

| total streaming hours | channels and platforms – the | new and exclusive show every | linear channels and continues |
| --- | --- | --- | --- |
| (2021: 1,048m) | largest family of free‑to‑air | week, including dramas such | to deliver ITV’s USP of mass |
|  | commercial channels in the UK, | asLove and Death, comedy | simultaneous reach and live |
|  | It is made up of two parts– | such as Changing Ends and | unmissable content. |
| 10.5m | Streaming and Broadcast. | documentaries such as |  |
| monthly active users (MAUs) |  | BorisBecker: Game Set and | ITV’s family of channels are |
| (2021:9.9m) | Streaming | Match. ITVX has one of the | advertiser‑funded and consist |
|  | ITVX, our new, free, ad‑funded | UK’slargest free film libraries | of ITV1, ITV2, ITV3, ITV4, ITVBe, |
|  | streaming platform launched | with over 250 titles and over | and CITV. ITV1 offers unique |
| 33.8% | in Q4 2022 and supercharges | 200 series available at launch, | audience scale and simultaneous |
|  | our streaming proposition. | as well as 20 FAST (free | reach to television advertisers, |

share of commercial viewing
ad‑supported TV) channels whilst our other channels offer
for the ITV Family
ITVX combines ITV Hub, ITV andITV’s six linear channels. more targeted demographics.
(2021: 33.1%)
Hub+ and BritBox UK into an These revenue streams enable
integrated free, ad‑funded As well as the free content our investment in high‑quality
platform, with a compelling available on ITVX, ITVX’s programming across a range
subscription‑funded, ad‑free premium subscription tier offers ofgenres, which underpins the
premium tier. It will significantly access to exclusive BritBox UK success of both Broadcast
strengthen our offering to content – the largest collection andStreaming.
viewers – making it a of British box sets – all ad‑free.
destination rather than a catch
up service and offers We also generate revenue
advertisers targeted audiences through in‑programme
at scale through Planet V. competitions and voting
Planet V, our scaled through ITV Win, our digital
programmatic addressable competitions platform.
advertising platform, is
theUK’ssecond‑largest In addition to BritBox UK, ITV
programmatic video has a subscription streaming
advertisingplatform, joint venture with the BBC,
afterGoogle. BritBox International. This is
available in the US, Canada,
Australia, South Africa, and the
Nordics. It provides local
audiences with an unrivalled
collection of British box sets and
original series all in one place.
ITV plc Annual Report and Accounts 2022 5
STRATEGIC REPORT CHAIRMAN’S STATEMENT
## Chairman’s Statement
### In my first few months as the Chair of ITV what has struck
### memost is our team’s passion and pride in what we do.
### Thisexists right across the organisation and the evidence
### can be seen in the excellence of our creative output and
### inthe shared commitment to make a difference to the
### livesof our viewers and the communities we serve.

| The expectations of business to be good | This is a privileged position and one the | Or, on the environmental agenda, the |
| --- | --- | --- |
| corporate citizens is growing all the time | Company is mindful not to overreach | Company was proud to announce its |
| and I have been very pleased to find in ITV | butwe can use the power of our | Climate Content Pledge which seeks to |
| a culture that truly believes in it and not | communication for good and we take | inspire viewers to take action to reduce |
| only wants to meet this expectation but | active steps to do so, when appropriate | their personal climate impact. This |
| to lead it. Our purpose is to entertain and | and when we see the opportunity. | initiative, along with our work to improve |
| inform and we are very good at this, |  | corporate governance and transparency |
| engaging millions of people with the | In 2022 for example, 47million positive | on climate action helped earn ITV a |
| highest quality content. But we also | actions to improve the UK’s physical | coveted ‘A’ rating in 2022 from the |
| recognise that we have an ability to | andmental health can be attributed | internationally renowned Climate |
| influence social attitudes and individual | toITV campaigns on these two key | Disclosure Project(CDP). |
| actions like few other commercial | societalissues. |  |

organisations can.
### Andrew Cosslett CBE
### Chair
6 ITV plc Annual Report and Accounts 2022
This demonstrable commitment to purpose, culture and values is led from the top. Much of the credit goes to my predecessor, Sir Peter Bazalgette who, after nine years on the Board, six of them as Chair, stepped down last September with the Company's sincere thanks for all that he had achieved. Thanks also go to our talented management team who really 'walk the talk' on social impact, under the excellent guidance of our Chief Executive, Carolyn McCall.

The Company reported a robust set of financial results for 2022 despite the significant challenges in the wider economy. Advertisers clearly still value the size and reach of the audience that ITV provides and, as a result, we were able to record the second highest level of total advertising revenue in our history. Our two main growth drivers, ITV Studios and our digital business within Media & Entertainment, saw their revenues grow by 18% and 18% respectively. Adjusted EBITA was down 12% on prior year which mainly reflects increased investment in content and in the launch of ITVX towards the end of the year. Free cash flow was £280 million (2021: £407 million). The Board acknowledges the importance of dividends to shareholders and has proposed a final dividend of 3.3p, giving a full year dividend of 5p per share (2021: 3.3p).

The industry environment in which ITV operates is changing rapidly and we expect new and emerging technologies to continue to make change an ever present reality of our competitive landscape. But ITV is well placed to take advantage of these changes. ITV employs a powerful operating model that creates value by integrating a high value, international Studios business with the UK's leading commercial broadcast platform. The synergies created by this model are considerable and in 2022 we took steps to strengthen the model further. Actions included the acquisition of two highly acclaimed production businesses and, in Q4, the launch of ITVX, a scaled, all new streaming service to replace ITV Hub offering both a free ad-funded tier and a subscription ad-free tier. The integration of the Studios

acquisitions has been smooth and the early performance of ITVX is highly encouraging. These strategic moves will bolster ITV's global reputation in production, build our already powerful distribution arm and, via ITVX, give advertisers more reason to direct UK media investment to ITV.

ITV is powered by its people. We are fortunate to be able to attract and retain the brightest and best in our sector. We have a strong and capable Board who I have the privilege to lead, a talented senior team and the entire enterprise seems to buy into our mission. This is a great platform on which to build this business

![img-0.jpeg](img-0.jpeg)

![img-1.jpeg](img-1.jpeg)

Britain Get Talking: 7 million people took action to support mental wellbeing as a result of 2022's Breakthrough campaign

Good Morning Britain is a weekly morning news programme, produced by ITV Studios. The show attracted five million viewers each week in 2022

Vera is produced by Silverprint Pictures, an ITV Studios label, and returned for its 12th series in 2023

ITV is powered by its people. We are fortunate to be able to attract and retain the brightest and best in our sector.

and I look forward to working alongside my new colleagues over the months and years ahead. For now I would simply like to thank them all for their warm welcome and for their massive contribution in a year the Company took on one of the biggest change agendas in its long history... and delivered.

Andrew Cosslett CBE
Chair of the Board

![img-2.jpeg](img-2.jpeg)

ITV plc Annual Report and Accounts 2022

9

![img-3.jpeg](img-3.jpeg)

ITV/LEIGH IMPORT, DORISAN STATEMENT
STRATEGIC REPORT CHIEF EXECUTIVE’S STATEMENT
## Chief Executive’s Statement
### 2022 was a year of strong execution and significant strategic
### progress. We delivered record revenues in ITV Studios, the
### second highest advertising revenue in ITV’s history, and grew
### Media & Entertainment’s digital revenues by 18%, with the
### significant increase in content, improved user experience
### and the successful launch of ITVX.
We continued to grow, strengthen and In the UK we continued to entertain and The market continues to evolve rapidly,
diversify ITV Studios including through inform the nation with a strong slate of with growing demand globally for quality
theacquisition of Plimsoll Productions, drama, entertainment and news content; changing viewing habits; and the
aleading natural history producer. In programming. And as a Public Service desire of advertisers for both mass reach
Media & Entertainment (M&E) the launch Broadcaster (PSB) we contribute to our and data‑led addressable advertising. We
of ITVX, our new free, ad‑funded culture and society, whether creating are confident in our ability to execute our
streaming service was received extremely shared moments, highlighting difficult More Than TV strategy which will ensure
well by viewers and advertisers. We issues or running campaigns for mental we capitalise on the opportunities and
alsocontinued to invest behind Planet V, and physical wellbeing. mitigate the risks of this evolving market.
ourowned and operated addressable
advertising platform, through which
over90% of our addressable advertising
inventory is now sold.
### Carolyn McCall
### Chief Executive
8 ITV plc Annual Report and Accounts 2022
STRATEGIC REPORT CHIEF EXECUTIVE’S STATEMENT
### Financial highlights
Both ITV Studios and M&E performed
better in 2022 than we expected at the The Thief, His Wife and The Canoe
start of the year. was one of the UK’s top five
most‑watched dramas in 2022
Total ITV Studios revenue grew ahead of
the market, up 19% at £2,096million, with
growth across all parts of the business and
is now above 2019 levels. Adjusted EBITA
was up 22% at £259million with a margin
of12.4%, up from 12.1% in 2021.
M&E’s total revenue was down 1% at
£2,249million, driven by 1% decline in total
advertising revenue as expected. This was

| still the second highest advertising revenue | ITVX launched successfully in |
| --- | --- |
| in ITV’s history and within this digital | Q4 2022, with a multichannel |
| advertising revenues were up 17%. Total | marketing campaign to mark |
| digital revenues were up 18% at | thelaunch |

£411million. M&E’s adjusted profit was
down 22% at £464 million which largely
reflects increased investment in content
and in ITVX.
Total group external revenues increased 8%
to £3,728million, driven by non‑advertising
revenues up 16% as we increasingly
rebalance the business. Group adjusted
EBITA was down 12% and adjusted EPS was
down 14% at 13.2p reflecting investment in
future growth partly offset by £23million
ofpermanent cost savings. We have now
delivered £106million of cost savings since
2018, ahead of our £100million target.
Statutory operating profit remained flat and
statutory EPS increased by 14% to10.7p.
We again delivered good cash generation
inthe year, with profit to cash conversion
of75% and generated £280 million of free
cash, slightly lower than in previous years

| as we invest in ITVX and grow ITV Studios. | Our strategic vision |  | For each of these priorities we have set key |
| --- | --- | --- | --- |
| Our balance sheet is robust with net debt | The Board keeps the More Than TV strategy |  | performance indicators and targets to |
| at31December2022 of £623million and | under regular review to ensure it is responsive |  | deliver by 2026 and with the good progress |
| our net debt to adjusted EBITDA was 0.8x | to market changes. The Management Board |  | we have made to date, we are on track and |
| (31December2021: 0.5x). | and I are totally focused on executing our |  | confident we can deliver against this. We |
|  | More Than TV strategy which will create |  | are viewer and customer driven and every |
| We are mindful of the macroeconomic | amore valuable digital media and |  | decision will combine our creativity and |
| uncertainty and |  | entertainment | data insight to achieve this. |
| remain focused on |  | company and deliver |  |
| tightly managing our |  | returns to | ITV has a unique market position as a |
| costs and cash flow. |  | shareholders. | globaland diversified vertically integrated |

## I am incredibly
Our priority remains to producer broadcaster and streamer with
invest in our key assets Our vision for 2026 is content central to everything we do. This
## grateful for the
and value drivers in to be a leader in UK gives us a real competitive advantage in
line with our strategic streaming, and an achieving our vision. It provides ITV Studios
## hardwork and
priorities, balancing expanding force in UK with a base of core commissions and a
this with our and global content. significant promotional engine for its
## commitment all
commitment to Weare focused on content, and enables cross‑promotion and
investment grade three priorities to monetisation of our intellectual property
## ourcolleagues
metrics over the deliver this vision: (IP) across all our business models. It
## medium term and show– it makes • Expand our UK and secures access to great content for ITV’s
returns to global production channels and streaming business; it
## shareholders. ITVthe creative, business enables us to offer advertisers a unique
• Supercharge our opportunity to integrate their brands into
## Reflecting the Board’s collaborative and Streaming business, our shows; and very importantly, it helps us
confidence in the and attract and retain creative talent, which is
## business and its commercial • Optimise our critical in a successful creative business.
strategy, as well as Broadcast business
## continued strong cash businessthat we are.
generation, it has
proposed a final ordinary dividend of 3.3p,
giving a full year ordinary dividend of 5.0p.
The Board remains committed to paying a
full year ordinary dividend of at least 5.0p,
which it expects to grow over time.
ITV plc Annual Report and Accounts 2022 9
STRATEGIC REPORT CHIEF EXECUTIVE’S STATEMENT CONTINUED
Our newest labels created through our
recent talent deals have delivered an

| Endeavour returned | impressive slate of programmes, including |
| --- | --- |
| toscreens in February | Nolly from Quay Street Productions and |
| 2023 for its ninth and | You & Me from Happy Prince. |

final season. It is
produced by
As a creator, owner and distributor of
Mammoth Screen, an
content, ITV can maximise the global value
ITV Studios label, and
of its IP through optimising the windowing
first aired in 2012. It
of content across different distribution
has since been sold to
channels and customers. It has built one of
over 200 countries
the largest and broadest catalogues in the
worldwide
world with over 90,000 hours of content.
Our scripted labels are creating and
producing high‑quality content with
international appeal for free‑to‑air
broadcasters and increasingly streaming
platforms, such as Physical for AppleTV+
which returns for a third series in 2023 and
Ten Year Old Tom for HBO Max. In 2022,
high‑end scripted hours increased by
58%to 276.
ITV is one of the largest producers and
distributors of unscripted formats which are
monetised in multiple markets internationally
by producing versions in different territories.
This includes established formats such as
The Voice (72territories) and Love Island
(26territories) and formats with the
potential to be future hits such as: My Mom,
Your Dad, which has already been
commissioned in ten territories and Loaded
in Paradise which has launched on ITVX.
In2022, we had 19 formats which were sold
in three or more territories, compared to
15in 2021.
Global streamers continue to drive the
demand for content internationally. We
have significantly increased our percentage

| Dancing On Ice is produced by | of total revenues from streaming platforms |
| --- | --- |
| Lifted Entertainment, an ITV | to 22%, from 13% in 2021. Following this |
| Studios label andreturned to | success we have increased our 2026 target |
| screens for its 15th series in | to 30%, from 25%. Whilst streamers’ |
| January2023 | content spend is not expected to grow at |

the same rate as in recent years, we still
expect total content spend in the global

| ITV Studios | To deliver this growth we are focused on | market to continue to grow in the medium |
| --- | --- | --- |
| ITV Studios is a leading global producer of | four growth drivers to ensure ITV Studios is | term by around 2 to 3%. |
| TV shows operating in 13 countries, across | well placed to take advantage of the |  |
| 60+ different labels. It is also diversified by | growing demand for quality content: | Media & Entertainment (M&E) |
| content genre and type of customer. | • growing our scripted business to meet | ITV is the largest commercial broadcaster |
|  | the significant demand for scripted | inthe UK with unrivalled audience size and |
| ITV Studios is the number one producer in the | content globally | reach. Its share of viewing amongst |
| UK and is one of the top three international | • growing our global formats business in | commercial broadcasters is 33.8%. In 2022, |
| producers in the majority of the markets in | order to maximise the value of existing | itdelivered over 90% of the top |
| which it operates, which gives it scale and | formats and creating new global formats | 1,000audiences (which are key to |
| has enabled it to build relationships with | • further diversifying our customer base to | increasingly scarce brand building mass |
| the key content buyers and leading creative | capture the growth in content spend from | reach) and its scale and quality enables it |
| talent in those markets. TV production | local and global streaming platforms | to effectively compete for viewing and |
| continues to be a growing market and ITV | • continuing to attract and retain leading | command a premium from advertisers. ITV |
| Studios, due to its size and diversity, has | talent | has an 18% share of video viewing amongst |
| grown consistently ahead of the market |  | broadcasters and streamers in the UK |
| and will continue to do so. Its scale and | ITV’s federated label model and the strong | (across the four major viewing screens – TV, |
| quality also gives it the opportunity to | connection with ITV M&E, (and therefore | mobile, PC and iPads) which is broadly the |
| derive industry‑leading margins. | access to ITV‘s mass reach and powerful | same as all the streaming services combined. |

promotional engine in the UK), makes it a

| From this strong position, we expect ITV | very attractive home for top creative talent |
| --- | --- |
| Studios to continue to grow ahead of the | and we are proud to be able to continue to |
| market over the medium term, delivering | attract the best talent in the market, |
| atleast 5% revenue growth on average per | including in 2022 welcoming Plimsoll |
| annum, at a margin of 13 to 15%, although | Productions, Lingo Pictures (an international |
| itwill be at the lower end of this range in | scripted producer) and Ben Stephenson, |
| theshorter term due to increased | who set up an international scripted label, |
| production costs and the growth in our | Poison Pen Studios, in ITV Studios. |

scripted production.
10 ITV plc Annual Report and Accounts 2022
STRATEGIC REPORT CHIEF EXECUTIVE’S STATEMENT CONTINUED

| ITV’s leading position in linear TV | Over the last four years, ITV has invested | Within this overall UK market, linear TV |
| --- | --- | --- |
| advertising has enabled the Group to build | indata and technology resource and built | advertising has been resilient, despite a |
| a substantial national streaming position | itsown proprietary ad tech stack, branded | gradual decline in audiences. In fact, ITV’s |
| with ITV Hub and BritBox UK, and now ITVX. | Planet V, which enables advertisers to buy | ad revenue reached an all time high in 2021, |
| ITVX, our ad‑funded, free to watch service | highly targeted advertising. As a result, ITV | and 2022 was the second highest |
| was successfully launched in Q4 2022 to a | and ITVX are well positioned to capitalise on | advertising revenue year ever despite the |
| positive reception from viewers and | their unique strengths to compete with | impact of the conflict in Ukraine and cost of |
| advertisers. ITVX has a significant volume | newer entrants, such as YouTube and global | living crisis. This reflects the unique role |
| of high‑quality original exclusive | subscription services: ITV has deep | mass reach plays in the advertising mix with |
| programming; one of the UK’s largest free | relationships with agencies and | its ability to build brands and drive |
| film libraries; 20 new FAST channels and all | advertisers; brand safe and measured | performance and we expect that the cost |
| ITV broadcast channels, with live sport and | advertising; a track record of | of advertising will rise as mass reach |
| entertainment. ITVX has a premium | commissioning and producing content | becomes increasingly scarce. While in the |
| subscription tier where consumers can | which appeals to UK audiences; and over | short term the advertising outlook is |
| watch all programmes plus BritBox UK (ITV | 95% prompted awareness for ITV amongst | challenging, we expect linear advertising |
| and BBC library content) ad free. In total | UK viewers. | revenues to remain resilient and continue |
| ITVX has 19,000 hours of content. In 2022, |  | to be highly cash generative. This underpins |
| ITV increased monthly active users by 6% | The advertising market has grown | our continued growth investment in ITVX |
| to 10.5million; total streaming hours by 9%; | consistently in the UK (delivering a CAGR | and Studios, which power ITV. |
| total monetisable streaming hours by 18% | of7% over the last ten years). This growth |  |
| and UK subscribers by 17% to 1.4million. | has been primarily driven by online. | ITVX has over 37million registered users, |

giving ITV, one of the largest first party data
sets in the UK. In a world of increasing
privacy legislation, this gives ITV a
competitive advantage and the opportunity
to further build a targeted advertising offer
enabling ITV to compete and take share in
the growing advertising segments of online
video and display.
Our ability to take share in these growing
segments of the market is underpinned by
Planet V. Planet V is ITV’s proprietary, self
service programmatic addressable
advertising platform for agencies to book
targeted advertising (adverts dynamically
inserted into the viewers stream based on
over 20,000 different data points). It is now
the second largest video ad‑tech platform
in the UK, (second only to Google) and used
by all major agencies. The platform allows
advertisers to capitalise on:
• sophisticated targeting based on many
dimensions – e.g. demographic,
household wealth and income,
purchasing history, geography, weather,
creative context and many more
• the lower creative cost of running a
campaign
• a lower total campaign cost and
• ease of booking
It is being used by existing advertisers to
combine mass reach with targeted

| Balthazar is a French crime | advertising and by new to ITV advertisers, |
| --- | --- |
| thriller produced by Tetra | using targeted only, all using our first party |
| Media Studios, an ITV Studios | data (and their own first party data), with |
| label. The fifth series launched | gold standard measurement. Between the |
| on TF1 in January2023 | launch of Planet V in 2020 and the end of |

2022, ITV’s targeted digital advertising
revenue grew by over 60% and attracted
over 600 new advertisers to ITV. In addition
to accessing new pools of revenue,
targeted advertising typically attracts
higher pricing points.
As a result of the investment in ITVX and
Planet V, our ability to deliver mass reach
and targeted advertising and our close
relationship with agencies and marketeers,
ITV is expected to thrive, innovate and grow
in a vibrant long‑term growing UK
Blackwater is a Scandinavian advertising market.
drama series produced by Apple
Tree Productions, an ITV Studios
label, for SVT
ITV plc Annual Report and Accounts 2022 11
STRATEGIC REPORT CHIEF EXECUTIVE’S STATEMENT CONTINUED

| Our Purpose and | Our audiences have had a lot to deal with | Our Diversity and Inclusion Acceleration |
| --- | --- | --- |
| SocialPurposepriorities | this year. The physical and mental health | Plan is focused on creating and showcasing |
| Our purpose is to entertain and connect | pressures caused by the pandemic are | content that reflects modern audiences |
| with millions of people globally, reflecting | ongoing and becoming exacerbated by the | and ensuring there is equality of |
| and shaping culture with brilliant content | mounting burden of the cost of living. This | opportunity and that ITV is an inclusive |
| and creativity. | has been front of mind for us when | place to work. We’ve championed diversity |
|  | developing campaigns and initiatives that | across our biggest shows and created new |
| Our Environmental, Social and Governance | can really make an impact, such as Britain | opportunities for underrepresented groups |
| agenda is an essential part of our purpose | Get Talking which encourages millions to | in our workforce, from senior leadership |
| and our ability to deliver our goals. | take action and ensure people get the help | programmes like Amplify, to Kickstart, a |
|  | they need. | six‑month placement scheme for those |
| ITV is committed to driving positive social |  | coming into the industry. |
| change and is uniquely placed to do this on | Climate Action remains a priority which |  |
| and off‑screen through our extensive | means ensuring we significantly reduce our | As part of our Giving Back priority, we are |
| reach, supported by rigorous targets and | emissions in line with our science‑based | very pleased to have been able to play a part |
| social purpose priorities – Better Health, | targets by 2030 and achieve Net Zero by | in helping those affected around the world |
| Diversity & Inclusion, Climate Action and | 2050 in how we make, broadcast and | by tragic humanitarian circumstances. |
| Giving Back. | stream our shows, but also using our reach | OurConcert for Ukraine and annual charity |
|  | to inform and inspire audiences to make | football match, Soccer Aid for UNICEF, |
|  | greener choices. | raised a combined total of over £29million |

thanks to the generosity of our viewers,
advertisers and our own colleagues.
ITV Pride is our company‑wide
LGBTQ+ (Lesbian, Gay, Bisexual,
Trans and more) colleague network
with over 300 members
The Martin Lewis Money Show
Live is a current affairs show,
produced by Multistory Media,
an ITV Studios label
12 ITV plc Annual Report and Accounts 2022
STRATEGIC REPORT CHIEF EXECUTIVE’S STATEMENT CONTINUED
### Regulation
The government published its media
WhitePaper in 2022 setting out its plans
totransition from public service
broadcasting (PSB) to public service
media(PSM). We remain fully engaged
withOfcomand government, particularly
on theneed for prominence, inclusion and
fairvalue for PSBs on all major platforms,
including online. The government intends
tointroduce a Media Bill as soon as
parliamentary time allows and we are
encouraged by the broad political
consensus for the Bill.
We continue to make the case for
Women’s Rugby World Cup aired on ITV and
evidence‑based regulation of advertising,
ITV4, with all games shown live on a UK
toensure that any economic impact is
free‑to‑air broadcaster for the first time
justified by compelling public health or
other benefits. We do not believe the
government made that case in relation
torestrictions on High Fat Sugar and Salt
(HFSS) food and drink advertising. In a
welcome move, the government used
secondary legislation to push back the
introduction of these restrictions until
1October 2025.
### Outlook
Despite the current macro and geopolitical
uncertainty we are making significant
progress at pace. The short‑term outlook is
challenging, with total advertising revenue
(TAR) expected to be down around 11% in Q1
but we remain very focused on successfully
executing the strategy and enter 2023 with
strong momentum. We are well on track to
deliver all our 2026 KPI targets and will
continue to invest to support the strategy
and the long term profitability of ITV and
A Royal Grand Design sees the reigning
creating shareholder value.
monarch lead the renovation of Dumfries
House over the space of a decade on ITV1
The combination of a scaled and expanding
global TV production business, aresilient
linear TV advertising business, arapidly

| Colleagues | Duty of Care | growing digital targeted TV advertising |
| --- | --- | --- |
| It is easy to say that colleagues are at the | Supporting the mental and physical health | business and a unique verticallyintegrated |
| heart of our success. I hope they all see, | and safety of colleagues and others who | producer broadcaster and streamer model |
| through our actions that this is the case. | work with ITV and those participating in our | means that ITV is growing and diversifying, |
| One of the best parts of my role is meeting | productions, is a key priority. I chair the | reducing its dependence on the linear |
| ITV colleagues from all areas, and across | Duty of Care Operating Board which meets | business. While linear will continue to have |
| the very strong regions of the UK and also in | regularly. With the help of external experts, | an important role in the advertising mix, by |
| our offices internationally. Their input and | it provides guidance around best practice | 2026 we expect around two thirds of ITV’s |
| feedback is invaluable, and we act on that | and evolves our approach to mental health | total revenues to come from our growth |
| frequently. I am incredibly grateful for the | and wellbeing. The Duty of Care team is in | drivers – ITV Studios and M&E digital |
| hard work and commitment all our | place to provide expertise to support the | revenues. This is expected to drive |
| colleagues show – it makes ITV the | business. A key priority in 2022 was to | increased profits, from an inflection point |
| creative, collaborative and commercial | ensure our Speaking Up policy provided the | in 2023, creating a more valuable business, |
| business that we are. We have achieved a | right channels and support for our | underpinned by astrong balance sheet, |
| huge amount in 2022 which would not be | colleagues, which remains a focus for 2023. | continued investment in organic and |
| possible without them. |  | inorganic growth and a regular and |
|  | ITV continues to monitor and respond to | growingdividend. |
| We are committed to investing in and | historical issues to further strengthen our |  |
| building a high performing, agile and diverse | Duty of Care policies. In the Netherlands, ITV |  |

### Carolyn McCall
workforce. We continue to invest in their has appointed a Dutch law firm to conduct
Chief Executive

| development through a range of online and | an external investigation into allegations of |
| --- | --- |
| in person workshops to build leadership | inappropriate behaviour surrounding The |
| capability and support personal skills | Voice of Holland prior to 2020. In the UK, ITV |
| development, wellbeing and resilience for | will be giving evidence and cooperating with |
| all employees. | the inquest into the death of Steve Dymond, |

who died in 2019 in the days following the
filming of The Jeremy Kyle Show.
ITV plc Annual Report and Accounts 2022 13
STRATEGIC REPORT INVESTOR PROPOSITION
## Investor Proposition

| 1. | 2. | 3. | 4. |
| --- | --- | --- | --- |
| Unique market position | Clear strategy providing a | Strong 2022 operating | Financial strength and |
|  | solid platform for execution | performance with strategic | cash generation |

### and operational momentum
ITV is a leading global and diversified ITV’s 2026 vision is to be a leader in UK ITV’s model delivered strong revenues ITV retains a stable investment grade
Ant and Dec’s Saturday Night Takeaway
vertically integrated producer streaming and an expanding global force in2022. balance sheet supported by strong and
returnsfor its 19th series in 2023
broadcaster and streamer which gives in content through: • ITV Studios continued to outperform reliable cash generation to enable ITV
usa real competitive advantage. the market, growing total revenues at to invest behind its key priorities.
### Expand Studios globally
19% and its revenues are now 15%
There are several key pillars to ITV’s ITV maintains tight financial discipline
above2019 levels. It has increased its

| strongmarket position and its ability |  |  | with a focus on efficiencies. We have |
| --- | --- | --- | --- |
|  | Supercharge Streaming | high‑end scripted hours by 58%; |  |
| tosuccessfully execute its strategy: |  |  | achieved £106 million of cumulative |

increased the number of formats sold
cost savings in 2022 compared to 2018
1. ITV Studios is a scaled, TV and streaming inthree or more countries from 15 to 19;
with an incremental £50 million of
### content production business, diversified Optimise Broadcast and significantly increased the
permanent savings targeted by 2026.
by genre, by customer and geography percentage of revenues sold to
within the growing global content market streamers to 22%, from 13% in 2021 The Board is committed to an ordinary
This will create a resilient, diversified and
– UK’s largest commercial producer • M&E has delivered its second highest dividend of at least 5.0p per annum,
growing media and entertainment business.
and one of the world’s largest advertising revenues in its history, which will grow over time. Surplus cash
This will continue to reduce our dependence
independent producers enabling it reflecting the unique role mass delivers, will be used for accretive, value‑adding
on linear advertising, with revenue from our
tobuild relationships with key content and continues to report strong M&E digital M&A or further capital returns.
growth drivers, ITV Studios and M&E digital
buyers and leading creative talent revenue growth, up 18%. Streaming
revenues, expected to make up about two
– Global distribution network with hours were up 9%, monetisable
thirds of total revenues by 2026, up from
alibrary of +90,000 hours of streaming hours were up 18%, and
around 50% in 2018.
contentrights and we are one of monthly active users were up 6%,
thelargest global distributors 1. Studios revenue is expected to grow
driven by significant increase in content
ofunscripted formats ahead of the market and by at least 5%
available; improved user interface; and
– This enables ITV Studios to grow on average per annum by 2026. The
the successful launch of ITVX
ahead of the market and deliver EBITA margin will be between 13% to
We have also been further building our
industry leading margins 15% from 2023, although at the lower
data‑driven and ad tech capabilities:
end of the range in the shorter term
2. ITV M&E, with quality content at its core, • 90% of all ITV’s digital ad inventory is
offers a strong viewer proposition across 2. Successful launch of ITVX – our new,
now sold through Planet V, which has
live and streaming, and an integrated free, ad‑funded streaming service. It
20,000 data targeting options and
advertising proposition offering both supercharges our streaming business
three way data matching for targeted
mass reach audiences and targeted providing viewers with a content‑rich
advertising, making inventory more
addressable audiences at scale. As a destination rather than a catch up
valuable for advertisers
vertically integrated business it also service and provides advertisers with
• Planet V 2.0 which provides users with
offers advertisers the unique opportunity valuable addressable audiences at scale.
anew look, better functionality and
to integrate their brands into our shows In addition it has a premium, ad‑free tier.
moreparameters to help build effective
– ITV is the largest commercial ITVX will drive significant digital viewing
campaigns is now being trialled

| broadcaster in the UK, with unrivalled | and revenue growth and with our |
| --- | --- |
| audience size and reach. In 2022 it | established data and analytics |
| delivered 93% of the top 1,000 | capabilities will drive higher‑value |
| commercial broadcast programmes | data‑driven pricing models and help to |
| on TV and had a 33.8% share of | deliver at least £750 million of digital |
| commercial viewing | revenue by 2026 and double streaming |
| – ITVX, our new, free, ad‑funded | viewing, double MAUs and double |
| streaming service with 19,000 hours | subscribers from 2021 to 2026 |

of content including high‑quality
3. We expect linear advertising revenues
original exclusive programming
to remain resilient and continue to be

| 3. ITV has significant competitive |  | highly cash generative and underpin our |
| --- | --- | --- |
|  | advantages in the large and growing | continued growth investment in ITVX |
|  | digital advertising market supported | and ITV Studios. ITV will continue to |
|  | byour data and tech capabilities | optimise its model between broadcast |
|  | – One of the top data sets in the UK | and streaming, maintaining its share of |
|  | with 37 million registered user | commercial broadcast viewing and its |
|  | accounts on ITVX | unique ability to deliver mass audiences |
|  | – Planet V, our proprietary, self‑service, | whilst growing digital streaming revenues |

programmatic video advertising platform
which enables us to dynamically serve
advertising at scale. It is the second
largest ad‑tech platform in the UK, after
Google, used by all the major agencies
– Deep relationships with agencies
andadvertisers; brand safe measured
environment; track record for
commissioning and producing content
that appeals to UK audiences and over
95% prompted awareness for ITV
amongst UK viewers
4. Fast growing international streaming
service, BritBox International
14 ITV plc Annual Report and Accounts 2022
STRATEGIC REPORT INVESTOR PROPOSITION

| 1. | 2. | 3. | 4. |
| --- | --- | --- | --- |
| Unique market position | Clear strategy providing a | Strong 2022 operating | Financial strength and |
|  | solid platform for execution | performance with strategic | cash generation |

### and operational momentum

| ITV is a leading global and diversified | ITV’s 2026 vision is to be a leader in UK | ITV’s model delivered strong revenues | ITV retains a stable investment grade |
| --- | --- | --- | --- |
| vertically integrated producer | streaming and an expanding global force | in2022. | balance sheet supported by strong and |
| broadcaster and streamer which gives | in content through: | • ITV Studios continued to outperform | reliable cash generation to enable ITV |
| usa real competitive advantage. |  | the market, growing total revenues at | to invest behind its key priorities. |

### Expand Studios globally
19% and its revenues are now 15%
There are several key pillars to ITV’s ITV maintains tight financial discipline
above2019 levels. It has increased its

| strongmarket position and its ability |  |  | with a focus on efficiencies. We have |
| --- | --- | --- | --- |
|  | Supercharge Streaming | high‑end scripted hours by 58%; |  |
| tosuccessfully execute its strategy: |  |  | achieved £106 million of cumulative |

increased the number of formats sold
cost savings in 2022 compared to 2018
1. ITV Studios is a scaled, TV and streaming inthree or more countries from 15 to 19;
with an incremental £50 million of
### content production business, diversified Optimise Broadcast and significantly increased the
permanent savings targeted by 2026.
by genre, by customer and geography percentage of revenues sold to
within the growing global content market streamers to 22%, from 13% in 2021 The Board is committed to an ordinary
This will create a resilient, diversified and
– UK’s largest commercial producer • M&E has delivered its second highest dividend of at least 5.0p per annum,
growing media and entertainment business.
and one of the world’s largest advertising revenues in its history, which will grow over time. Surplus cash
This will continue to reduce our dependence
independent producers enabling it reflecting the unique role mass delivers, will be used for accretive, value‑adding
on linear advertising, with revenue from our
tobuild relationships with key content and continues to report strong M&E digital M&A or further capital returns.
growth drivers, ITV Studios and M&E digital
buyers and leading creative talent revenue growth, up 18%. Streaming
revenues, expected to make up about two
– Global distribution network with hours were up 9%, monetisable
thirds of total revenues by 2026, up from
alibrary of +90,000 hours of streaming hours were up 18%, and
around 50% in 2018.
contentrights and we are one of monthly active users were up 6%,
thelargest global distributors 1. Studios revenue is expected to grow
driven by significant increase in content
ofunscripted formats ahead of the market and by at least 5%
available; improved user interface; and
– This enables ITV Studios to grow on average per annum by 2026. The
the successful launch of ITVX
ahead of the market and deliver EBITA margin will be between 13% to
We have also been further building our
industry leading margins 15% from 2023, although at the lower
data‑driven and ad tech capabilities:
end of the range in the shorter term
2. ITV M&E, with quality content at its core, • 90% of all ITV’s digital ad inventory is
offers a strong viewer proposition across 2. Successful launch of ITVX – our new,
now sold through Planet V, which has
live and streaming, and an integrated free, ad‑funded streaming service. It
20,000 data targeting options and
advertising proposition offering both supercharges our streaming business
three way data matching for targeted
mass reach audiences and targeted providing viewers with a content‑rich
advertising, making inventory more
addressable audiences at scale. As a destination rather than a catch up
valuable for advertisers
vertically integrated business it also service and provides advertisers with
• Planet V 2.0 which provides users with
offers advertisers the unique opportunity valuable addressable audiences at scale.
anew look, better functionality and
to integrate their brands into our shows In addition it has a premium, ad‑free tier.
moreparameters to help build effective
– ITV is the largest commercial ITVX will drive significant digital viewing
campaigns is now being trialled

| broadcaster in the UK, with unrivalled | and revenue growth and with our |  |
| --- | --- | --- |
| audience size and reach. In 2022 it | established data and analytics |  |
| delivered 93% of the top 1,000 | capabilities will drive higher‑value |  |
| commercial broadcast programmes | data‑driven pricing models and help to |  |
| on TV and had a 33.8% share of | deliver at least £750 million of digital |  |
| commercial viewing | revenue by 2026 and double streaming |  |
| – ITVX, our new, free, ad‑funded | viewing, double MAUs and double |  |
| streaming service with 19,000 hours | subscribers from 2021 to 2026 |  |
| of content including high‑quality |  | Hell’s Kitchen USA, the reality cooking |

3. We expect linear advertising revenues
original exclusive programming showhosted by Gordon Ramsay, returned
to remain resilient and continue to be
toscreens in September 2022 on FOX

| 3. ITV has significant competitive |  | highly cash generative and underpin our |
| --- | --- | --- |
|  | advantages in the large and growing | continued growth investment in ITVX |
|  | digital advertising market supported | and ITV Studios. ITV will continue to |
|  | byour data and tech capabilities | optimise its model between broadcast |
|  | – One of the top data sets in the UK | and streaming, maintaining its share of |
|  | with 37 million registered user | commercial broadcast viewing and its |
|  | accounts on ITVX | unique ability to deliver mass audiences |
|  | – Planet V, our proprietary, self‑service, | whilst growing digital streaming revenues |

programmatic video advertising platform
which enables us to dynamically serve
advertising at scale. It is the second
largest ad‑tech platform in the UK, after
Google, used by all the major agencies
– Deep relationships with agencies
andadvertisers; brand safe measured
environment; track record for
commissioning and producing content
that appeals to UK audiences and over
95% prompted awareness for ITV
amongst UK viewers
4. Fast growing international streaming
service, BritBox International
ITV plc Annual Report and Accounts 2022 15
STRATEGIC REPORT MARKET REVIEW
## Market Review
### The markets in which we operate are dynamic, increasingly
### competitive and rapidly changing. We are seeing increasing
### demand for content globally driven by the proliferation of both
### ad‑funded and subscription platforms. This combined with
### changes in the way viewers consume media, brings both
### challenges and exciting opportunities to ITV.
16 ITV plc Annual Report and Accounts 2022
The Serpent is a crime drama, based on
STRATEGIC REPORT MARKET REVIEW
### Strong global demand for content
atrue story. It is produced by Mammoth
Screen, an ITV Studios label, for the BBC
and Netflix internationally

| Trend | How we are responding |
| --- | --- |
| The demand for quality content from | ITV Studios is a leading global creator, |
| broadcasters and platform owners remains | producer and distributor of content, |
| strong and we expect the global content | operating in 13 countries with over 60labels. |
| market to continue to grow over the next five | It is diversified by content genre, customer |
| years, driven predominantly by streaming | and geography. ITV is one of the top three |
| platforms. While the budgets of many | international producer groups in most of |
| free‑to‑air broadcasters (FTA) and Pay TV | the markets we operate in (based on |
| operators are under pressure, they are | internal estimates) which gives ITV scale |
| continuing to invest in their schedules, and | and has enabled us to build relationships |
| despite the growth of streaming platforms, | with the major content buyers globally. |

FTA and Pay TV are expected to remain the

|  | largest buyer segment in the market. Whilst | ITV Studios strategy is focused on growing |
| --- | --- | --- |
|  | content spend growth from streaming | scale in scripted content in English and local |
|  | platforms is expected to slow compared to | languages to meet demand, as well as to |
|  | recent years, it will still continue to grow | diversify our customer base, particularly |
|  | and is expected to make up 33% of the | towards streaming platforms. Over the last |
|  | overall market by 2026 (Source: Ampere | few years, we have invested in creative |
|  | Analysis, Sept 2022). This includes spend | development and strengthening our creative |
|  | on all types of content including films and | talent base across ITV Studios to help drive |
|  | sports rights. With a focus on growing | scripted commissions and relationships |
|  | subscribers against a challenging backdrop, | with global streaming platforms. |
|  | streamers continue to demand exclusive, | Unscripted content remains important and |
|  | brand‑defining original content, including | we have built a healthy pipeline of returning |
|  | local language and library content, to meet | formats which continue to grow as well as |
|  | the increased expectations of new and | focusing on thedevelopment of new global |
|  | existing subscribers. | unscripted formats. |
|  | The demand for high‑quality scripted | Creating and owning the IP for our content |
|  | content, in particular, has increased | iskey to ITV Studios. It allows us to |
|  | significantly, with the global streaming | maximise its global value through |
| Summertime is produced by Cattleya | platforms investing heavily to attract | optimising the windowing of content across |
| inItaly,an ITV Studios label, for Netflix | subscribers, using it as a tool for | different distribution channels and |
|  | differentiation and prominence in an | customers, format sales, and licensing. |
|  | increasingly competitive global | This contributes to our higher overall ITV |
|  | environment. This has increased | Studios margin relative to our industry |
|  | competition and costs in the market, | peers. We have built one of the industry’s |

The Ipcress File is a cold war spy
particularly for on and off‑screen talent largest, broadest and deepest catalogues
thriller series, available on ITVX. It is
impacting the margin for scripted content, with over 90,000 hours of content.
also distributedby Global Distribution,
which is generally lower than other genres.
which ispart of ITV Studios
As a vertically integrated producer
Demand for unscripted content remains broadcaster and streamer, ITV Studios also
strong as platforms and channels also benefits from demand for its content from
The Voice Kids returned for its sixth
require cost‑effective, high‑volume ITV’s linear and streaming propositions,
series in2022
popular series. This content supplements providing M&E with a strong and secure
the expensive scripted titles and reliably content supply.
attracts mass simultaneous viewing. FTA
broadcasters have chosen to resurrect old ITV Studios continues to embed production
formats such as Big Brother (ITV), Survivor innovation and new ways of working to help
and Gladiators (BBC). mitigate production cost inflation in the
market. This includes the use of remote cloud
The UK remains the dominant producer editing, production hubs for key formats
andexporter of unique unscripted formats. and the use of AI in production processes.
The US dominates scripted and is the
largest content market in the world. Other See the Operating and Financial Performance
key attractive creative markets include Review for further detail on these areas.
France, the Nordics, Italy, Germany,
Australia, and Spain which has access to
Latin American markets.
ITV plc Annual Report and Accounts 2022 17
Deep Fake Neighbour Wars is a new
STRATEGIC REPORT MARKET REVIEW CONTINUED
### Digital platforms and changing viewer habits
comedy impressions show which launched
on ITVX in January 2023

| Trend | In terms of total viewing, regardless of |
| --- | --- |
| The viewing day has become increasingly | which device it is watched on (e.g. TV, |
| fragmented with the entry of global | mobile, PC or iPad), Broadcast TV remains |
| subscription services, such as Netflix, | the most watched platform, accounting for |
| Amazon Prime and Disney+; local | around 60% of an individuals average video |
| streaming services such as Viaplay from | time per day, followed by YouTube and |
| NENT; user generated video sharing | streamers (see chart below) (Source: |
| platforms such as YouTube and TikTok; and | BARB/Thinkbox). |

more recently ad‑funded streaming

| services both from large global | How we are responding |
| --- | --- |
| conglomerates, such as Hulu, Pluto TV | We recognise the viewing landscape has |
| (ViacomCBS) and Tubi (FOX), and from | become increasingly competitive and |
| global subscription streaming platforms | fragmented, and while ITV’s linear channels |
| such as Netflix and Disney+, launching | continue to drive significant audiences, |
| ‘ad‑lite’ subscription tiers. These are all | viewers also want the flexibility to watch an |
| competing with live and streaming viewing | increased choice of content whenever and |
| from existing platforms. | wherever they are. |
| The rise in the number of platforms offers | We successfully launched ITVX, our new, |
| viewers increased choice and flexibility | free, ad‑funded streaming platform in Q4 |
| about what, how, where and when they | 2022. ITVX significantly strengthens our |
| watch content. This has significantly | offering to viewers – making it a destination |
| impacted viewing habits globally, with the | rather than a catch up service – and offers |
| COVID‑19 pandemic further accelerating | both a linear live experience through its |
| some of the digital viewing trends we had | traditional channels and new FAST |
| previously started to see. There has been a | channels, and on demand access to weekly |
| significant increase in streaming viewing on | new exclusive original content alongside all |
| TVs (particularly connected TVs) and | of the linear content and a substantial |
| non‑TV devices (such as smartphones, | archive. As well as the free content |

### Average video time per day
tablets and computers). This evolution, available on ITVX, ITVX’s premium
however, is not uniform across subscription tier offers access to exclusive
All individuals
demographics, with younger viewers BritBox UK content – the largest collection
spending proportionally more time of British box sets – all ad‑free.
## 4hrs
consuming content on non‑TV devices,
while older demographics spend We will invest around £1.3 billion annually in
## 30
comparatively more time engaging with our content budget across all our channels
broadcast television. and platforms. We will invest in high‑quality,
## mins
trusted content across a wide range of

| In the UK, linear viewing of Broadcast TV | genres, including large family entertainment |  |  |  |
| --- | --- | --- | --- | --- |
| (which is defined as viewing of a TV set to | shows, sport, drama, factual and news |  |  |  |
| broadcast programmes that are viewed | which will drive simulcast viewing on ITVX |  |  |  |
| either on the day of transmission or within | and mass audiences on linear channels. | Broadcaster | YouTube | Subscription |
| seven catch‑up days. This can mean live, |  | TV |  | streaming |
| recorded playback or video on demand via a | In addition to our UK streaming proposition, |  |  |  |
| TV set) remains very popular and reaches |  | 59.5% | 16.4% | 13.7% |

we also have our successful BritBox
83% of the population (with a TV set) each International service in the US, Canada,
week. And within broadcast TV viewing, live TikTok Online Adult Other online
Australia, South Africa and the Nordics.
video video
viewing made up 82% in 2022 (Source:

| BARB). Viewing on public service | See the Operating and Financial Performance |  |  |  |
| --- | --- | --- | --- | --- |
|  |  | 4.4% | 3.1% | 2.2% |
| broadcasters (PSB) in the UK has remained | Review, and Strategy sections for further detail. |  |  |  |

more resilient than linear channels in other
markets and is helped by the strength and DVD Cinema
investment in original content made by the
## PSBs, particularly the BBC and ITV. 0.4% 0.3%
Source: 2022, BARB / Broadcaster stream data /
Overall usage of a TV set (including
Viewers Logic/ IPA Touchpoints 2022 / Pornhub / UK
broadcast TV, streaming platforms, Cinema Advertising Association (CAA), Office of
YouTube and games consoles) is declining, National Statistics (ONS)
down 9% in 2022 to 231 minutes per person,
with 2021 partly benefiting from strong
viewing volumes as a result of COVID‑19
stay‑at‑home restrictions in H1. Within this,
the total number of viewing hours of
broadcast TV fell by 12% and other uses of
a TV set (such as on streaming platforms,
YouTube, and games consoles) declined by
3%, with the relative resilience of the latter
attributed predominantly to streaming.
(Source: BARB – C7 viewing via a TV set,
within seven days of original transmission,
recorded or video on demand).
18 ITV plc Annual Report and Accounts 2022
The Walk‑in produced by ITV Studios,
STRATEGIC REPORT MARKET REVIEW CONTINUED
### The UK advertising market
### dramatises the infiltration of far‑right terrorist Average video advertising time
group National Action, foiling a plot to murder
### per day
an MP
### Trend
All individuals
The UK advertising market continues to grow,
up 7% CAGR over the last ten years. In2022,
## 17
total advertising spend grew 9% year‑on‑year
to £35billion(2021:£32billion). This growth
## mins
has largely been driven by online advertising,
up 10% in 2022 and up 17% CAGR over the
last ten years. Online is the largest category
of advertising spend followed by TV
advertising (including spot, streaming,
sponsorship and other advertising related
revenues), which together made up 88% of

|  | Broadcaster | YouTube | TikTok |
| --- | --- | --- | --- |
| the advertising market in 2022 (2021: 88%). | TV |  |  |
| Linear mass reach helps advertisers build | 83.6% | 12.2% | 2.5% |

brands and drive performance. Online
advertising provides advertisers with a Other online Cinema
targeted proposition, requires a lower video
campaign budget compared to TV, and
## provides brands with a quick, short‑term 1.3% 0.4%
impact for their marketing campaign.
Source: 2022, BARB / comScore / Broadcaster stream
Within online advertising, search is the
data / IPA Touchpoints 2022 / Viewers logic to model
largest, dominated by Google, followed
OOH viewing time
byDisplay and Online Video, dominated
* YouTube ad time modelled at 4.1% of content
byGoogle and Facebook.
time, TikTok ad time modelled at 3.4% of content
time using agency and broadcaster data
The UK advertising market, and particularly
television spot advertising, has been
The Suspect is a drama series produced by
impacted by macroeconomic uncertainty, ITVX enables ITV to significantly increase
World Productions, an ITV Studios label

| however in 2021, ITV achieved | digital advertising inventory and reach, |
| --- | --- |
| record‑breaking advertising revenues, | offering advertisers targeted advertising |
| and2022 advertising revenues were the | atscale in a brand‑safe, trusted and |
| second‑highest on record. Other categories | measured environment. Planet V, our |
| such as outdoor, press and cinema | scaled programmatic addressable |
| advertising have not fully recovered above | advertising platform, is the UK’s |
| pre‑pandemic levels (Source: Advertising | second‑largest programmatic video |
| Association January 2023). | advertising platform, after Google. It is a |

self‑service platform which allows
While streaming viewing and advertising advertisers and agencies to plan and book
Queens for the Night aired in the UK in
has grown strongly, viewing of TV (live their campaigns 24/7 using ITV’s data,
November 2022. ITV Studios has acquired
linear, simulcast or streamed) advertising which can also be blended with advertisers’
therights in each territory where it has an
remains dominant accounting for over 80% and others’ first‑party data in a GDPR
unscripted production base and

| distributionrights for the format and | of an individuals average video advertising | compliant way. ITV has 37 million registered |
| --- | --- | --- |
| finishedversionsworldwide | viewing, and 56% for 16‑34s (see chart | users, giving ITV one of the largest |
| (excludingtheUK) | above) (Source: BARB/Thinkbox). | first‑party data sets in the UK. In a world of |

increasing privacy legislation, this gives ITV
### How we are responding a competitive advantage.
ITV’s linear television channels continue to
offer unique scale and reach of all the key The advertising market is highly competitive,
demographics that advertisers target, and it with global streamers having now entered
remains a cost‑efficient, flexible and trusted the advertising market. However, ITV has a
way of advertising and an important part of highly experienced team that are well versed
marketing campaigns. We have focused on in competing with new entrants to the
developing deep strategic partnerships advertising market. We offer our advertising
with our advertisers and agencies, with clients something no streamer is able to –
data‑driven insights to demonstrate the the best of both worlds – which allows
power of television. Over the last year, we advertisers to grow their brand through the
have successfully brought new advertisers unparalleled mass simultaneous reach
to television, encouraged existing digitally audience generated on ITV, whilst extending
mature brands to increase their spend. As a incremental reach through a targeted
vertically integrated producer broadcaster offering on ITVX. This is supplemented by
and streamer, we are able to provide innovative data and content advertising
innovative ways for brands to advertise on offerings that are unique to ITV.
television, such as through advertiser‑funded
See the Operating and Financial Performance
content, brand partnerships, product
Review, and Strategy sections for further detail.
placement and sponsorship.
ITV’s deep relationships with advertisers,
its investment in ITVX, Planet V and data,
enables ITV to increasingly capture
advertising revenues in the rapidly growing
online market, driving digital revenue of
£411 million in 2022.
ITV plc Annual Report and Accounts 2022 19
STRATEGIC REPORT OUR STRATEGY
## Our Strategy
### We have evolved our strategy to ensure ITV is best placed to
### furthercapitalise on the opportunities presented by the rapidly
### changing viewing, content production and advertising environments.
### Executing our strategy effectively will further strengthen and
### diversifyITV, create a more valuable future facing digital media and
### entertainment company and deliver returns to our shareholders.
## Our More Than TV strategy
Our purpose is to entertain and connect
## Our purpose Our 2026 vision
with millions of people globally, reflecting
### We entertain and connect A leader in UK streaming and shaping culture with brilliant content
and creativity. This is aligned to our 2026
### withmillions of people andanexpanding global force
strategic vision, to be a leader in UK
### globally,reflecting and incontent.
streaming and an expanding global force in
### shapingculture with brilliant
content. It is becoming increasingly clear
### content andcreativity. that companies with a strong and clear
purpose drive increased value.
Our Social Purpose strategy is an integral
part of delivering our purpose and our
2026 STUDIOS GOAL
Grow revenues on strategy. See Social Purpose from page44.
average by at least 5%
per annum, which is Our initiatives to drive growth and future
ahead of the market
### Expand value are clear. Delivering on our strategy
Studios will be achieved by focusing on three
corepriorities:
Further expanding by genre, geography and
### customers and growing faster than market Expand Studios globally
Double scripted hours*
Double our business with streamers*
### Supercharge Streaming
Expand global formats
### Optimise Broadcast
### Supercharge
Streaming
These priorities are not independent. They
Driving digital viewing and Vertically
work together – reinforcing each other,
Integrated
revenuethrough ITVX and Planet V,
Producer creating synergies and delivering value. Our
ITV’s leading addressable
Broadcaster and vertically integrated producer broadcaster
advertising platform Streamer
and streamer model provides us with a real
* competitive advantage.
Double monthly active users
*
Double streaming viewing
* How we will deliver our strategy
### Double UK subscriptions Optimise
The key to successfully delivering this
Broadcast
strategy is by digitally transforming across
Digitally transforming as we continue
everything we do. We will have a laser focus
toattract commercial broadcast
on viewers and every decision will combine
audiences of unparalleled scale
our unique creativity with data‑driven insight.
Maintain a share of at least 80% of the top
In addition, we will continue to:
1,000 commercial television programmes
• Strengthen both our creative and
Maintain share of commercial viewing
commercial teams, ensuring we have the
Scale linear
2026 M&E GOAL right skill set and culture to deliver our
addressableadvertising
More than double digital strategic vision, particularly in respect of
revenue to at least £750m
across M&E our technology and data functions
• Ensure we own and manage our rights
efficiently and effectively. Maximise the
value of these rights across our Studios,
* Double from full year 2021
See KPIs from page 24 Streaming and Broadcast business models
• Further create strong partnerships with
broadcasters, platforms and technology
companies both in the UK and globally.
Work with these partners to ensure the
prominence of our content and that we
can monetise it wherever it is consumed
20 ITV plc Annual Report and Accounts 2022
STRATEGIC REPORT OUR STRATEGY
## Core priorities
## ITV Media &
## STUDIOS ENTERTAINMENT (M&E)
The M&E division has two business units – Streaming and Broadcast – to reflect and
to ensure we maintain a strong, branded and data rich relationship with our viewers
and advertisers.
### Expand Studios globally Supercharge Streaming Optimise Broadcast
Our aim is to be a leading creative force in We are supercharging streaming with the While streaming viewing continues to grow
global TV and streaming content production, launch of ITVX, our free ad‑funded significantly, linear broadcast remains very
growing our revenues faster than the streaming service. ITVX leverages our important to both our viewers and advertisers.
market. We will continue to diversify ITV investments to date in ITV Hub, BritBox UK,
Studios by genre, geography and customer Planet V and data to drive digital viewing and Our priorities for Broadcast are to:
to take advantage of the strong growth in revenue growth with a material increase in • Maintain our USP of delivering live mass
demand for content globally, particularly content spend. It significantly strengthens audiences on our linear channels as we
from streaming platforms. our offering to viewers – creating a invest in our broad schedule, in particular
destination for viewers rather than a sport, drama and big entertainment
Our key priorities are: catch‑up service. For advertisers it delivers shows. These audiences are highly
• Growing our international scripted valuable addressable audiences at scale valuable and highly demanded by
business by continuing to invest in andour established data and analytics advertisers as they build their own
creative development capabilities will drive higher‑value, brands and ITV remains the first
• Growing our global formats business by data‑driven pricing models. ITVX also has destination for advertisers to obtain
maximising the value of our key formats an integrated premium subscription tier, these audiences at scale
and developing new hit formats that providing greater flexibility to both our • Focus on scaling our linear addressable
travel internationally viewers and streaming business model. advertising capabilities, building on our
• Further diversifying our customer base investment in Planet V and our data,
by serving fast‑growing streaming analytics and digital capabilities
platforms (both global and local) • Continue to build more strategic and
• Attracting and retaining leading talent, creative partnerships with our advertisers
and nurturing the right creative and • Continue to digitally transform ITV, the
commercial environment for our talent UK’s biggest TV advertising platform
toflourish
• Continuing to collaborate across our We have a data‑driven viewing model with one content budget across all our platforms
network of over 60 production labels to and channels, which will enable flexibility to optimise viewing and revenue.
benefit from ITV’s scale and diversity
• Increasing the use of technology and
## innovation in production to drive BritBox
efficiencies
## INTERNATIONAL
In addition to our subscription streaming services in the UK, we are continuing to roll‑out
We also continue to consider selective
BritBox International, which is seeing strong growth in its subscriber base across territories.
value‑creating acquisitions and talent
The service is currently available in eight countries and has 3.0 million subscribers
deals in both scripted and unscripted to
(31December2021:2.4million subscribers). We will continue to explore opportunities to
secure the best creative talent and IP.
further expand its international footprint.
KPIs and ambitions
We have 2026 KPI targets aligned with our priorities, which are set out in the KPI section.
See KPIs from page24
ITV plc Annual Report and Accounts 2022 21
STRATEGIC REPORT OUR BUSINESS MODEL
## Our Business Model
## 1. Our vision
### Our vision for 2026 is to be a leader in UK streaming and
### anexpanding global force in content.
Our vision for 2026 is to be a leader in
UK streaming and an expanding global
### Using our strategic assets...
force in content. This is aligned with
our purpose of entertaining and
connecting with millions of people
## 2. Our strategic assets
globally, reflecting and shaping culture
with brilliant content and creativity.
We will continue to expand and diversify
our UK and global content business,

| supercharge our streaming business, | Creating and owning | Our strong, trusted | >6,000 talented | One of the largest first |
| --- | --- | --- | --- | --- |
| and optimise our broadcast business. | the rights to quality | brand, products and | commercial and | party datasets in UK |
|  | content and | culture | creative colleagues | and second largest |
|  | intellectual property |  |  | programmatic |

We are confident that our vision and
advertising platform
strategy is the right long‑term plan for
in UK
ITV in a dynamic market environment.
We are well positioned to successfully
## 10.5m 93% 83%
execute our More Than TV strategy
We have 10.5 million monthly In 2022, 93% of the top 1,000 TV reaches 83% of the UK
which will further strengthen and
active users (MAUs) across all programmes on commercial population (with a TV set)
diversify ITV, creating a more valuable
ourplatforms broadcast TV were on ITV every week
digital media and entertainment
business and deliver sustainable and

| growing returns to shareholders. | >£1.2bn | >60 | 90,000+ |
| --- | --- | --- | --- |
|  | We invested over £1.2 billion | ITV Studios has built | active hours of content in the |
|  | incontent across our channels | significant scale and | Global Distribution catalogue |
|  | and platforms in 2022 which | diversification globally |  |
|  | willincrease to around | withover 60 labels across |  |
|  | £1.3billion in2023 | 13countries |  |

### ...and our competitive advantages...
## 3. Competitive advantages
World‑class content Delivering unrivalled commercial audiences
At the core of ITV is our focus on creativity and and addressable audiences at scale
content, whether creating and selling our unique As a result of the scale and reach of our channels
content around the world or investing in and the significant investment we make in quality
third‑party content to distribute across multiple content across our channels and platforms, we
platforms in the UK. Internationally, we have built deliver mass simultaneous audiences on our
production and distribution scale in key global broadcast channels and targeted addressable
creative markets through organic growth, selective audiences at scale on ITVX, both in a brand‑safe
acquisitions and talent deals. We are one of the and measured environment. Our digital advertising
biggest independent producers in theworld, the is sold through Planet V our programmatic video
largest commercial producer in the UK and one advertising platform, which is the second largest
of the largest format distributors worldwide. in the UK after Google. Our IP, insight and data on
viewer and advertiser behaviour also helps us
Global formats and distribution
build deeper, more strategic and creative
ITV has built relationships and a broad customer
partnerships with advertisers and agencies.
base globally with major networks, streamers
and local broadcasters, to whom we sell our Vertically integrated producer broadcaster
world‑class content. and streamer
Our vertically integrated model creates many
Intellectual property
competitive advantages. It provides ITV Studios
ITV has developed, acquired and owns the rights
with a bedrock of core commissions and a
to a diverse portfolio of shows, particularly
formidable promotional engine for its content;
drama and entertainment, that are hugely
enables cross‑promotion and monetisation of
popular. Ownership of this intellectual property
ITV Studios content across our business; secures
allows us to maximise monetisation
access to great content for ITV’s channels and
opportunities, both through programme and
streaming platforms; and helps us to attract and
format sales internationally, and more broadly
retain the best creative talent in the industry.
through consumer products and interactive
experiences to deepen engagement with our IP. Colleagues
Our colleagues are at the heart of ITV’s success.
Their skills, capabilities and commitment enable
ITV to deliver on its strategic ambitions, and
build the creative, inclusive and commercial
business that ITV is.
22 ITV plc Annual Report and Accounts 2022
STRATEGIC REPORT OUR BUSINESS MODEL
### ...we aim to grow our diversified revenue streams...
By developing, owning and managing the rights to content, ITV is able to maximise the value of its programme brands across ITV Studios; Streaming and
Broadcast. This ensures ITV is a more diversified business and enables it to drive value from different revenue models.
## 4. Our diversified revenue streams
Original production Commercial partnerships
We produce original content commissions for broadcasters and streamers We work with advertisers and advertising agencies to provide unique and
(in the UK and internationally) from our production bases in the UK, the US, innovative commercial and creative partnerships and sponsorship
the Netherlands, Germany, France, Italy, Australia, Spain, Israel and the opportunities that extend beyond pure spot advertising.
Nordics. We have a diversified customer base, selling to free‑to‑air
Pay
broadcaster, pay TV operators and global streamers.
We earn pay revenue from platforms in the UK by licensing our HD channels
Distribution and from our online streaming services.
We own the rights to a significant catalogue of programmes and formats
Subscription and other consumer revenues
that we sell and license to broadcasters and streamers internationally. The
In the UK, we generate subscription revenue through ITVX Premium
strong global demand for content provides a significant opportunity for us.
(previously ITV Hub+) and BritBox UK which is also now part of ITVX
Advertising Premium. Internationally, we deliver subscription revenue through our joint
Our family of channels and ITVX (and previously ITV Hub) drive significant venture with the BBC, BritBox International, which is in the US, Canada,
advertising revenues from the ability to deliver mass audiences and more Australia, South Africa and the Nordics. We also monetise our consumer
targeted demographics on broadcast television and addressable advertising interactions through competitions, live events and merchandising.
at scale. This funds our investment in the content budget.
### ...supported by...
## 5. Our risk management framework
ITV operates in an increasingly complex business environment and there This also allows management and the Board to adapt the strategy to ensure
arerisks to the delivery of our strategic goals and the sustainability of our that we are striking the right balance between risk‑taking and risk‑mitigation
business model. Our risk management framework provides the business and that any underlying risks in the strategy are being appropriately
with the tools to identify, assess, manage and continually review our risks, managed, therefore enabling the successful delivery of the strategy. We
and regular reporting provides the Board with the required insight to monitor have identified the principal risks through our risk management framework
our most critical Group‑level risks. and we have considered them as part of our viability assessment.
### ...to create value for...
## 6. Our key stakeholders
Advertisers Audiences Broadcasters and streamers
Through delivering unique scale and Through a varied, high‑quality Through delivering quality
breadth of demographics, targeted content offering, which they can programming that they can then
advertising opportunities at scale watch and engage with on a variety monetise through their own
and innovative and creative ways of ofplatforms and channels in a businessmodels.
engaging with consumers around trusted, brand safe environment.
quality programme brands.
Customers Citizens Our colleagues, programme
Through our streaming business With our creativity and scale, ITV participants and everyone we
andcompetitions, we drive canpowerfully help shape culture work with
engagement and interaction forgood. Our offering of free and Through protecting, investing in and
withourmuch loved brands. universally available high quality developing our talent and creating a
and trusted news services, helps culture that nurtures them to be
toinform UK citizens and underpin productive, commercial and creative.
democratic debate. People, and their physical and
mental health and safety, are our
priority at ITV.
Suppliers Shareholders and debt investors Legislators and regulators
Through working closely with our Through a track record of creating ITV takes its responsibilities
suppliers to foster good working shareholder value and delivering andobligations as a public service
relationships and ensure they shareholder returns and through broadcaster (PSB) seriously.
understand and comply with our atrack record of delivering strong
Supplier Code of Conduct. profit to cash conversion.
ITV plc Annual Report and Accounts 2022 23
STRATEGIC REPORT KEY PERFORMANCE INDICATORS (KPIS)
## Key Performance Indicators
## (KPIs)
We define our KPIs to align
## ITV
our performance and
### GROUP
accountability to our
strategic priorities. In 2021,
we set out our new KPIs and
1
### Adjusted EPS Cost savings Profit to cash
ambition for 2026 for
1
### Studios and M&E, which we conversion
continue to report against.
Of the KPIs outlined in this
Definition Definition Definition
section, the following will be
Adjusted EPS represents the Cost savings are permanent This is our measure of our
reported on a quarterly
adjusted profit for the year savings to the business. Managing effectiveness at working capital
basis: ITV Studios total
attributable to each equity share. our cost base and mitigating the management. It is calculated as
revenue growth, total digital

|  | Adjusted profit is defined as profit | impact of inflation is key as we aim | our adjusted cash flow as a |  |
| --- | --- | --- | --- | --- |
| revenue, total streaming |  |  |  | 1 |
|  | for the year attributable to equity | to run our business as efficiently | proportion of adjusted EBITA | . |

hours, share of commercial
shareholders after adding back as possible and fund investments 1
Adjusted cash flow , which reflects
viewing and share of top
exceptional items. Further in line with our strategic priorities.
the cash generation of our
1,000 commercial adjustments include amortisation
underlying business, is calculated
Performance
broadcast TV programmes. and impairment of assets acquired
on our statutory cash generated
We delivered £23 million of
All other KPIs outlined in through business combinations,
from operations and adjusted for
permanent cost savings in
this section will be reported net financing costs and the tax
exceptional items, net of capex on
2022,which is ahead of the
on a six‑month basis. effects relating to these items.
property, plant and equipment and
£17million target.
intangible assets, and including
It reflects the business
Since 2018, we have delivered the cash impact of high‑end
performance of the Group in a
acumulative £106 million of production tax credits.
consistent manner and in line with
costsavings.
how the business is managed and
Performance
measured on a day‑to‑day basis. We will deliver an additional £50
Profit to cash conversion was 75%
million of cost savings by 2026. In in the year. While we continue to
Performance
total, we will deliver over £150 manage our working capital tightly,
Adjusted EPS decreased by 14%
million of cost savings between profit to cash conversion was
from 15.3p to 13.2p. Continued
2018 and 2026. lower in 2022. This is as a result of
strong growth in ITV Studios
our growing Studios business and
adjusted EBITA up 22%, was offset
the timing of deliveries. In addition,
by a decline in total advertising
it reflects the increased
revenues (TAR) down 1%, ITVX
commissions for ITVX where we
investment and declining SDN and
have taken delivery of
interactive revenues, down 21%
programmes but not yet made
and 17% respectively.
them available on the platform.
This was partly offset by our
strong TAR revenues in 2022 and
tight working capital management.

| 2022 | 2022 | 2022 |
| --- | --- | --- |
| 13.2p | £106m | 75% |
| ‑14% on 2021 | cumulative savings since 2018 |  |
|  | 2026 Target | 2026 Target |
|  | Deliver over £150 million of | Maintain at around 85% |

cumulative savings between 2018
and 2026

|  |  |  | 2020 | 10.9 |  | 2020 |  | 138 |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  | 2021 |  | 15.3 | 2021 | 80 |  |
|  |  |  | 2022 13.2 |  |  | 2022 | 75 |  |
| 2019 2019 | 87 | 13.9 |  |  |  |  |  |  |

1. A full reconciliation between our adjusted and statutory results is provided in the APMs section
24 ITV plc Annual Report and Accounts 2022
STRATEGIC REPORT KEY PERFORMANCE INDICATORS (KPIS)
## Expand
### UK AND GLOBAL PRODUCTION

| ITV Studios total |  | ITV Studios adjusted |  | Total high‑end | Number of formats |
| --- | --- | --- | --- | --- | --- |
|  | 2 |  | 2 |  |  |
| revenue growth |  | EBITA margin % |  | scriptedhours | sold in three or more |

### countries
Definition Definition Definition Definition
ITV Studios total revenue This is the key profitability Total high‑end scripted hours is an The Studios business is focused on
measures the scale and success of measure used across the ITV important measure of the success maximising unscripted value by
our global studios business. It Studios business. The profile of of our strategy to grow our global both protecting and expanding
includes revenues from adjusted EBITA margin differs for scripted business. High‑end existing formats and creating new
programmes sold to M&E, which as production and distribution scripted hours include new formats that travel internationally.
a vertically integrated producer activities, and further varies with commissions or returning A good measure of international
broadcaster and streamer, is an each production due to genre, franchises that have a higher cost success is when a format is
important part of our business. customer type and maturity. per hour than continuing drama. commissioned in three or more
Adjusted earnings before interest, High‑end scripted drama is countries in the year. Spin‑offs
Performance
tax and amortisation (EBITA) is important as it is one of the fastest such as Beat the Chasers are
ITV Studios total revenue grew 19%
calculated by adding back growing segments of the content considered distinct to the original
to £2,096 million.

|  | exceptional items and including |  | market. These dramas are sold to | format (i.e. The Chase) for the |
| --- | --- | --- | --- | --- |
| Total organic revenue at constant |  | 2 | global streamers, pay platforms or | purpose of this indicator. |
|  | high‑end production tax credits | . It |  |  |
| currency (which excludes |  |  | free‑to‑air broadcasters, where |  |

reflects the underlying
Performance
acquisitions and assumes they are expected to perform well
performance of the business and
The number of formats sold in
exchange rates remain consistent with viewers in their domestic
provides a more meaningful
three or more countries increased
with 2021) was up 14%. There was a market, as well as having
comparison of how the business is
to 19 formats. Recent formats that
£56 million favourable currency international distribution appeal.
managed and measured on a
have sold in three or more
impact in the year. day‑to‑day basis. The margin is
Performance countries include My Mom, Your
calculated based on ITV Studios
The number of high‑end scripted Dad; Make Love Fake Love; and
total revenue.
hours produced by ITV Studios Game of Chefs.
increased by 58% to 276 hours
Performance
driven by titles such as The Outlaws
ITV Studios adjusted EBITA margin
and Maternal in the UK, and
was 12.4% (2021: 12.1%). Margins
internationally, titles such as Baby
continue to be impacted by
Fever from Apple Tree Productions
incremental costs associated with
and Petra from Cattleya.
health and safety protocols, as
well as inflationary pressures
facing the production industry;
these have been partly offset by
mitigation measures.

| 2022 | 2022 | 2022 | 2022 |
| --- | --- | --- | --- |
| £2,096m | 12.4% | 276hrs | 19 formats |
| +19% on 2021 | +0.3% points on 2021 | +58% on 2021 | +4 formats on 2021 |
| 2026 Target | 2026 Target | 2026 Target | 2026 Target |
| Grow on average at least 5% per | Return to 13% to 15% range from | Grow to 400 hours | Grow to 20 formats |
| annum | 2023 onwards |  |  |


|  | 2020 |  |  | 1,375 |  | 2020 | 11 | 2020 | 112 |  | 2020 | 14 |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  | 2021 |  |  |  | 1,760 | 2021 | 12 | 2021 |  | 175 | 2021 | 15 |
|  | 2022 2,096 |  |  |  |  | 2022 12.4 |  | 2022 276 |  |  | 2022 19 |  |
| 2019 2019 2019 2019 | 14 | 223 1,830 | 15 |  |  |  |  |  |  |  |  |  |

2. A full reconciliation between our adjusted and statutory results is provided in the APMs section
ITV plc Annual Report and Accounts 2022 25
STRATEGIC REPORT KEY PERFORMANCE INDICATORS (KPIS) CONTINUED
## Expand M&E BritBox
### UK AND GLOBAL SUPERCHARGE STREAMING AND OPTIMISE BROADCAST INTERNATIONAL
### PRODUCTION

| % of ITV Studios total | Total digital revenue UK subscribers Total streaming hours Monthly active users |  | Share of top 1,000 | Share of commercial | Total subscribers |
| --- | --- | --- | --- | --- | --- |
| revenue from |  | (MAU) | commercial broadcast | viewing |  |
| streaming platforms |  |  | TV programmes |  |  |


| Definition | Definition | Definition | Definition | Definition | Definition | Definition | Definition |
| --- | --- | --- | --- | --- | --- | --- | --- |
| In the medium‑term, the key | Total digital revenue is an | UK subscribers captures total | Driving digital viewing by attracting | Monthly active users captures the | Continuing to deliver significant | Maintaining and growing our | The number of BritBox |
| driver of growth across the overall | important measure of the | UKsubscriptions (including free | new viewers and enticing all our | average number of registered | audience scale is important to | strong competitive position in the | International subscribers |
| content market is expected to be | acceleration of our digital strategy | trials). Prior to the launch of ITVX, | viewers to watch more ITV content | users throughout the year who | M&E’s overall success as ITV has | free‑to‑air market is vital for the | captures total global |
| significant investment by | as we supercharge streaming. It | this included ITV Hub+ and | is key to our strategy. Total | accessed our owned and operated | aunique selling proposition being | M&E business to maximise its | subscriptions (excluding UK, |
| streamers. The percentage of ITV | includes digital advertising | BritBox UK subscriptions. From | streaming hours measures the | on demand platforms each month. | one of the only places to reach | advertising revenues. ITV Family | including free trials). It is an |
| Studios total revenue from | revenue and subscription revenue | December 2022 onwards, this | total number of hours that viewers | It is an important measure because | mass simultaneous commercial | share of commercial viewing is the | important measure of the scale |
| streaming platforms is an | (excluding BritBox International | measure includes subscriptions | spent watching ITV across all | advertisers want to reach as many | audiences. This KPI measures | measure of this. ITV Family share | and reach of our international |
| important measure to | subscription revenue) as well as | toITVX’s ad‑free premium tier as | streaming platforms. This figure | different people as possible. | ITV’s proportion of the top 1,000 | of commercial viewing is the total | subscription offering. BritBox |
| demonstrate the extent to which | linear addressable revenue, digital | well as standalone BritBox UK | includes both ad‑funded and |  | commercial broadcast TV | viewing of audiences over the year | International is a joint venture |

Performance
the business is taking advantage sponsorship and partnership subscriptions. It is an important subscription streaming. programmes, as measured by achieved by ITV’s family of between BBC Studios and ITV.
Monthly active users grew 6%* to

| of this growth globally and further | revenue, ITV Win and any other | measure of how successfully we |  |  | BARB based on viewing figures. | channels as a proportion of all |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  | Performance | 10.5 million. The return of popular |  |  | Performance |
| diversifying its customer base. | revenues from digital business | provide a clear, compelling and |  |  | This includes TV viewing from | commercial broadcast TV viewing |  |
|  |  |  | Total streaming hours increased | entertainment shows such as |  |  | Total subscribers grew by 25% to |
| See earlier KPIs for definition of | ventures. | differentiated subscription offering. |  |  | transmission and seven days | in the UK. |  |
|  |  |  | 9% to 1,139 million hours. This | Love Island, I’m A Celebrity…Get |  |  | 3.0 million. BritBox International |
| ITV Studios total revenue. |  |  |  |  | post‑transmission on catch up, |  |  |
|  | Performance | Performance | growth was driven by our strong | Me Out Of Here! and the FIFA |  | Performance | isnow available across eight |

aswell as six weeks prior to the
Performance Total digital revenue grew 18% Total UK subscribers as at content offering, such as Love World Cup tournament brought Share of commercial viewing countries, following the launch
transmission window. It excludes
The percentage of ITV Studios to£411 million. The growth was 31December2022, increased 17% Island, I’m A Celebrity…Get Me Out record‑breaking viewers to our increased to 33.8%. Our share inthe Nordics (made up of
programmes with a duration of
total revenue from streaming largely driven by digital advertising year‑on‑year. Growth came from Of Here!, and the FIFA World Cup. digital platforms. These live grew across our family of Sweden, Denmark, Finland and
<ten minutes. This metric is

| platforms grew to 22%. Notable | revenue, which grew 17%, and the | both the ITVX platform (which |  | events, alongside a range of |  | channels. On ITV1, live sports | Norway) in 2022. We continue to |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  | Monetisable streaming hours |  | calculated as a 12‑month rolling |  |  |
| deliveries on streaming platforms | year‑on‑year growth in | replaced ITV Hub+ in Q4 2022) |  | genres, attracted a greater |  | events and entertainment series, | see subscriber growth from all |
|  |  |  | were up 18% year‑on‑year. In |  | average to normalise seasonal |  |  |
| in 2022 include: The Reluctant | subscription revenues from ITV | and BritBox UK subscribers. |  | breadth of users to ITV streaming |  | such as Britain’s Got Talent (which | established territories, including |
|  |  |  | 2022, we took the strategic |  | scheduling. |  |  |
| Traveller and Physical for | Hub+, BritBox UK and ITVX |  |  | platforms, more regularly. New |  | returned in 2022 after a two‑year | the US, Canada and Australia. |

decision to reduce the availability
AppleTV+; Snowpiercer and Baby Premium, up 29%. dramas such as A Spy Among Performance hiatus) and Ant & Dec’s Limitless
of pre‑transmission drama drops
Fever for Netflix; Love Island USA Friends and Litvinenko, animated Our share remained flat at 93%. Win, as well as dramas like Trigger
and boxsets outside of ITV’s own
for Peacock; Cosmic Love France comedy Family Guy, and NFL Dramas such as The Thief, His Point, were popular and
streaming services, such as on
for Amazon Prime; and A Spy Highlights attracted different user Wife and the Canoe, alongside contributed to the share increase.
Sky and Virgin, where we cannot
Among Friends and Loaded in segments, as did the growing slate entertainment formats such as
serve and monetise dynamic
Paradise for ITVX. of films and box sets available on Britain’s Got Talent and The
advertising. This decision does not
ITVX. The launch of ITVX on big Masked Singer, as well as the FIFA
reduce existing revenues. Over
and small screen platforms, such World Cup, helped to maintain
time, we anticipate that we will
as Amazon Fire and iOS, also ITV’s strong commercial mass
see this viewing move to ITVX and
contributed to the increase, both audience proposition.
be more effectively monetised.
of which were our fastest‑growing
The transitional impact of this External source: BARB
platforms in 2022.
decision drives the difference
between total streaming hours *Prior year MAUs have been
and monetisable streaming hours. restated due to a change in
methodology from: 2019 –
8.1million, 2020 ‑ 8.1 million
and2021 – 9.6 million.

| 2022 | 2022 | 2022 | 2022 | 2022 | 2022 | 2022 | 2022 |
| --- | --- | --- | --- | --- | --- | --- | --- |
| 22% | £411m | 1.4m | 1,139m hrs | 10.5m | 93% | 33.8% | 3.0m |
| +9% points on 2021 | +18% on 2021 | +17% on 2021 | +9% on 2021 | +6% on 2021 | Flat on 2021 | +0.7% points on 2021 | +25% on 2021 |
| 2026 Target | 2026 Target | 2026 Target | 2026 Target | 2026 Target | 2026 Target | 2026 Target | 2030 Target |
| Grow to 30% of ITV Studios total | More than double (compared to | Double (compared to 2021) to | Double (compared to 2021) to 2bn | Double (compared to 2021) to | Maintain a share of at least 80% | Maintain at 33% | Grow to 10‑12m |
| revenue, an increase from our | 2021) to at least£750m | 2.5m | hours | 20m |  |  |  |

previous 2026 target of 25%

|  |  | 2020 |  | 10 |  | 2020 | 248 |  | 2020 | 0.9 |  | 2020 | 856 |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  | 2021 |  |  | 13 | 2021 |  | 347 | 2021 |  | 1.2 | 2021 |  | 1,048 |
|  |  | 2022 22 |  |  |  | 2022 411 |  |  | 2022 1.4 |  |  | 2022 1,139 |  |  |
| 2019 2019 2019 2019 2019 2019 2019 2019 | 0.9 6 0.5 | 202 | 839 | 8.3 | 33.8 96 |  |  |  |  |  |  |  |  |  |
| 2020 2020 2020 2020 |  | 1.6 |  | 8.4 | 32.8 93 |  |  |  |  |  |  |  |  |  |
|  |  | 26 | ITV plc Annual Report and Accounts 2022 |  |  |  |  |  |  |  |  |  |  |  |
| 2021 2021 2021 2021 |  |  |  | 2.4 | 9.9 33.1 93 |  |  |  |  |  |  |  |  |  |
| 2022 3.0 2022 93 2022 33.8 2022 10.5 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

STRATEGIC REPORT KEY PERFORMANCE INDICATORS (KPIS) CONTINUED
## Expand M&E BritBox
### UK AND GLOBAL SUPERCHARGE STREAMING AND OPTIMISE BROADCAST INTERNATIONAL
### PRODUCTION

| % of ITV Studios total | Total digital revenue UK subscribers Total streaming hours Monthly active users |  | Share of top 1,000 | Share of commercial | Total subscribers |
| --- | --- | --- | --- | --- | --- |
| revenue from |  | (MAU) | commercial broadcast | viewing |  |
| streaming platforms |  |  | TV programmes |  |  |


| Definition | Definition | Definition | Definition | Definition | Definition | Definition | Definition |
| --- | --- | --- | --- | --- | --- | --- | --- |
| In the medium‑term, the key | Total digital revenue is an | UK subscribers captures total | Driving digital viewing by attracting | Monthly active users captures the | Continuing to deliver significant | Maintaining and growing our | The number of BritBox |
| driver of growth across the overall | important measure of the | UKsubscriptions (including free | new viewers and enticing all our | average number of registered | audience scale is important to | strong competitive position in the | International subscribers |
| content market is expected to be | acceleration of our digital strategy | trials). Prior to the launch of ITVX, | viewers to watch more ITV content | users throughout the year who | M&E’s overall success as ITV has | free‑to‑air market is vital for the | captures total global |
| significant investment by | as we supercharge streaming. It | this included ITV Hub+ and | is key to our strategy. Total | accessed our owned and operated | aunique selling proposition being | M&E business to maximise its | subscriptions (excluding UK, |
| streamers. The percentage of ITV | includes digital advertising | BritBox UK subscriptions. From | streaming hours measures the | on demand platforms each month. | one of the only places to reach | advertising revenues. ITV Family | including free trials). It is an |
| Studios total revenue from | revenue and subscription revenue | December 2022 onwards, this | total number of hours that viewers | It is an important measure because | mass simultaneous commercial | share of commercial viewing is the | important measure of the scale |
| streaming platforms is an | (excluding BritBox International | measure includes subscriptions | spent watching ITV across all | advertisers want to reach as many | audiences. This KPI measures | measure of this. ITV Family share | and reach of our international |
| important measure to | subscription revenue) as well as | toITVX’s ad‑free premium tier as | streaming platforms. This figure | different people as possible. | ITV’s proportion of the top 1,000 | of commercial viewing is the total | subscription offering. BritBox |
| demonstrate the extent to which | linear addressable revenue, digital | well as standalone BritBox UK | includes both ad‑funded and |  | commercial broadcast TV | viewing of audiences over the year | International is a joint venture |

Performance
the business is taking advantage sponsorship and partnership subscriptions. It is an important subscription streaming. programmes, as measured by achieved by ITV’s family of between BBC Studios and ITV.
Monthly active users grew 6%* to

| of this growth globally and further | revenue, ITV Win and any other | measure of how successfully we |  |  | BARB based on viewing figures. | channels as a proportion of all |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  | Performance | 10.5 million. The return of popular |  |  | Performance |
| diversifying its customer base. | revenues from digital business | provide a clear, compelling and |  |  | This includes TV viewing from | commercial broadcast TV viewing |  |
|  |  |  | Total streaming hours increased | entertainment shows such as |  |  | Total subscribers grew by 25% to |
| See earlier KPIs for definition of | ventures. | differentiated subscription offering. |  |  | transmission and seven days | in the UK. |  |
|  |  |  | 9% to 1,139 million hours. This | Love Island, I’m A Celebrity…Get |  |  | 3.0 million. BritBox International |
| ITV Studios total revenue. |  |  |  |  | post‑transmission on catch up, |  |  |
|  | Performance | Performance | growth was driven by our strong | Me Out Of Here! and the FIFA |  | Performance | isnow available across eight |

aswell as six weeks prior to the
Performance Total digital revenue grew 18% Total UK subscribers as at content offering, such as Love World Cup tournament brought Share of commercial viewing countries, following the launch
transmission window. It excludes
The percentage of ITV Studios to£411 million. The growth was 31December2022, increased 17% Island, I’m A Celebrity…Get Me Out record‑breaking viewers to our increased to 33.8%. Our share inthe Nordics (made up of
programmes with a duration of
total revenue from streaming largely driven by digital advertising year‑on‑year. Growth came from Of Here!, and the FIFA World Cup. digital platforms. These live grew across our family of Sweden, Denmark, Finland and
<ten minutes. This metric is

| platforms grew to 22%. Notable | revenue, which grew 17%, and the | both the ITVX platform (which |  | events, alongside a range of |  | channels. On ITV1, live sports | Norway) in 2022. We continue to |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  | Monetisable streaming hours |  | calculated as a 12‑month rolling |  |  |
| deliveries on streaming platforms | year‑on‑year growth in | replaced ITV Hub+ in Q4 2022) |  | genres, attracted a greater |  | events and entertainment series, | see subscriber growth from all |
|  |  |  | were up 18% year‑on‑year. In |  | average to normalise seasonal |  |  |
| in 2022 include: The Reluctant | subscription revenues from ITV | and BritBox UK subscribers. |  | breadth of users to ITV streaming |  | such as Britain’s Got Talent (which | established territories, including |
|  |  |  | 2022, we took the strategic |  | scheduling. |  |  |
| Traveller and Physical for | Hub+, BritBox UK and ITVX |  |  | platforms, more regularly. New |  | returned in 2022 after a two‑year | the US, Canada and Australia. |

decision to reduce the availability
AppleTV+; Snowpiercer and Baby Premium, up 29%. dramas such as A Spy Among Performance hiatus) and Ant & Dec’s Limitless
of pre‑transmission drama drops
Fever for Netflix; Love Island USA Friends and Litvinenko, animated Our share remained flat at 93%. Win, as well as dramas like Trigger
and boxsets outside of ITV’s own
for Peacock; Cosmic Love France comedy Family Guy, and NFL Dramas such as The Thief, His Point, were popular and
streaming services, such as on
for Amazon Prime; and A Spy Highlights attracted different user Wife and the Canoe, alongside contributed to the share increase.
Sky and Virgin, where we cannot
Among Friends and Loaded in segments, as did the growing slate entertainment formats such as
serve and monetise dynamic
Paradise for ITVX. of films and box sets available on Britain’s Got Talent and The
advertising. This decision does not
ITVX. The launch of ITVX on big Masked Singer, as well as the FIFA
reduce existing revenues. Over
and small screen platforms, such World Cup, helped to maintain
time, we anticipate that we will
as Amazon Fire and iOS, also ITV’s strong commercial mass
see this viewing move to ITVX and
contributed to the increase, both audience proposition.
be more effectively monetised.
of which were our fastest‑growing
The transitional impact of this External source: BARB
platforms in 2022.
decision drives the difference
between total streaming hours *Prior year MAUs have been
and monetisable streaming hours. restated due to a change in
methodology from: 2019 –
8.1million, 2020 ‑ 8.1 million
and2021 – 9.6 million.

| 2022 | 2022 | 2022 | 2022 | 2022 | 2022 | 2022 | 2022 |
| --- | --- | --- | --- | --- | --- | --- | --- |
| 22% | £411m | 1.4m | 1,139m hrs | 10.5m | 93% | 33.8% | 3.0m |
| +9% points on 2021 | +18% on 2021 | +17% on 2021 | +9% on 2021 | +6% on 2021 | Flat on 2021 | +0.7% points on 2021 | +25% on 2021 |
| 2026 Target | 2026 Target | 2026 Target | 2026 Target | 2026 Target | 2026 Target | 2026 Target | 2030 Target |
| Grow to 30% of ITV Studios total | More than double (compared to | Double (compared to 2021) to | Double (compared to 2021) to 2bn | Double (compared to 2021) to | Maintain a share of at least 80% | Maintain at 33% | Grow to 10‑12m |
| revenue, an increase from our | 2021) to at least£750m | 2.5m | hours | 20m |  |  |  |

previous 2026 target of 25%

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 2020 |  | 8.4 |  | 2020 | 93 | 2020 | 32.8 | 2020 | 1.6 |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 2021 |  |  | 9.9 | 2021 | 93 | 2021 | 33.1 | 2021 |  | 2.4 |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 2022 10.5 |  |  |  | 2022 93 |  | 2022 33.8 |  | 2022 3.0 |  |  |  |
| 2019 | 6 |  |  | 2019 | 202 |  |  | 2019 | 0.5 |  |  | 2019 | 839 |  | 2019 2019 2019 2019 | 0.9 | 8.3 | 33.8 96 |  |  |  |  |  |  |  |  |  |  |
| 2020 |  | 10 |  | 2020 |  | 248 |  | 2020 |  | 0.9 |  | 2020 | 856 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | ITV plc Annual Report and Accounts 2022 |  |  |  | 27 |
| 2021 |  |  | 13 | 2021 |  |  | 347 | 2021 |  |  | 1.2 | 2021 |  | 1,048 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| 2022 22 |  |  |  | 2022 411 |  |  |  | 2022 1.4 |  |  |  | 2022 1,139 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

STRATEGIC REPORT OPERATING AND FINANCIAL PERFORMANCE REVIEW
## Operating and Financial Performance Review
### Key financial highlights
### ITV delivered a strong operational performance in 2022
Group external revenue
### acrossbothourITV Studios and Media & Entertainment (M&E)
## divisionsandcontinues to make good progress in the £3,728m
## secondphaseof our More Than TV strategy. We further +8% vs 2021
(2021: £3,453m)
### strengthened ITV Studios creatively and delivered strongrevenue
(2020: £2,781m)
### growth, ahead of the market. In M&E we successfully launched
Total advertising revenue
### ITVX,our new, free, ad‑funded streaming platform; achieved the
## second highest total advertising revenues in our history; and are £1,931m
## ‑1% vs 2021
### ontrack to deliverat least £750 million of digital revenues by 2026.
(2021: £1,957m)
(2020: £1,577m)
Total non‑advertising
revenue
## £2,414m
## +16% vs 2021
(2021: £2,085m)
(2020: £1,683m)
Group Adjusted EBITA
## £717m
## ‑12% vs 2021
(2021: £813m)
(2020: £573m)
Statutory operating profit
## £519m
## 0% vs 2021
(2021: £519m)
(2020: £356m)
Adjusted EPS
## 13.2p
## ‑14% vs 2021
(2021: 15.3p)
(2020: 10.9p)
Statutory EPS
## 10.7p
## +14% vs 2021
(2021: 9.4p)
(2020: 7.1p)
Net debt
Nolly produced by

| Quay Street | Financial highlights |  |  |  |  |  |  | £623m |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Productions, an |  |  |  |  |  |  |  | (2021: £414m) |
|  |  | 2022 | 2021 | Change |  | Change |  |  |
| ITVStudios label, |  | £m | £m |  | £m |  | % | (2020: £545m) |
| launched exclusively | ITV Studios 2,096 1,760 336 19 |  |  |  |  |  |  |  |
| on ITVX in |  |  |  |  |  |  |  | We use both statutory and |

M&E 2,249 2,282 (33) (1)
February2023 adjusted measures in our
Total Revenue 4,345 4,042 303 7
Operating and Financial
Internal supply (617) (589) (28) (5)
Performance Review. See
Total external revenue 3,728 3,453 275 8 APMs on page 57 for a full
ITV Studios adjusted EBITA 259 213 46 22 reconciliation between our
statutory and adjusted results.
M&E adjusted EBITA 464 598 (134) (22)
Adjusted EBITA 723 811 (88) (11)
Profit in stock (6) 2 (8) (400)
Group adjusted EBITA 717 813 (96) (12)
Group adjusted EBITA margin 19% 24% (5% pts)
Adjusted EPS (p) 13.2p 15.3p (2.1p) (14)
Statutory EPS (p) 10.7p 9.4p 1.3p 14
28 ITV plc Annual Report and Accounts 2022
STRATEGIC REPORT OPERATING AND FINANCIAL PERFORMANCE REVIEW
Paris Police 1905 is an acclaimed French
drama series, produced by Tetra Media
Studios, an ITV Studioslabel
costs to deliver our strategy. In addition,
there were £24 million of property costs
relating to the London office move to
Broadcast Centre and the impairment of
assets following the decision to reduce our
property footprint in the US (see note 2.2 to
the financial statements for further detail).
Adjusted financing costs were down
year‑on‑year at £26million (2021:
£31million), reflecting lower levels of gross
debt in the year. Statutory net financing
costs were also down year‑on‑year at

| Group financial overview | M&E costs were up £101million to | £26million (2021:£50million), largely due |
| --- | --- | --- |
| We measure performance through a range | £1,785million (2021: £1,684million), | to interest payable on exceptional earnout |
| of metrics, particularly through our | reflecting a significant increase in content | costs relating to acquisition‑related |
| alternative performance measures (APMs) | spend, including the launch of ITVX and the | expenses in the prior year. |
| and KPIs, as well as statutory results, all of | return to a full schedule compared to the |  |
| which are set out and defined in this report. | prior year which was impacted by the | Our adjusted tax rate was 20.1% (2021: 19.9%) |
| Unless otherwise stated, the following | COVID‑19 pandemic. Content spend was | and statutory effective tax rate was 13.2% |
| commentary is based on adjusted metrics. | lower than company guidance due to | (2021: 19.2%). |

changes in the schedule as a result of the

| Total ITV revenue increased by 7% to |  | passing of Her Majesty Queen Elizabeth II |  | Adjusted EPS decreased by 14% to 13.2p |
| --- | --- | --- | --- | --- |
| £4,345million (2021: £4,042 million), with |  | and fewer England Internationals ahead of |  | (2021: 15.3p). Statutory EPS increased |
| external revenue up 8% at £3,728million |  | the FIFA World Cup. Overall, our investment |  | 14%to 10.7p year‑on‑year (2021: 9.4p). |
| (2021: £3,453 |  |  | in data, technology, | Seethe Finance Review for further detail. |
| million). Both total |  |  | content and launch |  |
| revenue and |  |  | of ITVX was slightly | Our profit to cash conversion (which is an |
| external revenue | ITV delivered a strong |  | below previous | APM) in 2022 was 75% (2021: 80%) and we |
| were up over 10% |  |  | guidance in 2022. | have £280 million of free cash flow. At |
| compared to the | operational |  | However, we still | 31December2022 our net debt was |
| pre‑COVID‑19 |  |  | expect that 2022 | £623million (31December2021: £414million) |
| pandemic revenue | performance in 2022, |  | and 2023 | and our net debt to adjusted EBITDA was 0.8x |
| in 2019 (2019: total |  |  | investment | (31December2021: 0.5x) (see Finance |
| revenue £3,885 | across both our ITV |  | combined remains | Review for more detail). We have good access |
| million, external |  |  | as previously guided. | to liquidity with cash and committed |

## Studios and M&E
revenue £3,308 undrawn facilities totalling £1,098 million
million). Total We delivered (31December 2021: £1,514million),
## divisions and continue
non‑advertising £23million of including total cash and cash equivalents
revenue was up 16% permanent costs of £348million at 31stDecember2022
## to make good progress
to £2,414million savings in the year, (31December 2021: £736 million, including
(2021: £2,085 across the business, restricted cash of £50 million).
## in the second phase of
million). which included
headcount savings Reflecting ITV’s strong operational and
## our More Than TV
ITV Studios revenue from changes in our financial performance in the year, and in line
was up 19% at operating model in with previous guidance, the Board intends to
## strategy.

| £2,096million |  | M&E and property | propose a final dividend of 3.3p, giving a full |
| --- | --- | --- | --- |
| (2021: £1,760 |  | footprint, | year dividend of 5.0p for 2022. The Board |
| million) as we delivered a wide range of new | contractual negotiations and a permanent |  | intends to declare a full year ordinary |
| and returning programmes globally, with a | reduction in some discretionary spend. We |  | dividend of at least 5.0p in 2023 which it |
| £56 million favourable revenue impact from | have delivered £106million of cumulative |  | expects to grow over time whilst balancing |
| foreign exchange in the period. ITV Studios | cost savings since 2018 and have |  | further investment behind our strategy and |
| adjusted EBITA increased 22% to £259m, | overachieved against our target to deliver |  | our commitment to investment grade |
| which includes a £5 million favourable | £100million of cumulative cost savings by |  | metrics over the medium term. |
| impact from foreign exchange. | the end of 2022. In addition, we have a |  |  |
|  | further cost saving target of £50 million, |  | We are mindful of the macroeconomic |
| M&E total revenue was down 1% in the year | which we will deliver by 2026. |  | uncertainty and remain focused on tightly |
| at £2,249million (2021: £2,282 million). This |  |  | managing our costs and cash flow while |
| decrease was predominantly driven by total | Group adjusted EBITA decreased by 12% |  | continuing to invest in delivering our |
| advertising revenue which was down 1% to | to£717million (2021:£813million), with |  | priorities. Our robust financial position |
| £1,931million (2021: £1,957 million) as | increased spend in content and ITVX |  | allows us to do this while delivering returns |
| expected against tough comparatives. | investment. |  | for shareholders. |

Digital revenue, which includes revenue

| from digital advertising, digital sponsorship | Operating exceptional items, before |  | A range of scenarios reflecting ITV’s |  |
| --- | --- | --- | --- | --- |
| and our subscription services, was up 18% | exceptional finance costs, were £65 million |  | principal risks has been modelled and |  |
| in the period to £411million | (2021: £196million) and include |  | considered in the assessment of ITV’s |  |
| (2021:£347million). We had a strong | restructuring and reorganisation costs of |  | longer‑term viability. Refer to page93 for |  |
| programming slate, and continued to | £28million, relating to one‑off |  | further detail. |  |
| deliver both mass audiences and a record | restructuring projects, stemming from the |  |  |  |
| level of streaming with total streaming | Group‑wide commitment to reduce the |  |  |  |
| hours up 9% to 1,139million hours. | overhead cost base, and reorganisation |  |  |  |
|  |  | ITV plc Annual Report and Accounts 2022 |  | 29 |

STRATEGIC REPORT OPERATING AND FINANCIAL PERFORMANCE REVIEW CONTINUED
## ITV
## STUDIOS
### ITV Studios is a scaled and diversified business, by genre, geography and
### customer, in the key creative markets around the world. It is the largest
### producer of TV and streaming content in the UK, as well as one of the
### largestproducers in Europe and one of the largest independent unscripted
### producers in the US. With a combined content library of over 90,000hours,
### itis also one of the pre‑eminent global distributors.
30 ITV plc Annual Report and Accounts 2022
While some estimates of the rate of growth in global demand for content have slowed, we continue to expect demand to grow in 2023 and over the medium term. And ITV, as a diversified business with a strong track record for delivering successful scripted and unscripted programmes, across a range of budgets is well placed. We continue to expect to deliver total ITV Studios revenue growth of an average at least 5% per annum to 2026 and growth ahead of the market.

Growing UK and global productions is central to ITV's More Than TV strategy. ITV Studios ambition is to be a leading force in the creation and ownership of intellectual property (IP), global content production and distribution.

We are achieving this by focusing on our four strategic pillars as follows:

1. Growing our scripted business to meet the significant growth in demand globally
2. Growing our global formats business in order to maximise the monetisation of high-value formats
3. Further diversifying our customer base to capture the growth in content spend from local and global streaming platforms
4. All of which is underpinned by our ability to attract and retain leading talent

This puts ITV Studios in a strong position to be able to continue to take advantage of the growth in the demand for content globally and for ITV Studios to grow ahead of the market.

A Spy Among Friends, a cold-war drama, starring Guy Pearce and Damian Lewis, launched exclusively on ITVX in December 2022

Loaded in Paradise a reality game show, launched on ITVX in December 2022. It is produced by TwoBox, an ITV Studios label

## Growing our scripted business

Whilst unscripted content production remains important to ITV Studios, growing our scripted business is one of our key strategic priorities in order to meet the significant growth in demand for scripted content globally.

Scripted content is key to platforms (both free-to-air and streamers) attracting and retaining viewers and subscribers. This together with the significant increase in the number of streamers over recent years, has meant we have seen strong growth in the number of original scripted commissions in the UK and US as well as in Europe. Whilst content spend growth from streaming platforms is expected to slow compared to recent years, it will still continue to grow and is expected to make up 33% of the overall market by 2026 (Source: Ampere Analysis, Sept 2022). Furthermore, we are seeing rising demand for locally produced, non-English language scripted content. We expect this trend to continue and ITV Studios, with its global production presence, is well-placed to serve this growing demand.

Our scripted labels are creating and producing high-quality content with global appeal for free-to-air (FTA) and streaming platforms. In the UK this includes: Mammoth Screen, creators of The Serpent, McDonald & Dodds, Victoria, and Noughts & Crosses. World Productions creators of Line of Duty, Vigil, Karen Pirie and Bodyguard, and Quay Street Productions, creators of Nolly.

Our established international scripted businesses are also performing well. Cattleya in Italy and Tetra Media Studio in France create and produce long-running and new critically acclaimed foreign-language dramas, including Paris Police 1905 and Balthazar in France, and Summertime and Suburra in Italy. Our international scripted labels, Lingo Pictures in Australia, Windlight Pictures in Germany and Cattleya Producciones in Spain, as well as our majority stake in Appletree Productions in

Denmark (Blackwater for SVT), further strengthen our scripted pipeline. ITV Studios America is also seeing good momentum in its creative pipeline, with Franklin (working title) commissioned for AppleTV+ for delivery in 2023, alongside output from recent talent deals coming through, such as Ten Year Old Tom from Work Friends, which returns for a second series in 2023, and Physical 53 from Tomorrow Studios, which returns for a third series in 2023. We now have more scripted hours in production in the US than ever before. In 2022, high-end scripted hours increased significantly, up 58% to 276 hours. By 2026, we expect to produce 400 hours of high-end scripted content.

Global Distribution plays a key role in growing scripted value across the business. Global Distribution invests around £50 million each year (equating to around 200 hours of new scripted programming) in ITV Studios-produced content and selective third-party content (including international spy drama Harry Palmer: The Ipcress File) to acquire the distribution rights, leaving the integrated producer-distributor relationship enables Global Distribution to make effective investment decisions around content funding. By finding co-production partners and licensees around the world for our scripted catalogue (of more than 22,000 hours), Global Distribution maximises the value of these projects over a long-term sales lifecycle.

## Growing our Global Formats business

Our Global Formats business monetises our portfolio of some of the world's most successful entertainment formats that travel internationally, as well as maximising commercial opportunities from our IP. We are focused on driving growth across our unscripted offering by monetising our existing high-value formats effectively as well as supporting the creation of new global formats.

Our portfolio of world-class brands include (number of countries the format has been sold to date): The Voice (72 countries), Love Island (26 countries), The Chase (39 countries), Come One With Me (46 countries), Hell's Kitchen (25 countries) and I'm A Celebrity...Get Me Out Of Here! (28 countries). These formats continue to sell in new territories and generate strong mass audiences for our clients. They are increasingly attractive to customers, both traditional broadcasters and streamers alike, looking to bolster their slate with cost-effective content which has a track record for performing well with audiences.

![img-4.jpeg](img-4.jpeg)

ITV plc Annual Report and Accounts 2022

ITV MEDIA REPORT: SPECTING AND FINALING PROGRESS IN THE CONTINUED

31
STRATEGIC REPORT OPERATING AND FINANCIAL PERFORMANCE REVIEW CONTINUED

|  | As well as protecting our biggest brands, | In the US, we have strengthened our |
| --- | --- | --- |
| Scripted | weare also focused on expanding our | relationships with streaming platforms, |
|  | franchises with successful spin‑offs which | having both scripted and unscripted |
|  | allows us to constantly evolve existing | development projects and commissions in |
|  | formats. Examples include: The Voice | place with all the major platforms. In 2022, |
|  | which now has six spin‑off versions; The | nearly a third of US unscripted and scripted |
|  | Chase which has four spin‑off versions | revenues came from streamers. Our UK and |
|  | including Beat the Chasers; and Come | international studios (aside from Italy) have |
|  | DineWith Me also with four spin‑off | historically been more reliant on local |
|  | versions including Couples and | broadcasters, but they continue to develop |
|  | Professionals versions. We are also | their relationships with these platforms, |
|  | exploring the increased use of production | with 14% of revenues from each division |
|  | hubs and remote recording studios. | coming from streamers in 2022. |

Production hubs allow us to reduce the cost

| per hour by amortising set up costs across | In 2022, we significantly increased our |
| --- | --- |
| back‑to‑back productions of the same | percentage of total revenues from |
| format, which enables us to offer more | streaming platforms to 22%, from 13% |
| clients access to world‑class brands in a | in2021. Following this success, we have |
| cost‑effective and safe environment. For | increased our 2026 target from 25% to 30%). |

### Unscripted

| example, Love Island currently has two | Scripted and unscripted programmes |
| --- | --- |
| established production hubs in Gran | delivered to streamers in 2022 included |
| Canaria and the Dominican Republic. | The Reluctant Traveller for Apple TV+, |

Snowpiercer S3 for Netflix, and Love Island
While more established formats and US S4 for Peacock.
corresponding spin‑offs continue to
perform well, it can be more difficult to New commissions for future broadcast by
gaintraction with new formats. However, streamers include Franklin (working title)
several new formats have recently been for Apple TV+, ‘Squid Game: The Challenge’
commissioned in our UK, US and for Netflix (a co‑production between Studio
international production bases that have Lambert and ITV Studios label, The
the potential to be future global hits. These Garden) and Fifteen‑Love for Amazon
include formats, such as My Mom, Your Dad Prime along with several other titles in
(our first global format to originate from the progress with Disney+, Apple TV+, Netflix
US); Loaded in Paradise; and Make Love and Amazon Prime.
Fake Love (also known as Ready To Mingle

| in the UK). In 2022, across our Global | Whilst further diversifying our customer |
| --- | --- |
| Formats business, we sold 64 (2021:58) | base with streamers is a key strategic |
| different formats internationally, 19 of | priority for ITV Studios, this will require |
| which were sold to three or more countries | careful management of our working capital |
| (2021:15). By 2026, we expect to have | as streamers typically expect extended |
| 20such formats, with a view that one of | payment profiles. In some instances, it may |
| these may be a significant new format like | also limit the ability for us to maintain all |
| The Voice or Love Island. | the rights for high‑value scripted titles as |

streamers usually want worldwide
Through our Global Distribution business, distribution rights for original commissions,
we are focused on exploiting our 68,000+ in return for a premium fee on commissions.
hour library of global unscripted content
### Core TV
### assets and maximising the value of primary Attracting and retaining
and secondary windows with FTA, Pay TV
### leadingtalent
and streaming platform customers. In
A key part of ITV Studios investment strategy
addition, our Global Entertainment and
and pivotal to the business’s success is its
Creative Network teams actively tap into
ability to attract and retain the best creative
market intelligence locally, such as
talent. ITV Studios offers talent a blend of
indications around market trends, and feed
creative independence, an entrepreneurial
this back to the ITV Studios teams, to
culture, the resources of a global studio
inform ITV Studios latest thinking around
business, such as access to ITV Studios
what the next potential hit format could be.
significant catalogue and in the UK, the
This is another way in which having Global
benefit of being a vertically integrated
Distribution and Formats embedded in ITV
producer broadcaster and streamer.
Studios is incredibly valuable.
At our 2022 interim results, we announced
### Further diversifying our the acquisition of a majority stake in
### customerbase Plimsoll Productions, the largest
As the demand from global and local independent producer of natural history
streaming platforms grows, this presents a programmes in the world and a growing
significant opportunity for ITV Studios to premium factual producer. The producer is
further diversify its customer base. Whilst behind series including, Tiny World and
streamers’ content spend is not expected to Giant World for Apple+; Hostile Planet for
grow at the same rate as in recent years, we Disney+; Night on Earth for Netflix; and
expect content spend from streamers will AYear on Planet Earth for ITV, Tencent in
continue to grow in the medium‑term and it China, Fox Nation in the US and Ard Group
remains a key pillar of ITV Studios strategy. in Germany. The acquisition enables ITV
Studios to capitalise on the growing
demand for natural history and factual
32 ITV plc Annual Report and Accounts 2022
STRATEGIC REPORT OPERATING AND FINANCIAL PERFORMANCE REVIEW CONTINUED
Ready to Mingle (also known
asMake Love Fake Love
internationally) is an ITV Studios
unscripted format, which has
travelled to three countries so far
My Mom, Your Dad is an ITV
Studios unscripted format,
originating from ITV America,
and has been commissioned
in ten countries in its first year
programming, further diversify its customer
base and strengthening its relationships
with streamers. The acquisition completed
on the 1 July 2022.
In July 2022, we also announced that
globally renowned drama producer and TV
executive, Ben Stephenson, joined ITV
Studios to set up a new transatlantic drama
label, Poison Pen Studios. Previously, he
was Head of Television at Bad Robot
Productions, with notable hits including
multi‑series sci‑fi title Westworld for HBO
and Little Voice for AppleTV+.
In November 2022, ITV announced the
acquisition of a majority stake in Australian
producer Lingo Pictures, an international
scripted label. Lingo’s recent productions
include season two of The Secrets She 2022 2021 Change Change
Twelve months to 31 December £m £m £m %
Keeps for Paramount+, BBC One and
ITV Studios UK 822 683 139 20%
Sundance/AMC as well as the second

| season of Upright, which was nominated for | ITV Studios US 467 372 95 26% |
| --- | --- |
| Best International Drama at the Edinburgh | ITV Studios International 465 407 58 14% |
| TV Awards. Upcoming projects include | Global Formats and Distribution 342 298 44 15% |

Queen of Oz, a comedy starring and
Total ITV Studios revenue 2,096 1,760 336 19%
co‑written by comedian Catherine Tate,
Total ITV Studios costs (1,837) (1,547) (290) (19%)
commissioned by BBC One in the UK and
*
Total ITV Studios adjusted EBITA 259 213 46 22%
Prosper for Australian streaming service
Stan and Lionsgate. In total, Lingo Pictures ITV Studios adjusted EBITA margin 12.4% 12.1% – 0.3% pts
will produce five series in 2023. * Includes the benefit of production tax credits. ITV Studios adjusted EBITA for 2021 has been restated to remove the
unrealised profit in stock adjustment as this is an adjustment required on consolidation only. The launch of ITVX in
the M&E division is likely to increase the levels of content held on the Statement of Financial Position, potentially
ITV’s new labels set up through our recent
requiring a larger profit in stock adjustment and therefore management believes the adjustment should be
talent deals have delivered an impressive
recorded at a consolidated level only. Refer to Alternative Performance Measures on page 57 for key adjustments
slate of programmes, including Nolly from
to EBITA and adjusted EBITA.
Quay Street Productions for ITVX (launched
in 2023) and You & Me from Happy Prince. 2022 2021 Change Change
Twelve months to 31 December £m £m £m %
Sales from ITV Studios to M&E 611 583 28 5%
### ITV Studios financial
External revenue 1,485 1,177 308 26%
### performancein 2022
ITV Studios saw strong revenue growth Total ITV Studios revenue 2,096 1,760 336 19%
in2022, with total revenue up 19% to
£2,096million (2021:£1,760million), 2022 2021 Change Change
Twelve months to 31 December £m £m £m %
andexternal revenue up 26% to £1,485
1

| (2021:£1,177million), with growth across all | Scripted |  | 723 505 218 43% |
| --- | --- | --- | --- |
| ITV Studios divisions. Total organic revenue | Unscripted 1,038 948 90 9% |  |  |
| at constant currency was up 14% (our |  | 2 |  |
|  | Core ITV | and Other 335 307 28 9% |  |

definition of constant currency excludes
Total ITV Studios revenue 2,096 1,760 336 19%
acquisitions and assumes exchange rates
1 Includes high‑end scripted and other scripted revenues
remain consistent with 2021), with a
2 Core ITV includes the soaps and daytime shows produced by ITV Studios for ITV1
£56million favourable revenue impact
fromforeign exchange in the period.
ITV plc Annual Report and Accounts 2022 33
STRATEGIC REPORT OPERATING AND FINANCIAL PERFORMANCE REVIEW CONTINUED
### ITV Studios UK
As the largest producer of content in the UK,
ITV Studios UK has a diverse range of
scripted and unscripted titles for
broadcasters and streaming platforms. The
business is built upon many long‑running
and recurring titles, the majority of which are
sold to the M&E business for transmission
on ITV’s family of channels, ITVX and BritBox
UK. The core portfolio includes daytime
programmes such as Good Morning Britain,
This Morning, Loose Women; the soaps:
Coronation Street and Emmerdale; and
entertainment programmes such as The
Voice, Love Island and I’m A Celebrity…Get
Me Out Of Here!. ITV Studios UK’s share of
original content on ITV1 and ITVX was down
at 65% (2021:70%), however, this was
based on a higher available year‑on‑year
content spend budget in 2022.
In 2022, ITV Studios UK revenue was up
20% to £822million (2021:£683million),
Fifteen‑Love is a tennis drama,
and up 16% on an organic basis. Internal
produced by World Productions, an
sales to M&E was up 5% in the year, driven
ITV Studios label, for Amazon Prime
by dramas, such as A Spy Among Friends
and Maternal; and entertainment shows
such as Loaded In Paradise. Internal
deliveries in the first half of 2023 include
Love Island, Dancing on Ice and Vera.
Revenue from productions for non‑ITV
channels in the UK increased by 74%, with
new and returning programmes including
The Outlaws and Shetland for the BBC; and
Countdown and Come Dine With Me for
Channel 4. Off‑ITV deliveries in the first half
of 2023 include Fifteen‑Love for Amazon
Prime and World On Fire S2 for theBBC.
### ITV Studios US
ITV Studios US is a scaled production
business, providing content to all the major
networks and cable channels in the US,
along with every major streaming
platforms. It has a good foundation of core
programmes, including unscripted titles
with multiple seasons and a high volume of
episodes, and premium scripted content,
Franklin (working title) is a which has enabled the business to grow its
limitedevent series, starring presence significantly in a highly
MichaelDouglas, and produced by competitive market.
ITV Studios America for AppleTV+
ITV Studios US total revenue grew by 26% to
£467million (2021:£372million) and 13%
to£419million when adjusted for the

| When compared to 2019, prior to the | includes a £5million favourable impact | favourable foreign exchange impact, driven |
| --- | --- | --- |
| COVID‑19 pandemic, total ITV Studios | from foreign exchange. In 2022, there were | by both scripted and unscripted titles. |
| revenue was up 15% (2019: £1,830million) | £7million of cost savings. The ITV Studios | Within ITV Studios America (scripted), the |
| and external revenue was up 18% | margin continues to be impacted by costs | increase was predominantly driven by |
| (2019:£1,257million) (both 2019 balances | associated with health and safety protocols | deliveries of Let The Right One In to |
| have been restated to reflect the | due to the COVID‑19 pandemic and | Showtime and Physical S2 to Apple TV+. |
| reclassification of gaming, live events | inflation in the production sector. To help | ITV America (unscripted) saw the delivery of |
| andmerchandising from M&E). | mitigate this we are looking at our property | almost 500 hours of content, including new |
|  | footprint, using technology and data to | titles such as Bullsh*t The Game Show for |
| Reflecting our presence in key global | drive cost and revenue efficiencies and | Netflix, along with returning titles, such as |
| production markets, 60% of ITV Studios | taking further steps to digitise our | Love Island US S4 for Peacock, The Chase S3 |
| revenue was generated outside the UK | production processes by using cloud and | for ABC and Hell’s Kitchen S21/22 for FOX. |
| (2021:57%). | remote editing more routinely. We remain |  |

committed to our adjusted EBITA margin

| ITV Studios adjusted EBITA was up 22% | guidance of 13% to 15% from 2023 but given |
| --- | --- |
| year‑on‑year at £259million | the cost pressures, the margin will be at the |
| (2021:£213million), with the adjusted | lower end of the range in the shorter term |
| EBITA margin at 12.4% (2021:12.1%), which | as previously guided. |

34 ITV plc Annual Report and Accounts 2022
STRATEGIC REPORT OPERATING AND FINANCIAL PERFORMANCE REVIEW CONTINUED

| The development and commissioning | Revenue within ITV Studios International | 2023 should see an increased pipeline ofnew |
| --- | --- | --- |
| pipeline for ITV Studios US in 2023 is strong; | increased by 14% to £465million | content for Global Distribution, including |
| both ITV Studios America and ITV America | (2021:£407million), and by 15% to | AYear on Planet Earth, new series of Love |
| have a number of projects in production or | £468million when adjusted for the | Island (including international versions), |
| under development with existing and | unfavourable impact of foreign currency. | Fifteen‑Love and Vigil S2 along with returning |
| emerging streaming platforms as well as | Growth was driven by deliveries including | scripted titles such as Snowpiercer. |
| other traditional platforms. For ITV Studios | I’mA Celebrity…Get Me Out Of Here! from |  |
| America, this includes Franklin (working | ITVS Germany and Cosmic Love from ITVS | Our Global Formats business has continued |
| title) and Physical S3 for AppleTV+. Within | France as well as Blackwater from | to strengthen its portfolio of successful |
| ITV America, deliveries expected in 2023 | AppleTree Productions and part‑delivery | entertainment and factual entertainment |
| include Love Island US S5 for Peacock, in | ofDiana from Cattleya. | formats, with 19 formats sold in three or |
| addition to three new series for both Hulu |  | more countries during the period (2021:15). |
| and Roku, two new series for Amazon Prime | In 2023, we will continue to focus on growing | These included titles such as Love Island, |
| and one new series for Netflix. | our international scripted business to allow | Let Love Rule and Come Dine With Me. In |
|  | us to benefit from the increasing demand for | addition to the formats already mentioned, |
| ITV Studios International | locally produced content with global appeal. | new formats expected to sell internationally |
| ITV Studios International has production | Deliveries expected in 2023 include The | in 2023 include I Kissed A Boy, Project Icon, |
| bases in Australia, Germany, France, the | Messenger and Prosper from Lingo Pictures. | and Scared of the Dark. |

Netherlands, the Nordics, Italy, Spain and

| Israel where we produce original scripted | Global Formats and Distribution | Our Global Formats and Distribution |
| --- | --- | --- |
| and unscripted content, as well as local | Global Formats and Distribution revenues | business also continues to monetise our |
| versions of key formats developed through | were up 15% to £342million (2021: | successful formats through commercial |
| our Global Formats business. Growing our | £298million), and by 11% to £331million | licence deals across gaming, live events |
| European scripted business allows us to | when adjusted for the favourable impact | and merchandising. Examples include |
| benefit from the increasing demand for | offoreign currency. Our Global Distribution | TheChase online games, Coronation Street |
| locally‑produced content with global | business benefited from the international | The Tour and the Love Island water bottles. |
| appeal, and we have scripted projects in | distribution of titles, such as Harry Palmer: | In 2022, we made the decision to close the |
| production and development with Amazon | The Ipcress File, Ten Year Old Tom, and | I’m A Celebrity...Get Me Out Of Here! Jungle |
| Prime, Netflix, Paramount+, and Disney+, as | Noughts and Crosses. Finished tape sales | Challenge Attraction but will continue to |
| well as local streamers, such as Videoland | of unscripted formats were also strong, | explore opportunities in this area, to |
| in the Netherlands, Stan in Australia and | including Love Island and Hell’s Kitchen, | maximise the returns on our IP. |
| Viaplay in the Nordics. | delivering across multiple territories. |  |

The Messenger is an eight‑part drama from
Australian producer Lingo Pictures, which was
acquired by ITV Studios in November 2022
Physical from Tomorrow Studios, an ITV Studios
label, returned for its second series in 2022
ITV plc Annual Report and Accounts 2022 35
STRATEGIC REPORT OPERATING AND FINANCIAL PERFORMANCE REVIEW CONTINUED
## Media &
## ENTERTAINMENT
### Media & Entertainment (M&E) has two business units – Streaming and
### Broadcast. Themarketcontinues to evolve rapidly which provides both
### opportunities and threats. Ourstrategy is focused on taking advantage
### ofthe changes we are seeing in the viewingandadvertising landscape
### aswe aim to retain existing, and attract new viewers and advertisers.
36 ITV plc Annual Report and Accounts 2022
ITV offers viewers the choice of watching our content whenever and however they want, either through our streaming platform or on our linear channels. The key is brilliant content which ITV has a strong track record for delivering. ITV provides advertisers with both valuable mass simultaneous reach on its linear channels and targeted advertising at scale through its streaming platform, both in a brand safe and measured environment.

Through our Streaming business, we operate ITVX, our new, free, ad-funded streaming platform with a compelling premium tier (which combines ITV Hub, ITV Hub+ and BritBox UK). ITVX leverages our investments to date in ITV Hub, BritBox UK, Planet V and data to drive digital viewing and revenue growth with a significant increase in investment in content. It will significantly strengthen our offering to viewers – making it a destination rather than a catch up service. For advertisers it delivers valuable addressable audiences at scale and our established data and analytics capabilities will drive higher-value, data-driven pricing models.

Through our Broadcast business, we operate the largest family of free-to-air commercial TV channels in the UK. They offer unique audience scale and reach, as well as targeted demographics demanded by advertisers. In spite of the growth in streaming viewing, linear broadcast remains important to our viewers and advertisers. We will optimise Broadcast to maintain our USP of delivering mass audiences for advertisers by investing in live content, such as sports rights and large entertainment shows, as well as continuing to invest in dramas. In addition, we will continue to build more strategic and creative partnerships with advertisers who highly value these large audiences to build their own brands.

Riches is a six-part drama, which launched exclusively on ITVX in December 2022

Maternal is a medical drama, starring Parmenier Nagle, which broadcast on ITV in January 2023

## Growing and enhancing our streaming proposition ITV Hub and ITVX

Investment in ITV's streaming platforms is a key part of ITV's More Than TV strategy, with the improvements in the user experience, scale and quality of content and the launch of ITVX reflected in the strong performance in our key performance indicators. Our Streaming KPIs are the key drivers of growing our digital revenues, measuring the increasing scale of our advertising inventory through streaming viewing hours; our reach which is so valuable to advertisers through our monthly active users and the number of subscribers for our premium ad-free tier.

Monetisable streaming hours on our owned and operated platforms were up 18%. This was offset by a 22% decline in viewing on other streaming services such as Sky and Virgin, where we have taken the strategic decision to reduce the availability of pre-transmission drama drops and box sets, since we cannot serve and monetise dynamic advertising. This decision does not reduce existing revenues. Over time, we anticipate that we will see this viewing move to ITVX and be more effectively monetised. The transitional impact of this decision drives the difference between total streaming hours and monetisable streaming hours. In total, streaming hours were up 9% in the year to 1,139 million (2021: 1,048 million).

Monthly active users (MAsis) were up 6% to 10.5 million (2021: 9.9 million).

During the year we strengthened the content offering and number of hours available and enhanced the user experience with a redesigned Hub interface which has attracted greater viewing and breadth of users. The number of hours of free content has grown from 4,000 in December 2021 to 7,500 in June 2022 (on ITV Hub) to 12,000 hours (as well as an additional 1,000 hours of content on ITVX's subscription-funded premium tier) by the end of December 2022 (on ITVX). During the year we made the majority of dramas available in full on the ITV Hub when the first episode was launched on linear. To attract new viewers,

we licensed new and different content, such as the Warner content, including titles such as The Sex Lives of College Girls, The OC, and One Tree Hill.

We saw strong simulcast viewing with hours up 21%, as more viewers used ITV streaming platforms as a destination for live viewing via connected TVs and streaming devices, particularly for the swaps, Love Island, dramas and FIFA World Cup. 2022 saw the number of programmes getting a million or more viewers on ITV streaming platforms increase by 6% year-on-year. In the last week of November, ITV recorded its best ever seven days of streaming with 106 million streams across the week, driven by the final week of I'm A Celebrity...Get Me Out Of Here! and 18 World Cup matches. Dwell time on ITV streaming platforms, which measures the average time spent viewing per session across all platforms, was up 15% in the year.

In November 2022 we started to roll-out ITVX, our new, free, ad-funded streaming service (with a premium subscription proposition) with the full content launch in December with 18,000 hours of content (including 7,000 hours in the premium tier). This included the new and exclusive content to complement the library content built up over the year. We worked successfully with our distribution partners to ensure that ITVX was widely available at launch.

ITVX combines ITV Hub, ITV Hub+ and BritBox UK and is a step change, creating a destination for viewers rather than a catch up service, and attracting those audiences who do the majority of their viewing on digital services. The streaming platform offers viewers a weekly new and exclusive premier; one of the UK's largest free film library with over 250 films as well as over 150 hours of documentaries including a dedicated true crime collection; box sets made available in their entirety at the same time as linear transmission; 20 FAST channels; acquired content, content partnerships and archive content; as well as our six linear channels; all powered by our one content budget across linear and streaming.

![img-5.jpeg](img-5.jpeg)

ITV plc Annual Report and Accounts 2022

ITV Hub and ITVX: PROVIDING AND FUNDING PERFORMANCE IN THE CONTINUED
STRAITONE BUY-OUT: HOLDING AND FISHING AND BOTTLE CONTINUED

![img-6.jpeg](img-6.jpeg)

Stonehouse is ITV's biggest new drama so far in 2023 attracting an average of 4.8 million viewers

The Masked Singer returned to screens in January 2025 with over 6 million viewers. It is the most watched entertainment show on any channel so far

ITVX Premium, our subscription proposition combines ITV Hub+ and BritBox UK, offering an additional 1000 content hours, all ad-free. BritBox UK also continues as a standalone service. UK streaming subscriptions continued to grow in 2022, up 17% to 1.4 million (31 Dec 2022: 1.2 million) and is in line with our plan. Within this, ITVX had 0.7 million subscriptions, with the remainder coming from BritBox UK.

We are very pleased with the performance of ITVX in its first two months. ITVX is attracting more viewers, with 1.5 million new registered users; increasing viewing time, with a 69% increase in total streaming hours, and attracting light viewers (the group we call mainstreamers), who are harder to reach, with a 94% increase in streaming hours. In addition, we saw a 109% increase in streaming hours amongst the 16-34s demographic.

Although ITVX has now launched, it will continue to evolve with new weekly exclusive premieres, including new drama Nolly starring Helena Bonham Carter; true crime series Social Media Murders; and comedy series Deep Fake Neighbour Wars. There will be further investment to enhance the user experience and features including deeper personalisation across the viewer experience, improvements in search and content categories, as well as advanced data analytics and A/B testing to further optimise viewing performance.

![img-7.jpeg](img-7.jpeg)

### Continuing to deliver unrivalled audiences with high-quality programming

In 2022, ITV continued to inform and entertain the UK nation, providing audiences with high-quality programming across the full range of genres. ITV Family's share of commercial viewing (SOCV) (which is ITV's share of viewing as a proportion of all commercial ad-funded channels in the UK), increased from 33.1% in 2021 to 33.8%.

While we had a strong schedule of drama, entertainment programmes and sport, Total ITV viewing (which combines live viewing of ITV channels, recorded and on-demand, on all devices) declined by 9%, to 13.8 billion hours, impacted by the easing of lockdown restrictions against the tough comparatives of 2021. Total broadcaster TV viewing (live and catch-up viewing to broadcast channels including TV video on demand of all broadcasters) declined by 12% in the year. Total TV set viewing (including advertiser and subscription funded streaming services, YouTube and games consoles) declined by 9%. Total TV set viewing was less than the decline in broadcast TV viewing, driven by a smaller decrease in viewing on subscription streaming platforms during the period (Source: BARB).

14

ITV plc Annual Report and Accounts 2022
STRATEGIC REPORT OPERATING AND FINANCIAL PERFORMANCE REVIEW CONTINUED

| On ITV1, Coronation Street and Emmerdale | SixNations and the 2022 FIFA World Cup. | On ITV3, the target audience ABC1 adults |
| --- | --- | --- |
| maintained their position as the UK’s two | The England v France FIFA World Cup match | share of viewing was broadly flat in the |
| largest soaps. We dominated the big genres | attracted a peak of 23million viewers, | year,with repeats of popular dramas, |
| with three of the top five most‑watched | making it the most watched programme of | including Grace, Vera, Midsomer Murders |
| new dramas including Trigger Point, The | the year on any channel and delivering ITV’s | and Endeavour. |
| Thief, His Wife, and the Canoe and Our | best Saturday night on record. Changes to |  |
| House; successful returning dramas | our national and international evening news | On ITV4, the target audience of males share |
| including Vera and Doc Martin; and four of | went live in March 2022, with our evening | of viewing was flat, with good viewing for |
| the top five most‑watched entertainment | news programme extended from 30 minutes | sport, which included the FA Cup and the Isle |
| shows including I’m A Celebrity…Get Me | to an hour, with even more focus on | of Man TT and some World Cup matches. |
| Out Of Here! (which returned to Australia | reporting from outside of London feeding |  |
| for the first time since 2019 and averaged | into the programme, to reflect the whole of | We have an exciting schedule in 2023 with |
| over 11million viewers, a year‑on‑year | the UK. Our news programming continued | new and returning dramas, including |
| increase of over 3million viewers), The | to perform well in 2022, with our early | Stonehouse, Maternal and Vera; and |
| Masked Singer and Britain’s Got Talent | evening bulletins maintaining a 21% share | returning entertainment including Britain’s |
| (which returned after almost two years). | of viewing year‑on‑year. | Got Talent and The Voice UK, as well as the |
| Our successful factual programming |  | Rugby World Cup. |
| included Kate Garraway: Caring For Derek, | On ITV2, while viewing volumes for individuals |  |
| and Julia Bradbury: Breast Cancer and Me. | was down 12% in line with a decrease in total |  |
| The Martin Lewis Money Show achieved its | broadcaster TV viewing, ITV2’s target |  |
| biggest audience for nearly five years, as he | audience, 16‑34s share of viewing was flat |  |
| helped viewers navigate the cost of living | and SOCV for 16‑34s was up2%, helped by |  |
| crisis. Our daytime shows continued to | a new series, OliviaAtwood: Getting Filthy |  |
| perform well, and we had the return of a | Rich, and the return of the summer series |  |
| fullsport schedule, including the FA Cup, | ofLove Island. |  |

Without Sin is a psychological
thriller starring Vicky McClure,
which launched exclusively on
ITVXin December 2022
Britain’s Got Talent The
Ultimate Magician was a special
edition which showcased the
best magicians from Got Talent
shows globally
ITV plc Annual Report and Accounts 2022 39
STRATEGIC REPORT OPERATING AND FINANCIAL PERFORMANCE REVIEW CONTINUED

| Strong linear and online | With the proven return on investment which | advertising, alongside a strategic media |
| --- | --- | --- |
| advertising proposition | television offers, our Commercial team has | partner. Since its launch, ITV AdVentures |
| ITV offers advertisers the best of both | several initiatives in place to both attract | has made four media for equity |
| worlds, offering both mass simultaneous | new advertisers to ITV and engage existing | investments into geopositioning service |
| reach and targeted advertising, in a | advertisers. These include the following, | what3words, bespoke menswear fashion |
| high‑quality, trusted and measured | which have helped attract nearly 490 new | brand Spoke, wellness digital startup |
| environment across both linear and ITVX. | advertisers to ITV in 2022: | Feel, and online car marketplace carwow, |
| Our significant investment in a broad |  | and subsequently made follow‑on |
| rangeof very popular content drives scale | • ITV AdVentures Ignite is aimed at | investments into what3words and Spoke. |
| and reach in live and streaming viewing. | encouraging digitally native brands to | In addition to these portfolio companies, |
| And ourCommercial team has deep | advertise on television for the first time. | ITV AdVentures has also supported three |
| relationships with clients and a proven | In 2022, we launched new brands | brands, Afrocenchix, LiveLink and Syrona |
| track record of building and executing | including hair colour brand, Josh Wood | Health, to launch their first ever TV |
| successful strategic partnerships with | Colour and mobile bicycle repair service, | campaign via its partnership with Google |
| existing as well new clients. | Fettle, which launched with a | for Startups Black Founders Fund. |

geo‑targeted digital campaign around
• ITV Ad Labs brings together all of ITV
ITVX enables ITV to drive a sustainable the Tour de France. Butternut Box, the
Commercial’s innovation under a single
increase in online inventory and reach to fresh dog food delivery service, was an
business proposition. Examples include
serve the growing advertising demand for Ignite client from 2020, and has now
QR Ads, which enables viewers to buy
targeted advertising. Planet V, our scaled grown to be a national advertiser on ITV,
products by scanning a QR code in an ad
programmatic addressable advertising demonstrating the initiative’s success.
with their smartphone; and Dynamic
platform, is the UK’s second‑largest
• ITV AdVentures Invest is ITV’s Media for Creative advertising on Planet V, which
programmatic video advertising platform,
Equity programme which launched during enables advertisers to dynamically tailor
after Google, which supported by our data
the first half of 2021 and involves ITV taking the ad creative for different locations,
assets and capabilities delivers attractive
minority stakes in direct‑to‑consumer audiences or products. In November2022,
products for advertisers.
businesses, in return for advertising we announced our new Matchmaker
inventory across ITV’s channels and solution, which uses InfoSum, a leading
Planet V’s end‑to‑end technology is
ITVX. The initiative serves as an data collaboration platform in which ITV
wholly‑owned by ITV, which is unique in the
innovative opportunity for these has invested. It securely matches ITV’s
broadcast industry, and ensures all returns
businesses to build scale through TV existing registered first‑party audience
flow to ITV with no value leakage through
third‑party commissions. It is a self‑service
platform enabling advertisers to plan and
buy ITVX inventory seamlessly and
cost‑effectively, create bespoke audiences,
add their first‑party data in a fully GDPR
compliant environment using InfoSum and
monitor their campaigns via a custom‑built
user interface. It has been rolled out to all
the large agency group businesses, the
PlanetV is ITV’s programmatic
independent agencies and all the regional The 1% Club, hosted by Lee Mack,
addressable advertising platform. It
specialists, with over 1,800 active users was the most watched new
is the second biggest platform in
and more than 90% of ITV’s inventory entertainment series since The
the UK, after Google
booked through the platform. Digital Masked Singer launched in 2020
advertising grew strongly in the period, up
17% year‑on‑year, including 380 digital‑only
advertisers and 20,000+ data targeting
options available to advertisers.
In November 2022, we announced the
launch of Planet V 2.0, which provides users
with a new look, improved functionality and
more parameters to help build more
effective campaigns. The pilot is planned
tostart with a select number of customers
before being rolled out more widely.
Television remains an efficient and effective
medium for advertisers to achieve mass
reach and generates the highest return on
investment of any media. We maintained
our share of the top 1,000 commercial
broadcast TV programmes at 93% in the
year (2021:93%). As viewing and advertising
become more fragmented, the scale and
reach of advertising that television, and
particularly ITV, delivers becomes
increasingly valuable, and as we evolve our
strategy, our Broadcast business will
continue to optimise its USP as the largest
commercial public service broadcaster in
the UK.
40 ITV plc Annual Report and Accounts 2022
STRATEGIC REPORT OPERATING AND FINANCIAL PERFORMANCE REVIEW CONTINUED
with Boots’ Advantage Card and Tesco’s
Clubcard databases. This allows smarter
targeting and measurement across ITV’s
premium video inventory. To ensure
customers are maximising their return
oninvestment, we have also created Ad
Labs Insight, which includes innovations
such as the Share of Voice reporting tool
which allows brands to measure their TV
presence and compare themselves to
others in their market, and a budget
planning tool which help brands apply
best practice to maximise the return
from their marketing budgets.
• ITV Backing Business, which makes it as
flexible as possible for British businesses
to advertise on television, with ITV
providing them with marketing support
and a wealth of resources to help them
return to growth. The team has worked
with brands such as NatWest – which
hasseen around a 10% increase in SME
account openings as a result, along with
Juicy Couture, Weleda and HiHi.
• ITV Home Planet is ITV’s initiative for
sustainable brands to encourage viewers
to reduce their carbon footprint. Brand
partners to date include Nationwide,
Volkswagen, and Sainsbury’s.
The Voice UK returned for its 11th
series in 2022, with coaches
The ITV Commercial team are also delivering
will.i.am, Anne‑Marie, Tom Jones
more innovative and bespoke partnerships
and Olly Murs
across linear and digital including product
placement, ad‑funded programming and
commercial partnerships where we can use
the power of our brands to help advertisers ITVX is our new, free, ad‑funded streaming
engage with audiences in different ways. service which launched in Q4 2022
This is made possible and more valuable by
being a vertically integrated producer

| broadcaster and streamer, with editorial, | To provide more insight into the | BritBox International |
| --- | --- | --- |
| commercial, creative and production | effectiveness of television advertising, | Our international BritBox joint venture |
| working together to provide valuable | ITVhas joined Channel 4 and Sky to launch | withthe BBC is currently available in the |
| opportunities for advertisers. | anew total television advertising | US, Canada, Australia, South Africa and |
|  | measurement system in the UK. CFlight | theNordics (made up of Sweden, Finland, |
| Our product placement deals during the | (designed by NBCU in the US) launched in | Denmark and Norway) and provides an |
| period included Heineken 0.0 Draught | March 2022. It is a post‑campaign online | ad‑free subscription streaming service |
| (alcohol‑free beer) which went on tap at | evaluation tool, which gives advertisers | offering the most comprehensive |
| Coronation Street’s Rovers Return and | andagencies a unique view of the coverage | collection of British content available in |
| Emmerdale’s Woolpack. The summer | achieved by their commercial campaigns | those territories. Subscriptions have grown |
| version of Love Island had over ten | across both linear and streaming. In | strongly and are ahead of plan, with |
| commercial partnerships, engaging in | December 2022, CFlight won the | 3.0million BritBox subscriptions |
| programme sponsorship, brand licences, | prestigious MRS Award for Best Media | internationally (31 Dec 2021: 2.4 million). |
| in‑store branding and product placement, | Research. Further enhancements to the |  |
| including Just Eat, eBay, Reddit, Quay, O2 | tool are expected in 2023. | Across all our streaming services |
| Virgin Media, and Boots. ITV and Ring also |  | (includingITVX), we now have 4.4million |
| worked together to create the successful | The advertising market is highly competitive, | subscriptions globally. |
| ‘Ring My Bell’ ad campaign on Saturday Night | with global streamers having now entered |  |
| Takeaway; while planned as a one‑off, due to | the advertising market. However, ITV has a |  |
| popular demand and impact, the format | highly experienced team that are well versed |  |
| came back twice more and was also winner | in competing with new entrants to the |  |
| of the Grand Prix at the Media Week Awards. | advertising market. We believe we are well |  |
| In sport, Motorway, the UK’s fastest growing | positioned to successfully execute Phase |  |
| used car marketplace, sponsored our live | Two of our More Than TV strategy with the |  |
| coverage of the Guinness Six Nations, and | launch of ITVX. We will offer our advertising |  |
| the 2022 FIFA World Cup on ITV was | clients something no streamer is able to ‑ |  |
| sponsored by both Google Pixel and KFC. | the best of both worlds – enabling |  |

advertisers to grow their brand through the
unparalleled mass simultaneous reach
audience generated on ITV, whilst extending
incremental reach through a targeted
offering on ITVX. This will be supplemented
by innovative data and content advertising
offerings that are unique to ITV.
ITV plc Annual Report and Accounts 2022 41
STRATEGIC REPORT OPERATING AND FINANCIAL PERFORMANCE REVIEW CONTINUED
### M&E financial performance
M&E total revenue was down 1% in the

| yearat £2,249million (2021: £2,282 million). | Love Island was the most streamed |
| --- | --- |
| Thisdecrease was predominantly driven | title of 2022 with over 270 million |
| bytotal advertising revenue which was | streams across the series |

down 1% to £1,931million (2021:
£1,957million) as expected. Digital revenue,
whichincludes revenue from digital
advertising, digital sponsorship and our
subscription services, was up 18% in the
period to £411million (2021: £347 million).
Within this, digital advertising revenues
were up 17% year‑on‑year to £343million
(2021:£293million), subscription
revenueswere up 29% to £54million
(2021:£42million) and other digital
revenues were up 17% to £14million
(2021:£12 million). M&E non‑advertising
revenues were down 2% to £318million
(2021: £325 million) with strong growth in
subscription revenue offset by a decline in
competitions and SDN revenues. Further
detail on the year‑on‑year movement in Ninja Warrior UK is a British
revenue is detailed below. physical obstacle assault course
game show, which returned to
When compared to the same period in screens in 2022. It is produced by
2019,M&E revenue on a like‑for‑like basis, Potato, an ITV Studios label
was up 9% (2019: £2,055 million)
predominantly due to the increase in TAR
(2019: £1,768 million) and growth in
subscription revenue (2019: £14 million).
Total M&E costs were up 6% at £1,785million.
Across M&E, increased costs were partly
offset by cost savings of £16million.
Within this, content costs were up 5% to
£1,216million (2021: £1,154 million) due to
additional ITVX content investment and the
return of a full schedule compared to the
prior year which was impacted by the
pandemic, including a full schedule of
dramas, sporting events such as the FIFA
World Cup and higher volume of FA Cup and
Rugby Six Nations matches, and the return
of entertainment shows such as Britain’s
Got Talent. Content costs were slightly
lower than originally guided due to changes
in the schedule as a result of the passing of
Her Majesty Queen Elizabeth II and fewer
England Internationals ahead of the 2022
FIFA World Cup. 2022 2021 Change Change
Twelve months to 31 December £m £m £m %
Total advertising revenue 1,931 1,957 (26) (1)
Variable costs were up 2% at £130million

| (2021: £127 million), mainly driven by | Subscription revenue 54 42 12 29 |
| --- | --- |
| anincrease in commercial payaways | SDN 55 70 (15) (21) |
| andbandwidth costs (in line with | Partnerships and other revenue 209 213 (4) (2) |

increasedviewing), partly offset by a
M&E non‑advertising revenue 318 325 (7) (2)
decrease in competitions‑related costs
Total M&E revenue 2,249 2,282 (33) (1)
(inline with revenues).
Content costs (1,216) (1,154) (62) (5)
Variable costs (130) (127) (3) (2)
M&E infrastructure and overheads (439) (403) (36) (9)
Total M&E costs (1,785) (1,684) (101) (6)
*
Total M&E adjusted EBITA 464 598 (134) (22)
Total adjusted EBITA margin 21% 26% – –
* Refer to Alternative Performance Measures for key adjustments to EBITA and adjusted EBITA.
2022 2021 Change Change
£m £m £m %
Digital advertising revenue 343 293 50 17
Subscription revenue 54 42 12 29
Other 14 12 2 17
Total Digital Revenue 411 347 64 18
42 ITV plc Annual Report and Accounts 2022
STRATEGIC REPORT OPERATING AND FINANCIAL PERFORMANCE REVIEW CONTINUED

| M&E infrastructure and overhead costs | The categories with the largest year‑on‑year | Subscription revenue |
| --- | --- | --- |
| increased by 9% to £439million (2021: | movements are as expected. Airlines and | Subscription revenue is generated directly |
| £403 million), driven by investment in ITVX | Travel were up 59% compared to the impact | from our streaming services and includes |
| and digital innovations and one‑off costs | of travel restrictions in the prior year and | ITV Hub+ (prior to ITVX’s launch), ITVX |
| such as the donation of proceeds from the | Telecommunication spend was also up 21% | Premium and BritBox UK. It does not |
| Concert for Ukraine and cost of living | driven by sector M&A activity, device | include BritBox International, which is |
| payments to ITV employees. | launches and World Cup‑related spend. | included within JVs and Associates. |

Cars and Car Dealers were down as a result

| M&E adjusted EBITA was down 22% to | of supply chain issues and Government and | In 2022, subscription revenue increased |
| --- | --- | --- |
| £464million (2021: £598 million), with | Charities were down off the back of | by29% to £54million (2021: £42 million) |
| amargin of 21% (2021: 26%). | significant COVID‑19 related spend last | driven by good growth in both BritBox UK |
|  | year. E‑commerce companies, excluding | and ITV Hub+/ITVX Premium subscriptions, |
| Total advertising revenue (TAR) | gambling, decreased 17% in the period. | which both benefited from a strong content |
| The start of 2022 saw TAR up 16% in Q1, | Within this category the largest decline was | pipeline in the year. While there will be |
| with good demand across the majority of | from retail, energy comparison websites | some disruption as we transition |
| advertising sectors. As expected, TAR | and food delivery brands who spent heavily | subscribers to ITVX, we expect to hold our |
| comparatives were tough in Q2, which was | in 2021 to take advantage of lockdown | subscriber numbers in 2023 and expect to |
| down 5% and Q3 which was down 14%. As | restrictions. This was partly offset by | see growth in 2024. |
| ever, Q4 was the strongest quarter in | growth in travel brands. |  |
| absolute terms, and was flat year‑on‑year, |  | SDN |
| with both the lead up to Christmas and the | The outlook for advertising is | SDN generates revenue by licensing |
| FIFA World Cup benefiting advertising | challengingaswe expected, given the | multiplex capacity to broadcast channels, |
| revenue. The full year was down 1%, as | current macroeconomic environment. | radio stations and data providers on digital |
| previously guided, and was the | TARis expected to be down 11% in Q1 2023 | terrestrial television (DTT) or Freeview. |
| second‑highest outturn in ITV’s history. | andwithin this we continue to see strong |  |
|  | growth in digital advertising revenues. | SDN customers include ITV and third |
|  | Compared to the same period in 2019, | parties, with external revenue (non‑ITV) |
|  | TARin Q1 2023 is expected to be down | decreasing by 21% in the year to £55million |
|  | around 1%. April 2023 TAR is expected | (2021: £70 million), impacted by the renewal |
|  | tobedown around 10% to 15%. | of long‑term contracts with third parties |

which reverted to current market rates.
In 2023, several long‑standing contracts
which were agreed at the peak of the DTT
capacity market ten years ago will also come
Pride of Britain Awards share
to an end, which we expect will renew at
thestories of extraordinary people;
current market rates.
helping to inspire, engage and
empower more people to make
SDN’s current multiplex licence has been
adifference in their communities
renewed until 2034.
### Partnerships and other revenue
Partnerships and other revenue includes
revenue from platforms, such as Sky and
Virgin Media O2, competitions revenue,
third‑party commission, e.g. for services we
provide to STV, and commercial revenue
from our creative partnerships.
Partnerships and other revenue was
down2% in the period to £209million
(2021: £213million) predominantly driven
by a decrease in competitions revenue
which had strong 2021 comparatives due
tomore people viewing our programmes
(particularly daytime) and entering
competitions during government‑imposed
lockdowns in 2021.
ITV plc Annual Report and Accounts 2022 43
STRATEGIC REPORT SOCIAL PURPOSE
## Social Purpose
## Mental health
### Social Purpose is central to ITV’s mission to
### Britain Get Talking
### reflect and shape culture with brilliant
We continued our award‑winning
### content and creativity. ITV does more than
campaign in 2022, supported
### entertain – as Britain’s largest commercial bythe charities Mind and
YoungMinds, and SAMH in
### broadcaster, we’re in a unique position to
Scotland, to encourage people
## Better
### make a positive difference to our audiences, to boost their mental wellbeing
by connecting with others.
## communities and the wider world. Health
Nowin our fourth year of the
campaign, we needed to work
### Inspiring change in
To make the most of this opportunity, ITV’s Social Purpose harder to find a way to cut
### how we look after through to the audience.
agenda focuses on four key areas where we can have the
### biggestimpact: Better Health, Diversity and Inclusion, Climate our mental and
### Action and Giving Back – all with clear, measurable goals. physical health. The campaigns
Britain Get Talking tackled the

| Better Health, and better mental health in particular, is the |  | mental health crisis among |
| --- | --- | --- |
| cause we want to be known for, and where we focus our major | Our goal | young people by encouraging |
| behaviour change campaigns. The impact of our activity is |  | viewers to take the time to break |
| tracked through extensive, regular research commissioned | Inspire | through to young people in their |
| from YouGov and other partners. Performance and plans are |  | lives. Featuring a dad reaching |
| reviewed by the Board annually and the Management Board | 200 | out to his teenage daughter, the |
| quarterly. Progress against climate action targets is reviewed |  | advert showed the disconnect |
| quarterly by the ITV Studios and M&E Boards and progress | million | between what we feel able say |
| against diversity targets biannually. The Board Nominations |  | versus what we feel. Supported |

actions to support better
Committee and Audit and Risk Committee also review progress by ‘breakthrough moments’
mental and physical
against diversity targets and carbon emissions targets. where talent from ITV
health achieved by 2023
programmes addressed viewers
Our Social Purpose goals align with the UN’s Sustainable directly about issues raised in
### Sustainable
Development Goals (SDGs). The following nine SDGs are where their shows, the campaign
### Development Goal encouraged 7million people to
we believe ITV can make the most significant contribution.
take action. It was extended
into Christmas with a social
media campaign featuring
Will.i.am, Gordon and
TillyRamsay, and Katie Piper.
ITV puts the power of TV Britain Get Talking also marked
behind behaviour change Mental Health Awareness Week
campaigns. We have in May by encouraging the nation
created a distinctive to send a voice note to someone
approach built around: who might be lonely. People
encouraging preventative could listen to voice notes from
action; being disruptive; ITV talent including Phillip
always entertaining; Schofield, Laura Whitmore and
learning from experts; Charlene White via QR codes
and demonstrating results. posted on high streets.
Off‑screen we also have Britain Get Talking was brought
a strong focus on the into a primetime Christmas
wellbeing of our people, show, Britain Get Singing, which
producers and participants. saw stars from ITV shows
Britain Get Talking 7 million people took
singing for a panel of celebrity
action to support mental wellbeing as a result
judges, underpinned by mental
of 2022’s Breakthrough campaign
health messages.
The results
## 7million
## people
started a conversation or had
abetter quality of conversation
as a result of 2022’s Break
1
Through campaign
1. Source: Extrapolated from YouGov,
November 2022 (Sample: 2,041
UKadults)
44 ITV plc Annual Report and Accounts 2022
STRATEGIC REPORT SOCIAL PURPOSE
## Eat Better Move More

| ITV2 x CALM | 1Million Minutes | Eat Them To | Daily Mile |
| --- | --- | --- | --- |
| ITV2 continued its partnership | Now in its seventh year, Good | DefeatThem | ITV continued its support for |
| with mental health charity, | Morning Britain’s 1Million |  | the Daily Mile, an initiative |

Now in its fourth year, in 2022
Campaign Against Living Minutes campaign ran in encouraging primary schools
ITV continued its award‑winning
Miserably (CALM), with the aim December, with the aim of todo 15 minutes of daily
partnership with Veg Power to
of helping young people take tackling loneliness in the UK by exercise with a new campaign.
encourage children to eat
action to care for their mental encouraging people to volunteer, Since lockdown we have found
vegetables.
health when they’re including celebrity contributions it more challenging to recruit
experiencing low mood. from Ricky Gervais, Shirley new schools, so the new
The campaign
Ballas and Craig David, and a campaign focused on the
One million children across 3,800
The ‘Just do what gets you phone‑in for lonely people to academic benefits as well as
schools received take‑home
through’ campaign set out call for a chat there and then. the physical and emotional.
sticker packs to support the
tochallenge wellness Since launching in 2016, a
campaign, the highest number
stereotypes, prompting 3
staggering 521million minutes
The results
we’ve ever reached.
viewersto do what works for of time have been pledged.
them when they’re feeling flat.
Sky and Channel 4 again
## A specially‑commissioned ITV Over
The results
matched ITV’s airtime
series called Retreat Yourself 7
commitment, enabling a
## featured comedian Donna 70,000
£3million media campaign,
## Preston as the host of an 117million children took up the Daily Mile
withadditional funding from
unconventional celebrity as a result of the campaign.
analliance of supermarket and
## wellness retreat. minutes
3 retail brands. The campaign
pledged to combat loneliness
wasalso supported by the Welsh
## The results 2.1million
government who funded the
3. Based on the number of website sign more children are doing the
programme for all primary and
ups at: itv.com/1millionminutes
Daily Mile across 8,000 more
special schools across Wales.
## 1.8million
schools since ITV began
### people took action to care for Unwind with ITV
supporting the Daily Mile
their mental health as a result The results
This daily series of calming and inApril 2018.
2
of the campaign
reflective programming which
encourages mindfulness and 7. Daily Mile schools registrations,
## 57%

| 2. Extrapolated from YouGov, June 2022 |  |  |  | supplied by the Daily Mile |
| --- | --- | --- | --- | --- |
|  | self‑care continued for a |  | 5 |  |
| (Sample: 2,001 UK adults) |  | of parents | whose children took |  |

second series. ITV worked in
part in the schools campaign
close collaboration with
said their children ate more
### People and Campaign Against Living
vegetables as a result.
Miserably to develop the series.
### production
Since its launch, the series has
Since its launch in 2019,
### wellbeing had 10million viewers and over
This continues to be a priority at ITV. 6,500 hours have been
## over
Refer to Our People on page54 for streamed on ITV platforms.
6
### details on how we support the mental The results
## 1.4billion
health and wellbeing of our colleagues
The results

| and page69 for details on our Duty of | additional kids portions of |  |
| --- | --- | --- |
| Care charter. | vegetables have been sold | 47 million |
|  | asaresult of the campaign. | positive actions taken by |

## 6,500 hours
4 the public to support
of mental wellbeing content
5. Data supplied by participating schools mental and physical
to Veg Power
4. ITV airtime data wellbeing as a result of
6. PearlMetrics econometric analysis
ITV campaigns in 2022*
based on 40g per serving for a child
* Source: Extrapolated from YouGov:
May 2022 (Sample: 524 London
adults; September 2022 (Sample:
2022 UK adults); November 2022
(Sample: 2,041 UK adults); December
2022 (Sample: 1037 UK adults)
ITV plc Annual Report and Accounts 2022 45
STRATEGIC REPORT SOCIAL PURPOSE CONTINUED
## Fundraising Volunteering
## Giving
## Back
### Giving back to ITV encourages colleagues to
use three paid days a year to
### our local and
volunteer. In 2022, we continued
### international
our mentoring scheme with
### communities
Creative Access, providing ITV
### through causes mentors for people from groups
### wecare about. under‑represented in the
creative industries as they begin
or grow their careers. We also
### Our goals worked with schools outreach
organisation Education and
Increase the amount Employers, encouraging
raised by Soccer Aid colleagues to help students
forUNICEF. think about a career in media.
Encourage ITV colleagues were also
involved in training workshops
## 500 and recruitment days, in
partnership with Media Trust
mentoring partnerships
and Princes Trust.
by 2025.
The results
### Sustainable
### Soccer Aid for Concert for Ukraine
### Development Goals
### UNICEF To help raise urgently needed
## 240
funds for those affected by the
2022 marked the 11th Soccer Aid mentoring partnerships
conflict in Ukraine, ITV and
for UNICEF match, and 16years through Creative Access set
Livewire organised a music
of partnership between ITV and upsince the programme
concert to raise money for the
UNICEF. Teams of former began, with ITV mentors
Disasters Emergency
professional football players providing approximately
Committee (DEC), broadcasting
and celebrities came together
live on ITV and STV and around
to raise money for UNICEF’s
## the world on YouTube. The 1,440 hours
work helping children who are
concert featured a 3
of mentoring
facing conflict, disasters, and
star‑studded line‑up, including
ITV’s Giving Back focus other crises around the world.
Ed Sheeran, Camila Cabello, 3. Data provided by Creative Access
ison giving time, money
Gregory Porter, Emeli Sandé,
and support to those who The event
Nile Rodgers and Ukrainian
need it, both at home and The match took place in June in
singer and former Eurovision
further away. front of 54,000 fans, with a half
winner, Jamala. ITV donated all
time performance from Robbie
revenues from advertising, in a
Williams. For the second year
broadcaster first.
running it was supported by a full
week of special programming on
ITV to raise more money. The results
A record‑breaking total of
## £15.7 million
was raised for Soccer aid for
1
UNICEF
## £13.4 million
raised for Disasters Emergency
2
Committee
1. Amount reported via:
www.socceraid.org.uk
2. Disasters Emergency Appeal data
46 ITV plc Annual Report and Accounts 2022
STRATEGIC REPORT SOCIAL PURPOSE CONTINUED

|  |  | In a year when the UK recorded | Making it part of | Through the Ad Net Zero |
| --- | --- | --- | --- | --- |
|  |  | its highest ever temperatures | everyone’s job | project, hosted by the |
|  |  | and a third of Pakistan was under | Climate Action is integrated | Advertising Association, ITV |
|  |  | water due to unprecedented | within the business at ITV, | has joined brands, agencies |
|  |  | floods, ITV’s Climate Action | supported with solid | andother media owners to |
|  |  | ambition continued to grow with | governance. Senior leaders in | shape a more sustainable |
|  |  | the scale of the challenge. We | our Climate Action Delivery | future for advertising. |
|  |  | made progress across all | Group (CADG) are each |  |
|  | Climate | business areas – from improving |  |  |
|  |  |  | accountable for developing and | Reducing ITV’s footprint |
|  |  | the accuracy of our reporting to | implementing a climate action | ITV’s Scope 1 and 2 emissions |
|  | Action | engaging commercial partners |  |  |
|  |  |  | plan that supports ITV’s targets. | have decreased ahead of targets |
|  |  | with innovative ways to | They are supported by Green | against our 2019 baseline year, |
| Creating |  | showcase sustainable products. | Leads and Green Teams across | although we are reporting an |
| programmes with |  |  | all business units to ensure that | increase in Scope 2 emissions in |
|  |  | Our efforts were recognised by | colleagues are empowered to | 2022, as some of our site |

### the biggest impact
CDP (Carbon Disclosure Project) drive change in their areas. landlords haven’t yet submitted
### on the audience and

|  | as we secured a place on their |  | renewable certificates for |
| --- | --- | --- | --- |
| the smallest impact | Alist in 2022, meaning our |  |  |
|  |  | The remuneration package of | energy used. Progress this year |
| on the planet. | Climate Action approach is rated | the Management Board is linked | is the result of consolidation of |
|  | amongst the top 2% of disclosing | to achieving our climate action | ITV’s office space in London, the |
|  | companies in the world. | targets, with senior leaders | modernisation of a number of |
| Our goals |  | across the organisation earning | sites resulting in lower energy |
|  | Raising ambition and | individual bonuses linked to | consumption, and an increase in |
| Net Zero: Reducing |  | ESG objectives. ITV’s Revolving | the proportion of our fleet that is |

### increasing transparency
emissions we control by Credit Facility arrangements hybrid or electric. Next year, we’ll
We are taking action to hold
ourselves to the highest are also linked to our climate be increasing the percentage of
## 46.2% targets performance, ensuring ITV’s electricity supply from
standards and to increase our

| and those we can |  | confidence in our data over | that there’s a direct positive | renewable sources and installing |
| --- | --- | --- | --- | --- |
| influence by |  | time. ERM CVS was engaged to | financial impact related to our | electric vehicle charging points |
|  |  | provide limited assurance of | emissions reduction. | on key sites to continue to |
| 28% |  | total Scope 1, Scope 2 (location |  | support this transition. |
| by 2030, all emissions by |  | and market based) and Scope 3 | Fostering collaboration |  |
|  |  | (Category 1, 2, 3, 4, 5, 6, 7, 8, 11 | We know we can’t achieve | It is critical that we engage |
| 90% |  | and 15) emissions. The resulting | theseambitious targets alone, | actively with our suppliers, |
|  | * | assurance statement can be | so ITV is working closely with | as99% of our footprint is in |

by 2050

| found on our Social Purpose | our suppliers, industry peers | Scope3. We joined the CDP |
| --- | --- | --- |
| website. We also improved the | and commercial partners. | Supply Chain programme this |
| quality of our Scope 3 |  | year and invited over 200 |

## 100%
calculations by introducing ITV has been an active member suppliers to respond to the
sustainable supply chain
supplier‑level carbon data of the BAFTA albert project CDP’s climate change
by 2030
(using actual data from supplier since its inception in 2011, and questionnaire, of which over
emissions rather than continues to participate in its 50% responded. This enables
Zero Waste by 2030

| spend‑based estimates). | evolution. Around 60% of our | us to gather consistent data in |
| --- | --- | --- |
|  | footprint comes from the | ascalable manner, and to |
| As the way we calculate | production of TV programmes, | assess the environmental |

## 100%

|  | emissions data has evolved to be | and albert plays a key role in | maturity of key suppliers. We |
| --- | --- | --- | --- |
| albert certified and |  |  | have made our procurement |
|  | more precise, we have applied | shaping the path to a |  |
| trained each year |  |  | processes more ambitious, |
|  | the new calculation to our 2019 | sustainable production industry. |  |
|  | baseline to enable consistent |  | introducing guidance that 20% |
| Increase visibility and | comparison. We have aligned | We also participate in Dimpact, | of the selection criteria for new |
| impact of Climate Action | with the Science Based Targets | aworld‑leading project on the | suppliers should be dedicated |
| content on‑screen | initiative’s stringent standard for | carbon impact of digital media | to Social Purpose issues. |
|  | Net Zero by submitting additional | activities such as streaming, |  |
| Sustainable | targets to reduce our emissions | helping us better understand |  |
|  | by 90% by 2050 across our | thecomplexity of the value |  |

### Development Goals
Scopes 1, 2 and 3. Our 2030 chains and decarbonisation
targets remain unchanged. levers at ourdisposal in this area.
* We are aligning with the
Science‑Based Targets
initiative’s definition of Net Zero,
ensuring we have short‑term
(2030) as well as long‑term
emissions reduction targets
(2050), and use carbon removal
for unavoidable emissions.
ITV plc Annual Report and Accounts 2022 47
STRATEGIC REPORT SOCIAL PURPOSE CONTINUED
Innovation is key in allowing us to Business Travel emissions have
The results

| continue making high‑quality | increased slightly compared to |  |  |
| --- | --- | --- | --- |
| programmes while radically | 2021, but still remain well below |  |  |
|  |  | In 2022, our Scope 1&2 | and our Scope 3 emissions |
| reducing our emissions. | pre‑pandemic levels, with a 51% |  |  |
|  |  | emissions decreased by | decreased by |
| Following the creation of the | reduction compared to 2019. In |  |  |

### *

| Studios Innovation Hub in 2021, | 2022, we introduced a new |  |  |
| --- | --- | --- | --- |
|  |  | 36% | 13% |
| we ran a number of pilot projects | sustainable travel policy and are |  |  |

compared to 2019,
this year, ranging from virtual working on setting divisional
our baseline year
production and virtual sets, to targets in 2023.
clean power solutions and more. * Scope 3 here refers to Purchased Goods and Services and Business Travel, the
Scope 3 categories referenced in our 2030 science‑based targets. Refer to our
Social Purpose report for further detail.
### Streamlined Energy and Carbon Reporting (SECR) – based on data for the year ended 31 December 2022
2022 2022 Global 2022 2021 ** 2021 ** Global 2021
Scope Description Unit UK (excl UK) Total UK (excl UK) Total
Emissions from gas,
*
1 refrigerants and owned tCO 2 e 1,639 335 1,974 1,976 439 2,416
vehicles
Electricity emissions
*
Location‑based using geographical 4,271 1,101 5,372 5,072 1,051 6,122
location
2 tCO 2 e
Electricity emissions
*
Market‑based using purchased 2,770 868 3,638 824 771 1,595
electricity factor

|  | Location‑based |  |  | 5,910 1,435 7,346 7,048 1,490 8,538 |
| --- | --- | --- | --- | --- |
| 1&2 |  | Total emissions tCO | 2 e |  |
|  | Market‑based |  |  | 4,409 1,202 5,611 2,800 1,211 4,011 |

Direct & Indirect Energy
kWh 27,427,829 5,501,401 32,929,230 29,915,988 5,736,768 35,652,757
Consumption

|  |  | Total revenue £m |  |  |  | £4,345 £4,042 |
| --- | --- | --- | --- | --- | --- | --- |
|  | Location‑based | Normalised emissions to |  |  | 1.3603 0.3303 1.6906 1.7437 0.3686 2.1123 |  |
| 1&2 |  |  | tCO | 2 e/£m |  |  |
|  | Market‑based | revenue |  |  | 1.0147 0.2767 1.2915 0.6927 0.2995 0.9922 |  |

*
3 Total Scope 3 Emissions tCO 2 e 609,124 712,780
Purchased goods and
3 tCO 2 e 291,120 318,325
services
3 Capital goods tCO 2 e 1,844 1,488
Fuel and Energy‑related
3 tCO 2 e 2,190 2,565
activities
Upstream transportation
3 tCO 2 e 1,338 16,030
and distribution

| 3 Waste tCO |  | 2 e |  | 62 62 |  |  |
| --- | --- | --- | --- | --- | --- | --- |
| 3 Business travel tCO |  | 2 e | 21,392 17,175 |  |  |  |
| 3 Commuting tCO |  | 2 e | 8,113 4,942 |  |  |  |
| 3 Upstream leased assets tCO |  | 2 e | 14,373 13,367 |  |  |  |
| 3 Use of sold products tCO |  | 2 e | 254,125 312,504 |  |  |  |
| 3 Investments tCO |  | 2 e | 14,568 26,321 |  |  |  |
| Total Scope 1, 2 & 3 (market‑based) tCO |  | 2 e | 614,735 716,790 |  |  |  |
| Methodology | Our Scope 2 footprint increased in 2022 because we |  |  |  | * The emissions data provided has undergone limited |  |
| 2022 emissions data covers global operations for which | have a number of sites where we require evidence that |  |  |  |  | assurance by ERM CVS |
| we have operational control. We use the Greenhouse | they are powered by renewable electricity, which is |  |  |  | ** 2021 figures have been restated to reflect improved |  |
| Gases (GHG) Protocol Corporate Accounting and | outstanding. We anticipate that once we have received |  |  |  |  | accuracy in our data collection processes and |
| Reporting Standard and the latest conversion factors | these confirmations, our reduction trajectory in this area |  |  |  |  | updates to our calculation methodologies. |
| from the Department for Business, Energy & Industrial | will be restored. |  |  |  |  |  |

Further information on methodology can be found in our
Strategy to calculate Scope 1 and Scope 3 Business
The calculation methodology for the Scope 3 category Social Purpose Report and Basis of Reporting document.
Travel emissions, and the latest conversion factors from
‘Purchased Goods and Services’ has been updated in
the International Energy Agency to calculate Scope 2 Energy efficiency initiatives
2022 to include actual supplier data provided via the CDP
emissions in tonnes of carbon dioxide equivalents. • We are consolidating our London office space, moving
(Carbon Disclosure Project), and the use of V6 CEDA EEIO
from three sites previously to two. One migration is still
‘Location‑based’ calculations reflect the average (Environmentally Extended Economic Input Output)
in progress and will be completed in 2023. We expect
emissions that using electricity creates in the country factors, which are the GHG‑Protocol recommended factors
an overall carbon reduction of between 30 and 46% as
where the energy is used, while ‘market‑based’ for estimating carbon emissions based on spend data. The
a result
calculations reflect emissions based on the energy supplier‑specific data accounted for 4.6% of ITV’s total
• LED lighting is being installed across a number of
contracts ITV has chosen, such as through purchasing spend and was calculated using an average data method,
offices, store rooms, props rooms and archives
energy on a renewable tariff. apportioning the total direct, indirect and upstream
facilities. The latest Emmerdale studios have installed
emissions of a company based on their yearly revenue and
We have chosen to measure and report our emissions Low Energy Lighting infrastructure and lights, resulting
the proportion to which ITV spent with them. Where actual
in total gross emissions in metric tonnes of CO 2 e per £ in a 80‑90% energy efficiency improvement
data was not available, ITV spend data was multiplied by
revenue, which is the recommended intensity ratio for • We are encouraging our landlords to switch to
the latest CEDA EEIO factors. ITV will continue to monitor
the sector. renewable energy with the help of our partners LSH
and improve our emissions data quality, with an initial
• ITV Studios Netherlands has installed LED lighting and
38% of our market‑based Scope 1 and 2 data set is focus on actual supplier specific data.
absence detection functionality in their offices
based on estimated data, which makes up 0.57% of the
total data set. Estimates are calculated from previous
consumption trends and published benchmarks.
48 ITV plc Annual Report and Accounts 2022
STRATEGIC REPORT SOCIAL PURPOSE CONTINUED
## Waste Culture

| In 2022 we took further steps to | colleagues across all areas are | We aim for all shows produced | and the wider production |
| --- | --- | --- | --- |
| improve our control and policies | expected to take on our way to | and commissioned in the UK to | community to ensure we create |
| around waste, including a | becoming a Zero Waste | complete the BAFTA albert | a robust path towards a |
| colleague engagement | business, and to account more | certification for sustainable | sustainable industry. |
| programme. In 2022, 27% of | accurately for the initiatives | production. In 2022, 94% of the |  |
| waste generated across the | that reduce waste being | shows we produced and 42% of | All colleagues across ITV |
| sites (that are in scope for our | created in the first place. For | those we commissioned | complete a mandatory training |
| target) was recycled. This was | instance, the Mammoth Screen | achieved the standard. This | module on Climate Action, |
| flat compared to 2021 and | team recently used a | reflects some of the challenges | providing them with a solid |
| demonstrates that there is still | Community Interest Company | we are still facing in engaging | foundation on the scale of the |
| work to be done in this area. Our | called Prop Up Project to | producers. We are improving | issue and what they can do |
| focus in 2023 will be to | rehome unwanted items on the | our internal systems and | within ITV. |
| formalise the actions that | final season of Endeavour. | working with the albert team |  |

## Climate Action
## on‑screen
Together with other
broadcasters, we announced a
Climate Content Pledge in 2021,
which is a joint commitment to
increasing the amount of
sustainability‑related content
on‑screen. In 2022, we
published ITV’s specific
commitment to including
climate content in our
programmes, across all genres.
ITV plc Annual Report and Accounts 2022 49
STRATEGIC REPORT SOCIAL PURPOSE CONTINUED

| Our editorial ambition |  | Biodiversity |  |
| --- | --- | --- | --- |
| ITV will use our huge reach | We aim to support producers | We recognise how critical it is for | In the meantime, our content has |
| andworld‑class talent to make | inbetter understanding the | companies like ITV to understand | continued to raise awareness of |
| relatable, entertaining and | opportunities to weave | our impact on nature and take | the issue for our audiences. For |
| inspiring content that helps | climate‑related content into | action to promote a ‘nature | example, ITV Weather developed |
| audiences understand the need | theirprogrammes by offering | positive’ future. In 2022, we | content on rewilding and |
| for climate action, how it is | meetings with the sustainability | provided biodiversity training | extended their outreach into |
| relevant to our lives and how we | team at the point of commission. | for our Climate Action Delivery | schools and local communities |
| can all be part of the solution. | We use a climate content tracker | Group members and Green | as part of ‘No Mow May’, |
|  | to capture mentions of | Leads across the business, and | distributing ITV branded seed |
| We will report on the issues, | sustainability‑related topics | are now exploring the areas to | packs and encouraging people |
| normalise sustainable | across all genres, reviewing | focus on to deliver the most | to take action to restore nature. |
| choicesand tell optimistic | progress during our monthly | significant impact. We also |  |
| stories of change. | Commissioning Green Team. | joined the BAFTA albert working |  |
|  | Wealso joined industry | group on Biodiversity in order to |  |
| We will embed climate and | collaboration projects to | develop an approach for the |  |
| nature‑positive content across | develop a better understanding | wider TV industry. |  |
| all genres, for all audiences. | of the impact of our content, and |  |  |

share the insights gained with
the wider creative community.
## Love Island and eBay partnership
2
In the summer of 2022, eBay ‘Shop the Show’ tab on the on‑screen, with 3million 1 Love Island REACTIONS Survey, The
was the show’s first pre‑loved official Love Island app and people having a more positive Village; Base: Viewers 16‑34
(n=318/339/336)

| fashion partner, providing items | through bespoke content on | opinion of shopping sustainably |  |  |
| --- | --- | --- | --- | --- |
|  |  |  | 1,2 | 2 Social Purpose tracker and booster |
| for a shared wardrobe for | theeBay website. | and 3.1million | people being |  |

survey, August 2022 (N=2030 adults;
participants situated in the more likely to shop sustainably
nationally representative sample)
1
villa– a Love Island first. More than two‑thirds of Love as a direct result of watching
Viewers were able to explore Island viewers were driven to the show.
eBay’s pre‑loved fashion via the act after seeing the partnership
50 ITV plc Annual Report and Accounts 2022
STRATEGIC REPORT SOCIAL PURPOSE CONTINUED

|  |  | Overview | met our workforce targets at | networks, and our Cultural |
| --- | --- | --- | --- | --- |
|  |  | Our mission is to create and | the ‘All colleagues’ level, | Advisory Council to co‑develop |
|  |  | showcase content by, with and | surpassing our targets for | ITV’s D&I strategy for the next |
|  |  | for everyone, connecting and | LGBTQ+ colleagues and women | three years. |
|  |  | reflecting modern audiences. | and increasing representation |  |
|  |  | As the UK’s largest commercial | to 14.9% People of Colour (from | Our strategy for the next phase |
|  |  | broadcaster, we recognise the | 12.1% in 2019) and 11.4% d/Deaf, | of ITV’s Diversity Acceleration |
|  |  | power and reach of our | disabled and neurodiverse | Plan is designed to take us |
|  | Diversity & | programming and want to | colleagues (from 7.0% in 2019). | further, faster, building on our |
|  |  | ensure that the widest range | We have made improvements at | continued progress and learnings |
|  | Inclusion | ofpeople can tell their stories. | Manager and Senior Leadership | to date. Our ambition is to have |
|  |  | Highlights in 2022 included | Team levels but are continuing | the biggest possible impact and |
| Content by, with |  | launching our £80million | to work to achieve those targets | play our part in driving |
|  |  | Diversity Commissioning Fund, | at senior levels. Two years on | long‑lasting change across the |

### andfor everyone,
the ITV Studios Disabled from launching ITV’s Diversity industry and wider society. To
### connecting and
Writers in Development Acceleration Plan, our D&I do that, we will continue to
### reflecting modern
initiative, and the Amplify (Diversity and Inclusion) team engage everyone across our
### audiences. senior leadership programme have collaborated with global business to work to
for People of Colour. We broadly colleagues, chairs of staff achieve ITV’s D&I ambitions.
### Our goals
### Our Diversity & Inclusion strategy
Champion diversity
through our mainstream
Content by, with and for everyone, connecting and reflecting modern audiences
content, create equitable
opportunities at ITV and We champion diversity We create equitable We each play our part to
across the industry, and through our mainstream opportunities for people at create an inclusive culture at
create an inclusive content ITV and across the industry ITV
culture at ITV.
• We have a diverse range • We run personalised • Everyone at ITV can be
ofnew voices on‑screen interventions for themselves and receives the
### Sustainable
andoff‑screen in our underrepresented groups support they need to thrive.
### Development Goals
biggestshows with the inour workforce, on‑screen • ITV staff, especially leaders,
biggest audiences. and off‑screen. each take responsibility to
• We celebrate and • Everyone has opportunities embed D&I in our contexts
authentically portray what to thrive at ITV and across and work.
makes us different, while the industry. • We have more equitable
also highlighting the things hiring, promotion and
that connect us. retention.
Accessibility and disability equity is built into everything we do at ITV, including our programmes,
processes and places
Fresh Cuts gives rising Black
filmmakers the opportunity to
gettheir first ITV commission
ITV Pride is our company‑wide
LGBTQ+ (lesbian, gay, bisexual,
trans, queer and more) colleague
network with over 300 members
ITV plc Annual Report and Accounts 2022 51
STRATEGIC REPORT SOCIAL PURPOSE CONTINUED

| Mainstream content | Qualifying programmes included | Creating opportunities | Inclusive culture |
| --- | --- | --- | --- |
| We want everyone to enjoy ITV | some commissioned previously | ITV won Best Broadcaster for | It is important for all colleagues |
| content that reflects their | such as Joe and John Bishop: | New Talent at The Edinburgh TV | to feel welcome and supported |
| experiences. We launched ITV’s | Life After Deaf and Riches, | Foundation New Voice Awards | at ITV. We commissioned Ernst |
| Diversity Commissioning Fund, | recommissions such as Sorry | 2022. We completed the | & Young to audit key policies and |
| reserving £80million of our | IDidn’t Know and Christmas | second year of ITV’s Step Up | D&I practices and we were |
| existing commissioning budget | Comedy Club with Lost Voice | 60initiative, creating a further | pleased to receive the highest |
| over three years, to drive | Guy, and new commissions | 61 opportunities (123 over two | grading. We held an Accessibility |
| change towards racial equity | such as Fresh Cuts. | years) for People of Colour and | Summit for staff and launched |
| and disability equity in whose |  | d/Deaf, disabled and | Accessibility Champions – 91% |
| stories get told and who gets | ITVX launched a worldwide | neurodiverse people to step | of survey respondents said they |
| opportunities in TV production. | streaming first – a British Sign | upto more senior roles in | have a better understanding of |
| Of this amount, at least | Language channel, solely | production. Additionally, 30 d/ | their part to play in embedding |
| £20million is ring fenced for | featuring signed programming. | Deaf, disabled and neurodiverse | accessibility throughout ITV |
| content made by People of | We also improved | people received virtual training | following the summit. We set our |
| Colour‑led and d/Deaf, disabled | representation on‑screen and | across departments working on | first target for colleagues from |
| and neurodiverse‑led | off‑screen more broadly. | Ralph and Katie, which is | working class backgrounds – |
| production companies. We also | Highlights include our most | co‑produced by ITV Studios. | 33% – which we aim to achieve |
| created a new £500,000 | diverse line‑up yet for Love |  | by the end of 2025. We are also |
| Development Fund to develop | Island in summer 2022, and | Five up‑and‑coming Black | publishing our Disability and |
| ideas that will qualify for the | MoGilligan hosting the BRIT | filmmakers created films for | LGBTQ+ pay gaps for the first |
| Diversity Commissioning Fund. | Awards 2022. People of Colour | Black History Month 2022 | time alongside our Gender and |
|  | played 26% of lead roles in our | through our Fresh Cuts | Ethnicity pay gaps. |
| In 2022, we spent £25.1million | biggest shows from July2021 to | initiative. ITV committed |  |
| on programmes that met the | May2022., increasing from 17% | £1million in commercial airtime |  |
| Diversity Commissioning Fund | from July2019 to May 2000 (see | plus support for the Black |  |
| criteria, including £16.3million | our Diversity Acceleration Plan | Founders Fund with Google, |  |
| on content made by People of | report page51 for more details). | supporting Black‑led tech |  |
| Colour‑led and d/Deaf, disabled |  | startups and businesses. |  |

and neurodiverse‑led
production companies.
DI Ray is a compelling ITV crime
thriller created by Maya Sondhi
andfeaturing Parminder Nagra
asthe lead
ITV Able, our Disability colleague
network, held its first Able Month
in2022 with a series of events
showcasing ITV’s disability
inclusionprogress
52 ITV plc Annual Report and Accounts 2022
STRATEGIC REPORT SOCIAL PURPOSE CONTINUED
### UK workforce diversity data
ITV Overall Diamond
Senior

|  |  |  |  |  | Leadership |  |  |  | On‑screen |  | Off‑screen |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  | All colleagues |  | Managers |  |  | Tea m |  | (Diamond Fifth |  | (Diamond Fifth |  |  |
| Characteristic 2022 Target |  | (2022) |  | (2022) |  | (2022) | 1 | Cut, 2020‑21) |  | 2 Cut, 2020‑21) |  | 2 |

Age 50+ – 15.5% 18.5% 40.2% 21.9% 23.1%
d/Deaf, disabled or neurodiverse 12% 11.4% 9.5% 9.3% 9.6% 4.5%
People of Colour 15% 14.9% 9.7% 13.0% 17.5% 14.2%
3
Lesbian, gay, bisexual, trans, queer and more (LGBTQ+) 7% 9.3% 9.7% 4.5% 18.3% 21.3%
Women 50% 53.7% 49.0% 46.2% 49.6% 46.9%
4 4 4
Working class socio‑economic background – 30.2% 30.8% 28.9% – –
Figures include UK permanent and PAYE fixed‑term employees only (it does not include freelance, contingent or agency workers) and are based on the number of employees who
chose to share diversity data.
1. The SLT is a defined group of senior leaders which includes the Management Board. This table includes the 184 SLT members based in the UK.
2. On‑screen and off‑screen representation is measured using Diamond, an industry‑wide data collection system for monitoring and reporting diversity in broadcasting. This data
is from the latest Fifth Cut report, the Sixth Cut report is due to be published in 2023. More information about Diamond can be found on the Creative Diversity Network website:
www.creativediversitynetwork.com/diamond.
3. Our LGBTQ+ target combines sexual orientation and gender identity. We measure these separately and combine these categories.
4. When analysing our class data, we excluded responses from people who answered ‘don’t know’, ‘not applicable’, ‘prefer not to say’ etc. This enables us to compare our main
question with national benchmarks. This method is slightly different to how we analyse other diversity characteristics (based on all colleagues who share data, including those
who respond ‘prefer not to say’) as those questions do not have a ‘don’t know’ option. We followed expert advice on how to analyse and interpret this information.
Socio‑economic background is not measured on‑screen and off‑screen through Diamond yet, so our 33% target for 2025 applies to our workforce including senior colleagues.
Note: Under the Companies Act 2006, we are required to report on the gender breakdown of our senior managers – this statutory definition is broader than our definition of
members of the global SLT (a defined group of 350 senior leaders within the business). Of our global workforce of 7,272 who disclosed their gender (3,268 men, 4,004 women), 410
were senior managers (227 men, 132 women), which includes members of the SLT and directors on the Boards of undertakings of the Group (to the extent there are additional
individuals), but exclude individuals who sit as directors on the Board of the Company.
ITV has published its Gender, Ethnicity, Disability and LGBTQ+ Pay Gap Report: www.itvplc.com/investors/governance
For more information on our Diversity Acceleration Plan, refer to: www.itv.com/inclusion/articles/diversity‑acceleration‑plan
### We have a global workforce and We take an intersectional Targets for 2025 We are pleased to have met or
welcome colleagues of all approach and published our surpassed most of our 2022
Improve representation in ITV’s
nationalities. Within our UK intersectional data for the first workforce targets at the ‘All
workforce, on‑screen and
workforce, we have colleague time in 2022. For instance, colleagues’ level. However, we
off‑screen by the end of 2025.
representation from over 45 looking at gender and age and did not meet multiple targets at
nationalities. While our D&I building on our menopause Manager and SLT levels so we
Disability

| initiatives and data have mainly | policy launched in 2021, we | are strengthening our focus on |
| --- | --- | --- |
| covered our UK workforce so | continued to change the way | senior representation, |
| far, in 2022 we started rolling | people think and talk about the | particularly for d/Deaf, disabled |

## 12%
out our D&I strategy globally menopause with our This and neurodiverse colleagues
d/Deaf, disabled,
across ITV Studios and will Morning Takes On The (12%) and People of Colour
neurodiverse, or with a
continue this in 2023. Menopause campaign and the (15%). We are disappointed that
long‑term health condition
Menopause Bus. This visited despite improvements, we did
In the UK, our data led us to Manchester and Southend; not meet our disability targets,
Class
prioritise initiatives for People these campaigns brought including in production and
of Colour, d/Deaf, disabled or support to nearly half of the on‑screen, and we are
neurodiverse people, and women in the UK that are prioritising more interventions
## 33%
people from working class currently experiencing to address this. We have
from working class
backgrounds. 17 colleagues symptoms. Our colleague renewed our targets for 2025
socio‑economic backgrounds
participated in Amplify, our networks continue to play a while considering census
senior leadership programme critical role in connecting results and our progress so far.
Ethnicity

| for People of Colour. Each | colleagues and pushing for | As we reached 14.9% People of |
| --- | --- | --- |
| participant was sponsored by a | change. We have seen fantastic | Colour overall at ITV, we are |
| member of the Management | engagement and growth across | increasing this target at the ‘All |

## 20%
Board or PLC Board. 17 young Able (our disability network), colleagues’ level to 20% by
People of Colour at the
people on Universal Credit Balance (our work‑life network), 2025. As we meet targets, we
‘Allcolleagues’ level at ITV
joined ITV on six‑month Embrace (our Black, Asian and will continue to review and
Kickstart placements and were Minority Ethnic network), Pride update them. Our new 33%
## 15%
sponsored by our Amplify (our LGBTQ+ network) and our working class target only
People of Colour at senior levels

| participants. After completing | Women’s Network. Our |  | applies to ITV colleagues as this |
| --- | --- | --- | --- |
| their placements, 14 | networks run various events |  | data is not collected by |
| Kickstarters had their contracts | and campaigns. For example, | Gender | Diamond (the system for |
| extended or found new roles, | our Embrace network |  | monitoring diversity in |
| including 11 at ITV. We also | celebrated various different |  | broadcasting). We will continue |

## 50%
successfully renewed ITV’s religious holidays throughout to work to drive positive change
Women

| status as a Disability Confident | the year and marked |  | and we will monitor and publish |
| --- | --- | --- | --- |
| Leader, demonstrating our | Islamophobia Awareness |  | our progress annually. |
| continued work in this area. For | Month and other key dates | LGBTQ+ |  |
| instance, five out of 12 places | related to race, ethnicity and |  |  |
| on our News Traineeship | nationality. See our Social |  |  |

## 7%
scheme were ring fenced for Purpose report and Diversity
Lesbian, gay, bisexual, trans,
d/Deaf, disabled and Acceleration Plan report for
queer and more
neurodiverse candidates in more information.
2021 to 2022.
ITV plc Annual Report and Accounts 2022 53
STRATEGIC REPORT OUR PEOPLE
## Our People
### Our people are at the heart of our success; from
### thecobbles of Coronation Street to developing
### thetechnology to power ITVX (our new streaming
### service) our development offering is designed to
### build the skills and capabilities to enable ITV to
### deliver on it’s strategic ambitions, drive inclusion and
### enable everyone to deliver their best work and thrive.
### The ITV Way

| Composition of our workforce | 3. We continue to equip leaders, |  |
| --- | --- | --- |
| Our workforce is made up of permanent | managers and colleagues with the | The ITV Ways of working are embedded |
| andfixed term employees, freelancers | tools and resources to manage a | across all of our people’s processes |
| (individuals who provide their services on | hybrid environment through our | from recruitment and selection, to |
| aspecific project or programme for a finite | Smartworking approach including: | development and performance |
| period of time); and contractors (companies |  | management. They enable all |

• Workshops to support
or suppliers who provide a service to ITV). employees to understand our ways
understanding of the key
AtITV we call these our colleagues. ofworking and what we expect from
principlesof Smart Working
colleagues, leaders and managers at
### Investing in and rewarding • An online, self service toolkit to ITVin order to be commercially
equip everyone to have ongoing successful. Our ITV Ways covers:
### ourpeople
Smart Working conversations
We are committed to investing in and
### building a high performing, creative and • Facilitated clinics with teams/ Make it brilliant:
diverse workforce. We continue to adopt a individuals to identify and remove Creativity for everyone
comprehensive and inclusive approach to potential blockers
investing in and rewarding our workforce.
### 4. Our performance management Make it new:
approach focuses on having regular, Openness to change, without barriers
In 2022 we welcomed 17 colleagues from
quality performance management
theunderrepresented groups through the
conversations, with objectives set
Government Scheme, Kickstart. The
### Make it together:
andperformance reviewed against
programme is aimed at 16‑24 year olds on
Collaborating and embracing
these. Our performance management
Universal Credit who have had difficulties
differences
approach is based on up to
finding long term employment. These 17
4performance reviews with additional
hadthe opportunity to join ITV on a 6 month
check‑ins over a 12 month period with
placement gaining experience and guidance Aligned with the ITV Way, we have a set
particular focus on:
on developing skills and knowledge to ofbehavioural expectations for leaders,
enable them to progress into long term • Setting goals/ objectives/ managers and colleagues. Our ITV
employment following their time with us. outcomes behaviours provide a framework for
colleagues, leaders and managers to
• Discussing personal development
We continue to invest in the development understand what’s expected of them in
goals
of our workforce through a range of online, terms of how they deliver as well as what
on demand and in person workshops, as • Career and development planning they deliver in their roles. The behaviours
well as access to our online development underpin how we manage performance
• Reviewing performance and
portal ‘My Academy’. and support career and development
applying lessons learnt
conversations.

| Through the workshops and access to | 5. 2022 saw the introduction of the |
| --- | --- |
| MyAcademy, we continue to build | annual career conversations, in |
| leadership and line manager capability | addition to Talking Performance, to |
| andsupport personal skills development, | ensure robust career and development |
| wellbeing andresilience for all employees. | conversations are taking place across |

Company Culture: Make Your Mark
ITV. Line Manager support has been
1. In line with our digital transformation we provided through:
have focused development opportunities
• An email series with curated articles,
on building digital and data capabilities
bite sized learning, podcasts, tools
through the hiring of new talent and
and resources to equip managers in
providing development for current
having great career conversations
employees ensuring we have the skills
todeliver our strategic priorities. • Coaching Circles launched to build
manager confidence in talking
2. Aligned with ITV behaviours, our Agile
about careers.
principles continue to be leveraged across
the organisation with the newly formed
Transformation Operations Director’s
Office (TODO) ensuring they are deployed
across all our large scale transformation
projects. This is supported with toolkits
and materials toenable newly formed
teams to work effectively in an agile way.
54 ITV plc Annual Report and Accounts 2022
STRATEGIC REPORT OUR PEOPLE
Attracting and retaining talent is critical
todelivering phase two of our More Than
TV strategy and our digital transformation. ITV Colleague Networks
To ensure we are able to hire and retain
thebest people, we launched a Digital
SkillsProgramme in Q4 2021 to address
shorter‑term resourcing gaps as well as
build up digital capabilities we need for the
next 3‑5years, across technology, product
&data. In 2022 the work has focused on the
following areas;
• Recruiting new digital skills required
• Building team and leadership capability
to support agile delivery of our key
transformation projects
• Developing existing talent and retaining
skills we need for the future
Along with the on‑going focus on attracting
and developing creative talent, the delivery
of this programme of work is key to
attracting and retaining the talent we need
now and for the future. Our approach to
attracting and retaining talent through pay,
and information on the Remuneration
Committee’s consideration of workforce Our People: A True Partnership
remuneration and related policies, are set
out on pages 141 and 142. Our successful
and popular Save As You Earn scheme
The ITV Amplify programme was launched • Deaf Awareness Week highlighted Deaf
givesour workforce the opportunity to
to support senior people of colour, make culture through real‑life stories and we
engage with and celebrate ITV’s success,
them a peer group, enhance their held two Accessibility Summits, the
and encourages voluntary investment in
leadership skills and build their profile both second on ITVX accessibility
ITV shares.
internally and externally. 17 Amplifiers were
all matched with a management board or In 2023, we’ll keep discussing Disability and
### Building an inclusive culture
Plc member as a sponsor as well as encouraging everyone to get involved.
Driving an inclusive environment where
becoming sponsors themselves to the 17
everyone can be their authentic self and
Kickstarters. More information on this can We have continued to position ITV as
thrive is critical to the delivery of our
be found on page53. aninclusive employer of choice by
strategic priorities. We value the creativity
strengthening and broadening our talent
that diversity brings to our business and
More information on Diversity, Equality and attraction strategy, including:
continue to provide support and
Inclusion aims and workforce initiatives to
development for leaders and managers to • New Employer Branding , aligned to our
support these can be found in our Diversity
build inclusive teams through a series of digital skills programme of work
and Inclusion Report on pages51 to 53.
programmes which we expect them to
• Refreshed ITVJobs.com and career
attend; inclusive hiring and inclusive leader;
In January 2022 we held an Accessibility pages to bring our culture to life and
as well as two specific programmes on Race
Summit for our Leaders and Managers to provide a clearer and more engaging
Fluency and Creating Disability Inclusion.
look at how we could embed Accessibility proposition for potential candidates
across the business. Alongside this the looking to build their career at ITV
Our colleagues in Signpost are also
Access Champions programme was
providing Deaf Awareness Training, which is • Use of a talent mapping tool to enable
relaunched – this supports anyone within
a programme open to all colleagues and is targeted campaigns & gather improved
the business who has a passion to drive
designed to give those attending more insights of the candidate market
cultural change around accessibility at ITV.
confidence working and communicating
We have a range of champions from right • Bespoke campaigns & enhanced use of
with a deaf member of staff or client. The
across the company working to raise job boards across Product, Data,
training is delivered by a Deaf trainer and
awareness of accessibility within their Technology as well as Finance & Legal
offers a safe space for hearing participants
teams and helping to embed accessibility
to ask questions and gain knowledge about • We have partnered with BLG Mind, a
into everything we do.
deafness and how it can benefit them and charitable organisation who partners with
their department. the NHS to support people with mental
ITV Able Month launched in 2022,
health issues get into employment.
showcasing ITV’s Disability inclusion
We continue to work with colleagues who Theypromote our opportunities to their
progress, with a variety of events including;
participated in ITV Rise (our 12 month communities and help us to attract more
culture change programme), to build race under‑represented groups into ITV
• ITV Able Away Day, attended by our
confidence and support people of colour
chairman and members of the • We invited 20 people from the Blind
move into a manager role with alumni
management board, featuring talks inBusiness school to learn more about
events to help them understand more
fromour D&I team and an Inclusive ITV and the opportunities we offer, plus
about their personal style as well as career
Careers panel encouraging network how we support colleagues who declare
opportunities. 57% of participants still at
members and leaders to take action a disability
ITV have had a change in job title
(promotion measurement). • As well as supporting the ITV News
Traineeships for Disabled journalists, ITV
News held a panel discussing inclusion
and future goals
ITV plc Annual Report and Accounts 2022 55
STRATEGIC REPORT OUR PEOPLE CONTINUED
### Mental health, wellbeing and
### dutyof care
Digital First: Driving change throughout
Supporting the mental and physical health
ourbusiness
of colleagues remains a key priority,
particularly in light of the changing ways
ofworking. The move to a hybrid working
environment has been supported with the
use of specific online workshops and
curation of resources each focused on
building personal resilience, psychological
fitness and managing high performing
teams in a hybrid world. Additionally, our
ITV Feel Good offering continues to provide
advice, support and tools for inspiring and
enabling colleagues to look after their own
Big ambitions: An ever‑evolving
wellbeing and have a balanced and healthy
culturalimpact
working lifestyle.
The Mental Health Advisory Group (MHAG)
has continued to meet regularly over the past
year. By providing support, guidance and
challenge it ensures that ITV’s commitment
to the mental health and wellbeing of
colleagues, production staff and
freelancers, programme participants and
the viewing public remains industry‑leading.
Chaired by Baroness Ruth Davidson the
MHAG includes experts from leading mental
health charities including Mind, YoungMinds,
SAMH, independent advisors, and
representatives from across ITV, ITV Studios
and STV. In 2022 the MHAG discussed a wide

| • We continue to partner with external | growth and progression. For example, we | range of subjects, including; post‑pandemic |
| --- | --- | --- |
| organisations, who can support us in | introduced Disability Access Passports | working practices, the role of leaders in |
| attracting a broader range of potential | in 2021 and have embedded these | managing change, best practice for ensuring |
| candidates to ITV including: Creative | through the induction process for all | comprehensive duty of care across all our |
| Access, Evenbreak and The Care | colleagues as well as through the | shows, ITV’s role as a convenor of mental |
| LeaverCovenant | Creating Disability Inclusion training for | health conversations, and mental health |
|  | leaders and managers. The passports | trends and industry challenges for 2023. |

• ITV won Best Diversity, Equity and
were created to support disabled Such conversations have informed our
Inclusion at the DataIQ Awards 2022. The
colleagues discuss the adjustments and socialpurpose campaigns, including the
award honours the best individuals, teams
personalisations they need with their line award‑winning Britain Get Talking, which so
and developments in the data world and
managers. This tool is designed as a far has resulted in over 100 million actions
recognises ITV’s commitment to diversity
conversation starter and can be used and being taken by the public to support better
and inclusion, and reflects viewer diversity
updated at any time in your journey at ITV. mental health. The MHAG will continue to
on and off screen. This was as a result of
meet throughout 2023 and is set to explore
the data resourcing team re‑examining We continue to be members of the
a number of important issues, such as
the recruitment process which has led to ‘Valuable 500,’ the global business
cost‑of‑living pressures and continue to
female diversity reaching 52% and collective made up of 500 CEO’s and
empower ITV to use our powerful platform to
People of Colour reaching 33% across all their organisations innovating together
make a difference in areas that really matter.
levels as the team has quadrupled in size for disability inclusion. We are also
in nine months takingpart in their Generation Valuable
Additionally our Duty of Care Operating
leadership programme where one
ITV has a continued commitment to Board ensures that ITV’s duty of care
disabled colleague from ITV will be part of
recruiting, retaining and developing processes continue to evolve with a focus
their global leadership programme
disabled people with the Department for on the international ITV Studios labels
andwill be mentored by our CEO.

| Work and Pensions renewing our Disability |  | producing non‑scripted programmes in |  |
| --- | --- | --- | --- |
| Confident Leader accreditation. Through | Engagement | 2022. Further information about the role |  |
| this we commit to giving full and fair | Colleague engagement is a key way of | ofthe Board and the activity undertaken |  |
| consideration to the employment of | monitoring and assessing our culture. A | in2022 can be found on page 13. |  |
| people with a disability or health | keyopportunity identified in the 2021 |  |  |
| condition, and guarantee an interview | Engagement Survey was career and |  | All colleagues, including freelancers, are able |
| tocandidates with a disability who meets | development and we completed a pulse |  | to raise concerns through our Speaking Up |
| the minimum requirement for a role. | survey in 2022 to give us a deeper |  | framework (please see pages117 and 133). |

understanding of what this means for ITV
We continue to work with specialist For further information on how the Board and
colleagues and what’s most important to
providers who advise and support management engage with the workforce,
them in terms of career and development please see pages112 to 113.
colleagues and managers regarding
now. There was a participation rate of 69%
workplace adjustments as well as any
for ITV overall. 70% think that “ITV is a
adjustments candidates need through
greatcompany for you to make a
theapplication and hiring process. We are
contribution to your development”
committed to ensuring that all training,
and56%think “There are good career
career development and promotion
opportunities for me at ITV”. These two
opportunities are accessible and inclusive
scores are broadly in line with other
to all colleagues with a disability and that
companies. We are now working with each
they have equal career opportunities for
business area to deliver relevant actions.
56 ITV plc Annual Report and Accounts 2022
STRATEGIC REPORT ALTERNATIVE PERFORMANCE MEASURES
## Alternative Performance Measures
### The Annual Report and Accounts includes both statutory
### and adjusted measures (Alternative Performance Measures
### or APMs), the latter of which, in management’s view, reflect
### the underlying performance of the business and provide a
### more meaningful comparison of how the business is
### managed and measured on a day‑to‑day basis.
Our APMs and KPIs are aligned with our As adjusted results exclude certain items The Audit and Risk Committee has
strategy and business segments and (such as significant legal, major oversight of ITV’s APMs and actively
together are used to measure the restructuring and transaction items), they reviews, challenges, revises and approves
performance of our business and form the should not be regarded as a complete the policy for classifying adjustments and
basis of the performance measures for picture of the Group’s financial exceptional items. Further detail is
remuneration. Adjusted results exclude performance. The exclusion of adjusting included in the following section.
certain items because, if included, they items may result in adjusted earnings
could distort the understanding of our being materially higher or lower than
performance for the period and the statutory earnings. In particular, when
comparability between periods. APMs are significant impairments, restructuring
not defined terms under IFRS and may not charges and legal costs are excluded,
be comparable with similarly titled adjusted earnings will be higher than
measures reported by other companies. statutory earnings.
### Key adjustments for EBITA, Production tax credits Exceptional items
### adjusted EBITA, adjusted EBITDA, The ability to access tax credits, which are These items are excluded to reflect
rebates based on production spend, is performance in a consistent manner and in
### profit before tax and EPS
fundamental to our ITV Studios business line with how the business is managed and
EBITA is calculated by adjusting operating
across the world when assessing the measured on a day‑to‑day basis. They are
profit for operating exceptional items and
viability of investment decisions, especially typically material amounts related to costs,
amortisation and impairment.
with regards to drama and comedy. ITV gains or losses arising from events that are
reports tax credits generated in the US and not considered part of the core operations
Adjusted EBITA is calculated by adding back
other countries (e.g. Italy, Canada and of the business, though they may cross
high‑end production tax credits to EBITA.
Spain) within cost of sales, whereas in the several accounting periods. These include,
Further adjustments, which include the
UK tax credits for high‑end drama must be but are not limited to, costs directly related
gain/loss on the sale of non‑current assets,
classified as a corporation tax item. to acquisitions, costs related to major
amortisation and impairment of assets
However, in our view all tax credits relate reorganisation and restructuring
acquired through business combinations
directly to the production of programmes. programmes, material onerous contracts,
and investments, and certain net financing
Therefore, to align treatment, regardless of significant impairments, employee‑related
costs, are made to remove their effect from
production location, and to reflect the way tax provisions and other items such as
adjusted profit before tax and adjusted EPS.
the business is managed and measured on non‑routine legal costs (e.g. legal costs
The tax effects of all these adjustments are
a day‑to‑day basis, these are recognised in related to items which are themselves
reflected in the adjusted tax charge. These
adjusted EBITA. Our cash measures, considered to be exceptional items). We
adjustments aredetailed below.
including profit to cash conversion and free also adjust for the tax effect of these items.
cash flow are also adjusted for the impact Further detail is included in note 2.2 to the
Adjusted EBITDA, which is used to calculate
of production tax credits. financial information.
the Group’s leverage, is calculated by adding
back depreciation to adjusted EBITA.
ITV plc Annual Report and Accounts 2022 57
STRATEGIC REPORT ALTERNATIVE PERFORMANCE MEASURES CONTINUED
Acquisition‑related costs Reconciliation between statutory and adjusted results
We structure our acquisitions with earnouts

| or put and call options, to allow part of the |  |  |  | 2022 |  | 2022 |  | 2022 |  | 2021 |  | 2021 |  | 2021 |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  | Statutory |  | Adjustments |  | Adjusted |  | Statutory |  | Adjustments |  | Adjusted |  |
| consideration to be based on the future | Twelve months to 31 December |  |  | £m |  | £m |  | £m |  | £m |  | £m |  | £m |
| performance of the business as well as to |  | 1 |  |  |  |  |  |  |  |  |  |  |  |  |
|  | EBITA |  |  | 668 49 717 784 29 813 |  |  |  |  |  |  |  |  |  |  |

lock in and incentivise creative talent.
Exceptional items
Where consideration paid or contingent
2
(operating) (65) 65 – (196) 196 –
consideration payable in the future is
Amortisation and
employment‑linked, it is treated as an
3
impairment (84) 57 (27) (69) 49 (20)
expense (under accounting rules) and
therefore part of our statutory results. Operating profit 519 171 690 519 274 793
4

| However, we exclude all consideration of this | Net financing costs | (26) – (26) (50) 19 (31) |
| --- | --- | --- |
| type from adjusted EBITA, adjusted profit | Share of profits on |  |
| after tax and adjusted EPS as, in our view, | JVsand associates 8 – 8 12 – 12 |  |

these items are part of the capital
(Loss)/Gain on sale of
transaction and do not form part of the
non‑current assets,
Group’s core operations. The Finance
subsidiaries and
Review explains this further.
investments – – – (1) 1 –
Acquisition‑related costs, including legal
Profit before tax 501 171 672 480 294 774
and advisory fees on completed deals or
5
Tax (66) (69) (135) (92) (61) (153)
significant deals that do not complete, are

| also treated as an expense (under | Profit after tax 435 102 537 388 233 621 |
| --- | --- |
| accounting rules) and therefore on a | Non‑controlling interests (7) – (7) (10) – (10) |
| statutory basis form part of our statutory | Earnings 428 102 530 378 233 611 |

results. In our view, these items also form
Shares (million),
part of the capital transaction or are one‑off
weightedaverage 4,010 – 4,010 4,005 – 4,005
and material in nature and are therefore
EPS (p) 10.7p – 13.2p 9.4p – 15.3p
excluded from our adjusted measures.
6
Diluted EPS (p) 10.6p – 13.1p 9.3p – 15.1p
Restructuring and reorganisation costs
1. £49million (2021: £29million) adjustment relates to production tax credits which we consider to be a contribution
Where there has been a material change in to production costs and working capital in nature rather than a corporate tax item. EBITA is not a statutory measure
the organisational structure of a business but is presented on the Consolidated Income Statement as an additional performance measure and is therefore
area or a material initiative, these costs are reconciled to adjusted EBITA in the table above
2. Exceptional items of £65million (2021: £196million) largely relate to restructuring, transformation and property
highlighted and are excluded from our
costs of £52million. Refer to the Finance Review.
adjusted measures. These costs arise from
3. £57million (2021: £49million) adjustment relates to amortisation and impairment of assets acquired through
significant initiatives to reduce the ongoing
business combinations and investments. We include only amortisation on purchased intangibles, such as software,
cost base and improve efficiency in the within adjusted profit before tax.
business to enable the delivery of our 4. £19million adjustment in 2021 is non‑cash interest cost; the adjustment in 2022 is £nil. This provides a more
strategic priorities. We consider each project meaningful comparison of how the business is managed and funded on a day‑to‑day basis.
5. Tax adjustments are the tax effects of the adjustments made to reconcile profit before tax and adjusted profit
individually to determine whether its size
before tax. A full reconciliation is included in the Finance Review.
and nature warrant separate disclosure.
6. Weighted average diluted number of shares in the period was 4,046million (2021: 4,051million).
Material onerous contracts
A contract is considered onerous when the Adjusted EBITDA (used to calculate the Group’s leverage) for the year is £770 million
unavoidable costs of the contract exceed (2021:£872 million), calculated byadding back depreciation of £53 million (2021: £59million)
the revenues associated with it. In 2020 to adjusted EBITA (whichis shown in the table above).
and2021, we had exceptional charges for
material onerous transmission contract
provisions relating to committed costs
oftransmission capacity on satellite
transponders that are no longer used in
theM&E business. There are no revenues
associated with this capacity as there are
no channels on the relevant satellite
transponders. This provision remains in
2022, however there were no exceptional
charges in the period.
58 ITV plc Annual Report and Accounts 2022
STRATEGIC REPORT ALTERNATIVE PERFORMANCE MEASURES CONTINUED
### Amortisation and impairment Other Alternative Covenant net debt, covenant liquidity and
### Amortisation and any initial impairment PerformanceMeasures covenant adjusted EBITDA
ofassets acquired through business Total revenue Covenant net debt is our leverage as
combinations and investments are not As a vertically integrated producer defined in our Revolving Credit Facility
included within adjusted earnings. As these broadcaster and streamer, we look at the (RCF) agreement. This calculation is
costs are acquisition‑related, and in line with total revenue generated by the business materially different to how net debt is
our treatment of other acquisition‑related including internal revenue, which is the sale defined and is relevant in demonstrating
costs, we consider them to be capital in of ITV Studios programmes to M&E. ITV wehave met the required RCF financial
nature as they do not reflect the underlying Studios selling programmes to the M&E covenants at our reporting date.
trading performance of the Group. business is an important part of our strategy
Amortisation of software licences and as a vertically integrated business and it Covenant adjusted EBITDA (Earnings
development is included within our adjusted ensures we own all the rights to the content. before Interest, Tax, Depreciation and
profit before tax as management consider Amortisation) is used to calculate our
these assets to be core to supporting the A reconciliation between external revenue covenant compliance and our leverage,
operations of the business. and total revenue is provided below. andis defined in our RCF agreement.
Thecalculation of covenant adjusted

| Net financing costs |  | 2022 | 2021 | EBITDA, covenant net debt and covenant |
| --- | --- | --- | --- | --- |
|  | Twelve months to 31 December | £m | £m |  |
| Net financing costs are adjusted to reflect |  |  |  | liquidity are detailed in the tables below: |

External revenue
the underlying cash cost of interest for the
(Statutory) 3,728 3,453 31 31
business, providing a more meaningful

|  |  |  | December |  | December |  |
| --- | --- | --- | --- | --- | --- | --- |
| comparison of how the business is managed | Internal supply 617 589 |  |  | 2022 |  | 2021 |
|  |  |  |  | £m |  | £m |
| and funded on a day‑to‑day basis. The | Total revenue |  |  |  |  |  |
| adjustments made remove the impact of | (Adjusted) 4,345 4,042 | Operating profit 519 519 |  |  |  |  |
| mark‑to‑market gains or losses on swaps |  | Exceptional items 65 196 |  |  |  |  |
| and foreign exchange, one‑off fees and | Net pension surplus/deficit |  |  |  |  |  |

Amortisation and
premiums relating to the buyback of bonds, This is our defined benefit pension scheme
impairment 84 69
exceptional interest on acquisitions, surplus or deficit under IAS 19 adjusted for
EBITA 668 784
imputed pension interest and other financial other pension assets, mainly gilts, which
Depreciation 53 59
gains and losses that do not reflect the are held by the Group as security for future
unfunded pension payments for four Right of use assets
relevant interest cash cost to the business
Granada executives and over which the depreciation (25) (25)
and are not yet realised balances.
unfunded pension scheme holds a charge. Interest charged on
See note 3.7 to the Financial Statements. leaseliabilities (4) (3)
Covenant adjusted
Profit to cash conversion EBITDA 692 815
This is the measure of our effectiveness
atworking capital management. It is

|  |  | 31 |  | 31 |
| --- | --- | --- | --- | --- |
| calculated as our adjusted cash flow as | December |  | December |  |
|  |  | 2022 |  | 2021 |

a proportion of adjusted EBITA. Adjusted
£m £m
cash flow, which reflects the cash
Net debt (including
generation of our underlying business, is
IFRS 16 lease
calculated on our statutory cash generated
liabilities) (623) (414)
from operations and adjusted for
Impact of IFRS 16
exceptional items, net of capex on
leaseliabilities 132 92
property, plant and equipment and
intangible assets, and including the cash Long‑term trade
impact of high‑end production tax credits. payables (17) (18)
Other pension asset 47 62
Adjusted free cash flow
Covenant net debt (461) (278)
This is our measure of adjusted free cash
Covenant net debt to
flow after we have met our financial *
adjusted EBITDA 0.7x 0.3x
obligations. It takes our adjusted cash
flowand removes the impact of net
Cash and cash
interest, adjusted cash tax (which is the
equivalents 348 736
total tax paid adjusted to exclude the

| receipt of production tax credits) and | Undrawn RCF 450 630 |  |  |
| --- | --- | --- | --- |
| pension funding. A full reconciliation is | Undrawn CDS facility 300 148 |  |  |
| included in the Finance Review. |  | ** |  |
|  | Covenant liquidity |  | 1,098 1,514 |

* Covenant adjusted EBITDA is defined per the facility
agreement. The Finance Review includes further
detail on our covenant ratios.
** Covenant liquidity is defined as cash and cash
equivalents (including restricted cash) plus undrawn
committed facilities.
ITV plc Annual Report and Accounts 2022 59
FINANCE REVIEW

## Finance Review

This Finance Review focuses on the more technical aspects of our financial results while the operating and financial performance of the Group, M&E and ITV Studies has been discussed within the Operating and Financial Performance Review. Our Alternative Performance Measures (APMs) section, explains the adjustments we make to our statutory results. This enables focus on the key measures that we report on and use as KPIs across the business. See earlier sections for further detail.

### Group financial performance

|  Trade months to 31 December | 2021 £m | 2020 £m | Change £m | Change %  |
| --- | --- | --- | --- | --- |
|  **ITV Studies total revenue** | **2,753** | **2,750** | **3%** | **-1**  |
|  Total advertising revenue | 4,321 | 3,987 | (26) | (1)  |
|  Total non-advertising revenue | 118 | 105 | (7) | (4)  |
|  **M&E total revenue** | **3,744** | **3,787** | **(10)** | **(0)**  |
|  Total non-advertising revenue | 3,414 | 3,065 | 12% | (4)  |
|  **Total Group revenue** | **4,151** | **4,097** | **(11)** | **-1**  |
|  Internal survey | (617) | (549) | (24) | (5)  |
|  **Group external revenue** | **3,722** | **3,651** | **(7)** | **0**  |
|  **Group adjusted EBITDA** | **(1)** | **(1)** | **(96)** | **(97)**  |
|  Group adjusted EBITDA margin | 15% | 14% | - | -  |
|  **Operating profit** | **11%** | **11%** | **-** | **-**  |
|  **Adjusted EPS (p)** | **15.29** | **13.67** | **(2.12)** | **(24)**  |
|  **Standing gain (p)** | **10.27** | **9.41** | **1.17** | **14**  |
|  **Dividend per share (p)** | **1.79** | **1.79** | **1.17** | **1.6**  |
|  **Net debt as at 31 December** | **(827)** | **(756)** | **(119)** | **(52)**  |

Group CFO and COO

![img-8.jpeg](img-8.jpeg)

### Exceptional items

|  Trade months to 31 December | 2021 £m | 2020 £m  |
| --- | --- | --- |
|  Acquisition-related expenses | (4) | (109)  |
|  Restructuring and reorganisation costs | (28) | (8)  |
|  Property costs | (24) | (8)  |
|  Costs relating to the passing of Her Majesty Queen Elizabeth II | (16) | -  |
|  Sports rights impairment reversal /(impairment) | 5 | (1)  |
|  Pension-related costs | (4) | (21)  |
|  Transponder onerous contract | 4 | (14)  |
|  Employee-related tax provision | (10) | (22)  |
|  Insured trade receivable | 23 | -  |
|  Other costs | (7) | (11)  |
|  **Operating exceptional items** | **(65)** | **(194)**  |
|  Exceptional finance costs | 4 | (50)  |
|  **Total exceptional items** | **(65)** | **(206)**  |

Total exceptional items in the period were £65 million (2021: £204 million). Acquisition-related expenses of £4 million are predominantly integration costs and professional fees, mainly financial due diligence and legal costs incurred on current period acquisitions. Also included are performance based, employment-linked consideration to former owners, with the final determination of the second earnout on the Talpa acquisition accounting for the majority of the amount charged in 2021.

Restructuring and reorganisation costs of £28 million relate to one-off restructuring projects stemming from the Group-wide commitment to reduce the overhead cost base and reorganisation costs to deliver the strategy. In 2022 these costs largely relate to business transformation projects.

£24 million of property costs relate to the London office move to Broadcast Centre and the impairment of assets following the decision to reduce our property footprint in the US.

24 ITV plc Annual Report and Accounts 2022
STRATEGIC REPORT FINANCE REVIEW
Following the passing of Her Majesty Queen Elizabeth II in Adjusted financing costs were down £5million year‑on‑year at
September 2022, the M&E business incurred significant additional £26million (2021: £31million) reflecting lower levels of gross debt
costs related to news coverage over and above normal day‑to‑day in the year. Net financing costs were £26million, which was down
costs. The business has also written off the remaining Spitting £24million year‑on‑year (2021: £50million), largely due to interest
Image episodes featuring the Queen, as they could not be payable on exceptional earnout costs relating to acquisition‑related
effectively edited and so it is highly unlikely they will ever be expenses in the prior year.
screened. In total the business has incurred £16million of costs
### inrelation to this which is considered exceptional. JVs and associates
Our share of profits from JVs and associates in the period was
The impact of the COVID‑19 pandemic on the planned sporting £8million (2021: £12million). This was our share of the net profit
schedule and the consequential impact on (TAR), along with arising from our investments, such as BritBox International,
changing forecasts of audience mix and revenues for certain Bedrock Entertainment and Blumhouse Television. This reflects
sporting events, resulted in the recognition of a £23million the investment we are making in BritBox International, in content
provision for impairment of specific sports rights in 2020. It is and marketing, as we drive international subscriptions.
notpossible to split this impairment between that caused by
thepandemic and underlying market movements. In 2022 the
### Profit before tax
remaining sports events that this provision related to were
Statutory profit before tax increased year‑on‑year to £501million
cancelled by the relevant governing body and a refund is expected
(2021: £480million). Production tax credits increased to
to be received. The remaining £5 million provision is no longer
£49million (2021: £29million). Adjusted profit before tax was
required and has therefore been released.
down13% to £672million (2021: £774million).
Pension‑related costs in 2022 relate to a one‑off pension
### Profit before tax (PBT)
insurance risk premium payable on the completion of the buyout
ofSection C of the ITV Pension Scheme. The exceptional costs in
2022 2021
2021 represent an increase in the Box Clever provision. There has Twelve months to 31 December £m £m
been no change to the provision in 2022 and the total exceptional
Statutory profit before tax 501 480
provision held is £52 million. Further detail is included in note 3.7
Production tax credits 49 29
tothe Financial Statements.
Exceptional items (excluding exceptional
finance costs) 65 196
Employee‑related tax provisions of £10million reflects an increase
Loss/(Gain) on sale of non‑current assets – 1
in the provision for potential employment taxes due to HMRC in
*
relation to the employment status of individuals contracted by the Amortisation and impairment 57 49
Group for periods prior to 2022. Further detail is included in note Adjustments to net financing costs – 19
2.2 to the Financial Statements.
Adjusted profit before tax 672 774
In 2017, the Group recorded a bad debt provision of US$41 million * In respect of assets arising from business combinations and investments.
related to trade receivables for The Voice of China. As the Directors
### Tax
anticipated recovering the amount either from the counterparty or
Tax charge
from trade credit insurance, US$37 million was treated as an
The total adjusted tax charge for the period was £135 million
exceptional cost and the insurance excess of US$4 million treated
(2021:£153 million), corresponding to an effective tax rate on
as an operating cost. All balances were held in US dollars.
adjusted PBT of 20.1% (2021: 19.9%), which is higher than the
standard UK corporation tax rate of 19% (2021: 19%). We expect
US$34 million of cash received in 2018 and 2019 on behalf of
the adjusted effective tax rate to be around 23.5% in 2023, and
thedebtor was placed under review and the bad debt provision
then move to around 25% over the medium term as a result of
remained in place. This review is now complete and the cash
theincrease in the UK statutory rate to 25% from April 2023.
received accepted, and has reduced the bad debt provision. As
such, the corresponding bad debt provision has been released with
On a statutory basis, the tax charge is £66 million (2021: £92million)
US$31 million treated as an exceptional credit and US$3 million
and corresponds to an effective tax rate of 13.2% (2021: 19.2%).
treated as an operating credit, consistent with the treatment of the
This rate in 2022 is lower than the previous year due to the non‑tax
original expense. This results in a £23 million credit to exceptional
deductible exceptional Talpa earnout cost in 2021 impacting the
items in 2022.
rate and is lower than the statutory rate primarily due to the
production tax credits received in 2022. The adjustments made to
Other costs include legal costs in respect of legal matters which
reconcile the tax charge with the adjusted tax charge are the tax
are considered to be outside the normal course of business,
effects of the adjustments made to reconcile PBT and adjusted
including Box Clever, The Voice of Holland and the UK Competition
PBT, as detailed in the table below.
and Markets Authority (CMA) investigation.

|  |  |  |  | 2022 |  |  | 2021 |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Exceptional finance costs of £10million in 2021 was principally |  | 2022 | Effective |  | 2021 | Effective |  |
| interest accrued on exceptional acquisition‑related expenses. | Twelve months to 31 December | £m | tax rate |  | £m | tax rate |  |

Statutory tax charge 66 13.2% 92 19.2%
### Net financing costs Production tax credits 49 100% 29 100%
Charge for exceptional items 8 12.3% 16 8.2%
2022 2021
Twelve months to 31 December £m £m Charge in respect of
amortisation and
Financing costs directly attributable to
impairment* 12 21.1% 12 24.5%
loansand bonds (26) (26)
Charge in respect of
Cash‑related net financing costs 1 (4)
adjustments to net
Amortisation on bonds and gilts (1) (1)
financing costs – – 4 21.1%
Adjusted financing costs (26) (31)
Adjusted tax charge** 135 20.1% 153 19.9%
Exceptional interest – (10)
Other net financial losses and unrealised * In respect of intangible assets arising from business combinations and investments.
Also reflects the cash tax benefit of tax deductions for US goodwill.
foreignexchange – (9)
** As a percentage of adjusted profit before tax.
Statutory net financing costs (26) (50)
ITV plc Annual Report and Accounts 2022 61
STRAK 2022-06-27 17:14:43 2022/01/14 12:41:55

# Cash tax

Cash tax paid in the period was £55 million (2021: £119 million) and is net of £31 million of production tax credits received (2021: £13 million). The majority of the cash tax payments were made in the UK. The temporary differences recognised through deferred tax include a £27 million movement as a result of the restructure of the pension scheme and a £19 million movement on US tax losses being utilised in the year. The cash tax paid is lower compared to the previous year due to the current tax clawback of £33 million from the restructuring of the defined benefit pension scheme. A reconciliation between the tax charge for the year and the cash tax paid in the year is shown below.

|   | 2022 £m | 2021 £m  |
| --- | --- | --- |
|  Tax charge (statutory) | (66) | (92)  |
|  Temporary differences recognised through deferred tax* | 44 | (17)  |
|  Prior year adjustments to current tax | (9) | 7  |
|  Current tax, current year | (31) | (97)  |
|  Phasing of tax payments (including in respect of pension contribution benefits) | (6) | (6)  |
|  Production tax credits – timing of receipt | (18) | (26)  |
|  Cash tax paid (statutory) | (55) | (118)  |

* Further details is included within note 2.2 to the Financial Statements

# Tax strategy

ITV is a responsible business, and we take a responsible attitude to tax, recognising that it affects all of our stakeholders. To allow those stakeholders to understand our approach to tax, we have published our Global Tax Strategy, which is available on our corporate website.

www.itsplc.com/investors/governance/policies

We have four key strategic tax objectives:

1. Engage with tax authorities in an open and transparent way to minimise uncertainty
2. Proactively partner with the business to provide clear, timely, relevant and business focused advice across all aspects of tax
3. Take an appropriate and balanced approach when considering how to structure tax sensitive transactions
4. Manage ITV's tax risk by operating effective tax governance and understanding our tax control framework with a view to continuously adjusting our approach to be compliant with our tax obligations

Our tax strategy is aligned with that of the business and its commercial activities and establishes a clear Group-wide approach based on openness and transparency in all aspects of tax reporting and compliance, wherever the Company and its subsidiaries operate. The strategy confirms that ITV does not engage in or condone tax evasion or the facilitation of tax evasion in any form and that we have in place reasonable procedures to prevent the facilitation of tax evasion. Within our overall governance structure, the governance of tax and tax risk is given a high priority by the Board and Audit and Risk Committee (ARC). The ITV Global Tax Strategy, approved by the Board and ARC in September 2022, and as published on the ITV plc website, is compliant with the UK tax strategy publication requirement set out in Part 2 Schedule 19 of the Finance Act 2016.

# EPS – adjusted and statutory

Overall, adjusted profit after tax was down 14% to £537 million (2021: £621 million). Non-controlling interest was a share of profit of £7 million (2021: £10 million) which is the net result from the non-ITV owned share in entities, such as Tomorrow Studios, Cattleya, Tetra Media and BrillBox UK.

Adjusted basic EPS was down 14% to 13.3p in the year (2021: 15.3p). The weighted average number of shares increased to 4,010 million (2021: 4,005 million). Diluted adjusted EPS was 13.1p (2021: 15.1p) reflecting a weighted average diluted number of shares of 4,046 million (2021: 4,051 million).

Statutory EPS increased by 14% to 10.7p (2021: 9.4p) due to higher operating exceptional costs in 2021.

A full reconciliation between statutory and adjusted EPS is included within the Alternative Performance Measures section.

# Dividend per share

Reflecting ITV's strong operational and financial performance in the year, and in line with previous guidance, the Board intends to propose a final dividend of 5.3p, giving a full year dividend of 5.0p per share (2021: 3.3p). The Board intends to pay a full year ordinary dividend of at least 5.0p for 2023 which it expects to grow over time whilst balancing further investment to support our strategy and our commitment to investment grade metrics over the medium term.

Dividends are distributed based on the realised distributable reserves (within retained earnings) of ITV plc (the Company) and not based on the Group's retained earnings. The 2022 final dividend will be paid on 25 May 2023.

# Acquisitions

Since 2012, we have acquired a number of content businesses in the UK, US and locations across Europe, developing a strong portfolio of programmes that return and travel. As we have grown in size and expanded our network relationships and distribution capability, this has helped to renew and strengthen our creative talent and build our reputation as a leading global creator, producer and distributor.

On 1 July 2022 ITV plc completed the acquisition of a majority shareholding of 79.5% in Plimsoll Productions (through its holding company Escapade (Idico Limited), the largest independent producer of natural history programmes in the world and a growing premium factual producer, for a cash consideration of approximately £103.5 million (£20.5 million consideration for shares, and £83 million repayment of debt). Put and call options are in place over the remaining shareholding. This acquisition is a further milestone in ITV's strategy of expanding its international content business. It further diversifies ITV Studios production base and will enable ITV to take advantage of the strong demand for content across the ever-popular natural history and factual genres. Plimsoll Productions has a strong network with all of the global streamers and this acquisition will strengthen and deepen ITV Studios relationships with the streamers.

On 31 October 2022, ITV plc completed the acquisition of Lingo Pictures Pty Limited, a multi-award winning Australian production company. Lingo Pictures is the Group's first Australian scripted label.

As part of our strategy, we will consider selective value-creating M&A and talent deals in both scripted and unscripted to obtain further creative talent and IP.

We have strict criteria for evaluating potential acquisitions. Financially, we assess ownership of IP, earnings growth and valuation based on return on capital employed and discounted cash flow. Strategically, we ensure an acquisition target has a strong creative track record and pipeline in content genres that return and travel, namely drama, entertainment and factual, as well as retention and succession planning for key individuals in the business.

We generally structure our deals with earnouts or with put and call options in place for the remainder of the equity, capping the maximum consideration payable by basing a significant part of the consideration on future performance. In this way, not only can we lock in creative talent and ensure our incentives are aligned, but we also reduce our risk by only paying for the actual, not expected, performance delivered over time. We believe this is the right way to structure our deals as we should not pay upfront for future performance and should incentivise and reward delivery by the business over time.

ITV plc Annual Report and Accounts 2022
STRATEGIC REPORT FINANCE REVIEW CONTINUED
Acquisitions – between 2012 and 2022 (undiscounted)
Additional
Initial consideration Expected future Total expecte d Expected
consideration paid payments * consideration ** payment
Company Geography Genre £m £m £m £m period ***
Total for 2012–2022 Various Content & Broadcast TV 1,067 502 89 1,658 2019‑2028
* Undiscounted and adjusted for foreign exchange. All future payments are performance related.
** Undiscounted and adjusted for foreign exchange, including the initial cash consideration and excluding working capital adjustments. Total maximum consideration which was
potentially payable at the time of acquisition was £2.6 billion.
*** £10million is expected to be paid in 2023.
The majority of earnouts or put and call options are dependent on Cash generated from operations is reconciled to the adjusted cash
the seller remaining within the business. Where future payments flow as follows:
are directly related to the seller remaining with the business, these

|  |  | 2022 | 2021 |
| --- | --- | --- | --- |
| payments are treated as employment costs and, therefore, are | Twelve months to 31 December | £m | £m |
| part of our statutory results. However, we exclude these payments | Cash generated from operations 537 407 |  |  |

from adjusted profits and adjusted EPS as an exceptional item, as
Cash outflow from exceptional items 53 307
in our view, for the reasons set out above, these items are part of
Cash generated from operations excluding
the capital consideration reflecting how we structure our
exceptional items 590 714
transactions and do not form part of the core operations.
Adjustment for production tax credits 31 13
The table above sets out the initial consideration payable on our Adjustment for The Voice of China cash received 23 –
acquisitions, additional consideration subsequently paid, our Acquisition of property, plant and equipment
expected future payments based on our current view of and intangible assets (78) (45)
performance and the total expected consideration payable, which is Lease liability payments (including lease
only payable if exceptional compound earnings growth is delivered. interest) (26) (29)
Adjusted cash flow 540 653
Acquisition‑related liabilities or performance‑based
employment‑linked earnouts are amounts estimated to be
One of ITV’s strengths is its cash generation reflecting our ongoing
payable to previous owners. The estimated future payments of
tight management of working capital balances. We manage risk
£89million are sensitive to forecast profits as they are based on a
when making all investment decisions, particularly in scripted
multiple of earnings. The range of reasonably possible outcomes
content and ITVX, through having a disciplined approach to cash
for the liability is between £74million and £177million. The
and costs. Remaining focused on cash and costs means we are in a
estimated future payments, treated as employment costs, are
good position to continue to invest across the business in line with
accrued over the period the sellers are required to remain with the
our strategic priorities, an important focus of which going forward
business, and those not linked to employment are recognised at
includes a further step up in our content investment for ITVX.
acquisition at their time discounted value.
In the year, we generated £540million of operational cash
We closely monitor the forecast performance of each acquisition
(2021:£653million) from £717million of adjusted EBITA
and, where there has been a change in expectations, we adjust our
(2021:£813million), resulting in a profit to cash ratio of 75%
view of potential future commitments. Expected future payments
(2021:80%). While we continue to manage our working capital
of £89 million have increased by £10 million since 31 December
tightly, profit to cash conversion was lower in 2022. This is as a
2021. This is the net of an increase in future payments associated
result of our growing Studios business and the timing of deliveries.
with the Plimsoll and Lingo acquisitions in 2022 and the payment
In addition, it reflects the increased commissions for ITVX where
made on the acquisition of an additional 19% in Cattleya Srl.
we have taken delivery of programmes but not yet made them
available on the platform. This was partly offset by our strong TAR
As at 31December2022, £47million of expected future payments
revenues in 2022 and tight working capital management.
had been recorded on the balance sheet, with the balance of
£42million to be accrued over the period in which the sellers are
Free cash flow
required to remain with the business.

|  |  | 2022 | 2021 |
| --- | --- | --- | --- |
| Cash generation | Twelve months to 31 December | £m | £m |
| Profit to cash conversion | Adjusted cash flow 540 653 |  |  |

Net interest paid (excluding lease interest) (37) (40)

|  | 2022 | 2021 |  |
| --- | --- | --- | --- |
| Twelve months to 31 December | £m | £m | Adjusted cash tax* (86) (132) |
| Adjusted EBITA 717 813 |  |  | Pension funding (137) (74) |
| Working capital movement (150) (141) |  |  | Free cash flow 280 407 |

Adjustment for The Voice of China cash
* Adjusted cash tax of £86million is total cash tax paid of £55million plus receipt of
received* 23 –
production tax credits of £31million, which are included within adjusted cash flow
Adjustment for production tax credits (18) (16) from operations, as these production tax credits relate directly to the production of
programmes.
Depreciation 53 59
Share‑based compensation 19 12 Our free cash flow after payments for interest, cash tax and
Acquisition of property, plant and equipment pension funding was £280million (2021: £407million).
and intangible assets** (78) (45)
Lease liability payments (including lease
interest) (26) (29)
Adjusted cash flow 540 653
Profit to cash ratio 75% 80%
* Cash received in 2018 and 2019 for The Voice of China was placed under review and
treated as an exceptional cash receipt and excluded from the profit to cash
conversion calculation. In 2022, the review completed and the cash was released.
This adjustment shows the conversion of exceptional cash to operation cash.
** Except where disclosed, management views the acquisition of property, plant and
equipment and intangibles as business as usual capex, necessary to the ongoing
investment in the business.
ITV plc Annual Report and Accounts 2022 63
STRATEGIC REPORT FINANCE REVIEW CONTINUED
### Funding and liquidity Financing – gross debt
Debt structure and liquidity We are financed using debt instruments and facilities with a range
The Group’s financing policy is to manage its liquidity and funding of maturities. Borrowings at 31 December 2022 were repayable as
risk to maintain an investment grade credit rating for the medium follows:
to long term. ITV uses debt instruments with a range of maturities
and has access to appropriate short‑term borrowing facilities and Amount repayable as at 31 December 2022 £m Maturity
*

| a policy to maintain a minimum of £250 million of cash and | £500million Revolving Credit Facility |  | 50 Jan 2023 |
| --- | --- | --- | --- |
| undrawn committed facilities available at all times. As at 31 |  | ** |  |
|  | €600million Eurobond |  | 539 Sep 2026 |
| December 2022, we had two committed facilities in place to |  | *** |  |
|  | €259million Eurobond |  | 230 Dec 2023 |

maintain our financial flexibility – a £500 million Revolving Credit
Other loans 20 Various
Facility (RCF) and a £300 million bilateral financing facility. The
****
Total debt repayable on maturity 839 –
RCF was originally due to mature in January 2027 with the
opportunity to renew for one or two years from the expiry date. A
* Whilst the debt matures in Jan 2023, the facility matures in Jan 2028.
one year extension was negotiated that came into effect in ** Includes £8 million currency component of swaps held against euro denominated
January 2023, and therefore maturity is currently extended to bond.
2028 but a further extension opportunity may allow for funding *** Includes £1 million currency component of forwards and swaps held against euro
denominated bond.
until 2029. The financial covenants in the new RCF remain
**** Excludes £132million of IFRS 16 Lease Liabilities.
unchanged (refer to APMs for further detail), requiring us to
maintain a covenant net debt to adjusted EBITDA ratio of below The intention is to re‑finance the Eurobond maturing in December
3.5x and interest cover (adjusted EBITDA to net finance charges) 2023, rather than repay from our cash resources. We are currently
above 3.0x. The new RCF is also linked to the delivery of ITV’s exploring medium to long‑term refinancing options and have full
science‑based carbon emissions targets. Under the terms, ITV will availability under the £500 million RCF and £300 million CDS
benefit from a lower interest rate if it delivers emissions reductions facilities should we need to utilise these.
in line with its Net Zero roadmap, which will be assessed on an
annual basis and verified through independent assurance. Capital allocation and leverage
Our objective is to run an efficient balance sheet and manage our
As at 31 December 2022, ITV’s financial position was well within financial metrics appropriately, consistent with our commitment to
itscovenants. investment grade metrics over the medium term. At
31December2022 our leverage, or net debt to adjusted EBITDA
The bilateral financing facility is free of financial covenants and was 0.8x (31December2021:0.5x). Our priorities remain as follows:
matures on 30June2026. to invest organically in our key assets and value drivers in line with
our strategic priorities; maintain an investment‑grade balance
These two committed facilities provides us with sufficient liquidity to sheet; sustain a regular ordinary dividend that can grow over the
meet the requirements of the business in the short to medium term medium term; continue to consider value creating inorganic
under a variety of scenarios, including a severe but plausible downside investment against strict financial and strategic criteria, and any
scenario. At 31December2022, £50 million of the £500million RCF surplus capital will be returned to shareholders.
was drawn and the £300million bilateral facility was fully available,
which with cash and cash equivalents of £348million provided total Credit ratings
liquidity of £1,098million (31December2021:£1,514million). We continue to be rated investment grade by two ratings agencies.
Our current ratings are BBB‑ (stable outlook) by Standard and
After acquisitions and acquisition‑related costs, pension and Poor’s and Baa3 (stable outlook) by Moody’s Investor Services.
taxpayments, 2022 net debt was £623million (31December2021: Thefactors that are taken into account in assessing our credit
£414million). rating include our degree of operational gearing and exposure to
the economic cycle, as well as business and geographical diversity.
### Net debt
### Foreign exchange
2022 2021
As ITV continues to grow internationally, we are increasingly
At 31 December £m £m
exposed to foreign exchange on our overseas operations. We do not
*
Gross cash 348 736
hedge our exposure to revenues and profits generated overseas, as
Gross debt (including IFRS 16 lease liabilities) (971) (1,150)
this is seen as an inherent risk. We may elect to hedge our overseas
Net debt (623) (414) net assets, where material.
* Gross cash in 2021 includes £50million of restricted cash in relation to the LTVC
Pension Funding Partnership. This was nil at 31 December 2022 as the restriction has ITV is also exposed to foreign exchange risk on transactions we
now been removed and the cash replaced with a surety bond. undertake in a foreign currency. Our policy is to hedge a portion of
any known or forecast transaction where there is an underlying cash
### Reported Net Debt Tracker
exposure for the full tenor of that exposure, to a maximum of five
years forward, where the portion hedged depends on the level of
certainty we have on the final size of the transaction.
Finally, ITV is exposed to foreign exchange risk on the retranslation
of foreign currency loans and deposits. Our policy is to keep these
(134)
balances to a minimum and hedge such exposures where there is
an expectation that any changes in the value of these items will
(414) result in a realised cash movement over the short to medium term.
280
(201) The foreign exchange and interest rate hedging strategy is set out
(53) in our Treasury policies which are approved by the ITV plc Board.
(40)
(623)(61)
### Production work in progress, contractassetsand
Dec 21 Adjusted Acquisition Dividends Outflow Net Other Dec 22
### liabilities

| Net Debt | Free |  | of | paid | from | lease | Net Debt |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  | Cash flow | Subsidiaries, |  |  | exceptional | movement |  | In 2022, production work in progress increased by £133million, |
|  |  | Investments |  |  | items |  |  |  |
|  |  | and NCI |  |  |  |  |  | contract assets decreased by £4million and contract liabilities |

increased by £13million compared to 31 December 2021. These
* Other includes £23million in relation to The Voice of China cash which has been
increases were predominantly driven by ITV Studios, where
released in the year following review. £19million in relation to debt acquired with
Plimsoll Productions and Lingo Pictures and £19million in relation to the revaluation production work in progress rose by £133million reflecting higher
of bonds. production volumes during the year.
64 ITV plc Annual Report and Accounts 2022
# Programme rights and other inventory

Programme rights and other inventory has increased by £64 million to £17.7 million (£2021: £313 million) as a result of the launch of ITVX. Inventory levels have increased due to the wider variety of programmes available on ITVX and a change in accounting policy to allocate programme rights to both linear and streaming based on expected patterns of viewing. The change in accounting policy did not have a material impact on 2021 figures and therefore do not require restatement. See note 3.1 to the Financial Statements for further detail.

# Pensions

The net pension surplus for the defined benefit schemes at 31 December 2022 was £192 million (31 December 2021: £8 million deficit). The surplus in the year was principally due to the Scheme's liabilities reducing in the year from higher bond yields and deficit funding contributions which were partly offset by an increase in inflation assumptions.

The net pension assets include £47 million of gifts, which are held by the Group as security for future unfunded pension payments to four former Granada executives, the liabilities of which are included in our pension obligations. A full reconciliation is included within note 3.7 to the Financial Statements.

# Actuarial valuation

The 31 December 2019 actuarial valuation of the main section of the ITV Pension Scheme was agreed during the year. The deficit as at 31 December 2019 amounted to £252 million, down from £489 million at 1 January 2017. The Group has revised the existing deficit reduction contribution plan in order to eliminate the deficit of £252 million.

# Deficit funding contributions

The deficit funding contributions are driven by the actuarial deficit valuation, and not the accounting (IAS 18) valuation. The Group's deficit funding contributions in 2022 were £137 million, with £40 million following the agreement of the triennial valuation of the main section of the Scheme, £83 million relating to the extension of the SDN pension funding partnership (see below) and £11 million and £3 million annual payments under the existing SDN and London Television Centre pension funding partnerships respectively. Further details are included within note 3.7 to the Financial Statements. Deficit contributions for 2023 to 2025 consist of contributions agreed with the Trustees following the triennial valuation (£43 million, £48 million and £28 million respectively) and the annual payments under the SDN PFP and London Television Centre PFP (£16 million and £3 million respectively). Therefore total deficit contributions for 2023 to 2025 will be £62 million, £67 million and £47 million.

# SDN pension funding partnership

In 2011 ITV established a Pension Funding Partnership (PFP) with the Trustees backed by SDN, which was subsequently extended in 2011. The PFP addressed £200 million of the funding deficit in Section A of the defined benefit pension scheme and under the original agreement, a payment of up to £200 million was due in 2022. The existing PFP agreement has been amended and extended to 2031. As a result of this agreement, an upfront payment of £80 million was paid to the pension scheme in the period and an additional deficit contribution of £3 million was paid for the period between the end of the original agreement and the date the extension agreement was signed. In 2022, ITV has made a total payment under the SDN PFP arrangement of £94 million as there was a payment of £11 million in respect of the final income payment under the original arrangement. The Group is committed to up to nine annual payments of £16 million from 2023. The partnership's interest in SDN provides collateral for these payments. The Group retains day-to-day operational control of SDN and SDN's revenues, profits and cash flows continue to be consolidated in the Group's accounts. On completion of the final payment in 2031, the Scheme's partnership interest will have been repaid in full and it will have no right to any further payments.

# Planning assumptions for full year 2023

# Profit and Loss impact

- Total content costs are expected to be around £1.3 billion, rather than £1.35 billion as previously guided, largely due to a reduction in 2023 content amortisation to reflect the windowing of content between linear and streaming
- Permanent overhead cost savings are expected to be around £15 million in 2023. This is part of the £50 million of permanent cost savings to be delivered by 2026, as previously guided
- Adjusted financing costs are expected to be around £30 million
- The adjusted effective tax rate is expected to be around 23.5% in 2023, and then move to around 25% over the medium term due to the increase in the UK statutory tax rate to 25% in April 2023
- Exceptional items are expected to be around £40 million, mainly due to costs associated with our digital transformation and London property move

# Cash impact

- Total capex is expected to be around £75 million as we further invest in our digital capabilities
- The cash cost of exceptional items is expected to be around £35 million, largely relating to costs associated with our digital transformation and London property move
- Profit to cash conversion is expected to be around 70% and 75%, reflecting increases in working capital as we continue to grow ITV Studios and invest in ITVX
- Total pension deficit funding contribution for 2023 is £62 million, made up of £43 million relating to the main section of the Scheme, £16 million relating to the SDN PFP arrangement and £3 million relating to the LTVC PFP
- The Board has proposed a final dividend of 3.3p, giving a 2022 full year dividend of 5.0p per share. The final dividend will be paid in May 2023. Going forward, the Board intends to pay a full year ordinary dividend of at least 5.0p which it expects to grow over time

# CMA investigation

As reported in our interim financial statements, on 12 July 2022, the UK Competition and Market Authority (CMA) opened an investigation into certain conduct of ITV and other named companies in the sector relating to the production and broadcasting of sports content in the United Kingdom. The investigation is at an early stage and it is not currently possible to reliably quantify any liability that might result from the investigation. ITV is committed to complying with competition law and is cooperating with the CMA's enquiries.

# The Voice of Holland

In early 2022 allegations of inappropriate behaviour on the set of The Voice of Holland were made public, resulting in a mid-season suspension of series 12. A provision was made in 2021 to cover the committed costs relating to the series in production, impairment of the carrying value of work in progress and other costs. An external investigation of the allegations is currently ongoing. While unquantifiable at present, there may be further financial impact on the Group.

# Foreign exchange sensitivity

The following table highlights ITV Studios sensitivity, on a full year basis (using internal forecasts), to translation resulting from a 10% appreciation/depreciation in sterling against the US dollar and euro, assuming all other variables are held constant. An appreciation in sterling has a negative effect on revenue and adjusted EBITDA, a depreciation has a positive effect.

|  Currency | Revenue £m | Adjusted EBITDA £m  |
| --- | --- | --- |
|  US dollar | ±57-70 | ±6-7  |
|  Euro | ±42-33 | ±8-9  |

# Chris Kennedy

Group Chief Finance Officer & Chief Operating Officer

ITV yde Annual Report and Accounts 2022

65

![img-9.jpeg](img-9.jpeg)

FINANCIAL REPORT FINANCE REPORT WORKSHOPS
STRATEGIC REPORT OUR COMMITMENT TO SECTION 172(1)
## Our Commitment to Section 172(1)

| The Directors consider that they have | impact of key actions throughout its | See pages 105 to 111 to read more |
| --- | --- | --- |
| acted, in good faith, in a way that is most | decision‑making process. The Board also | onStakeholder Engagement |
| likely to promote the success of the | undertakes a formal assessment on an |  |

See pages 112 to 113 to read more
Company for the benefit of its members annual basis of whether the key
onWorkforceEngagement
and stakeholders as a whole, having regard stakeholders identified remain appropriate.
(among other matters) to the matters set See pages 44 to 53 to read more
onSocialPurpose

| out in section 172(1)(a‑f) of the Companies | Examples of some of the key strategic |  |
| --- | --- | --- |
| Act 2006. As the Chairman makes clear in | issues considered and decisions made by | See pages 54 to 56 to read more |
| his introduction, the Board regularly | the Board during the year and an explanation | onOurPeople |
| considers stakeholder groups and their | of how the Board has had regard to the |  |

See pages 6 and 7 to read the
most significant issues, views and interests matters in section 172(1) (a‑f) in reaching
Chairman’sStatement
as well as the financial and long‑term decisions are set out in the table below.
Long‑term impact Interests of Fostering business Impact on community Maintaining Acting fairly between
colleagues relationships and environment reputation for high members
standards of business
conduct
### The launch of ITV’s new integrated ad‑funded or subscription streamingplatform ITVX
Directors’ consideration of key factors set out in section 172(1) Outcomes of Board decision‑making and other key strategic decisions
Long‑term impact: The Board believes that supercharging ITV’s • The Board identified the importance of transforming our M&E strategy to be
streaming strategy to grow digital viewing and revenues ensure ad‑funded streaming led, to reach our 5‑year plan targets (in particular digital
that ITV’s offering to viewers better reflects and serves shifting revenues) and the need for an evolution of our content strategy to significantly
viewing habits in the longer term and accelerates delivery of ITV’s grow engagement with ITV’s streaming service
strategic priorities and long‑term value. Digital viewing continues • Following careful analysis and modelling, the Board concluded that the launch of
to grow at the expense of live linear viewing. In order to adapt to the ITVX platform would be in the long‑term interests of the Company (and
these changes, we evolved our M&E strategy to be streaming led. therefore all stakeholders, including shareholders)
In 2022, we launched ITVX, our new ad‑funded streaming • ITVX has been launched at a time when there is a particularly strong demand for
platform. To reach its conclusion, the Board considered in detail free and new content
the impact on viewing, overall proposition across linear and • ITV Customer Segmentation identified a large segment of viewers that primarily
streaming, and revenues, taking into account both ad‑funded and watch VOD (vs. live) and are ‘light viewers’ of ITV. The launch of ITVX provides an
subscription streaming tiers. opportunity to deepen engagement with this commercially attractive group of
viewers who are more easily attainable given their pre‑existing relationship with ITV
• An ad‑funded streaming model complements our core Broadcast advertising
offering
• An integrated ad‑funded streaming or subscription streaming model provides ITV
with greater flexibility to address the varied and constantly evolving needs and
expectations of viewers
• ITV continues to invest in product, content, distribution, data, tech and analytics
to supercharge its streaming proposition and remain in line with its competitors
66 ITV plc Annual Report and Accounts 2022
STRATEGIC REPORT OUR COMMITMENT TO SECTION 172(1)
### The launch of ITV’s new integrated Ad‑funded or subscription streamingplatform ITVX continued
Shareholders: The Board remains mindful of shareholders’ • Having discussed in detail the impact of the proposals on the investment case,
concerns regarding the level of investment in the streaming including discussions with the Company’s financial advisers and brokers, the
strategy, and the impact on ITV’s financial performance. The Board Board felt that the strategic and long‑term financial benefits of ITV’s streaming
believes that the acceleration of ITV’s existing digital strategy is a strategy were in the best interests of shareholders
critical component of the supercharged streaming strategy. The • Shareholders’ potential concerns around the scale of investment for ITVX were
Board continues to give shareholders the opportunity to further considered and discussed by the Board and the required level of investment
understand the Studios and M&E business, and the impact the challenged. The Board is confident that our strategy is the right long‑term plan
streaming strategy will have on their investments. for ITV and our robust financial position enables us to invest in our digital
acceleration and deliver returns to shareholders
• The Board discussed that the significant investment in ITVX was likely to negatively
impact the share price. The Board therefore recognised the importance of clearly
communicating that the strategy was the right one given the industry backdrop and
ITV’s competitive strengths and assets and how the ITVX strategy would create
value over the medium term
• In March 2022, an investor seminar on the M&E business and the launch of ITVX
provided detailed insight into ITV’s streaming ambitions
• Regular meetings have taken place with investors to facilitate their understanding
of the streaming investment and to help them understand the long‑term benefit
to ITVX
Regulators and legislators: An important consideration for ITV’s • Ongoing appraisal of ITV’s commercial and strategic interests in remaining a PSB
future strategic direction is ITV’s status as a PSB. ITV continues to in the context of the deadline to apply for renewal of ITV’s PSB licences in 2023
engage with Ofcom and the government to seek reform of the • The Board continues to be updated on progress as the government follows up on
PSB framework in which it operates. The Board was briefed on the its Media White Paper. The Chairman, Chief Executive and Group Director of
implications for ITV and the accelerated streaming strategy in Strategy and Policy met with the Ofcom Chair and Chief Executive on a wide range
light of a range of scenarios arising from the PSB review and the of policy and regulatory issues and the Chief Executive also regularly meets with
government’s Media White Paper. Department for Digital, Culture, Media & Sport (DCMS) ministers and officials and
the Chief Executive of Ofcom on matters, including the future of PSB, and other key
issues of concern to the TV industry, including the proposed new Media Bill
• Successful completion of the renewal of DTT Multiplex licence and publication of
the Media White Paper
Colleagues: The Board monitored the impact of the launch of ITVX • ‘M&E Upload’ internal event to communicate our strategy to the wider company
on colleagues, notably the new teams and additional capabilities and allow colleagues the chance to ask questions around the strategy
needed to deliver the service, through an assessment of the • Internal roadshows in Leeds, Gateshead, Manchester, London, the US and
business’s current bench strength, capabilities and skills with Netherlands to aid understanding of ITVX and colleagues role in delivering the
particular focus on the Technology and Product teams. There was ambitious plans
also a need to continue to transform internal systems, processes • Deep dive session for Audit and Risk Committee members on the ITV Together
and behaviours to support an increasingly streaming‑focused programme
business. It was recognised that ITV’s culture is key in having the • Board’s endorsement of investment in additional resource to ensure the business
right mindset and ways of working to achieve this strategy at pace. has the required skills to deliver ITVX
The Board also considered the people impact of re‑prioritising • The Board recognised the additional pressure on colleagues due to the very tight
resources across the business to refocus resources on the timetable and therefore put in place support and Board regularly challenged
delivery of ITV’s streaming ambitions. management on capacity of workforce to cope with all of the change programmes
and ITVX development in such a short period of time
Partners, customers and business relationships: The Board was • The Board continues to review the technology and product plans for the continued
briefed regularly on the continued dialogue with our strategic rollout of ITVX, including the role that ITV’s distribution partners will play
partners who were fully engaged during the launch of ITVX. The • ITV Palooza event focused on the commercial advantages both ITV and our
delivery of ITVX required close collaboration with platform owners, customers will gain through the launch of ITVX
distribution partners, technology partners and other PSBs (for • Attendance at the Edinburgh TV Festival to showcase new ITVX content
content). Maintaining high standards of business conduct with • Chief Executive engagement with Studios clients whilst in the United States
these partners is critical to the successful delivery of Phase Two of inOctober
our More Than TV strategy. The strategy has provided advertisers • Increased engagement with partners, customers and business relationships
with a more targeted offering at scale through both a compelling toensure they understand what ITVX will mean for both parties and the new
streaming service and Planet V. Strengthening our streaming opportunities now possible through the streaming platform
proposition has provided viewers with a seamless experience, with • Audiences team’s analysis of attitudes and perceptions of advertising on ITV Hub,
a much stronger content offering. The Board assessed how the to gain better insight and to optimise viewer ad experience while driving commercial
supercharged streaming proposition would be structured for revenue on ITVX
consumers and how the proposition would be positioned and • Increased focus on further diversifying our content offering for ITVX
received within the streaming market, as well as other aspects of • Board approval for the expansion of Studios through talent acquisitions and M&A
the strategy such as consumer branding. strategies has grown ITVX’s access to high‑quality streaming content
ITV plc Annual Report and Accounts 2022 67
STRATEGIC REPORT OUR COMMITMENT TO SECTION 172(1) CONTINUED
### Launching of the ITV Together Programme, a hugely significant global programme for our business
### andtransforming how we all work
Directors’ consideration of key factors set out in section 172(1) Outcomes of Board decision‑making and other key strategic decisions
Long‑term impact: The Board believes that in order to deliver • Following these analyses, the Board concluded that launching the ITV Together
ourMore Than TV Strategy, we need to become more digitally programme would be in the long‑term interests of the Company introducing
mature. The ITV Together programme will underpin our digital modern fit for purpose tools and systems, simple processes and collaborative
transformation by improving how we organise ourselves, our and connected ways of working which will collectively lead our digital
processes, our systems and our culture. Specifically, the transformation and evolving business
programme will redesign how we work and interact through • Improvements to how we manage our people, costs and revenue in a modern
ourpeople, HR, finance and production finance processes. digital world. Modern simple and connected ways of working and technology to
ITVTogether will bring modern, simple and connected ways evolve global business, supporting our digital transformation through the More
ofworking and technology to our evolving global business. Than TV strategy and ITV Fast Forward initiative
• Rigorous and thorough processes to understand the needs of users and to
determine the system and service providers selected
• Ongoing monitoring of the ITV Together programme via comprehensive
programme governance and regular Board updates
Shareholders: The programme evolves the way we work, to • Having discussed in detail the impact of the proposals on the investment case,
ensure we’re better connected. This will mean our financial and the Board felt that the strategic and long‑term financial benefits of ITV the
people processes are streamlined and efficient and more able to Together Programme were in the best interests of shareholders
cost effectively support other digital transformation initiatives. • The systems allow deeper and more meaningful analysis and understanding of
committed and planned spend and revenue forecasts
Colleagues: The Board believes the investment in new and • The Directors feel that the new system will support flexible, self‑service ways of
improved systems is in the best interest of colleagues as a working, enabling employees to access the system from anywhere and from any
collective group. ITV Together will bring modern, simple, device. This will enable every day tasks such as submitting expenses to be
connected and evolving ways of working, and technology, to our completed more easily and provide instant and direct access to data to manage
global business. How we organise our services, our processes, our teams and improve decision making
systems and our culture. • The Directors are kept apprised of management’s communication and
engagement plans to help colleagues with this change to their systems
Directors took account of the impact on their colleagues and
• Colleague feedback has been sought to improve functionality
reviewed potential impact of migrating to different systems,
• Ongoing two‑way communication between the Ambassador Network and Board,
however improved digital ways of working were favoured. In
through the Workforce Engagement Director and usual communication channels
considering this decision, the Directors were taken through an in
• Consideration has been given to the fact that there may be a reduction in employees
depth review of the programme and encouraged management to
as a result and current employees would need to learn new ways of working
ensure that there was sufficient change management support
including training and communication of the programme and its
benefits to colleagues.
Partners, customers and business relationships: The Board • Two new systems will be integrated – Oracle, Fusion to cover our core people, HR
believes that the new systems will improve the ITV ways of and Finance activities and eTribez a specialist system for production finance to
working with our suppliers cover production scheduling, budgeting, cost management, forecasting and
reporting
• Long term suppliers will have a dedicated route into the system where they’ll be
able to directly input their data and review transactions
68 ITV plc Annual Report and Accounts 2022
STRATEGIC REPORT NON‑FINANCIAL INFORMATION STATEMENT (NFIS)
## Non‑Financial and Sustainability The description of Our Business
Model can be found on pages 22
## Information Statement and 23
### The table below, and the information it refers to, sets
### out our compliance with the non‑financial reporting
### requirements in accordance with sections 414CA
### and 414CB of the Companies Act 2006.
### Environment

| Policies Due diligence and implementation Outcomes of policies |  |  | Related principal risks |
| --- | --- | --- | --- |
|  |  | andrelatedKPIs | (pages 71 to 84) |
| • Our Environmental Management Policy | • We evaluate and monitor climate | • Climate Action is one of the | • Climate change is not |
| sets out our commitment to reaching | change risks and progress against our | priorities of ITV’s Social | currently recognised as a |
| our Science Based Targets on carbon | environmental targets through our | Purpose strategy (see | principal risk, but is |
| emissions by 2030. In addition, we are | governance structure, which includes | pages 47 to 50) | categorised as an emerging |
| part of the Business Ambition for 1.5 | the Climate Action Delivery Group, and | • Refer to page 48 for our | risk and kept under regular |
| degrees, setting additional 2050 goals | is referenced in further detail in our | greenhouse gas emissions | review through our risk |
| for 90% carbon emissions reduction | TCFD report (see pages 85 to 92) | data | management framework. |
| across all Scopes | • Progress against our environmental | • We are members of the | In2022 we performed |
| • We are a signatory to the Task Force on | targets are reported to the Studios, | albert directorate and | climate scenario analysis |
| Climate‑related Financial Disclosures | Media & Entertainment, and | consortium, and committed | inorder to identify specific |
| (TCFD), which provides a framework for | Management Boards up to four times a | to reducing the impact of | climate risks for ITV. The |
| assessing our exposure to climate‑ | year, and annually to the Board. The | production emissions by | result of this assessment is |
| related risks and processes to mitigate | Audit and Risk Committee also has | ensuring all the | detailed in our TCFD report |
| against these risks | oversight of environmental matters | programmes produced or | on pages85 to 92 |
| • ITV’s commitment to climate action | (see page 134) | commissioned in the UK are |  |
| has been assessed by CDP (Carbon | • All colleagues are required to complete | albert certified |  |
| Disclosure Project) and given an A | mandatory training on climate action |  |  |

rating, putting ITV in the top 2% of
disclosing companies for leadership in
transparency and corporate reporting
• Our Supplier Code of Conduct sets out
our expectation of our suppliers to align
with our 2030 environmental targets
### Colleagues

| Policies Due diligence and implementation Outcomes of policies |  |  | Related principal risks |
| --- | --- | --- | --- |
|  |  | andrelatedKPIs | (pages 71 to 84) |
| • Our Code of Ethics and Conduct (Our | • All colleagues complete annual | • The Speaking Up framework | • Non‑compliance with laws |
| Code) promotes the highest standards | mandatory training aligned with Our | remains in place, with a | and regulation is recognised |
| of ethical business, underpinning our | Code, which Board members also | recent promotion of this | as a principal risk with |
| values and corporate culture | completed in 2022 | channel to all employees in | which the Board has zero |
| • Adherence is a key requirement of our | • Our Code is reviewed regularly | November, making it easier | tolerance for known and |
| overall compliance framework | • Our Inclusion and Diversity Council, | to raise concerns and | deliberate non‑compliance. |
| • Our Diversity and Inclusion strategy is | chaired by the Chief Executive, drives | enhance ITV’s open culture | We regularly assess |
| aligned with and supports our business | the organisation’s diversity and | (see page 117) | potential risks associated |
| strategy | inclusion agenda (see pages 51 to 53) | • Diversity and Inclusion is one | with employee conduct and |
| • Our employment and recruitment | • Progress against our diversity targets | of the four priorities ofITV’s | ethics as part of our |
| policies are based on equal | are reported to the Studios and Media & | Social Purpose strategy | compliance processes |
| opportunities and non‑discrimination, | Entertainment Boards biannually, the | (see pages 44 to53) | • Failure to deliver our |
| and set out our commitment to an | Management Board four times a year, | • In 2021 we published our | Diversity Acceleration Plan |
| open and inclusive culture | the Nominations Committee regularly, | Diversity Acceleration Plan | is not recognised as a |
| • ITV’s Duty of Care Charter sets out our | and to the Board annually | Report, two years on from | standalone principal risk |
| commitment to the physical and mental | • The Audit and Risk Committee reviews | the launch of the Diversity | but is recognised as an |
| health and safety of employees, | the Group’s health and safety | Acceleration Plan. This | important factor within the |
| participants and others we work with | procedures at least annually, and | reported on our successes | recruitment and retention |
| • ITV has a ‘Speaking Up’ framework for | receives regular reports from the Duty | and new areas of focus, | of talent principal risk and |
| anyone working for or with ITV to raise | of Care Operating Board, the meetings | which aligns with and | remains under review, |
| concerns and grievances in confidence | of which the Chair of the Audit and Risk | supports our business | monitored by the |
| (and if they wish anonymously), as well | Committee attends | strategy (see pages 51 to | Nominations Committee |
| as a freelancer complaints procedure | • Our Speaking Up framework is | 53). ITV has exceeded its | • Failure to create the right |
| • We also have policies on bullying, | monitored and reviewed by the Audit | external benchmarks. ITV is | organisational culture, |
| harassment and dignity at work, | and Risk Committee biannually. | currently ranked 5th in the | which allows colleagues to |
| andgrievances | Statistics on concerns raised are | FTSE 100 by Hampton | speak up and deliver the |
|  | reviewed at each Board meeting | Alexander and is one of 42 | strategy (Risk), and failure |
|  |  | companies to exceed the | to extend an adequate duty |
|  |  | Parker review benchmarks | of care or a major health and |

safety incident (Risk) are
recognised as principal risks
ITV plc Annual Report and Accounts 2022 69
STRATEGIC REPORT NON‑FINANCIAL INFORMATION STATEMENT (NFIS) CONTINUED
### Social impact

| Policies Due diligence and implementation Outcomes of policies |  |  | Related principal risks |
| --- | --- | --- | --- |
|  |  | andrelatedKPIs | (pages 71 to 84) |
| • Social Purpose is a core enabler in | • We evaluate and monitor all our Social | • Our Social Purpose strategy | • Social impact matters are |
| delivering ITV’s overall strategy. We | Purpose campaigns and progress against | has four priorities relating | not considered to be a |
| use ITV’s scale and creativity to shape | our goals. 2022 carbon emissions data will | to Better Health, Diversity | standalone principal risk, |
| culture for good (not just within ITV but | be independently verified by a third party | and Inclusion, Climate | however social impact |
| across the UK and other markets that | • ITV’s Mental Health Advisory Group, | Action and Giving Back (see | matters which influence |
| we might impact). We have set and | chaired by Ruth Davidson SMP, | pages 44to 53) | other principal risks are |
| published ambitious targets which | comprises external expert advisers and | • The Social Purpose strategy | detailed in our Risks and |
| align to the United Nations Sustainable | ITV representatives, and provides | is aligned to the UN SDGs. | Uncertainties report on |
| Development Goals (UN SDGs) | guidance on best practice for looking | ITV has identified SDGs 3, 5, | pages 71 to 84 |
|  | after the welfare of people, productions | 7, 10, 12, 13 as those where |  |
|  | and campaigns | it can have the most impact |  |

• Led by Dr Matthew Gould at ITV, and
developed in partnership with the BBC
and the British Psychological Society,
we launched a TV psychologists
professional development programme
• ITV is a member of the Responsible
Media Forum
• Progress against our targets and the
impact of our campaigns are reported
to the Management Board four times a
year, monthly in social purpose papers
and annually to the Board
### Human rights

| Policies Due diligence and implementation Outcomes of policies |  |  | Related principal risks |
| --- | --- | --- | --- |
|  |  | andrelatedKPIs | (pages 71 to 84) |
| • ITV is fully committed to ensuring that | • Ultimate oversight belongs to the Board | • No incidences of human | • Legal and regulatory |
| we do not participate in the violation of | • ITV’s Modern Slavery Steering Group is | rights abuse or modern | non‑compliance (including |
| human rights and expects the same of | responsible for overseeing modern | slavery have been identified | labour rights issues) is |
| our suppliers. We are a founding | slavery risk management for ITV in a | • Our Code of Ethics and | recognised as a principal |
| member of the TV Industry and Human | manner that places concerns for | Conduct explains ITV’s aim | risk (Risk 12) with the Board |
| Rights Forum set up to identify and | potential victims at the centre. It agrees | to address and identify | having zero tolerance for |
| proactively address labour rights | strategies for addressing key risks | risks of modern slavery. We | known and deliberate |
| issues in the television industry and | identified and raises awareness among | also continued developing | non‑compliance. We have a |
| raise awareness beyond it | ITV’s decision‑makers of labour rights | our procurement process | compliance and risk |
| • ITV’s Modern Slavery Statement sets | considerations and seeks their support | and Supplier Code of | management framework in |
| out the steps taken to identify, address | for appropriate initiatives | Conduct which include | place to identify potential |
| and prevent modern slavery and | • Our Modern Slavery Statement is | expectations of suppliers in | risks and mitigate these |
| human trafficking in our business and | reviewed by the Board on an annual | regards to human rights and |  |
| supply chain | basis. Our Modern Slavery Statement | labour. Suppliers are |  |
| • Our Supplier Code of Conduct sets out | can be found in our Governance section | required to understand and |  |
| our expectation of suppliers to protect | of our ITV plc website. | address the risk of modern |  |
| human rights of workers and |  | slavery in their operations |  |
| communities impacted by operations |  | and supply chains |  |

and supply chains
### Anti‑corruption and anti‑bribery

| Policies Due diligence and implementation Outcomes of policies |  |  | Related principal risks |
| --- | --- | --- | --- |
|  |  | andrelatedKPIs | (pages 71 to 84) |
| • Our Code of Ethics and Conduct (Our | • All colleagues are required to complete | • We take a zero‑tolerance | • Legal and regulatory |
| Code) promotes the highest standards | annual mandatory training aligned with | approach to bribery and | non‑compliance (including |
| of ethical business and reinforces the | Our Code, and systems are in place | corruption and are | with the Bribery Act 2010) is |
| importance of awareness of | through the Speaking Up framework to | committed to acting | recognised as a principal |
| compliance requirements and | enable employees to identify and raise | professionally, fairly and | risk (Risk 12). We have a |
| maintaining high ethical standards | issues, including suspected wrongdoing, | with integrity in all our | compliance programme in |
| • Our Anti‑Bribery Policy sets out our | fraud or malpractice in the workplace | business dealings and | place to mitigate the risk of |
| responsibilities and provides information | • Bespoke training on the Anti‑Bribery | relationships wherever | bribery, which is articulated |
| and guidance on what bribery is and how | Policy is provided to employees working | weoperate, as well as | in our Anti‑Bribery Policy |
| to deal with bribery and corruption | in roles or territories at higher risk of | implementing and |  |
| issues. Those working for or with us must | bribery and corruption issues | enforcing effective |  |
| observe and uphold the Policy | • Compliance with the Anti‑Bribery Policy | systemsto counter |  |
| • Our Sanctions Policy ensures that the | is kept under review and reported to the | briberyand corruption |  |
| business complies with all relevant | Management Board and Audit and Risk |  |  |
| international and financial sanctions in | Committee biannually |  |  |
| force at the time by the US, UN, EU or | • Bribery and corruption risks are |  |  |
| UK government | reviewed annually by the Audit and Risk |  |  |
| • Our Supplier Code of Conduct sets out | Committee, as is wider policy |  |  |
| our expectation of our suppliers to | compliance |  |  |

comply with all anti‑bribery laws
70 ITV plc Annual Report and Accounts 2022
STRATEGIC REPORT RISKS AND UNCERTAINTIES
## Risks and Uncertainties
## Our risk landscape Risk culture
Our business is changing and so is our risk landscape. The increasing We recognise that our long‑term success depends to a significant extent
pace of change in the industry and the continued impact of the on how we identify and address the current and emerging risks we face as
macroeconomic environment means we must, more than ever, manage a business. To reflect this, risk is embedded as an integral part of our
our risks effectively to achieve our vision, deliver our strategy and create culture and forms the foundation of our Code of Ethics and Conduct, as
sustainable shareholder value. well as being actively promoted by the Management Board and plc Board.
## Risk management framework
Our approach to risk management is simple and consistent across the To keep pace with the change, we continue to evolve our approach to risk
whole of ITV. It forms the foundation of how we empower our people to management to deliver a proportionate approach to managing risk across
make intelligent decisions at the right time to achieve our business ITV. Our focus in 2022 has been on optimising the practices and
objectives rather than it being seen as a process that stifles creativity. behaviours of the 2nd line of defence to introduce more collaboration and
Importantly, it acts as the guardrails to shape the day‑to‑day interactions structure. This allows us to provide clarity to the business on expectations
between our Central Teams and the business. around managing the risks we face. To achieve this, we have established a
consistent approach to better understand our key risk categories and
drive standardisation and operational effectiveness across ITV.
### Risk category
Appetite How much risk are we willing to take in the pursuit of our strategy
Policies Our primary documents for communicating ITV’s principles and rules
We support the application of the principles and rules by providing
Standards clarity to colleagues on how we expect them to act – defining ‘minimum
requirements’
The mechanism for ensuring principles, expectations and minimum
Comms & Training
requirements are disseminated and understood
Monitoring & Assurance How we get comfort that our risks are being managed
ITV plc Annual Report and Accounts 2022 71
STRATEGIC REPORT RISKS AND UNCERTAINTIES CONTINUED
## Risk oversight and governance
The Board has overall responsibility for ensuring that ITV is appropriately identifying and managing the risks the business is exposed to. We have
enhanced our risk oversight and governance structure during 2022 to assist the Board in overseeing the management of risk across ITV. In
particular, we have focused on building on the interrelationship between ITV Studios Board and the M&E Board with the Management Board.
Board Audit and Risk Committee
Has ultimate accountability for: • Setting our strategy on risk and • Ensuring the effective operation Has responsibility for:
• Setting strategic objectives establishing tolerance levels of the risk management • Overseeing and advising the
• Reviewing and evaluating and risk appetite framework and internal control Board on risk exposures and
principal risks and uncertainties systems future mitigation strategy
• Reviewing the effectiveness of
the risk management
framework and associated
Management Board
policies
Has responsibility for the (ifany) are reported to the • Continuously reviewing risk • Monitoring operation of the
development and operation of the Board and action is taken as exposure and ensuring that internal control systems
risk management framework and appropriate decisions taken are in line with • Conducting in‑depth reviews of
systems of internal control, • Routinely identifying and the risk appetite set by the high‑risk business areas or
including: challenging risks, risk Board and within the defined processes
• Reviewing and monitoring the assessment ratings and tolerance levels • Setting the internal audit plan
effectiveness of internal mitigations, including relevant • Reviewing emerging risks to gain assurance of the
controls and putting in place reports or other performance effectiveness of key risk
remedial plans where required. indicators controls and mitigations
Serious control weaknesses • Reviewing implementation of
internal audit actions
• Overseeing and monitoring the
business’s compliance with the
Risk & Compliance Steering Committee (New) risk appetite set by the Board
• Reviewing the risk capacity in
Established to support the • Ensure robust oversight of risk • Establishing a clear route to
relation to liquidity, capital and
Management Board: management across ITV escalate risks from and across
investor value

| • Embed a centralised and | Has responsibility for: | the Divisions and Central teams |
| --- | --- | --- |
| consistent approach to risk | • Collating risk and compliance | • Reviewing and challenging crisis |
| management practices | data from the Divisions and | preparedness to respond to |
| • Drive the second line of defence | Central Functions to identify | major risks |
| (2LOD) operational efficiency | themes and trends and enable |  |

aconsistent and coordinated
response
Divisional Boards and Central Functions
Have responsibility for ensuring reports or other performance • Reviewing emerging risks
appropriate risk management and indicators identified through the risk
internal controls practices are • Reviewing local policies and management framework
operating within their business monitoring the local • Ensuring risk has been
area, including: implementation of key group considered as part of new
• Routinely reviewing and policies and procedures and risk strategic initiatives and projects
challenging risks and appetite
mitigations, including relevant
Group Risk Function Key
Has responsibility for: • Coordinating all risk • Developing risk capability and
Direction and Management
• Developing and maintaining the identification, reporting and culture in the business
risk management framework, governance forum activity, • Supporting and advising the
Reporting and Escalation
systems and processes and ensuring consistency in business on the development of
supporting management in its approach risk management solutions Advice and Oversight
adoption and embedding
### Risk Governance Structure
Plc Board Key
st

|  | 1 | 1st line of defence |
| --- | --- | --- |
| Management Board Audit and Risk Committee | nd |  |
|  | 2 | 2nd line of defence |

Risk and Compliance Steering Committee
Studios st Central Teams nd M&E st
1 2 1
72 ITV plc Annual Report and Accounts 2022
STRATEGIC REPORT RISKS AND UNCERTAINTIES CONTINUED
## Risk appetite

| The Board has developed statements that | innovative and open to new ideas as we | the fulfilment of our strategic goals. As we |
| --- | --- | --- |
| define our risk appetite for each of our risk | pursue our strategy, whilst maintaining | move into 2023, we will continue to build on |
| categories, to better focus risk | ourlow tolerance in operational areas, | our risk appetite statements by providing |
| management activities and help the | such as compliance, duty of care, cyber | further direction to the business on how to |
| business strike the right balance between | and data protection. | apply them in decision‑making. |
| risk taking and risk mitigation. This |  | Additionally, we intend to enhance risk |
| includes, but is not limited to, third parties | During 2022, we enhanced our articulation | appetite reporting to better support the |
| and supply chain, cyber security, data | of risk appetite and the associated | Board’s role in monitoring compliance |
| privacy, liquidity, and people. Our risk | tolerances to ensure that this represented | against risk appetite. |
| appetite reflects ITV’s willingness to be | the greatest areas of risk to our business in |  |

## Principal risks
As part of our risk management framework, we have a process to The risk owner is also responsible for identifying any potential
oversee all risks which may threaten ITV, with particular Board scrutiny opportunities associated with the risk and capitalising on those as
over our principal and emerging risks. Each principal risk is owned by a appropriate. The principal risks are reviewed on an ongoing basis by
member of the Management Board, who is responsible for monitoring senior management, subject to periodic deep dives at the Board, Audit
and implementing mitigation on an ongoing basis. and Risk Committee, Management Board and Divisional Boards, and are
formally assessed by the Board twice a year.
### Macroeconomic
We continue to monitor the impact of the broader With further economic challenges predicted for 2023, there
macroeconomic environment on ITV, in particular remains uncertainty as to the impact this will have on our principal
inflation and geo‑political issues. risks. Where relevant, we have provided commentary in each of
our principal risks below.
ITV plc Annual Report and Accounts 2022 73
STRATEGIC REPORT RISKS AND UNCERTAINTIES CONTINUED
## Emerging risks
We define emerging risks as uncertainties which originate from known Our key emerging risks fall into the Environmental, Social and
or previously unconsidered sources, and which are not clearly Governance categories. In addition, we closely monitor the
understood, visible or possible to fully assess. These risks have the technological environment to understand how disruptive technology
potential to significantly impact our business model and/or operations creates emerging risk and opportunity for our business.
at some time in the future (beyond the period considered in respect of
our principal risks).
The Board and Management are responsible for identifying emerging
risks and ITV’s Group Risk team supports this by undertaking horizon
scanning, maintaining ongoing dialogue with the business and keeping
up to date with wider market developments. Emerging risks are tracked
and escalated through the risk oversight and governance structure and
are formally assessed by the Board twice a year.
### Environmental, Social and Governance (ESG) issues
ESG matters underpin everything we do and are core Governance
toour Social Purpose strategy. We understand that ITV is committed to implementing the highest standards of
purpose driven organisations are more resilient to corporate governance, in order to provide transparency to our
external threats and therefore we need to have strong shareholders and wider stakeholders and to ensure we remain
risk management processes around emerging compliant with laws and regulations. We recognise failure to
ESG‑related issues. implement adequate corporate governance standards may result
in failure to attract investment and impact how our business is
Environmental valued. For further information, please refer to our Corporate
We recognise the climate crisis and the risks and opportunities Governance report at page102.
itposes for ITV. In 2022, we significantly increased our focus on
environmental risks and opportunities as part of our Task Force Overall, whilst we do not categorise ESG as a standalone principal
on Climate‑related Financial Disclosure (TCFD) report. This risk, which could materially threaten our viability or strategy, we
included performing climate scenario analysis to assess the recognise that ESG matters need to be considered as part of our
resilience of our strategy against the risks posed by climate and everyday activities and are intrinsically linked to many of our risks.
environmental change. As we move into 2023, we will continue These risks are identified and managed through our existing
toassess and track this emerging risk to further understand the bottom‑up risk process, with escalation through the risk oversight
longer‑term impact it could have on ITV. Further detail on the risks and governance structure as required. Importantly, all these
and opportunities specifically related to climate change are emerging risks also present opportunities for our business,
provided in our TCFD report on page 85. therefore we manage them in a way to enhance our brand and
perception in the market. Where relevant, we have provided ESG
Social commentary on each of our principal risks below.
As a public company, ITV is particularly exposed to societal risks.
Conversely, we are uniquely positioned to use our scale and
visibility to increase awareness around social issues. Failure to
recognise and respond to social issues may impact the relevance
ofour content and, in turn, our viewing. In addition, failure to
implement processes to address social inequality within our
business may result in ITV being perceived as a less attractive
employer and impact our ability to attract and retain talent. Our
Social Purpose strategy and internal values are centred around
using our platform to educate viewers, our colleagues and the
general public on social issues. Please refer to page 44 for further
information on the work we are doing as part of our SocialPurpose.
74 ITV plc Annual Report and Accounts 2022
STRATEGIC REPORT RISKS AND UNCERTAINTIES CONTINUED
## Principal risks and mitigations
Link to strategy Risk direction of travel Principal and emerging risks
(after current mitigations)
### Expand
Risk is increasing
### Studios globally
### Supercharge Indicates where there are Indicates where there are ESG
Risk is reducing
### Streaming macroeconomic related factors, related factors, which may
which may influence the risk. influence the risk.
### Optimise
Risk remains static
### Broadcast
N.B. – Risks are grouped by category and are not disclosed in order of importance or significance
## Strategic/Financial, External risks
External business environment risks that may impact ITV’s financial position or delivery of strategic vision
### 1. Changing viewing habits
Link to strategy Management Board owner: Kevin Lygo
Description Context Mitigating activities Risk
direction
A failure to • Viewing habits continue to evolve with the shift towards Our strategy is focused on enabling our audiences to 2022
anticipate or digital viewing access our content wherever, whenever and however
respond to fast • The options available to audiences around how they they choose to watch. This involves continuing to
changing viewer consume content is also increasing broadcast great content on our channels to encourage
habits and • The change in habits and increased competition in the mass simultaneous reach and focus on strengthening 2021
behaviours, may market is having a direct impact on the linear audiences our Streaming proposition, to better serve evolving
impact total • Our advertising revenue and continued success is audience preferences, which we will seek to do through
viewing and the dependent on being able to retain viewers and increase ITVX which launched in December 2022.
success of our the volume of content they consume on our services
As we move into 2023, we will continue to focus on the
channels/
Changes in direction of travel growth of ITVX, focusing on understanding viewer
services.
These trends are continuing to be observed amongst all habits to optimise the relationship between linear and
demographics. The growing level of competition for streaming to help drive the way we commission content
viewer attention, coupled with the acceleration of video for ITVX to grow our overall reach.
on demand viewing (even amongst traditionally
Our strategy also involves investing in alternative media
linear‑skewed viewers) has resulted in this risk
products to more effectively compete for non‑viewing
continuing to trend upwards.
time and allow viewers to engage with the ITV brands
and formats in different ways.
Board oversight
• Regular updates on viewing figures and evolving
viewer behaviours at the Board (including briefings
from external informed commentators)
ITV plc Annual Report and Accounts 2022 75
STRATEGIC REPORT RISKS AND UNCERTAINTIES CONTINUED
### 2. Advertising market changes
Link to strategy Management Board owner: Kelly Williams
Description Context Mitigating activities Risk
direction

| Continued |  | • The macroeconomic environment creates a |  | We also continue to monitor the potential impact | 2022 |
| --- | --- | --- | --- | --- | --- |
| changes in the |  |  | challenging backdrop. | associated with actual or potential advertising |  |
| advertising market |  | • Competition from large streamers through |  | restrictions including (but not limited to) gambling, |  |
| may result in |  |  | their introduction of new advertising tiers | foodand drink, and high carbon emitting productions |  |
| reduced demand | • The number of diverse participants entering the |  |  | and services. | 2021 |
| for ITV’s | advertising and ad‑tech market continues to grow |  |  |  |  |

Our Commercial strategy is focused on demonstrating
advertising • The decline of linear viewing is driving price inflation for
the benefits of advertising on ITV, whilst seeking to
products and a TV advertising
increase awareness within growing sectors. We
longer term • An increasing proportion of advertising budgets is being
continue to innovate our solutions to compete with
decline in spent on digital offerings and with media owners with
digital offerings, including by investing in enhanced
advertising advanced features, such as audience attribution
addressability. Our Planet V platform is seen as a UK TV
revenue.
All of these pose a threat to the volume, our market share market leading video on demand advertising
and the value we are able to realise from our advertising. proposition that provides advertisers an easy to use,
self‑service platform to deliver highly targeted ads on
We also continue to monitor the potential
our Streaming products. ITVX seeks to deliver a more
impact associated with actual or potential
compelling proposition for advertisers seeking to reach
advertising restrictions. Including (but not
an addressable audience at scale.
limited to) gambling, food &drink and high
carbon emitting products &services. We continue to monitor the regulatory landscape and
engage with parliamentarians and the UK government
Changes in direction of travel
to make the case for evidence based regulation of
Continued increase in competition and the economic
advertising to ensure that any restrictions are both
downturn is contributing to this risk trending upwards.
proportionate and justifiable. Specifically, in relation to
the intended pre‑9pm. ban on TV advertising for high
fat, sugar and salt products (to be introduced from 1
October 2025) we are assessing the potential financial
impact and identifying approaches to mitigate the loss
of revenue while we wait for further details on the scope
of the ban.
We have also been actively participating in the
government’s consultation on the future of gambling
regulation in the UK, drawing particular attention to
trends in TV viewing, declining advertising exposure and
rigorous regulation.
More broadly, we seek to use our content to educate
ourviewers on social issues, such as healthy foods
andthe environment as a more effective way of
changing behaviour.
Board oversight
• Strategy session with the Board on our Commercial
strategy, in light of this risk (July 2022) and an update
on the outcome of an independent expert review of
our commercial strategy (December 2022)
76 ITV plc Annual Report and Accounts 2022
STRATEGIC REPORT RISKS AND UNCERTAINTIES CONTINUED
### 3. Evolving demand in the content markets
Link to strategy Management Board owner: Julian Bellamy
Description Context Mitigating activities Risk
direction
Fundamental • The demand for content globally remains high, in We continue to invest in developing, attracting and 2022
changes in the particular from streaming platforms seeking to grow retaining world class creative talent to ensure we can
content market their subscriber base and advertising reach create quality content globally. We are also growing and
may result in • However, as streaming platforms grow, there is a risk maintaining relationships with a diversified set of local
reduced that the larger streamers may seek to make more and global customers, with varied business models, 2021
opportunities, content in‑house impacting demand for ITV content including streaming platforms. In 2022, we significantly
non‑renewal of • There continues to be uncertainty as to the impact the increased the volume of drama hours we produce and
premium intensifying competition in the free‑to‑air and increasingly worked with streaming customers.
programmes, and/ streaming market will have on price & distribution rights
From a cost perspective, we are also continually
or impact the deals– which could negatively impact margin
implementing new processes to drive efficiency in our
profitability of ITV
production and project margins. These include robust
Studios content. • Ongoing costs associated with general
procurement procedures, maximisation of tax credits
inflation, new ways of working and
and technological approaches to optimise filming.
competition for a limited pool of production
resources, continues to drive up the cost of We believe that by taking action now to reduce the
production environmental impact of our productions, we are
mitigating against longer‑term increases in costs e.g.
• Costs associated with carbon offsetting and arising from carbon taxation or higher prices of fossil
new technologies to reduce the fuel.
environmental impact of our productions may
We are assessing the implications in relation to the
also impact margins in the future
qualification of UK made content as European Works as
• There also continues to be some uncertainty around the
well as undertaking targeted advocacy, research and
longer‑term qualification of UK made content as
coalition building, whilst we await further detail on
European Works for the purposes of EU TV and
developments (if any).
streaming quotas, which could at some stage in the
future result in reduced demand for UK made content We are actively engaged in helping lead an industry
coalition on the HETV review including advocacy in
• The government is also reviewing the threshold for
public and with government.
High‑end Television (HETV) tax credits in the UK and
depending on the nature of the changes, this could ITV was also actively involved in the development of
affect some of the lower budget HETV projects. There industry wide production protocols to support the
may be other changes arising from the government’s industry return to work following the COVID‑19 pandemic.
review, for instance around increases in the percentage These protocols were rolled out across our productions
of expenditure that qualifies for the tax credit and the internationally to support our production resilience and
percentage of the credit itself which could affect other to ensure that contingency plans are in place in the
dramas event of further production pauses/stoppages.
Changes in direction of travel Board oversight
The global demand for content remains good and the • Strategy sessions focused on ITV Studios, and
overall market continues to grow. Regulatory review and response to risks and changes in the market
ongoing general inflation are greater risks, however we are
able to use our scale to support us in how we manage the
risk associated with the rising cost of production, resulting
in this risk remaining static.
ITV plc Annual Report and Accounts 2022 77
STRATEGIC REPORT RISKS AND UNCERTAINTIES CONTINUED
### 4. Partnership relationships risk
Link to strategy Management Board owner: Chris Kennedy
Description Context Mitigating activities Risk
direction
An inability to • Video content is viewed across a very wide variety of Our aim is to allow viewers to access our content, 2022
develop and platforms and devices and ITV needs to work with these wherever, whenever and however they choose to watch
maintain adequate platform providers to ensure viewers can continue to and this is underpinned by a defined partnership and
relationships with find ITV content whenever and wherever they choose to distribution strategy, which has been further developed
major platform and watch. However, commercial relationships with the throughout 2022. We continue to focus on this as a 2021
distribution owners of these platforms are increasingly complex and priority as we deliver our enhanced Streaming strategy.
providers may multi‑faceted, particularly as these owners are
We have a growing dedicated team that has developed
result in reduced commonly also customers, suppliers and partners in
relationships and commercial arrangements with all the
brand prominence, co‑creation activities
major distribution providers and TV platform/device
viewers being • As a Public Service Broadcaster (PSB), we are
manufacturers in the UK. This team is also responsible
unable to find our guaranteed prominence in the UK within the linear
for inputting into product and commercial
content and not Electronic Program Guide (EPG) grid. However, this
decision‑making, to ensure ITV remains an attractive
achieving fair value prominence is not guaranteed for on demand viewing
proposition from a distribution perspective. We are
for our content. and other ways viewers now or will choose to consume
therefore in a position to negotiate the prominence and
ITV content
monetisation of ITV’s content on their platform/devices.
• The PSB ecology is integral to the broader society in the
UK and a lack of regulatory intervention to protect this We also continue to actively participate in dialogue with
ecology may threaten this wider societal benefit. There Ofcom and the UK government regarding the
is a risk that global platforms may use their scale and modernisation of the PSB regulatory regime and make
influence to limit the visibility and prominence of PSB the case for addressing the key areas of inclusion,
content and/or the value PSBs are able to take from the prominence and fair value in new legislation. The
content PSBs distribute on their platforms government has committed to bringing forward a Media
• In the absence of regulatory protections, we must form Bill to modernise this regulation but the date of its
strong distribution relationships with major platform introduction to Parliament is still to be confirmed.
providers and under mutually favourable terms, to allow Following the decision not to privatise Channel 4, the
viewers to continue to easily find our content and in Labour Party is now supportive of bringing forward the
order to fully monetise that content Media Bill too.
• As we continue to develop ITVX, we must ensure the
Board oversight
distribution is built into our deals with platforms to
• Ad‑hoc updates on partnership and platform
ensure the product is available as widely as possible
developments
Changes in direction of travel
Negotiating deals with our partners/competitors is
becoming increasingly complex resulting in this risk
trending upwards.
### 5. Pension deficit increase
Link to strategy Management Board owner: Chris Kennedy
Description Context Mitigating activities Risk
direction
A financial crisis or • Changes in credit spreads or UK government bond yields The pension scheme assets are invested in a diversified 2022
macroeconomic could result in material movements in the Group’s portfolio, with a significant proportion held in lower risk

| change could | defined benefit pension scheme liabilities | bonds, with interest rate and inflation hedging in place, |  |
| --- | --- | --- | --- |
| impact the value of | • A major change in longevity, investment values or in the | designed to match the cash outflows of the scheme |  |
| pension scheme | discount rate affecting the value of liabilities could have | liabilities as far as possible. Appropriate levels of | 2021 |
| investments and | a material impact on the net pension liability. ITV may | collateral are maintained to support the strategy. We |  |
| liabilities and | need to respond in such an event by increasing future | have worked with the pension trustees to manage |  |
| increase the | contributions | contributions to the pension schemes through a series |  |
| deficit. |  | of asset backed arrangements. |  |

Changes in direction of travel
The pension scheme trustees’ investment strategy has Board oversight
continued to evolve focusing on limiting the impact of • Annual pension process and controls review at the
market volatility on the scheme, resulting in this risk Audit and Risk Committee (December 2022)
remaining static.
78 ITV plc Annual Report and Accounts 2022
STRATEGIC REPORT RISKS AND UNCERTAINTIES CONTINUED
### 6. Regulatory and policy changes
Link to strategy Management Board owner: Magnus Brooke
Description Context Mitigating activities Risk
direction
Changes to policy • There remains uncertainty around the precise timing We have an experienced Policy and Regulatory Affairs 2022
and regulation, or a ofthe Media Bill being enacted and how Public Service team that monitors for potential policy, legal and
failure by the UK Broadcasting (PSB) regulation will be reformed to regulatory developments. We have a systematic approach
government to respond to changes in viewer behaviours and the to analysing the impact of potential changes and are

| regulate, may have | increasing scale of digital media companies | proactive in putting forward our position during the | 2021 |
| --- | --- | --- | --- |
| a negative impact | • Changes in advertising regulation for certain sectors | development of new policies, legislation and regulation. |  |
| on the future of | may have a negative impact on the revenue we are able |  |  |

We continue to engage with the government and
public service to generate from these sectors
regulators on the PSB regime and many other topics
broadcasting, our • There also continues to be some uncertainty around the
affecting our industry. This includes actively
business model longer‑term qualification of UK made content as
participating in consultations on areas which may
and/or the cost of European Works for EU TV and streaming quotas, which
impactITV and collaborating with other organisations
operations. could result in reduced demand for UK content
inthe industry, where appropriate in line with our
• The government’s current review of the UK’s High‑end
competition law obligations.
Television (HETV) tax credit regime may result in some
lower budget comedy and drama programming no longer Our Social Purpose team works alongside the Policy
qualifying for the credit. The consultation is not yet andRegulatory Affairs team to identify regulatory
concluded and we are actively engaged and supported changes related to the environment/sustainability and
by much of the industry tosupport the business in how to implement processes
inorder to comply. This has included advising the
• Other areas of regulation and policy which business on requirements for TCFD, of which we were
could have an impact on our business include anearly signatory.
sustainability and child protection
Board oversight
• An emerging consideration for ITV is the
• Regular reports to the Board on PSB reform
potentiality for unregulated TV platform relationships to
• Deep dive by the Board in January 2023 on the
result in a loss of value for ITV. The passing of the Media
‘continuation of ITV as a PSB’
Bill is very important for mitigation of this risk
• Regular updates on emerging regulatory and policy
Changes in direction of travel issues
Reform of the PSB regime remains a significant
uncertainty and critical component to the ongoing health
of the PSB ecology. The lack of movement results in this
risk remaining static.
ITV plc Annual Report and Accounts 2022 79
STRATEGIC REPORT RISKS AND UNCERTAINTIES CONTINUED
## Strategic, Internal/Change risks
Internal risks, including culture and capability, that may impede the achievement of strategic and/or operational change goals
### 7. Content pipeline risk
Link to strategy Management Board owner: Kevin Lygo
Description Context Mitigating activities Risk
direction

| Failure to sustain a |  | • Rising production costs and increased |  | We are evolving how we commission and acquire content | 2022 |
| --- | --- | --- | --- | --- | --- |
| diversified |  |  | competition in the market continues to drive | to broaden our offering and grow our overall reach and |  |
| commissioning and |  |  | the cost of content up | scale. Focus remains on better understanding audience |  |
| content strategy |  | • Viewer preferences continue to change and |  | preferences and the success of programmes. |  |
| that is both | the content pipeline must reflect this. In particular, the |  |  |  | 2021 |

ITVX launched in Q4 2022 with over 19,000 hours of
resilient and need to commission programmes with a broad appeal that
content. To ensure this remains fresh and attractive to
financially viable, attract younger audiences
the consumer, we will need to ensure that we continue to
may reduce
• The public response to the Black Lives strengthen our content offering including weekly
profitability.
Matter movement has further highlighted exclusive content drops
the need to respond to increasing scrutiny
Within our Broadcast business unit, our commissioning
of on‑screen diversity
focus remains on live mass simultaneous reach and
• The environmental impact of our identifying programmes and formats which have
programming and how environmental national appeal, led by our experienced Commissioning
behaviours are presented in our content is team. In order to increase the resilience of our pipeline
becoming more important and reduce our reliance on historically successful
programmes, we continue to invest in new premium
• Our Streaming strategy requires us to invest in more
formats, live sports and high‑end drama.
content and we must balance these rising costs with the
need to grow number of viewers and total viewing time A content approach has been developed as part of the
launch of ITVX, and will focus on implementing the
Changes in direction of travel
content strategy needed to attract and retain viewers on
2022 has seen an evolution in our content strategy and
ITVX, including content acquisitions, original
resulting content pipeline which has resulted in this risk
commissions and content windowing approaches.
staying static.
We also have dedicated Research and Data teams, who
provide insight on audience preferences and report on
the success of programmes. We use this insight to adapt
our commissioning strategy.
We have a Diversity Acceleration Plan which aims to
improve our on‑screen diversity, develop a
representative talent pipeline and better represent all
communities in our programmes.
We are also committed to reducing our environmental
impact and communicating the need to respond to
climate change to our viewers. In 2022, we updated our
commitment in the ‘Climate Content Pledge’, which
outlines principles that we will commit to in order to help
our audiences engage with this topic.
Board oversight
• Sessions on content strategy in light of this risk
(January 2023) and regular updates on ITVX
80 ITV plc Annual Report and Accounts 2022
STRATEGIC REPORT RISKS AND UNCERTAINTIES CONTINUED
### 8. Insufficient growth in our Streaming products
Link to strategy Management Board owner: Rufus Radcliffe
Description Context Mitigating activities Risk
direction
ITVX does not grow • The video streaming market is a highly competitive We have significantly invested in supercharging our 2022
at the pace market, both in the UK and internationally. In order to streaming strategy and delivered our free, ad‑funded
required to deliver deliver against our streaming growth ambition, we have streaming service, ITVX, to the market in Q4 2022.
the desired developed and launched ITVX
In addition, ITVX has a compelling premium proposition.
strategic or • The success of the advertiser funded element of ITVX is 2021
ITVX aims to drive viewing amongst lighter and harder to
financial outcomes. dependent on maximising the number of viewers on the
reach viewers that may not otherwise engage with ITV
product (reach) and then maximising the volume of
content.
content they view (viewing hours). If we are unable to
drive both reach and consumption, this will impact the We will invest heavily in content through both
amount of advertising revenue we are able to generate acquisitions and original commissions for streaming. Our
from ITVX service offering for streaming also includes creative
• The subscription streaming market continues to grow. ways to deliver this content, including curated
As ITVX grows, we need to capitalise on this opportunity collections, fast channels, streaming exclusive
and provide the opportunity for viewers to convert to premieres and simulcast/live viewing.
paying customers (and retaining them)
We have developed a product and technology
• Maintain strong relationships with platforms and
workstream, to deliver a compelling user experience and
distributors is key to maximising the availability and
functionality. In addition, we continue to invest in data to
reach of all our streaming products
improve the user experience, drive viewing and maximise
Changes in direction of travel revenues.
ITV is pursuing a streaming growth strategy in a
In order to extend our reach, we have developed
competitive market and recent mergers in this market
distribution deals to make our products available on a
have intensified competition, resulting in this risk trending
growing number of major platforms and devices. We
upwards.
have also aligned our commercial and streaming
strategies to ensure improvements for advertisers are a
central part of the strategy.
We have revised KPIs to track and evaluate the
performance of our streaming strategy and will both
monitor these internally and report them externally.
We continue to monitor the external market to assess if
there are any developments, which will require a pivot or
change in our approach.
Board oversight
• Board strategy sessions on streaming
ITV plc Annual Report and Accounts 2022 81
STRATEGIC REPORT RISKS AND UNCERTAINTIES CONTINUED
### 9. Strategic and digital transformation risk
Link to strategy Management Board owner: Chris Kennedy
Description Context Mitigating activities Risk
direction
Failure to • Digital transformation underpins all elements of our Our strategy is articulated through defined strategic 2022
successfully strategy and is a key enabler for increasing operational initiatives. Each initiative is sponsored by a Management
deliver key efficiency. Failure to articulate the digital strategy, Board member and led day‑to‑day by a member of the

| components of our | identify the most important digital projects and | ITV Executive Leadership Team. We have formal |  |
| --- | --- | --- | --- |
| strategy and digital | effectively manage the implementation of these | processes in place, led by the Group strategy team, to | 2021 |
| transformation, | projects could impact ITV’s ability to keep pace with | report monthly on the performance of each of these |  |
| due to the speed | changes in the market and ultimately future growth | initiatives to the CEO and Group CFO & COO. |  |
| and extent of | • Our culture needs to support agility, collaboration and |  |  |

The Transformation Operations Director’s Office (TODO)
change required, openness to new initiatives, in order to allow us to
was formed in June 2022 to bring a strong focus on
may negatively continually evolve and deliver our strategy
operational issues and to reduce risk involved in
impact our • As we digitally transform the business, our exposure to
transformation activities. It is responsible for supporting
business. cyber security and data privacy risk increases. We need
transformation and monitoring the associated delivery
to manage these risks in order to protect our viewer and
risks across the business.
staff data and protect our operations. For further detail
on these risks and mitigations, refer to the cyber Underpinning this, we have Management Board sponsors
security and data breach risk and the legal and for each of the transformation programmes and run a
regulatory non‑compliance risk below monthly Transformation Steering Group (TSG) which is
responsible for tracking the overall portfolio delivery,
Changes in direction of travel
programme dependencies and setting expectations for
The Transformation Operations Director’s Office (TODO)
effective risk management. A Group Design Authority
has driven up standards across our strategic and digital
(GDA) and Group Investment Committee (GIC) have
change transformation programmes and therefore this
been formed to drive holistic thinking and better manage
risk is static.
technical design and investment across the portfolio.
The TODO continue to focus on increasing the efficiency
and managing the dependencies of the transformation
portfolio.
Board oversight
• Deep dive session with the Board on execution and
delivery risks associated with the strategy and
transformation agenda (October 2022)
## Operational risks
Risks that could impact our operational and business as usual activities
### 10. Duty of care and health & safety incident
Link to strategy Management Board owner: Carolyn McCall
Description Context Mitigating activities Risk
direction

| Failure to extend an | • We have a responsibility to maintain adequate duty of | We have a central team with responsibility for | 2022 |
| --- | --- | --- | --- |
| adequate duty of | care (DoC) to our staff, cast, crew, programme | implementing controls and processes for DoC and H&S |  |
| care or the | participants and the general public. General | which covers both physical and mental health and safety |  |
| occurrence of a | expectations with regards to mental health and duty of | for staff, cast, crew and programme participants. This |  |
| major health and | care continue to intensify, meaning more is expected of | includes our participant aftercare programme. | 2021 |
| safety incident | ITV as an employer and content maker/broadcaster |  |  |

We have enhanced our existing DoC processes, which
could result in • As we continue to increase production hours, our risks in
encompass procedures relating to both physical and
physical and relation to Health and Safety (H&S) continue to increase.
mental health and safety. This has included engaging
mental harm, loss We need to consider the DoC across all aspects of
two medical professionals (a former Chief Medical
of human life and productions, taking into account the physical health and
Officer and a clinical psychologist) on an advisory basis,
reputational safety risks and broader aspects of mental wellbeing
to provide ongoing support and challenge to our DoC
damage.
Changes in direction of travel activities. Particular focus in 2022 has been on
Whilst this area remains a topic of high interest and improving processes with regards to participant
scrutiny from the public, media and regulators, we have aftercare and clinical support.
enhanced our processes and oversight and therefore this
We have a Duty of Care Operating Board (DoC Board) in
risk remains static.
place, with responsibility for monitoring implementation
and continuous improvement of our DoC framework and
policies. This DoC Board is chaired by the Chief
Executive (CEO) and includes senior representation
from our Studios, Media & Entertainment, Legal, HR and
Risk areas of the business. The DoC Board meetings are
also attended by the Chair of the Audit and Risk
Committee on behalf of the Board.
Board oversight
• Deep dive on DoC risk with the Audit and Risk
Committee
82 ITV plc Annual Report and Accounts 2022
STRATEGIC REPORT RISKS AND UNCERTAINTIES CONTINUED
### 11. Legal and regulatory non‑compliance
Link to strategy Management Board owner: Kyla Mullins
Description Context Mitigating activities Risk
direction
Failure to comply • We are a global business and are therefore subject to We have a Group Legal and Business Affairs team in 2022
with applicable multiple local and international legal and regulatory place, which consists of subject matter experts who
laws and regulation regimes. These cover a range of areas including: oversee, and are responsible for, ensuring business
could result in broadcasting and media regulations; anti‑trust and compliance with all elements of regulatory and legal

| reputational | competition law; anti‑bribery and corruption; data | requirements. Where appropriate, we also engage | 2021 |
| --- | --- | --- | --- |
| damage, financial | privacy; and health and safety | specialist external legal advisers to support. |  |
| penalties or | • As we develop our data and digital strategy, and evolve |  |  |

We operate a compliance programme which is
suspension of our the way we use personal data to deliver transformation
embedded across ITV. Internal policies are owned by
licences to operate. in our Media & Entertainment business, we need to
business leaders and regularly reviewed with high risk
demonstrate compliance with data protection and
policies being approved by the Management Board and
privacy regulation at all times
the Audit and Risk Committee. The Group Legal and
Changes in direction of travel Business Affairs team works with the business to
Significant work has taken place during 2022 to establish support the adoption and implementation of these
improved and robust foundations for managing our compliance policies.
compliance obligations. However, the constantly changing
Training is a key component of ITV’s compliance
external regulatory environment and increasing external
programme and its content is kept under review. In 2022,
expectations result in this risk trending upwards.
ITV’s Code of Ethics & Conduct training module (which
covers topics such as anti‑bribery and corruption,
anti‑money laundering) was updated to incorporate an
introduction to competition law compliance. Certain
business areas in both M&E and Studios also undertook
additional bespoke workshop‑style competition law
training in 2022 designed to apply legal requirements to
practical business scenarios. Further, ITV’s mandatory
training programme has been reviewed in 2022 to
include additional modules on Competition law
compliance, ABAC and Economic Crime to be delivered
in 2023.
During 2022, the Data Protection team has enhanced the
Group’s data protection framework, which has included
working closely with the Chief Data Officer to implement
effective data mitigations to ensure ITV is able to
leverage data in an appropriate way when delivering its
data strategy. A key enhancement by the team has been
to embed data privacy and cyber specialists into the
data transformation programme, to support designing
privacy and security into new processes and activities
from the outset.
We also have a suite of mandatory compliance training
and learning in place, which helps drive positive
attitudes to compliance across the whole business.
Board oversight
• Deep dives on compliance framework and data
protections with the Audit and Risk Committee
(February and July 2022)
ITV plc Annual Report and Accounts 2022 83
STRATEGIC REPORT RISKS AND UNCERTAINTIES CONTINUED
### 12. Cyber attack or data breach incident
Link to strategy Management Board owner: Mark Smith
Description Context Mitigating activities Risk
direction
A cyber attack may • Cyber security threats continue to trend upwards. We We have implemented a robust cyber security risk 2022
result in major operate in a highly public environment and, due to our management framework across the organisation to

| operational | reputation and the industry we operate in, we are at | address the evolving nature of the cyber security threats. |  |
| --- | --- | --- | --- |
| disruption, critical | greater risk of attack (than the norm) from well | Our framework incorporates a variety of technical |  |
| system outage or | organised threat groups | preventative and detective measures to mitigate the risk | 2021 |
| loss of IP, customer | • As technology becomes increasingly more complex and | of an incident, as well as an extensive training and |  |
| or business data | we transition to a digitally led business, we are required | awareness programme. We have strengthened and |  |
| and potentially lead | to evolve our cyber security procedures in order to | accelerated enhancements to our controls and technical |  |
| to material | effectively protect against and respond to evolving | measures in response to the increased risk caused by |  |
| financial fines/ | cyber threats | remote working and adoption of digital tools. |  |
| penalties and | • As we continue to grow our digital product offerings, we |  |  |

We actively manage cyber and data security in our supply
reputational work increasingly with third‑party partners and suppliers.
chain and undertake due diligence assessments on key
damage. A failure by these partners to implement suitable security
suppliers as part of procurement activities. We also have
processes may result in increased risk to ITV
an incident response and notification process in place,
Changes in direction of travel which is to be followed in the event a cyber or data breach
The increasing threat of malicious activity, our enhanced incident occurs.
digital strategy and the increases in the level of technological
In the event that ITV is subject to a ransomware attack,
change in the business and dependency oncertain third
we have insurance provisions in place to cover the costs
parties, results in this risk continuing toincrease.
associated with restoring our systems.
The strength of our control environment is tested on
anongoing basis by independent security experts and
recommendations are implemented in a prioritised
manner. We also work with our security partners to
undertake cyber simulation exercises at all levels of the
organisation to continuously improve our response to
cyber or data attacks.
Board oversight
• Update on cyber risk with the Board and Audit and Risk
Committee (January, April & September 2022)
### 13. Recruitment and retention of talent risk
Link to strategy Management Board owner: David Osborn
Description Context Mitigating activities Risk
direction

| An inability to | • The market for talent continues to be |  | There is a deep understanding of the skills and capability | 2022 |
| --- | --- | --- | --- | --- |
| attract, develop |  | extremely competitive, with salary | required to deliver our strategic objectives and our HR |  |
| and retain key |  | expectations materially increasing in areas | department works closely with the business to ensure |  |
| creative, |  | of key talent (e.g. technology, data and | those needs are met. |  |
| commercial, |  | streaming) |  | 2021 |

We also continue to strengthen our existing capability,
technical and • Our success depends on being able to attract, develop
through a combination of learning, development and
managerial talent and retain the best creative, technological, commercial
performance. The Board Nominations Committee is
could adversely and managerial talent in order to successfully grow
responsible for reviewing the skills and capability of
affect our ourbusiness
senior leadership and the whole Board joins a Committee
business. • There is increasing scrutiny in relation to
meeting annually to undertake a deep dive on senior
diversity and inclusion. We must commit to
management succession planning and bench strength.
improving inclusivity and diversity across
our business (across all aspects, including We have developed a Diversity Acceleration Plan, which
race, gender and disability) through both our aims to improve diversity and inclusion within the ITV
recruitment and retention processes workforce, through a combination of development,
training and recruitment initiatives.
Changes in direction of travel
Activity in the job market has increased, however, our We have also implemented a new People Strategy which
overall attrition rate is below the national average. We are aims to supercharge our capabilities across the business
still experiencing challenges in sourcing skilled and manage overall business costs during the economic
technologists and our inability to offer remuneration downturn.
packages that are comparable with certain of our global
Whilst a certain level of attrition is inevitable, we evaluate
competitors, has resulted in this risk increasing.
root causes through exit interviews and declared reasons
for leaving. Furthermore, succession plans have been
developed and implemented for business critical and
management roles (which includes nominated deputies).
Board oversight
• Ongoing updates to and succession planning reviews
with the Nominations Committee
84 ITV plc Annual Report and Accounts 2022
STRATEGIC REPORT TASK FORCE ON CLIMATE‑RELATED FINANCIAL DISCLOSURES (TCFD)
## Task Force on
## TCFD Summary Disclosure
## Climate‑related
The table below summarises how ITV has aligned our climate‑related risk management processes
## Financial with the four TCFD pillars and signposts where the information can be found in the report.
## Disclosures (TCFD) Key
Disclosure consistent Disclosure consistent Disclosure not
with the recommended with the recommended consistent with
disclosures. disclosure, further the recommended
### Our commitment to
improvement disclosure.
### ClimateAction opportunities for FY23.
We recognise the harsh reality of the
climate crisis and the impact it may
Relevant section within
have on both the wider world and the
TCFD Pillar TCFD recommended disclosures this report
success of our business. We believe
that unmitigated climate‑related risks Governance Describe the Board’s oversight of • Board oversight of
will pose a significant threat to society, Disclose the climate‑related risks and climate‑related risks
the global economy and to ITV over the organisation’s opportunities. and opportunities
coming decades. We believe it is the governance around
Describe the management’s role in • Assessing and
responsibility of all businesses to take climate‑related
assessing and managing managing climate‑
issues and
meaningful action to reduce their
climate‑related risks and opportunities. related risks and
opportunities.
carbon footprint to mitigate and
opportunities
prevent further climate change.
Strategy Describe the climate‑related risks and • Detailed Risks
We remain committed to playing our Disclose the actual opportunities the organisation has • Detailed Opportunities
partin tackling climate change by and potential identified over the short, medium and
reducing the impact of our business on impacts of long term.
climate‑related
the environment; this is demonstrated
Describe the impact of climate‑related • Detailed Risks
risks and
bythe climate action targets we have set.
risks and opportunities on the • Detailed Opportunities
opportunities on
We have recently fortified our emission
organisation's business strategy and
the organisation’s
reduction targets to align with SBTi’s
financial planning.
business, strategy
newdefinition of Net Zero by submitting
and financial
additional targets for 2050 to SBTi. In Describe the resilience of the • Resilience
planning where
addition, we continue to report on the organisation’s strategy, taking into
such information is
consideration different climate‑
progress we are making to meet these
material.
related scenarios, including a 2ºC or
targets. For further detail on our climate
lower scenario.
action targets, please see the Climate

| Action section. | Risk Management | Describe the organisation’s processes | • Our approach to |
| --- | --- | --- | --- |
|  | Disclose how the | for identifying and assessing | identifying, assessing, |
| In November 2022, we published our | organisation | climate‑related risks. | managing and |
| Climate Content Pledge Commitments | identifies, assesses |  | monitoring climate‑ |
| which aim to integrate climate and | and manages |  | related risks and |
| sustainability considerations across | climate‑related |  | opportunities |
| ITV’s output, inspiring audiences to make | risks. |  |  |
|  |  | Describe the organisation’s process for | • Our approach to |

greener choices by embedding climate
managing climate‑related risks. identifying, assessing,
content on‑screen across all our genres.
managing and
Through ITV’s internal Climate Content
monitoring climate‑
Tracker, we continue to monitor data on
related risks and
all on‑screen mentions of climate and
opportunities
sustainability related topics. This allows
us to track our performance against our Describe how processes for identifying • Our approach to
Climate Content Pledge but also and managing climate‑related risks are identifying, assessing,
highlight areas of focus for new content. integrated into the organisation’s managing and
overall risk management. monitoring climate‑
related risks and
We are also committed to providing
opportunities
greater transparency to our investors
andother stakeholders regarding ITV’s

|  | Metrics and | Disclose the metrics used by the | • Detailed Risks |
| --- | --- | --- | --- |
| exposure to climate‑related risk, the | Targets | organisation to assess climate‑related | • Detailed Opportunities |
| mitigating actions we are taking against | Disclose the | risks and opportunities in line with its | • Emerging metrics |
| these risks and the potential to take | metrics used to | strategy and risk management |  |
| advantage of climate‑related | assess and manage | process. |  |
| opportunities. This TCFD report has | relevant climate‑ |  |  |
|  |  | Disclose Scope 1, Scope 2 and if | • Following best practice |
| undergone review and challenge by | related risks and |  |  |
|  |  | appropriate Scope 3 greenhouse gas | in setting our Net Zero |
| theAudit and Risk Committee and | opportunities |  |  |
|  |  | (GHG) emissions, and the related risks. | ambition |
| ourexternal auditor and has also been | where such |  |  |

Also see the Climate
subject to review by our external information is
Action section.
material.
advisers, EcoAct, prior to publication.
Ourdisclosure meets the minimum Describe the targets used by the • Detailed Risks
requirements outlined within the Task organisation to manage climate‑ • Detailed Opportunities
Force on Climate‑related Financial related risks and opportunities and • Emerging metrics
Disclosures (TCFD) framework and from performance against targets.
next year we intend to build on this
disclosure, including developing and
publishing our Climate Transition Plan and
ensuring its alignment to the Transition
Plan Taskforce Disclosure Framework.
ITV plc Annual Report and Accounts 2022 85
STRATEGIC REPORT TASK FORCE ON CLIMATE‑RELATED FINANCIAL DISCLOSURES (TCFD) CONTINUED
## TCFD progress roadmap
ITV has made disclosures aligned with the TCFD recommendations since 2019. We have built on this throughout 2022, making significant
improvements in how we manage our environmental targets and climate‑related risks and opportunities and have achieved the milestones set for
2022 in our 2021 TCFD report.
### 2021 2022 Coming in 2023

|  | 1 |  | • Develop and publish Climate Transition Plan |
| --- | --- | --- | --- |
| • Obtained SBTi | validation for environmental | • Aligned our environmental targets to new SBTi |  |
| targets |  | Net Zero standard | (CTP) following the Transition Plan Taskforce |
| • Launched new global environmental data |  | • Linked Management Board remuneration to | Framework |
| platform |  | environmental targets (emission reduction | • Consider wider business impacts on nature and |
| • Achieved an ‘A‑’ CDP rating |  | performance on Scope 1, 2 and 3) | biodiversity and explore an approach for ITV. |
| • Completed first stage of climate scenario |  | • Obtained independent limited assurance of | • Enhance the monitoring of risks and |
| analysis on key areas of our business |  | our emissions data | opportunities through the development of new |
| • Signed the Climate Content Pledge |  | • Built on our Climate Scenario Analysis | indicators |
| • Signed Business Ambition for 1.5 degrees |  | • Continued to develop emissions reduction | • Review approach to assurance of legal and |
| committing to making 2050 targets in addition |  | plans | regulatory obligations |
| to 2030 ones |  | • Continued to develop further relevant internal | • Enhance integration of climate‑related risks |
| • Entered into new Revolving Credit Facility, with |  | climate‑related metrics | and opportunities into financial planning and |
| terms linked to the delivery of emissions |  | • Published editorial commitments to increase | strategic decision‑making processes. |
| reduction targets |  | on‑air content on the climate crisis and how to | • Embed CDP engagement as a key |
|  |  | address it | consideration in sourcing decisions |
|  |  | • Joined the CDP Supply Chain programme and | • Identify critical information and data in our ESG |
|  |  | invited our high risk suppliers to engage | and TCFD reports and develop a roadmap for |
|  |  | • Achieved an ‘A’ CDP rating. | transitioning to gaining reasonable assurance |

over this critical information and data.
1. Science Based Targets Initiative
### Governance
## ITV has developed a robust governance Climate Action Governance structure
structure, which includes appropriate
processes and controls at the most
PLC Board Audit and Risk Committee
appropriate levels within the organisation to
effectively manage the climate risks we face.
Cadence Cadence
We believe that our governance is proportional
Annual consideration of (i) climate‑related Annual scrutiny of TCFD and other
to the nature, complexity and scale of our targets and (ii) climate risks and opps. climate‑related reporting.
business operations, allowing the Board,
committees and senior management to
ensure that climate change is integrated
Management Board and Divisional Boards
into our strategy, and informs our
decision‑making and business processes.
Cadence
Twice yearly consideration of (i) climate‑related targets and (ii) climate risks and opps.
To support us in meeting TCFD best
practices, we worked with external advisers
EcoAct to conduct a gap analysis based on
the requirements of the TCFD framework Climate Action Delivery Group
and the FCA. They provided us with
recommendations on the management Cadence
Quarterly meetings focused on (i) climate‑related targets and (ii) climate risks and opps.
changes that we should implement to
alignour activity to the framework, and
reviewed our final disclosure. EcoAct also
conducted the qualitative Climate Scenario
Green Teams
Analysis that feeds into the strategy
section of this report. Cadence
Monthly to quarterly meetings led by Green Leads in all business units, supporting the
Our climate governance structure, as well development of the CADG objectives and implementation.
as roles and responsibilities are detailed in
the sections below.

|  | Within this governance structure, the | The Board is supported by the Audit and |
| --- | --- | --- |
| Board oversight of climate‑related risks | Boardhas ultimate accountability for all | Risk Committee (ARC) in ensuring the |
| and opportunities | risks, including climate‑related risks and | business is adequately assessing and |
| To successfully evaluate and respond to | opportunities, and the delivery of our | responding to climate and environmental |
| the challenges and opportunities posed | environmental targets. The Board fulfils | risks. It also helps guide the business in |
| byclimate change, we must embed an | this accountability through ongoing review | developing effective processes to mitigate |
| understanding and awareness of climate | of principal and emerging risks, and through | against these risks and complying with all |
| change issues across the business, | specific sessions on climate‑related topics. | relevant regulations and disclosure |
| supported by effective governance. | ‘Environmental’ has been identified by the | requirements. It plays an important role |
|  | Board and Management as one of ITV’s | inensuring the integrity and reliability of |
| In 2020 we implemented our Climate Action | keyemerging risks (see page 71) and is | ITV’sinformation related to climate and |
| Governance Structure, which is aligned to | considered as an underlying priority of | environmental risks and helps to ensure |
| our broader business and risk management | ourstrategy. | that ITV is prepared for the long‑term |
| governance structures. |  | impacts of climate change and will be |

appropriately reflecting the potential
implications in its business plans and
financial statements.
86 ITV plc Annual Report and Accounts 2022
STRATEGIC REPORT TASK FORCE ON CLIMATE‑RELATED FINANCIAL DISCLOSURES (TCFD) CONTINUED
The management sponsor and climate risk
## owner is the Group Chief Financial Officer/ Climate Action Governance
Chief Operating Officer (CFO/COO). In 2020,
we established ITV’s Climate Action Delivery Role Activities undertaken in 2022
Group (CADG), chaired by the CFO/COO and
Plc Board Annual review of Climate Action progress within broader review of ITV’s
consisting of senior management
Social Purpose/ESG goals.
representation across the business,
including Finance, Technology, ITV Studios, Audit and Risk Annual review and scrutiny of the TCFD disclosure and other climate‑
Media & Entertainment, Procurement, Risk Committee related reporting.
and Social Purpose teams. The Board

|  | Management and | Quarterly review of Climate Action goals and carbon emissions data across |  |
| --- | --- | --- | --- |
| delegates authority to the Climate Action |  |  | 2 |
|  | Divisional Boards | Scopes 1, 2 and 3 (business travel) | . Annual review of goals and carbon |

Delivery Group (CADG) which oversees our
emissions data for all other Scope 3 categories. The Management Board has
climate strategy, programme and actions.
an annual discussion on Social Purpose/ESG targets and progress, including
The day‑to‑day delivery of the climate
Climate Action.
strategy is coordinated by the Social
Purpose/Sustainability team with support CADG Quarterly review of Climate Action data and progress by business area. In
2022 each area of the business developed a Climate Action Plan, describing
from Green Leads and Green Teams who
how that area contributes to ITV’s Climate Action goals, and what
drive the implementation of action plans.
deliverables will be achieved each quarter to get there. These are shared
and reviewed by the Group on a quarterly basis. The Group also reviews and
Assessing and managing climate‑related
drives decisions related to our disclosure, assurance and compliance
risks and opportunities
requirements.
The CADG is responsible for the day‑to‑day
delivery of the climate action agenda and Green Leads Each member of the CADG is supported by Green Leads or Green Teams
environmental targets. It ensures business covering all relevant business units. They lead the implementation of the
activities and decisions align to our climate action plans and report on progress to the CADG members. They work
action agenda and implementation closely with the Sustainability team to ensure coherence of activity and
strategies address our climate‑related risks alignment with our targets.
and opportunities.
Sustainability Ongoing coordination of climate action and broader sustainability activity.
team The team is responsible for setting targets; ensuring compliance with
In the quarterly CADG meetings we reporting requirements; supporting business units in developing action
monitorthe status of climate‑related risk plans and appropriate metrics; training and upskilling; pan‑industry
and opportunities, through a combination collaboration.
of ongoing updates of activities from the
2 Our methodology for calculating Scope 3 emissions is included alongside the SECR table on page 48 of ITV’s Annual
Group Risk function and the business
Report and Accounts. Additional information is also detailed in ITV’s Basis for Reporting document (available at
representatives. The CADG also reviews www.itvplc.com/socialpurpose/downloads)
quarterly data to monitor progress against
our environmental targets and considers

| what improvements are required both in | Our methodology and assumptions | relevant even in light of evolving climate |
| --- | --- | --- |
| terms of data quality and management | Our 2021 Climate Scenario analysis | risks. The risks (individually or collectively) |
| changes. These reviews cover data and | assessment identified three key risk themes, | do not represent a threat to our long‑term |
| progress by business areas that is then | which have been subject during 2022 to | viability, liquidity or ability to operate and |
| reported to the Divisional and | further modelling to understand whether the | no risks were identified which suggested |
| ManagementBoards. | potential impact is material to our financial | weneed to impair balance sheet assets. |
|  | position and strategy. These included: | The Detailed Risks sections on the |
| The table above illustrates the key activities |  | following page describes the risks we have |

1. Changes in the Advertising sector

| undertaken during 2022 by the roles within |  | considered to arrive at this conclusion. |
| --- | --- | --- |
| the Climate Action Governance structure. | 2. Increased costs in the transition to a low |  |
|  | carbon world | Given the evolving nature of climate change |
| Throughout 2022, we continued to build |  | and the future policy changes governments |

3. Resilience of productions to extreme
awareness and knowledge of climate‑related globally are considering, there remains a
weather events
issues and opportunities across the Group, number of uncertainties in our modelling.
including receiving updates from external We will continue to review our risks and
We have also expanded this approach to
parties on broader environmental issues, opportunities to understand what
include consideration of the cumulative
such as Biodiversity and the upcoming adjustments need to be made to our
impacts of physical and transition
requirements related to the disclosure of mitigation measures or strategy and we
climate‑related risks on ITV and delve
Climate Transition Plans. intend to continue building on this climate
deeper into the opportunities to capitalise
scenario analysis by modelling further risks
on the transition to Net Zero.
Remuneration Incentives and opportunities, as they are identified.
In 2022, ITV made the decision to include
For each of the three key risk themes, we
emissions reduction targets in Management In the tables on the following pages, we
conducted quantitative modelling and
Board bonuses, and ensure that all senior have applied an indicative RAG to articulate
qualitative assessment of the potential
management bonuses included ESG our assessment of ITV’s exposure to the
impact both physical and transitional risks
objectives. This was proposed by members of climate‑related risks and opportunities
may have on our business in a 1.5°C, 2°C and
the CADG, and ratified by the Remuneration that correspond with the key themes
3+°C warming scenario, as at 2030. The
Committee. All colleagues are encouraged identified. The indicative RAG is an
modelling assumed that our business model
to consider their contribution to ITV’s amalgamation of the financial impacts/
and activities remain the same as today.
Climate Action and ESG targets in their benefits of the operational risks and
Talking Performance reviews and through opportunities which were identified within
Our overall assessment of the risks,
ayearly mandatory training module. each theme. The RAG has been applied to
although based on a number of key
the Network for Greening the Financial
assumptions (e.g. advertising restrictions
### Strategy Systems (NGFS) ‘Current Policies’ scenario
are placed on high‑emitting products and
Our approach focuses on the associated model and the International Energy Agency
industries), indicates that as a business ITV
cumulative impact of transition, physical (IEA) ‘Net Zero Emission by 2050’ scenario
is not significantly exposed to physical or
and regulatory risks and opportunities. model to articulate the opposing positions
transition climate risks in our operations
of ‘action’ and ‘no action’ in response to
and our Group business strategy remains
climate change.
ITV plc Annual Report and Accounts 2022 87
STRATEGIC REPORT TASK FORCE ON CLIMATE‑RELATED FINANCIAL DISCLOSURES (TCFD) CONTINUED
## Detailed risks
We considered the following scenarios when assessing our risks.
Climate scenarios Impact time From To Aligned to
5

|  |  |  |  |  |  |  |  | horizon | (years) | (years) |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  | 3 |  |  | 4 |  |  |  |  |  |  |  |
| NGFS | Current Policies |  | IEA | Sustainable |  | IEA Net Zero Emissions |  | Short term 0 1 ITV annual reporting |  |  |  |
| model (‘business as |  |  | Development Scenario |  |  | (NZE) by 2050 (‘net zero |  |  |  |  | period |
|  |  | o |  |  |  |  | o |  |  |  |  |
| usual’/3 |  | C+/ RCP 6.0) | (SDS) (‘acceptable |  |  | transition’/1.5 | C/RCP 1.9) |  |  |  |  |
|  |  |  |  |  | o |  |  | Medium term 1 3 ITV long‑term |  |  |  |
|  |  |  | limit’/2 |  | C/ RCP 2.6) |  |  |  |  |  |  |
| This scenario assumes that |  |  |  |  |  | ITV has committed to |  |  |  |  |  |

viability assessment
no new climate policies are This is where the impacts targets to reduce emissions
period and strategic
o
introduced, therefore of transitioning to a low in line with a 1.5 C
planning cycle
setting the path for a global carbon economy are likely science‑based emission
o
warming of 3 C+. to be observed as scenario. This scenario Long term 3 10+ ITV science‑based
governments worldwide would require significant and Net Zero targets
This is where physical

|  | commit to driving down | investment on the part of |  |
| --- | --- | --- | --- |
| impacts of climate change |  |  | *This has been |
|  | emissions; this could be | governments and industry |  |
| are likely to be most |  |  | extended to align |
|  | manifested as higher | globally to achieve and is |  |
| impactful, for example with |  |  | with our additional |
|  | carbon prices, increased | where the impacts of |  |
| higher sea level rise, higher |  |  | 2050 emissions |
|  | costs of transition and | transitioning to a low |  |
| temperatures and |  |  | commitments |
|  | greater regulation. | carbon economy are likely |  |

extreme weather events.
to be most impactful.
3 Network for Greening the Financial System 5 The time horizons included in this report are different to our wider risk time
4 International Energy Agency horizons. This is due to the nature of the climate risks and our ongoing climate
targets. In the future, we will work towards aligning our approach beyond 2030
Key – Risks
Minimal impact Moderate impact Significant impact
### 1. Changes in the advertising sector

| Context Current policies |  | SDS (2 | o C+) (Low | NZE by 2050 (1.5 | o C+) |
| --- | --- | --- | --- | --- | --- |
|  | (3 o C+) (High carbon | carbon scenario |  | (Very low carbon |  |
|  | scenario impact) | impact) |  | scenario impact) |  |
| The advertising market may continue to shift to the promotion | Revenue loss – minimal | Revenue loss – minimal |  | Revenue loss – |  |
| of low carbon products and sustainable communications with | Based on wider industry | We have assumed that |  | moderate |  |
| mounting pressure from governments, regulators, as well as | research, we have | limited categories of |  | We have assumed that |  |
| from agencies and brands from within the industry. Similar to | assumed that advertising | advertising clients that |  | governments will introduce |  |
| the proposed limits on advertising of high content sugar | regulators will continue to | areconsidered carbon‑ |  | strict policies to influence |  |
| products, carbon insensitive brands and products (such as | look unfavourably at | insensitive or |  | consumption behaviours |  |
| travel, cars, fast fashion, utilities and energy) may be subject | greenwashing in | environmentally damaging |  | and a higher proportion of |  |
| to stricter advertising regulations or even outright bans. | advertising and companies | will be subject to bans on |  | our high emitting |  |
|  | with a high carbon | advertising of their |  | advertising clients are |  |

We may be impacted by changing regulations and major
footprint. Therefore, we products or services. subject to restrictions
advertising brands which fail to evolve and are not resilient to
may need to consider the However, we are able to (including travel, cars, fast
change may not survive or will shrink, impacting their demand
reputational impacts of the replace a portion of this fashion and some retail
for TV advertising. As an opportunity, this could also lead to
adverts we broadcast and revenue through clients brands) and we are unable
spend being moved to lower carbon/more sustainable
advertisers we work with. advertising low carbon to show their advertising.
advertising channels.
alternative products. However, we are able to
Time horizon replace a portion of this
Medium – Long term revenue through clients
advertising low carbon
Impact area
alternative products.
Revenue loss
How are we responding Metrics Targets
There remains uncertainty around the timing and impact of advertising restrictions. In order Monitoring metrics in We do not currently have
to anticipate and prepare for the potential changes, we are: respect of this risk are still any specific targets in
• Continuing to monitor the regulatory landscape and engage with Parliamentarians and the in development. respect of this risk, and
UK government to make the case for evidence based regulation of advertising to ensure will reassess the need for
that any restrictions are both proportionate and justifiable specific action once we
• Continuing to work with advertisers to seek out alternative options to replace potential have a better
lost revenue understanding of the
• Developing a framework to measure the share of our advertising revenue that is aligned relevant indicators.
with our climate targets
• Measuring the revenue generated through green initiatives like Home Planet
• Working closely with Ad Net Zero and the advertising sector to support the development of
industry wide approaches to the Net Zero transition
In 2022, we partnered with eBay to become our main sponsor of Love Island to promote the
importance of a shift from fast fashion to sustainable fashion. We will continue to seek out
opportunities to work with brands that support our climate action efforts.
Link to existing principal risk
Advertising market changes
88 ITV plc Annual Report and Accounts 2022
STRATEGIC REPORT TASK FORCE ON CLIMATE‑RELATED FINANCIAL DISCLOSURES (TCFD) CONTINUED
### 2. Increased costs in the transition to a low carbon world

| Context Current policies |  | SDS (2 | o C+) (Low | NZE by 2050 |  |
| --- | --- | --- | --- | --- | --- |
|  | (3 o C+) (High carbon | carbon scenario |  | (1.5 | o C+) (Very low |
|  | scenario impact) | impact) |  | carbon scenario |  |

impact)
All businesses will face costs associated with the transition to Expenditure Expenditure increase – Expenditure increase –
Net Zero and a low carbon economy. Carbon emissions taxation increase – minimal moderate moderate
is being imposed by more nations worldwide to limit and The Current Policies’ Increased costs may be Increased costs may be
reduce carbon intensive activities causing climate change. scenario assumes that no felt from the wider felt from wider transitions
carbon pricing is transition to a low carbon to a low carbon economy.
As a result, we may be exposed to increased costs of
introduced and therefore economy. However, the Highest impact expected
operating all areas of our business. This may come from a
the increased costs are SDS scenario does not in terms of increased
variety of avenues, including increased environmental
limited as it stays business provide an indication of costs passed on through
regulation, carbon pricing or emissions taxation, investment
as usual. how government or the supply chain.
in low carbon technologies as well as throughout our supply
regulation may intervene
chain. However, the cumulative impact of these costs is likely
in this area.
to be greater than an individual risk.
Time horizon
Medium
Impact area
Expenditure increase
How are we responding Metrics Targets
By committing to our Net Zero carbon target, we are actively seeking to limit the amount of • Scope 1, 2 and 3 footprint • 46% reduction of Scope
carbon we emit in our business, including in our direct operations, through the suppliers we • Percentage of our 1 and 2 by 2030; 28%

| work with and through our activities such as travel. As we reduce our carbon emissions and | electricity coming from a | reduction of Scope 3 by |
| --- | --- | --- |
| increase our use of renewable energy to deliver against this target, our exposure to this risk | renewable energy tariff | 2030 |
| will be reduced. | • Number of key suppliers | • 100% of our electricity |
|  | aligned with our targets | coming from renewable |

We are managing increased price in our energy spend and exposure through our supply chain
tariff by 2025
by existing targets such as:
• 100% of our key
• Reduce Scope 1 and 2 footprints through energy efficiency measures and reduced reliance
suppliers aligned with
on fossil fuel‑based energy.
our targets by 2025
• Increased engagement with suppliers to align with our targets
The sustainability of our buildings is now a key consideration when making decisions on
office moves and closures. In 2022, we started consolidating our London offices, initiating a
process that will see us moving from three sites to two, and which will be completed in 2023.
We anticipate a significant reduction in our Scope 1 and 2 footprint as a result.
Link to existing principal risk
Not currently linked to a principal risk. However, it is linked to our Environmental
emerging risk.
### 3. Resilience of productions to extreme weather events

| Context Current policies |  | SDS (2 | o C+) (Low | NZE by 2050 |  |
| --- | --- | --- | --- | --- | --- |
|  | (3 o C+) (High carbon | carbon scenario |  | (1.5 | o C+) (Very low |
|  | scenario impact) | impact) |  | carbon scenario |  |

impact)
If governments and organisations fail to adequately respond Expenditure increase – Expenditure increase – Expenditure increase –
to climate change, we are likely to see an increase in physical minimal minimal minimal
climate risks, such as extreme weather events causing floods, We have assumed there is As the world is already As the world is already
wildfires and acute heat waves. an increase in the experiencing the impacts experiencing the impacts
frequency and severity of of extreme weather events of extreme weather events
Extreme weather events have the capacity to significantly
extreme weather events. globally, the increase in globally, the increase in
impact ITV productions. This may result in operational
However, as our frequency and severity of frequency and severity of
interruption resulting in delay in delivering content, meeting
production operations are these events under this these events in this
consumer contracts and unforeseen costs.
globally diversified and we scenario is assumed to be scenario is assumed to be
Time horizon are able to make choices manageable within ITV’s manageable within ITV’s
Medium around where and how we existing business existing business
film, travel and maintain continuity procedures. continuity procedures.
Impact area
business operations, this
Expenditure increase
impact is minimal. We also
continue to evolve our
resilience and continuity
plans to ensure they
remain up to date and can
respond to extreme
weather events.
How are we responding Metrics in development Targets
Within the international Studios business, the environment and potential weather events are key We are exploring ways to Targets being developed.
consideration when making decisions on filming locations. Should a situation arise, we would understand our exposure
respond on a case‑by‑case basis, supported by our existing business continuity measures, to this risk that can be used
which include insurance, evacuation protocols to ensure we keep talent and crew safe, and to mitigate the impact.
sourcing alternative filming locations. This resilience and agility continue to be tested.
Link to existing principal risk
N/A
ITV plc Annual Report and Accounts 2022 89
STRATEGIC REPORT TASK FORCE ON CLIMATE‑RELATED FINANCIAL DISCLOSURES (TCFD) CONTINUED
## Detailed opportunities
Our More Than TV strategy, and our history to our relationship with audiences and shaping culture for good; remains attractive
of being a climate leader in our sector, put advertisers, and to the operational changes to talent, customers and partners; retains
us in a good position to benefit from the we are making. While these opportunities its reputation for social care; and is resilient
opportunities that exist as we transition to are not significant to our financial success, to risk.
a sustainable world. We see a number of we believe it is important to capitalise on
opportunities taking shape which are linked these in order to ensure ITV continues
Key – Opportunities
Significant benefit Moderate benefit Minimal benefit
### 1. Audiences (reputational benefits)
Context Opportunity impact How we are capitalising Benefit
Our social purpose agenda of shaping culture for good Alignment to corporate While it is difficult to attribute positive perception
is core to ITV’s strategy. We have a strong track record strategy – high of the ITV brand to our environmental activity, we
in using our brand, reach, talent and programming to approach this in a number of ways:
Importance to social
engage a mass audience on climate‑related themes • We run a monthly audience survey to monitor how
purpose of shaping culture
and solutions. the ITV brand is perceived, which includes
for good – high
questions on our environmental credentials
By reflecting the challenges that people are facing in
Potential increase in • We track the impact of campaigns and their effect
modern Britain, we can remain relevant and attractive
audience/viewership – on the perception of the ITV brand, such as the
to a mass audience, supporting brand perceptions and
minimal/moderate impact of the Love Island and eBay partnership,
helping to maintain our reach in the market.
which indicated that more than two‑thirds of
Time horizon viewers were driven to act, with an estimated
Short – Medium term threemillion people having a more positive
opinion of shopping sustainably as a result of the
initial partnership in the summer of 2022
Metrics in development Targets
ITV brand perception; bespoke indicators relating to specific campaigns N/A – We do not currently set specific targets in this area.
### 2. Commercial: Growing our revenue from Net Zero aligned brands, products and services
Context Opportunity impact How we are capitalising Benefit
We expect to see growth in the volume of advertising Alignment to corporate ‘ITV Home Planet’, an initiative led by the ITV
for brands, products and services aligned to the Net strategy – high Commercial team provides a platform for
Zero transition over the coming years. advertisers to communicate their sustainable
Commercial opportunity –
message in partnership with ITV, helping increase
By establishing ourselves as a reputable and trusted moderate
environmentally conscious purchasing among
environment for advertisers to showcase their
consumers and helping grow our advertising
sustainability credentials, we can grow the volume
revenue with sustainable brands.
ofadvertising with existing clients and new low
carbonbusinesses.
Time horizon
Short – Medium term
Metrics in development Targets
The metrics in this area are still in development. We do not currently have targets in this area, as we are still
exploring the appropriate methodology for developing
indicators, and their integration into our existing activity.
90 ITV plc Annual Report and Accounts 2022
STRATEGIC REPORT TASK FORCE ON CLIMATE‑RELATED FINANCIAL DISCLOSURES (TCFD) CONTINUED
### 3. Operational: Cost reductions and wider benefits of innovations
Context Opportunity impact How we are responding Benefit
By developing targets to reduce emissions involved in Alignment to corporate Remote production technology is increasingly used
the production of our content, we have an opportunity strategy – high in Sport (UEFA Euros) or in Entertainment (Love
to develop innovative and more efficient ways to Island) formats, and we are currently testing virtual
Cost saving – minimal/
produce and deliver our content. Beyond the reduction XR technology for scripted productions. Cloud
moderate
of our footprint, these changes can improve our based editing also reduces travel and post
resilience and reduce costs, as well as opening new production energy use to be reduced. We continue
creative opportunities and redefining what is possible. to monitor clean mobile power solutions that are
coming to market. These innovations can reduce
Time horizon
the number of people who need to travel to filming
Short – Longer term
locations and we are looking to upscale the number
of programmes produced in this way.
Metrics in development Targets
We are driving a range of actions and innovative practices to reduce our production We do not currently have targets in place in this area, as we
emissions. It is challenging to track them separately as they become embedded into our are still developing the indicators that are most relevant.
ways of working but we are tracking overall reduction in emissions. We will explore
setting new indicators, for instance around the share of our productions using remote
production technologies, virtual sets, or any other key practices, if they prove helpful in
our transition.

| Resilience | Risk management | In 2022, ITV performed a qualitative climate |
| --- | --- | --- |
| ITV’s core business strategy was updated in | Our approach to identifying, assessing, | scenario analysis building on the quantitative |
| 2022 and contains targets for up to 2026, | managing and monitoring climate‑related | modelling that was completed in 2021. The |
| including expanding our Studios business, | risks and opportunities | focus was on considering the updated IEA |
| increasing digital viewing and revenue in | At ITV we take a practical, robust and | and NGFS models and scenarios that were |
| M&E and maintaining our share of | consistent approach to risk management | recommended in the TCFD guidance in |
| commercial viewing. | which is embedded in the organisation | conjunction with the existing IPCC scenarios |
|  | through our risk management framework. | (that informed our 2021 disclosure). This |
| Key climate‑related considerations include | The framework supports the Board in | activity was supported by the Group Risk |
| our ability to deliver on our expansion | identifying, assessing, managing, | team and EcoAct. This started with a |
| targets for the Studios activities and | monitoring and reporting on the key risks | detailed identification of climate‑related |
| managing the increase in viewership on | which the organisation is or could be | risks and opportunities in the short, medium |

6

| ourstreaming platform while reducing | exposed to, including climate‑related risks. | and long term | in 1.5°C, 2°C and 3°C+ |
| --- | --- | --- | --- |
| emissions in line with our targets, as well | Further detail on how the Board utilises the | warming scenarios. |  |
| asmaximising our advertising revenue from | risk management framework to inform its |  |  |
| linear and streaming services in a changing | decision‑making is set out on page 71. | Members of divisional senior leadership |  |
| advertising market. |  | teams and business subject matter experts |  |
|  | Climate change is not currently categorised | performed an initial assessment of the |  |
| We are building resilience by developing new | by the Board as a Group ‘Principal Risk’ as it is | existing climate‑related risks and |  |
| metrics and improving our data quality in | unlikely to have a substantial financial impact | opportunities, using the Group risk |  |
| these areas, as well as ensuring alignment | in the next three years. It has however been | framework assessment methodology. The |  |
| with the objectives and action plans for all | identified as a key ‘Emerging Risk’ (within | focus of this initial assessment was to |  |
| relevant business units, including upskilling | the ‘Environmental’ category) to ITV which | determine whether the risks and |  |
| teams and engagement with the industry. | has the potential to impact the way we do | opportunities were still relevant since the |  |
|  | business in the medium to long term. We | last assessment and representative of the |  |
| As we continue to evolve our climate | continue to assess our classification of | key climate‑related impacts to our |  |
| scenario analysis, this will help to improve | therisks regarding climate change with | business. While new risks and opportunities |  |
| ITV’s overall resilience and preparedness to | management and the Board to ensure | were identified, we continue to believe that |  |
| mitigate against climate risks in varying | theyremain appropriate and up to date. | those identified in Detailed Risks and |  |
| degrees of potential outcomes. ITV’s |  | Detailed Opportunities above could pose |  |
| strategy remains flexible and will be | Focus remains on the day‑to‑day | the greatest impact to the business should |  |
| annually reviewed to make sure that it | management of our climate risks. Ownership | they materialise. |  |
| remains resilient in the face of ITV’s risks. | and accountability is assigned to all risks |  |  |
|  | with mitigations and progress against action | The primary factors considered to assess |  |
|  | plans reviewed and challenged by the | the risks were the likelihood of the risk |  |
|  | Climate Action Delivery Group (CADG). | materialising and the potential significance |  |

across the following impact categories:
• Strategic, external – reputational impact
• Strategic, internal – strategic change
impact; revenue and expenditure impact
• Operational – operational impact;
balance sheet impact
6 Definitions for ‘short term’, ‘medium term’ and ‘long
term’ can be found within the Detailed Risks section
of this report.
ITV plc Annual Report and Accounts 2022 91
STRATEGIC REPORT TASK FORCE ON CLIMATE‑RELATED FINANCIAL DISCLOSURES (TCFD) CONTINUED
When reviewing the opportunities, we Emerging metrics
### ITV emissions reduction targets
assessed the alignment and relevance to Transition metrics: As our roadmaps
our corporate strategy of commercial towards Net Zero are becoming more
### Emission reduction: 2030

| opportunity, cost savings and importance |  |  | reliable, we are starting to monitor a wider |
| --- | --- | --- | --- |
| to our Social Purpose priority to shape |  |  | set of indicators, for which we do not |
| culture for good. |  |  | currently have formal targets. For instance, |
|  | 46.2% | 28% |  |

we track the percentage of our fleet that is

|  | Scope 1 and 2 | Scope 3 |  |
| --- | --- | --- | --- |
| Ownership is a key component of the |  |  | shifting to hybrid or electric vehicles, the |
| overall risk management process, and |  |  | number of our suppliers with science‑based |

### Emission reduction: 2050
Executive Leadership Team owners targets and reporting into the CDP Climate
wereassigned to each climate risk and Change questionnaire, or the carbon
opportunity identified as part of this emissions from business travel across all
## 90–95%
process. Risk owners have responsibility divisions. We are also starting to put in place
Scope 1, 2 and 3

| foractively monitoring the risks and |  | processes to ensure that we can track the |
| --- | --- | --- |
| opportunities, including defining and |  | costs and savings involved in the |
| implementing appropriate management |  | implementation of each division’s climate |
| strategies with support and advice provided | See the Climate Action section on | action plans. We aim to formalise and |
| by the Risk and Social Purpose teams. | page47for more detail on these and on | publish these metrics as part of our Climate |
|  | thesupporting targets and activities | Transition Plan disclosure in 2023. |
| ITV’s principal risks with the potential to | drivingourdecarbonisation efforts. |  |
| bemost impacted by climate change are |  | Risks and opportunities metrics: We are |
| Duty of care or health & safety incident, | Our 2019 baseline footprint was | developing new metrics and approaches to |
| Advertising market changes, Evolving | recalculated following changes in | help us manage our climate‑related risks |
| demand in the content market and Content | boundaries and changes in methodology | and opportunities. We are currently testing |
| Pipeline. We are taking action now through | inour Scope 3 calculations that were both | many of these and using them internally |
| our Social Purpose goals to mitigate and | implemented in 2021, as well as the | toensure they are appropriate. These will |
| manage their impacts both today and in the | acquisition of a new production company | also be reflected in our Climate Transition |
| future. Through these actions, we continue | (Plimsoll Productions) in 2022. This new | Plan in 2023. Our current progress can be |
| to build resilience to climate‑related | baseline was used in the submission of our | found within the description of the risks |
| physical and transition risks. | long‑term target to SBTi. Subsequently, we | and opportunities. |

changed the methodology for Scope 3
calculations again in 2022 by incorporating Content metrics: As part of our Content
### Metrics and Targets
company‑level data for 22 suppliers, Climate Pledge commitment, we have
Our journey to date
representing 4.6% of our overall spend. developed a content tracker to monitor the
Setting ambitious targets, capturing quality
data and reporting on our progress mentions of climate‑related topics across
All details relating to our methodology, all our TV genres. The insights gained are
transparently are critical to our successful
changes compared to previous years, analysed internally on a quarterly basis by
sustainability transition. While we are still
re‑baselining policy and assumptions used the Commissioning Green Team, and help
working on improving the accuracy of our
in the calculation of our 2022 footprint can us to ensure we are delivering on our
Scope 3 data, our approach to monitoring
be found in our Basis of Reporting. editorial ambition. We are also working with
our environmental performance is now well
established. We are now in the process of a collaborative group of broadcasters to
ERM CVS provided limited assurance of our explore ways to measure the impact that
developing new indicators to better
full carbon footprint in 2022 following our content has on the audience, but no
navigate and monitor the climate‑related
ISAE3000 methodology. The assurance metrics or targets have been formally set.
risks and opportunities as well as our
process was completed ahead of
transition planning.
publication of this report and the assurance
statement can be found on our Social
Following best practice in setting our
Purpose website.
NetZero ambition
Our emissions reduction targets have been
Explanation of trends in line with targets
updated this year to align with the Net Zero
Our Scope 1 and 2 footprint continue to
definition of the Science Based Target
reduce year‑on‑year, ahead of our SBTi
initiative (SBTi). We submitted additional
trajectory. Main drivers include a shift to
2050 targets to reduce all of our emissions
renewable electricity tariffs across a
by 90%‑95% by 2050. Our 2030 targets,
majority of our sites, a transition to low
which were validated by SBTi in 2020,
emission fleet vehicles, and ongoing
remain unchanged.
modernisation of our sites. Business travel
emissions continue to rise post Covid but
remain firmly ahead of our targets. The
most material Scope 3 category is
Purchased Goods and Services, which has
decreased in 2022 by 8% compared to
2019, in line with our targeted trajectory.
Given that we are still working on improving
the data quality of this category, with plans
to increase the share of company level data
in the short term, we are focusing on our
supplier engagement and decarbonisation
efforts as a priority until we can gain
increased confidence in the accuracy of
these figures.
92 ITV plc Annual Report and Accounts 2022
STRATEGIC REPORT LONG‑TERM VIABILITY DISCLOSURE
## Long‑term Viability Disclosure
How we assess prospects and risks How we assess viability
The Board continually assesses ITV’s prospects and risks at its meetings, When assessing the longer‑term viability of ITV, we considered (i) ITV’s
including the following: strategy and business plan (page 20); (ii) the principal risks and
• Holding ‘Strategy Days’ twice a year, to oversee the delivery of the uncertainties (page 71); (iii) the Group’s financing facilities including
Strategy and consider changes to, or new, initiatives to further improve covenant clauses and future funding plans (page 60); (iv) the long range
the ITV Strategy financial plan and cash forecast; and (v) other sensitivity factors or risks
• Considering ad hoc topics on aspects of the strategy at Board meetings which have the potential to materially impact liquidity in the assessment
• Performing a full review of the principal and emerging risks twice a year period.
• Performing periodic deep dives on specific risk areas, to further
Based on this review a set of hypothetical and severe but plausible
scrutinise the effectiveness of risk mitigation approaches and confirm
scenarios were developed. We then modelled these scenarios against the
operation within risk appetite
first three years of the long range financial plan and cash forecast both
As part of the assessment of prospects and risks the Board and
individually and in parallel, in order to assess viability.
management routinely consider topics related to changing audience
behaviours, new market entrants and competitor strategies, and broader Whilst all principal risks identified could have an impact on ITV’s
advertising and studios market developments globally. The Board has performance, the scenarios reflect the specific risks which could
also received specific briefing sessions on the evolving Streaming potentially most likely impact the Group’s financial position and
strategy and how that supports our longer term prospects; the global long‑term viability.
content market and ITV Studios longer term prospects and position within
The output from this work was reviewed by the Audit and Risk Committee
this market; business resilience to environmental and climate‑related
in detail, with a report from the Committee to the Board to support the
risks; technological advancements in the areas of addressable advertising
Board’s review and approval. In reaching its view, the Board and
and how the ITV Strategy responds to these; and sessions led by external
Committee also considered external views, including analyst and other
analysts on the market perception of the ITV business.
industry commentary, to understand the wider market views on the
Underpinning this the Board and management continued to closely Group’s future prospects, and the external auditor’s findings and
scrutinise the impact of the current macroeconomic climate on the conclusions on this matter.
business. This included identifying cost interventions/mitigations to
respond to severe downside scenarios; and increasing the focus and
detail provided in financial performance reviews and reforecasting to
track performance.

| Assessment period for viability | • Technology and innovation in the media | Assumptions applied |
| --- | --- | --- |
| The Board reviewed the long range financial | industry continues to rapidly change | For the LTVS scenario, we have assumed: |
| and strategic planning horizon and is of the | thedemand for content and also how | • EBITA impacts from LTVS scenarios flow |
| view that a three year assessment period | itisconsumed | through to cash in full except for tax |
| (this year, to 31 December 2025) continues | • Pension funding, which is one of ITV’s key | savings, with the exception of settlement |
| to be most appropriate. The factors the | funding obligations, is agreed triennially | impacts (in scenarios 4 and 5) which |
| Board considered in adopting this time | with the Trustees of the pension schemes | areassumed to be disallowable for |
| frame were as follows: | • ITV’s business model does not necessitate | taxpurposes |
| • Visibility over ITV’s advertising business | investment in long‑term capital projects | • Any Box Clever or other major litigation |
| is relatively short term. Advertising | that would require a longer‑term horizon | settlement will be treated as an |
| remains cyclical and closely linked to the | assessment or returns | exceptional item |
| UK and global economic growth, which |  | • Any ICO fine pertaining to a cyber breach |
| may continue to be impacted by |  | will be treated as an exceptional item |
| uncertainties in the UK macroeconomic |  | • That no acquisitions are made |
| climate |  | (consistent with ‘Base case’) |
| • The commissioning process and life cycle |  | • £200 million annual dividends are |
| of programming gives the ITV Studios |  | continued to be paid throughout the |
| division a more medium‑term outlook. |  | period (consistent with ‘Base case’) |

However, while non‑returning brands are
We have also assumed the revolving credit
replaced with new commissions, over
facility of £500 million and the Credit Suisse
time there is less visibility as
CDS facility of £300 million are available
programmes can experience changes in
throughout the period, and that the
viewer demand or come to a natural
remaining Eurobond is to be re‑financed
expiration
(and not repaid from cash).
ITV plc Annual Report and Accounts 2022 93
SENAI GURU (2022) 2022 2022 2022 2022 2022 2022 2022 2022 2022 2022 2022 2022 2022 2022 2022 2022 2022 2022 2022 2022 2022 2022

Taking into account current operational and financial performance, the Board has in particular analysed the impact of following hypothetical scenarios. These scenarios were assessed in isolation, as combinations of two or three risks and all simultaneously to further stress fast viability:

![icon]() Loss to Principal risks or Accounting judgements and estimates within the Financial Statements

|  Scenario 1  |   |
| --- | --- |
|  Scenario modelled | Principal risks  |
|  **A significant and sustained downturn in advertising revenue from 2023, as a result of audience and/or market decline, driven by macroeconomic factors or increased competition/challenge from large streamers. In this scenario we also fail to replace the advertising revenue lost as a result of the confirmed restrictions on HFSB and potential restrictions on other advertising categories (e.g. gambling and high carbon products).** Advertising revenues (2023 vs 2022 – (2%); 2024 vs 2023 – (9%); 2025 vs 2024 – 12%) **Business area/impacted:** Media & Entertainment | **Changing viewing habits:** A failure to anticipate or respond to fast changing viewer habits and behaviours may impact total viewing and the success of our channels. **Advertising market changes:** Continued changes in the advertising market may result in reduced demand for ITV’s advertising products and a longer term decline in advertising revenue. **Policy and regulatory changes:** Changes to policy and regulation or a failure by the government to regulate may have a negative impact on the future of public service broadcast, our business model and/or the cost of operation. **Partnership relationships:** An inability to develop and maintain adequate relationships with major platform and distribution providers may result in reduced brand prominence, viewers being unable to find our content and lack of fair value for that content. ![icon]() Further detail of how we are mitigating these risks is provided in the principal risk and uncertainties section  |

|  Scenario 2  |   |
| --- | --- |
|  Scenario modelled | Principal risks  |
|  **Our Streaming strategy fails to fully deliver the expected consumption hours (for the ad-funded streaming element) or subscriber growth (for the subscription streaming element), impacting revenue.** This scenario assumes we under-deliver against our viewing and subscriber growth plans for ITV’s (resulting in EBITA reductions of £2 million in 2023, £7 million in 2024 and £3.1 million in 2025). **Business area/impacted:** Media & Entertainment | **Insufficient Streaming growth:** Our Streaming products do not grow at the pace required to deliver the desired strategic or financial outcomes. **Changing viewing habits:** A failure to anticipate or respond to fast changing viewer habits and behaviours may impact total viewing and the success of our channels. ![icon]() Further detail of how we are mitigating these risks is provided in the principal risk and uncertainties section  |

|  Scenario 3  |   |
| --- | --- |
|  Scenario modelled | Principal risks  |
|  **A number of key programme brands within the ITV Studios division are not recommissioned and new format growth does not materialise.** The scenario assumes key shows come to an end from 2023 (2023 impact: c. £39 million; 2024 impact: c. £57 million and 2025 impact: c. £83 million). **Business area/impacted:** Studios | **Content pipeline:** Fundamental changes in the content market and/or failure to sustain a diversified commissioning pipeline that is both resilient and commercially viable, may result in reduced opportunities and/or profitability. ![icon]() Further detail of how we are mitigating these risks is provided in the principal risk and uncertainties section  |

|  Scenario 4  |   |
| --- | --- |
|  Scenario modelled | Accounting judgements and estimates  |
|  **Settlements for ongoing litigation are significantly higher than estimated, resulting in large one-off cash payments.** This scenario assumes a higher than provisioned cash outflow in 2024 in respect of settlements for ongoing litigation. Given the current status of the various claims, management do not expect there to be any cash outflow in respect of litigation during the viability period. However, a cash outflow has been modelled as a potential severe downside scenario. **Business area/impacted:** Group | The complexity and potential scale of the ongoing litigation settlements and earnest negotiations, results in a lack of certainty in the final liabilities and payments. ![icon]() Further detail of the accounting judgements and estimates applied to ongoing litigation and earns are provided in Section 1 to the Financial Statements. All overleaf the assumptions performed by the Audit and Risk Committee with respect to these accounting judgements is provided within the Audit and Risk Committee report from page 125.  |

14 ITV plc Annual Report and Accounts 2022
STRATEGIC REPORT LONG‑TERM VIABILITY DISCLOSURE CONTINUED
### Scenario 5
Scenario modelled Principal risks
ITV is subject to a cyber attack which results in a major operational Cyber Security and Data Breach
disruption, critical system outage or loss of intellectual property (IP),
Further detail of how we are mitigating this risk is provided in the
customer or business data.
principal risk and uncertainties section
This scenario assumes that a class action is filed against ITV which
requires a substantial compensation payment and results in a fine from
the Information Commissioner’s Office (ICO).
Business area impacted:
Group
### Scenario 6
Scenario modelled Principal risks
A combination of scenarios 1 to 3 above occurring simultaneously. Changing viewing habits
This scenario materialising is deemed unlikely (resulting in EBITA impact
Advertising market changes
of £79 million in 2023, £241million in 2024 and £348million in 2025).
Importantly in this scenario, no covenants are breached at any time during Policy and regulatory changes
the assessment period.
Partnership relationships
Business area impacted:
Insufficient Streaming growth
Group
Content pipeline
Please see risks 1‑3 for more detail.
Further detail of how we are mitigating this risk is provided in the
principal risk and uncertainties section

| We have considered the impact of climate | Management and the Board are of the view | Viability statement |
| --- | --- | --- |
| change risks and do not believe they would | that the likelihood of all the above scenarios | Based on the above, the Board has a |
| have a significant financial impact on the | and sensitivities occurring concurrently is | reasonable expectation that ITV will remain |
| business in the assessment period. Please | very remote. We have developed mitigations | viable and be able to continue operations and |
| refer to our TCFD report for further detail. | for each of the above risks which are | meet its liabilities as they fall due over the |
|  | detailed in the principal risks and | three year period ending 31December2025. |
| Viability assessment | uncertainties section. If all the above | The assessment has been made with |
| Our balance sheet and liquidity | scenarios were to occur in combination and | reference to ITV’s strategy and the current |
| positionremains strong. Our liquidity | no action was taken to mitigate the financial | position and prospects andrisks. |
| at28February2023 is £1,113 million, | losses sustained, ITV would maintain |  |
| comprising cash of £313 million, the | sufficient liquidity but would risk breaching | The Strategic Report was approved by the |
| undrawn Revolving Credit Facility of | the net debt/EBITDA covenant for the RCF | Board and signed on its behalf by: |
| £500million (expiring January 2028) | in 2025 (the RCF interest cover covenant is |  |
| andthe undrawn bilateral facility/CDS | not breached at any point in the assessment | Chris Kennedy |
| of£300million (expiring June 2026). | period). However, if action were taken to | Group Chief Finance Officer & Chief |
|  | increase the threshold for breaching the | Operating Officer |
| During the viability period, the Group’s | covenant to 4.0x, then £4.5 million of EBITA | 2 March 2023 |
| €259million Eurobond maturing in | mitigations in 2025, would bring us in line |  |
| December 2023 is assumed to be | with this banking covenant. |  |

refinanced.
### Potential mitigations

| We have considered both the individual | In the unlikely event that all scenarios were |
| --- | --- |
| scenarios and various combinations of | to impact ITV concurrently and in order to |
| thescenarios in order to assess viability. | avoid breaching our covenants, we could |
| Ifanyof the above scenarios were to occur | deploy various mitigations in 2025. ITV has a |
| inisolation we would maintain sufficient | mechanism in relation to its RCF which |
| liquidity and, considering our RCF | allows a one‑time adjustment to the RCF |
| mechanism which allows us to increase | Net Debt/EBITDA covenant up to 4.0x from |
| ourleverage covenant to 4.0x, would only | the baseline of 3.5x for up to two |
| marginally breach this banking covenant | consecutive half‑yearly financial periods. |
| in2025. £4.5 million of EBITA mitigation | Deploying this mechanism in 2025 |
| inyear would bring ITV in line with this | wouldlead to a marginal breach, as the |
| banking covenant. | NetDebt/EBITDA ratio of ITV will be 4.07x in |

2025, in the unlikely event each scenario
were to occur. £4.5 million of EBITA increase,
which could be delivered through revisions
to the 2025 bonus plan, would bring ITV
below the revised 4.0x covenant threshold.
It should be noted that ITV benefits from a
highly supportive banking group and
benefited from covenant waivers, which
were taken as a precautionary measure,
during the peak of the COVID‑19 pandemic.
ITV plc Annual Report and Accounts 2022 95
### GOVERNANCE CHAIRMAN’S GOVERNANCE STATEMENT Andrew Cosslett CBE
## Chairman’s
Chair
## Governance
## Statement

| Dear Shareholder | Diversity | The health and well‑being of our colleagues |
| --- | --- | --- |
| I am pleased to present our Corporate | We fully recognise the importance of | is a significant priority. As part of the open |
| Governance Report for 2022. | diversity and inclusion at all levels from the | two‑way dialogue with colleagues, Edward |
|  | Board and through the entire organisation. | Bonham Carter, our Senior Independent |
| Year in review | We are encouraged by the significant | Director and Workforce Engagement |
| The Board remains committed to | progress against the core initiatives of ITV’s | Director, continues to work closely with |
| maintaining effective corporate governance | Diversity Acceleration Plan, launched in July | thecolleague Ambassador network and |
| and integrity, enabling us to deliver our | 2020. It’s encouraging to see management’s | regularly provides feedback to the Board. |
| strategy for the long‑term benefit of all | commitment and achievements receive | For further information on Edward’s role |
| ourstakeholders. | public recognition (see page 51). We are | and work, and the Board’s workforce |
|  | pleased with our gender and ethnic | engagement activities, please see |
| Though the worst of COVID‑19 pandemic | diversity representation on the Board – | pages112 to 113. |
| seems to be behind us, we continue to | 41.67% and 16.7% respectively, exceeding |  |
| monitor and mitigate the risks ensuring | the Hampton‑Alexander and Parker targets. | The Board sought to balance the interests |
| thatwe keep our people safe and protect | For more detail you can refer to our UK | of all stakeholders throughout the year. |
| the business for the future. Physical Board | workforce diversity data in the Diversity and | Please see page 104 for examples of key |
| meetings have continued throughout the | Inclusion report. | strategic issues considered and Board |
| year facilitating effective communication, |  | decisions taken in 2022, and pages 66 to 68 |
| guidance and support between the Board, | Engaging with our stakeholders, | for an explanation of how the Board has had |
| its Committees and the Management team. | including our workforce | regard to the section172 matters (including |
|  | As a Board we focus on how we engage | certain key stakeholder considerations). |
| Throughout the year, ITV was focused on | withour stakeholders and how we deliver |  |
| delivering its strategic priorities, with the | apositive impact for them. Relationships | Culture |
| executive team investing in a dynamic | with our stakeholders in the UK and | Good performance relies on the Company’s |
| programme of digital modernisation. | internationally are vital to building | culture being aligned with its purpose, |
| TheBoard has been kept well informed | asuccessful and sustainable business. | values and strategy. AsITV continues to |
| ofManagement’s plans, particularly the | Mystatement in the Strategic Report (on | become an increasingly digital business |
| launch of ITVX and our vision for streaming | pages6 and 7) sets out the ways in which | and adopts new ways of working to drive |
| and content. We held a Board Strategy day | we engaged with stakeholders during 2022. | agility, the Board recognises the |
| in June to review the Strategy and a |  | importance of continuing tofoster and |
| secondin December to hear an update | Shareholder feedback is regularly | monitor the culture across theorganisation. |
| onprogress and consider therapidly | considered during Board meetings and is an | Please see pages 114 to 117 for the key ways |
| changing environment. | important factor in decision making. We | in which the Board and Committees |
|  | meet regularly with shareholders, through | monitored culture during2022. |

one‑to‑one meetings, conferences and at
the Annual General Meeting. In March we
hosted an investor seminar to enable a
deeper understanding of our strategy for
the Media and Entertainment division and
the launch of ITVX, giving an opportunity
for investors to raise questions directly with
management and the divisional team. The
2022 Annual General Meeting was live
streamed, with the opportunity for
shareholders to ask questions remotely
before and during the meeting.
96 ITV plc Annual Report and Accounts 2022
#### Changes on the Board

Through the Nominations Committee, we focus on Board succession and composition to ensure we have the appropriate balance of skills, independence, experience and diversity.

I joined the Board in June as Chair Designate, attending the June Strategy Day and working with Peter Bazaligette to ensure a smooth transition until he stepped down as Chair in September. In July we appointed another Non-executive Director, Sidon Katz.

In May 2023, Mary Harris will step down as a Non-executive Director after nine years outstanding service to the Board.

#### 2023 Annual General Meeting

The 2023 AGM will be held on Thursday 4 May, at 11.00. This will be a physical AGM and further details of, and any required changes in, the meeting arrangements will be published on the Company's website.

I would like to take this opportunity to thank my fellow Board members, the Management team and our colleagues in the wider workforce, who served during another challenging year for the Group. As we go through 2023, the Board will continue to work with management to deliver on our strategic initiatives, and to ensure the wellbeing of our colleagues and build a successful and sustainable business for all stakeholders.

#### Andrew Cosslett CBE

Chair
2 March 2023

## The 2018 UK Corporate Governance Code (the Code)

During 2022, the Company fully complied with all the provisions of the Code, with the exception of provisions 15 (Executive Director Non-executive Directorships) and 38 (Executive Director pension alignment). We have provided a full explanation regarding these departures. Please see page 121 for an explanation of the limited time for which the Chief Executive held two listed non-executive directorships (provision 15) and, page 143 for detail on the alignment of the incumbent Executive Director pension contributions to those available to the workforce (provision 38) which came into full effect from 1 January 2023. The Code (July 2018), issued by the Financial Reporting Council (FRC), and associated guidance are available on the FRC website at www.frc.org.uk.

#### Taking each of the main headings of the Code:

##### Board Leadership and Company Purpose

The Board's ultimate objective is the long-term sustainable success of the Company. Read more about our strategy in the Strategic Report and how the Board achieves this through, amongst other things, stakeholder and workforce engagement (pages 112 to 113) and establishing a clear and aligned Company purpose, strategy and values. Please also see pages 114 to 117 for how the Board assesses and monitors culture.

##### Division of Responsibilities

The Board consists of two Executive Directors, nine independent Non-executive Directors and the Non-executive Chairman, who was considered independent on appointment to the Board. For Board meeting attendance, please see page 103. Additional external appointments of Board members during 2022 received prior Board approval. The Directors' other time commitments are in line with the key institutional investor and investor body guidelines, except that, for a limited period of time, the Chief Executive held two listed non-executive directorship, as explained on page 121.

##### Composition, Succession and Evaluation

The Nominations Committee Report (pages 122 to 124) sets out its activities and areas of focus during 2022, including Chairman, Board and management level succession planning and recruitment, Board composition and skills, and Board and Company diversity progress updates. Read more about the external Board evaluation which took place during the year on pages 118 and 119.

##### Audit, Risk and Internal Control

The Audit and Risk Committee Report (pages 125 to 136) describes the work of the Committee and how it discharges its roles and responsibilities. The Committee reviewed the enterprise risk management framework, as well as assessing management's review and strengthening of the Group's internal controls, increasing its focus on IT general controls. The Committee also monitored the effectiveness of the external auditor, the new internal auditor and the quality of audit. The Company's disclosures regarding risk management and internal controls are on pages 131 to 133, and details of how the Committee focussed on audit quality are set out on pages 135 and 136.

##### Remuneration

The Remuneration Report (pages 137 to 157) describes the work of the Remuneration Committee and sets out how executive remuneration is aligned to the Company's purpose, values and strategy. It also describes how the Committee considered workforce remuneration and related policies in its decision-making regarding executive remuneration.

ITVale Annual Report and Accounts 2022

87

COMMITTEE ON COMMON SALES AND INDEPENDENT SERVICES
GOVERNANCE BOARD OF DIRECTORS
## Board of Directors
Committee membership Carolyn McCall Chris Kennedy
A Chief Executive Group CFO and COO
Audit and Risk
N Nominations
R Remuneration
Terms of engagement for the
Non‑executive Directors and written
responsibilities fortheChair, Chief
Executive and SeniorIndependent Appointed Chief Executive and to the Board on Appointed as Group CFO on 21 February 2019 and
Director are available onourwebsite: 8January2018 as Group CFO and COO on 2 December 2021
www.itvplc.com/investors/governance
Key areas of expertise: Business transformation, Key areas of expertise: Business transformation,
Creative Industry, Digital, Media and Media IP, Creative Industry, Digital, Finance and Treasury,

|  |  | Regulation and Public Policy, Strategy, People | Audit, Sustainability and ESG, Media and Media |
| --- | --- | --- | --- |
| Andrew Cosslett CBE |  | and Talent | IP, Strategy, Technology and Data |
| R | N | Key skills and experience: Carolyn has an | Key skills and experience: Chris has a strong |
| Chair, Chair of the |  | impressive track record in media and experience | media background, holding senior management |
| Nominations |  | of leading digital transformational change both in | positions over a 17‑year career at EMI. Chris’ |
| Committee |  | an international and regulated environment. She | experience in executing and driving strategy has |
|  |  | has clear strategic acumen and a strong record of | played a key role in ITV’s digital acceleration into |
|  |  | driving operational excellence and delivering | Phase Two of the More Than TV strategy, and |
|  |  | value to shareholders. Carolyn created the More | ensuring ITV’s transformation into a successful |
|  |  | Than TV strategy when she joined in 2018. | digitally led media and entertainment company, |

Appointed to the Board on 1 June 2022 and as
Carolyn has been instrumental in accelerating as well as driving a rationalisation/cost savings
Chair on 29 September 2022

|  | the strategy into Phase Two, having successfully | initiative. He was previously Chief Financial |
| --- | --- | --- |
| Key areas of expertise: Business transformation, | executed Phase One. She continues to execute | Officer of Micro Focus International plc, ARM |
| Media and Media IP, Strategy, Remuneration, | the strategy effectively through her strong | Holdings and easyJet plc where he spent five |
| People and Talent | leadership of the Company ensuring ITV’s | years and was voted FTSE 100 CFO in 2015. As |
| Key skills and experience: Andrew is an | transformation into a successful digitally led | the business continues to evolve and develop, he |
| experienced chair who has spent his career in a | media and entertainment company. Previously | took on the broader role of Chief Finance Officer |
| range of consumer facing sectors. His early | she was Chief Executive of easyJet plc for seven | and Chief Operating Officer in December2021. |
| career was with Unilever in a variety of branding | years and spent over 20 years at the Guardian | Current external appointments: Non‑executive |
| and marketing roles. He then spent 14 years at | Media Group holding a number of senior roles, | Director, Chair of the Audit Committee and |
| Cadbury Schweppes in senior international roles | including CEO of Guardian News and Media and | member of the Nomination Committee, |
| before becoming Chief Executive Officer (CEO) for | then four years as Chief Executive of Guardian | Whitbread plc; Non‑executive Director of the |
| InterContinental Hotels Group (IHG). Andrew was | Media Group. She has previously served as a | Great Ormond Street Hospital for Children NHS |
| at IHG for six years, creating value by leveraging | Non‑executive Director of Lloyds TSB, Tesco plc | Foundation Trust; Trustee of the EMI Group |
| the power of its brands alongside executing a | and New Look Group plc. In 2008, Carolyn was | Archive Trust. |
| programme of significant transformational and | awarded an OBE for her services to women in |  |
| cultural change. He served as CEO for Fitness | business and in 2016 a Damehood for her |  |

Edward
First, where he was instrumental in successfully services to the aviation industry.
Bonham Carter

| repositioning the business and brand. Andrew | Current external appointments: Non‑executive |  |  |
| --- | --- | --- | --- |
|  |  | A | N |
| served as a non‑executive director of the Rugby | Director, Bridgepoint Group plc; Trustee of |  |  |
| Football Union (RFU) from 2012, where he was | theDevelopment Board of the Royal Academy | Senior Independent |  |
| appointed chair from 2016 until 2021. Andrew | ofArts. | Director and |  |
| received a CBE for services to the RFU in the 2022 |  | Workforce |  |

Please see page 121 for further information on
New Year’s Honours List. Engagement Director
Carolyn’s external time commitments.
Current external appointments: Chair,
Kingfisher plc Appointed to the Board on 11 October 2018
Salman Amin
Key areas of expertise: Business transformation,
R N
Finance and Treasury, Sustainability and ESG,
Independent
Strategy, People and Talent, Audit, Remuneration
Non‑executive
Key skills and experience: Edward brings to
Director
theBoard a wide range of City experience and
invaluable insight in the understanding of stock
markets and investor expectations. He was
previously Director of Stewardship and Corporate
Appointed to the Board on 9 January 2017 Responsibility at Jupiter Asset Management
until2022, and Vice Chair of Jupiter Fund
Key areas of expertise: Business transformation,
Management plc until 2014. He joined Jupiter in
Digital, Media and Media IP, Strategy,
1994 as a UK fund manager and held the position
Remuneration, People and Talent, Sustainability
of Chief Investment Officer from 1999 to 2010
and ESG
and Group Chief Executive until 2014. He started
Key skills and experience: Salman brings to the
his career at Schroders as an investment analyst
Board a wealth of experience in global businesses
before moving to Electra Investment Trust where
having worked for over 30 years managing global
he was a fund manager.
brand advertising and media spend. Previously
Current external appointments: Senior
hewas COO, Global Commercial Division at
Independent Director, Land Securities Group plc;
SCJohnson & Son, and has held positions at
Trustee and Chair of the Investment Committee,
Procter& Gamble and PepsiCo.
The Esmee Fairbairn Foundation; Member of the
Current external appointments: Chief Executive
Strategic Advisory Board, Livingbridge; Chair,
Officer, Pladis.
Netwealth InvestmentsLtd.
98 ITV plc Annual Report and Accounts 2022
GOVERNANCE BOARD OF DIRECTORS
Margaret Ewing Mary Harris Experian plc following its acquisition of
ClarityBlue, a consumer intelligence company
A A N
which he founded.
Independent Independent
Current external appointments: Chief Executive
Non‑executive Non‑executive
Officer, Ascential plc, Non‑executive Director at
Director, Chair of the Director
Cognitive Logic inc
Audit and Risk
Committee
Graham Cooke
Appointed to the Board on 31 October 2017 Appointed to the Board on 28 July 2014 A
Independent
Key areas of expertise: Business transformation, Key areas of expertise: Business transformation,
Non‑executive
Finance and Treasury, Audit, Sustainability and Digital, Sustainability and ESG, Media and Media
Director

| ESG, Strategy, Regulation and Public Policy | IP, Strategy, Remuneration, People and Talent |  |
| --- | --- | --- |
| Key skills and experience: Margaret has | Key skills and experience: Mary brings to the |  |
| extensive experience in financial accounting, | Board extensive experience in executive |  |
| corporate finance, strategic and corporate | remuneration, business strategy consulting, sales |  |
| planning having served as a Managing Partner of | and marketing, mergers and acquisitions, media, | Appointed to the Board on 1 May 2020 |
| Deloitte LLP and Chief Financial Officer of BAA plc | television and interactive media investments and |  |

Key areas of expertise: Business transformation,
and Trinity Mirror plc. Margaret also held digital rights management. Sheis a former partner
Digital, Media and Media IP, Strategy, Technology
Non‑executive Director and Audit Committee at McKinsey & Company, where she worked
and Data
positions with Standard Chartered plc and primarily with retail and consumer clients in China,
Key skills and experience: Graham has
Whitbread plc and was an external member of South East Asia andEurope.
extensive technical and digital experience, a
theAudit and Risk Committee of the John Lewis Current external appointments: Non‑executive
focus in user‑centric product design, coupled
Partnership. Margaret’s skills and experience Director, Reckitt Benckiser PLC; Supervisory
with in‑depth knowledge of the e‑commerce,
giveher substantial insight into the Company’s Board member, HAL Holding NV; Member of the
technology trends and digital sectors. He was
reporting and risk management processes. Remuneration Committee, St Hilda’s College,
thefounder of Qubit, the leading provider of
Current external appointments: Non‑executive Oxford University.
e‑commerce personalisation technology which
Director and Chair of the Audit and Compliance
was sold to Coveo Solutions in October 2021
Committee and member of the Nominations
Anna Manz shortly before going public on the Toronto Stock
Committee of International Consolidated Airlines
R Exchange (TSX). Prior to founding Qubit, he spent
A
Group, S.A.; Senior Independent Director, Chair of
five years working at Google. His most recent role
the Audit and Risk Committee and member of the Independent
there was as global leader on Google’s strategy
Nominations Committee of ConvaTec Group plc. Non‑executive
for conversion rate improvement. He is currently
Director
focused on a number of web3 projects in music
Sharmila Nebhrajani publishing, real‑time blockchain data mining and
R asset management.
Current external appointments: Director,
Independent
Appointed to the Board on 1 February 2016
QubitDigital; SVP, Commerce Strategy,
Non‑executive
Key areas of expertise: Business transformation, CoveoSolutionsInc.
Director, Chair of the
Remuneration Digital, Finance and Treasury, Audit,
Committee Sustainability and ESG, Strategy, Technology and
Gidon Katz
Data, Remuneration, People and Talent
Independent
Key skills and experience: Anna brings over
Appointed to the Board on 10 December 2020 Non‑executive
20years’ consumer, financial and strategic
Director

| Key areas of expertise: Business transformation, | experience to her role on the Board and the |  |
| --- | --- | --- |
| Digital, Finance and Treasury, Audit, | Committees on which she sits. Previously she |  |
| Sustainability and ESG, Media and Media IP, | held the role of Group Finance Director at |  |
| Regulation and Public Policy, Strategy, | Johnson Matthey plc and before that Anna held |  |
| Remuneration, People and Talent | senior strategy and financial roles at Diageo plc, |  |
| Key skills and experience: Sharmila has strong | both in the UK and internationally. | Appointed to the Board on 17 July 2022 |
| public sector, commercial, government and | Current external appointments: Chief Financial |  |

Key areas of expertise: Creative Solutions,
non‑profit experience across a wide range of Officer, The London Stock Exchange Group plc.
Digital, Media and Media IP, Strategy, Technology
sectors, including utilities, financial services,
and Data
media, global health and medical research. Earlier
Duncan Painter Key skills and experience: Gidon has extensive
in her career, she held the post of Chief Operating
R digital and streaming services experience, along
Officer at BBC Future Media & Technology, where
with in‑depth knowledge of tech product and
she managed the business functions of bbc.co.uk, Independent
platform businesses having been responsible
including the launch of the iPlayer. Sharmila Non‑executive
forthe transformation of NOW TV in the UK and
studied medicine at the University of Oxford, is a Director
the development and highly successful launch
Chartered Accountant and was awarded an OBE
ofPeacock TV LLC. He joined Roku in 2022 as
in 2014 for services to medical research.
Senior Vice President of Consumer Experience,
Current external appointments: Non‑executive
prior to joining Roku he was President of Direct
Director, Chair of the Remuneration Committee, Appointed to the Board on 1 May 2018
toConsumer for NBCU, launching Peacock in
Severn Trent plc; Non‑executive Director,
Key areas of expertise: Business transformation, theUS. Before moving to the US, Gidon led Sky’s
Halmaplc; Non‑executive Director and Chair
Digital, Media and Media IP, Strategy, Technology streaming service ‘NOW’ for six years, having
ofthe Auditand Risk Committee, Coutts & Co;
and Data, Remuneration, People and Talent, previously launched Virgin Media’s VOD service.
Chairof the National Institute for Health
Creative Industry He holds a BA/MA from the University of
andCareExcellence.
Key skills and experience: Duncan brings to the Cambridge and an MSc in International Relations

| Please see page 121 for further information on | Board a broad range of experience particularly in | from The London School of Economics and |
| --- | --- | --- |
| Sharmila’s external time commitments. | digital media, consumer intelligence systems and | Political Science. |
|  | targeted advertising. Previously he was an | Current external appointments: President of |
|  | executive at BSkyB and Global Product Leader at | Consumer Experience, Roku |

ITV plc Annual Report and Accounts 2022 99
GOVERNANCE MANAGEMENT BOARD
## Management Board
Julian Bellamy Carolyn McCall Rufus Radcliffe
Managing Director, ITV Chief Executive Managing Director,
Studios Streaming, Interactive
and Data
Appointed: February 2016 Appointed: January 2018 Appointed: April 2017
Experience: Julian joined ITV in 2014 as Managing Experience: Biography on page 98. Experience: Rufus joined ITV as Group Marketing
Director of ITV Studios in the UK. He was promoted and Research Director in 2011. He was promoted
to Managing Director of ITV Studios and appointed to Chief Marketing Officer and appointed to the
Kevin Lygo
to the Management Board in February 2016. Management Board in 2017. In 2019 he took on
Managing Director,
Hehas responsibility for running ITV’s global additional responsibility for the Direct to
Media &
production and distribution business that Consumer division as Chief Marketing Officer and
Entertainment
creates, produces and sells finished programmes Director of Direct to Consumer. In October 2020 he
and formats in the UK andinternationally. was appointed Managing Director of On Demand,
one of the two business units making up the
Julian’s previous roles include Creative Director
newly created Media & Entertainment Division.
and Head of Commissioning at Discovery
Networks International, Head of Programming at Rufus now leads our streaming, interactive and
Appointed: August 2010

| Channel 4 and prior to that he ran BBC3 and E4. |  | data teams. In December 2022, our ITV Hub and |
| --- | --- | --- |
| Healso spent time as Channel 4’s Head of Factual | Experience: Kevin joined ITV as Managing | BritBox streaming services were integrated into |
| Entertainment and was a commissioning editor of | Director of ITV Studios and a member of the | ITVX, a new free, ad funded streaming |
| Channel 4 News and Current Affairs. | Management Board in 2010. He became Director | proposition, which also includes a premium |
|  | of Television in February 2016 and in October | subscription tier. |

2020 he was appointed Managing Director of the
David Osborn
newly created Media & Entertainment Division. Before joining ITV, Rufus spent ten years at
Chief People Officer
Channel 4, and prior to that held various positions
As well as having overall responsibility for the
at McCann Erickson and JWT.
Media & Entertainment Division, Kevin continues
to run the Broadcast business unit (one of the
two business units making up the Division) and Chris Kennedy
tooversee the commissioning of popular Group CFO and COO
programming delivering ITV’s USP of mass
simultaneous reach.
Appointed: October 2014
Kevin’s previous roles included Director of
Experience: David joined ITV as the HR Director
Television and Content at Channel 4, Director
for ITV Studios in 2011, leading the HR agenda for
ofProgrammes at Channel 5 and a number
the ITV Studios Division through the early stages
ofpositions at the BBC, including Head of
of transformation.
Independent Commissioning for Entertainment. Appointed: February 2019
In 2014 he was promoted to Group Human
Experience: Biography on page 98.
Resources Director and appointed to the
Management Board. To reflect an increased

| portfolio, in 2022 David became Chief People | Kelly Williams |
| --- | --- |
| Officer and is responsible for the People | Managing Director, |
| Strategyfor ITV globally, ensuring People | Commercial |

decisions are central to everything we do at ITV.
He has responsibility for Health, Safety, Security
and Duty of Care for all who work at ITV, behind
the scenes and in front of the camera. In addition,
he leads the Human Resources, Workplace
Services and Pensions teams.
Appointed: December 2014
Prior to joining ITV, David has worked across
Experience: Kelly joined ITV in 2011 as Group
anumber of different industries and sectors
Commercial Director. He was promoted to
including Marks & Spencers Plc, Mars Inc.,
Managing Director Commercial and appointed
VisaInternational, Vodafone and EMI Music.
tothe Management Board in 2014.
He is the Chair of the Board of Thinkbox, the
marketing body for commercial TV in the UK,
amember of the BARB Strategy Board and sits
onthe RTL AdAliance International Board.
He has responsibility for all commercial advertising
deals across the ITV family of channels.
Prior to joining ITV, Kelly wasthe SalesDirector at
Channel 5 and prior tothat held various positions
at UKTV, Sky and ThamesTelevision.
100 ITV plc Annual Report and Accounts 2022
GOVERNANCE MANAGEMENT BOARD
Mark Smith Paul Moore Magnus Brooke
Group Chief Group Director of Strategy,
Information Officer Communications and Policy and Regulation
Corporate Affairs
Director

| Appointed: September 2018 | Appointed: July 2018 | Appointed: February 2021 |
| --- | --- | --- |
| Experience: Mark joined ITV in 2011 as a member | Experience: Paul joined ITV as Group | Experience: Magnus joined ITV in 2006 and was |
| of the technology management team. He was | Communications and Corporate Affairs Director | promoted to the Management Board in February |
| promoted to Chief Technology Officer in 2015 and | and a member of the Management Board in 2018. | 2021. He has Board responsibility for ITV’s |
| joined the Management Board in 2018. Mark took |  | strategy, policy and regulatory teams, which |

He has responsibility for all Group
the role of Group Chief Information Officer inJune. includes overseeing ITV’s corporate strategy
communications, including corporate and internal
development and leading on interaction with UK
He has responsibility for Technology strategy communications, public affairs, programme
and European regulators, government and
andinvestment across the group and also leads publicity and the Social Purpose strategy.
parliamentary committees.
on Cyber.
Prior to joining ITV, Paul was the Communications
From 2014 to 2019 Magnus was Chairman of the
Prior to joining ITV, Mark held senior technology and Public Affairs Director at easyJet plc for eight
Board of the Brussels based Association of
positions at the BBC, BBC Worldwide and Sky. years and before this worked for FirstGroup and
Commercial Television in Europe, which
Over the past 15 years Mark has specialised in Virgin Atlantic Airways where he was Director of
represents Europe’s commercial broadcasters
digital transformation and has led the design, Corporate Affairs for ten years. Paul first started
tothe EU institutions. Magnus is a Director and
build and delivery of industry leading streaming his career as a civil servant and worked for the
Chair of the Remuneration Committee of
platforms. Mark started his career as a software Department of Transport.
Everyone TV (formerly DUK) which runs the
engineer at BT.
Freeview and Freesat platforms and he was a
Ade Rawcliffe Non‑executive Director of the news provider
Group Director of ITNfor three years from 2019 to 2022.
Kyla Mullins
Diversity and Inclusion
General Counsel and Prior to joining ITV Magnus was Head of the BBC
Company Secretary Director General’s Office. He began his career as
a solicitor specialising in regulatory and
competition law at City of London law firm
Ashurst, where he also trained.
Appointed: September 2020
Appointed: January 2019 Experience: Ade joined ITV as Head of Diversity
Commissioning in 2017. She was promoted to
Experience: Kyla joined ITV as General Counsel
Director of Creative Diversity, before taking onthe
and Company Secretary and member of the
role of Group Director of Diversity and Inclusion
Management Board in 2019.
and joining the Management Board in2020.
She has responsibility for legal, company
Ade has responsibility for all diversity and
secretariat, compliance and regulatory matters
inclusion related matters across the Group,
across the ITV Group.
including leading, developing and growing ITV’s
Prior to joining ITV, Kyla held senior legal positions Diversity and Inclusion strategy on and
in the media, entertainment, strategic outsourcing off‑screen and within ITV’s workforce.
and aviation sectors. She was General Counsel
Prior to joining ITV, she spent over 10 years at
and Company Secretary at easyJet plc and Mitie
Channel 4, most recently leading the Creative
Group plc; Global General Counsel of EMI Music;
Diversity team, where she supported and
and Group Legal Director at ITV plc and Granada
nurtured the careers of diverse creative talent
Media. Kyla is currently Chair of Independent
and sought out and commissioned a slate of
Television News (ITN) and is also a Non‑executive
developments which encouraged diversity,
Director on the Board of Northern Ballet.
risk‑taking and innovation.
Ade is currently a Trustee of BAFTA, Chair of
BAFTA’s Learning Inclusion and Talent Committee,
and a Trustee of the National Trust.
ITV plc Annual Report and Accounts 2022 101
GOVERNANCE CORPOR ATE GOVERNANCE
## Corporate Governance
### The written responsibilities of the Chairman,
### SeniorIndependent Director and Chief Executive are
### available on the ITV plc website: www.itvplc.com
## Our governance structure
The PLC Board
Responsible for providing leadership to the Group’s business, including setting the Group’s purpose, strategy and values and
promoting its long‑term sustainable success.
PLC Board Committees
The terms of reference for each Committee are documented and agreed by the PLC Board. These terms of reference are reviewed
annually and are available on our website: www.itvplc.com/investors/governance/terms‑of‑reference.

| Nominations | Remuneration | Audit and Risk | Disclosure | Our Ambassador |
| --- | --- | --- | --- | --- |
| Committee | Committee | Committee | Committee | Network |
| See the | See the | See the Audit and Risk Committee | Consists of the Chair | Discusses and |
| Nominations | Remuneration | Report on pages125 to 136. | of the Board, Chief | inputs into |
| Committee | Report on |  | Executive, Audit and | significant |
| Report on | pages137 to |  | Risk Committee Chair, | proposals and |
| pages122 to | 157. |  | Group CFO & COO, | initiatives |
| 124. |  |  | and General Counsel | impacting our |
|  |  |  | and Company | colleagues. |
|  |  | Duty of Care Operating Board | Secretary. The |  |

Our designated
Director of Investor
Consisting of key Management Workforce
Relations also attends
Board members, including the Chief Engagement
meetings. The
Executive, and the Independent Director reports
Committee assists
Chief Psychological Officer, the back to the Board
the Company in
Operating Board oversees the on its activities.
meeting its disclosure
Group’s duty of care processes on See pages112
obligations, and
screen and across ITV, monitors and and 113 for
reviews and approves
assesses the processes in place to engagement in
regulatory and other
ensure they continue to be effective this area.
announcements
and evolve as necessary. The Audit
before publication,
and Risk Committee Chair also
but post the Board’s
attends meetings on behalf of the
approval given subject
Board.
to final agreed
changes
Chief Executive
Responsible for the day‑to‑day running of the Group’s business and performance, the development and implementation of strategy
and promoting our culture and standards.
Management Board
Led by the Chief Executive, the Management Board members are collectively responsible for overseeing and driving the overarching
Group financial and operational performance and executing on the strategic initiatives required to deliver the Group’s strategy set
by the Board. The Management Board balances the needs and resources of the business divisions to make decisions based on
what’s best for ITV as a whole.
Studios Board Media & Entertainment Board
Responsible for developing and implementing strategic Responsible for developing and implementing strategic
objectives and operational plans for the ITV Studios business, objectives for the Media & Entertainment business (Broadcast,
monitoring operational and financial performance, and Commercial, Streaming (ITVX), Interactive and Data, and
assessing and managing risk, in line with the Group’s risk BritBox business units), monitoring operational and financial
management framework. performance, and assessing and managing risk, in line with the
Group’s risk management framework.
102 ITV plc Annual Report and Accounts 2022
GOVERNANCE CORPOR ATE GOVERNANCE
### PLC Board and Committee membership and attendance
PLC Board and Committee membership and attendance at scheduled meetings in 2022 is set out below.
Attendance at Scheduled meetings * Indicates where a Director has attended all or part of a PLC Board or
Committee members PLC Board 1 Audit and Risk Remuneration Nominations 7 Disclosure Committee meeting by invitation (i.e. when not a member or prior to
being a Director). The Executive Directors did not attend parts of any
Andrew Cosslett
Committee meetings where to do so would result in a conflict of
2 *
(Chairman) 5/8 2 3/5 2/4 1/1
interest. A number of ad hoc meetings were held during 2022 though

| Peter Bazalgette |  |  |  |  |  | these are not reflected in this table. |
| --- | --- | --- | --- | --- | --- | --- |
| (former |  |  |  |  | 1. In June a series of PLC Board meetings were held over a two‑day |  |
|  | 3 |  | * |  |  | strategy session. For the purposes of this table these two days are |
| Chairman) |  | 6/8 5 |  | 3/5 3/4 3/3 |  |  |

counted as one meeting. In addition, a half‑day strategy session was
Salman Amin 8/8 – 5/5 4/4 – held in December, with a scheduled Board meeting held on the same
Edward Bonham day. Together these are included in the table as one meeting.
2. Andrew Cosslett was appointed Chair Designate on 1 June 2022. He
Carter 8/8 6/6 – 4/4 –
was appointed Chair of the Board and a member of the Remuneration
*
Graham Cooke 8/8 6/6 – 1 –
Committee from 29 September. He has attended five of the Board

|  |  | 4 |  | * |  | and Committee meetings held from the date of his appointment |
| --- | --- | --- | --- | --- | --- | --- |
| Margaret Ewing |  |  | 8/8 6/6 – 2 |  | 3/4 |  |
|  | 5 |  |  |  |  | inJune. |
| Mary Harris |  |  | 8/8 6/6 3/5 4/4 – |  |  |  |

3. Peter Bazalgette stepped down from the Board on 29 September

|  | 6 |  |  |  | * |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Gidon Katz |  | 4/8 – – 1 |  |  |  | – |  | 2022. He attended six of the meetings before he resigned. |
|  |  |  | * | * | * |  | 4. Margaret Ewing was chairing an IAG ARC meeting at the time of the |  |
| Chris Kennedy 8/8 6 |  |  |  | 5 | 1 | 4/4 |  |  |
|  |  |  |  |  | * |  |  | Disclosure Committee and therefore unable to attend. |
| Anna Manz 8/8 6/6 5/5 1 |  |  |  |  |  | – |  |  |

5. Mary Harris stepped down from the Remuneration Committee in
*
Carolyn McCall 8/8 – 1 4/4 4/4 May2022.
6. Gidon Katz was appointed on 1 July 2022 and has attended four of
Sharmila
* the Board meetings held following his appointment.
Nebhrajani 8/8 – 5/5 1 –
7. All PLC Board members were invited to a Nominations Committee
*
Duncan Painter 8/8 – 5/5 1 – meeting for a senior management succession planning session.
In addition, the Non‑executive Directors met without the Chairman or management during the year to discuss the Chairman’s performance,
and also on an informal basis to discuss matters relevant to the Group. The Non‑executive Directors met with the Chief Executive to discuss
Management Board talent and succession.
## Board composition
### Gender Ethnicity Disability Board tenure Age

| Men 7 | People of Colour 2 | Disability or long‑term | 0–2 years 2 | 36–45 1 |
| --- | --- | --- | --- | --- |
| Women 5 | White 10 | health condition 2 | 2–5 years 5 | 46–55 3 |
|  |  | No disability or long‑term | 5–9 years 5 | 56–65 6 |
|  |  | health condition 10 |  | 66–75 2 |

### Skills and experience
*
## Management Board composition
Business transformation 11
Creative industry 4
### Gender Ethnicity Disability

| Digital |  |  |  | 9 |
| --- | --- | --- | --- | --- |
| Finance and Treasury |  | 5 |  |  |
| Audit |  | 5 |  |  |
| Sustainability and ESG |  |  | 7 |  |
| Media and Media IP |  |  |  | 9 |
| Regulation and Public Policy | 3 |  |  |  |

Strategy

|  |  |  | Men 8 | People of Colour 1 | Disability or long‑term |
| --- | --- | --- | --- | --- | --- |
| Technology and Data | 5 |  | Women 2 | White 8 | health condition 1 |
|  |  |  |  | Prefer not to say 1 | No disability or long‑term |
| Remuneration |  | 7 |  |  |  |

health condition 9
People and Talent 7
* Carolyn McCall and Chris Kennedy are not included in these tables. They are included in the Board
composition numbers above.
12
ITV plc Annual Report and Accounts 2022 103
GOVERNANCE CORPOR ATE GOVERNANCE CONTINUED
## Key strategic matters considered by the Board in 2022
Stakeholder groups

| S | Shareholders (including debt providers) | C | Colleagues |  | P | Partners |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| CZ | Citizens | PP | Programme participants |  | VC | Viewers and subscribers |  |  |
| CT | Customers (including advertisers) | LR | Legislators and regulators |  |  |  |  |  |
| Performance |  |  |  | Link to principal risks Link to key stakeholders |  |  |  |  |
| Reviews of capital structure, liquidity, investor proposition and valuation • Principal risks 1, 2, 3, 4, 5, 6, |  |  |  |  |  |  | S | LR |

7, 8, 9 and 15

| Review of the five year plan • All principal risks | S | C | P PP | VC | CT | LR |
| --- | --- | --- | --- | --- | --- | --- |
| Consideration of pensions, dividend and share buybacks • Principal risk 5 | S | C |  |  |  |  |
| Programme of cost and complexity reduction • Principal risk 9 | S | C | P VC | CT |  |  |
| Evaluation of merger and acquisition opportunities • Principal risks 2, 3, 4, 9 | S | P |  |  |  |  |
| Principal risks deep dive and emerging risks • All principal risks | S | C | P CT | LR |  |  |
| ITV Together programme improving ways of working for the business • Principal risk 9, 10 | C | VC | CT |  |  |  |
| Investor engagement and insight N/A | S | C | LR |  |  |  |

### Supercharge Streaming
Evolving the ITV strategy and the vision for an integrated ad‑funded/subscription Principal risks 1 , 2, 3, 4, 7, 8, 9 S C P VC CT LR
streaming platform for the ITVX launch
Developing a data strategy to enable ITV to extract value from its data, Principal risks 1, 2, 3, 4, 7, 8, 9 P VC CT
supporting delivery of ITV’s overall strategic initiatives and 12
Recruitment and Retention of talent to promote the ITVX strategy Principal risk 13
Digital content strategy and investment Principal risks 1, 2, 7, 8, 9 S P VC CT
### Optimise Broadcast
Commercial strategy – Planet V and linear addressable, video on demand and • Principal risks 1, 2, 3, 7 S P VC CT
linearintegration
A review of the Commercial trading model • Principal risks 2 S CT LR
### Expand Studios Globally
Evolution of Studios strategy – continued international expansion, new streamer • Principal risks 3, 9, 13 P VC CT
markets and changing rights models, monetisation of the Global Entertainment
andDistribution divisions
### Regulation
Regulation – continued focus on key policy and regulatory issues, including Brexit, • Principal risks 6 and 11 S C LR
CRRand advertising restrictions (e.g. gambling and HFSS) the PSB review and proposed
MediaBill. These continue to be kept under close review along with other issues that
couldhave apotential short, medium and long‑term impact on the business
Focus on changing governance regulation e.g. BEIS • Principal risks 6 and 11 S LR
### Other
Speaking Up policies and procedures and improved duty of care processes • Principal risk 10 C CZ PP VC
Social Purpose strategy – delivery of strategy, including environmental targets • Principal risks 1 and 10 S C CZ VC CT
and mental health and ‘giving back’ campaigns
Climate‑related risks and short to medium‑term impacts, reporting on ESG matters • Principal risks 1, 6, 9 S C CZ VC CT
Diversity Acceleration Plan, how this aligns and supports the ITV Strategy • Principal risks 9, 10 and 11 S C CZ VC
(ensuringaccurate Gender/People of Colour reporting to facilitate our diversity
acceleration plans)
Cyber Security • Principal risk 12 S C P CZ PP VC CT LR
For further information on principal risks please see pages71 to 84.
104 ITV plc Annual Report and Accounts 2022
GOVERNANCE STAKEHOLDER ENGAGEMENT
## Stakeholder Engagement
### Complying with the 2018 Corporate Governance Code, we ensure that
### we engage with our stakeholders as it is fundamental to the successful
### delivery of our strategy. The Board’s clear understandingof stakeholders’
### issues, expectations and perspectives ensures that stakeholder views
### are carefully considered during decision‑making processes.

| The Board both directly engages with | the Board identifies its key stakeholders, | The table below sets out the key |
| --- | --- | --- |
| relevant stakeholders and assesses | reviews the issues that matter to them | stakeholders which the Board has |
| details provided by management and | most and discusses potential | identified as being important to ITV’s |
| other colleagues to allow the Directors | enhancements to engagement with them. | success and some of the key engagement |
| tounderstand how organisational | The Board also has the opportunity to | mechanisms used in 2022. |
| decisions have taken stakeholder | give feedback on areas needing more |  |
| interests into account and also to | focus as part of our external Board |  |
| influence future decision‑making. The | evaluation (see pages118 to 119). Our |  |
| General Counsel and Company Secretary | Section 172 statement on pages66 to 68 |  |
| supports the Board in ensuring that due | includes examples of how the Board and |  |
| consideration is given to stakeholder | its Committees had regard for |  |
| issues and papers submitted to the Board | stakeholder interests through its |  |
| detail the impact of proposals on key | discussions and decision‑making during |  |
| stakeholder groups. At least once a year, | the year. |  |

### Viewers and Subscribers
Description Link to strategic priorities
Through regular engagement, the Board recognises the evolution of ITV’s relationship with viewers,
Optimise Broadcast; Supercharge
whichhas been pivotal in shaping the Company’s strategy.
Streaming: seeOurStrategy
(from page20 to 21)
Forms of engagement Outcomes and impact on principal decisions
Meetings and presentations • Growing, enhancing and integrating our ad‑funded (ITVX)
• AGM live stream with questions and subscription streaming (ITVX, ITV Hub+, BritBox UK,
BritBox International) propositions, through investment
Board and Committee reviews and assessments
in product, content, distribution, data, tech and analytics
• Analysis of target audiences and viewing habits, as part of Board strategy sessions,
• Decision to define one content budget for the M&E
particularly with the focus of increasing reach for our ITVX product
Division as a whole to enable the business to optimise its
• Regular Chief Executive reports to the Board on viewing and subscription figures
content (including its windowing) strategy and enhance
• Review of the impact of ITV’s data strategy on viewers and subscribers
its experience for viewers
• Board session on viewer performance, including subscriber trends as well as marketing
• Decision to make changes to schedules to enhance
updates regarding new viewers and subscribers experiences on the ITVX platform
viewing performance
• Comprehensive proposition testing with viewers
• Endorsement of a new data strategy. Board discussions
• Reviews by Management and Divisional Boards, on which Executive Directors sit, of
on this topic benefited from Graham Cooke and Duncan
viewer sentiment, concerns and/or data through internal research studies; monitoring
Painter’s technical, digital and commercial expertise
of linear viewing figures; compliance reports and Ofcom reports
• Endorsement of a new digital strategy. The Board also
• Reviews by members of the Management Board and senior ITV employees of feedback
benefited from Gidon Katz’s knowledge regarding ITV’s
from viewer services (which serves as a conduit for viewers to channel their comments
strategy to become a leading streaming service with ITVX
and/or concerns)
Key issues or priorities identified Read more
• Changing viewer habits (a principal risk – see page75)
Our Business Model (from page22)
• Ongoing need to respond on a timely basis to viewer/subscriber complaints and issues
• Driving awareness, through programming and campaigns, of key social, environmental Key Performance Indicators (from page24)
and topical issues with ITV playing an important role as a trustworthy and accurate
Social Purpose strategy (from page44)
source of information
• Authentic representation of the diversity of modern Britain on‑screen Risks and Uncertainties (from page71)
ITV plc Annual Report and Accounts 2022 105
GOVERNANCE STAKEHOLDER ENGAGEMENT CONTINUED
### Customers (including advertisers)
Description Link to strategic priorities
Customers (including sponsorship and advertiser relationships) are integral to monetising our content and
Expand Studios Globally;
delivering on our strategy.
Supercharge Streaming:
seeOurStrategy (from page 20)
Forms of engagement Outcomes and impact on principal decisions
Meetings and presentations • Strengthened customer proposition and priorities
• Attendance by Board members at the ITV 2022 Palooza event on 15 November, giving forthesupercharged streaming strategy. Board
advertisers and agencies the opportunity to see the plans for ITVX discussionsbenefited from Gidon Katz’ streaming
• Meetings between the Executive Directors and their industry counterparts (many of knowledge and expertise
whom are also buyers of ITV Studios content) • Board support for the progression of, and investment in,
• The M&E Division held a content Showcase for around 60 journalists for upcoming innovative, addressable advertising initiatives. Board
dramas on ITVX discussions on this topic benefited from Graham Cooke
• Regular engagement by the Chief Executive and various members of the Management and Duncan Painter’s digital and commercial expertise
Board with advertisers and agencies through key ITV and industry events • Endorsement of: innovative initiatives in response to
• Meetings between members of the Management Board and senior ITV employees with advertisers’ and agencies’ desired outcomes,
potential buyers of Studios content assessments and recommendations to deliver growth in
• LEK/Frontier Economics provided an update on our commercial trading model Studios; and recommendations to manage risk and
• Chief Executive attended the Speakers House Event – to celebrate Emmerdale’s 59th opportunities associated with the growing subscription
and Coronation Street’s 60th anniversaries streaming market
Board and Committee reviews and assessments • Support for data initiatives to develop internal
• Review of the impact of Phase Two of the strategy on the advertising market and capabilities to deliver commercial and data ambitions
content spend over the next five years
• Board strategy sessions on: the evolving commercial strategy to address TV advertising • Investment in ITV AdVentures Media for Equity initiative,
clients’ needs; video on demand and linear addressable advertising to support ITV’s offering TV advertising to potential leading, high‑growth,
streaming ambitions, including feedback from clients, subscription streaming market digital‑first companies in the UK in return for equity
growth and impact on Studios, including analysis of major subscription streaming • Investment in, and creation of, new Studios labels to cater
buyers across territories as well as an in‑depth briefing by LEK and Frontier Economics, to growing markets and customer base
regular ITVX’s launch updates • Global Producers Retreat in May 2022 to allow feedback
• Regular Board updates on key relationships and developments in the advertising about learning, collaboration and sharing of creative ideas
market, including ITV’s engagement and relationship initiatives with its advertisers and
agencies, and potential growth opportunities for the Studios business
• Regular reports on Commercial and Studios performance by the Chief Executive to the
rest of the Board
Key issues or priorities identified Read more
• Promoting the ITVX (subscription funded) platform for the content investments made
Our Business Model (from page22)
during the year
• The risk of detrimental advertising market changes (a principal risk – see page76) Key Performance Indicators (from page24)
• Maintaining commercial broadcaster relationships and further developing scripted
Risks and Uncertainties (from page71)
talent (a priority for streamers in some markets)
• The need to continue to educate our customers on the effectiveness of TV advertising
(including impact of TV advertising versus online advertising)
• Delivering audience profile and size to enable advertising sales
• Further creation and exploitation of IP to drive viewing and enhance IP monetisation
opportunities
### Partners (including Suppliers, other Broadcasters and Platform Owners)
Description Link to strategic priorities
Strong relationships with our partners are fundamental to our business and operating model, and to ensure
Optimise Broadcast: see Our
we meet the high standards of conduct that we set ourselves.
Strategy (from page20)
Forms of engagement Outcomes and impact on principal decisions
Meetings and presentations • Updates to all long‑term commercial partnerships to
• Executive Directors’ engagements (meetings, conferences) with key suppliers and cover ITVX
partners (including distribution partners) • Development of ITV’s Partnership strategy to deliver
• Executive Directors sit on the BritBox Partnership Board with their BBC counterparts Phase Two of the strategy
and other senior managers, and regular Chief Executive counterpart meetings take • Consideration of key themes/risks across supplier
place with other key partners stakeholder groups and how they are being addressed by
• Chief Executive presented at the Marketing Society management
• Chief Executive and Executive Directors held a Commercial Clients event at the • Strengthened creative talent through new partnerships
Paloozain November and strong development slates
Board and Committee reviews and assessments • Further collaboration with streaming platforms to drive
• Strategy sessions on the impact of the supercharged streaming strategy on third reach and consumption
parties (including PSBs, suppliers and platform owners) • Board support for targeted engagement with distribution
• Board approval of significant contracts with suppliers or partners partners to define approach to the supercharged
• Board update on engagement with third‑party suppliers, including supplier streaming strategy
management policies, processes and controls • Endorsement of partnership initiatives to develop
• Chief Executive reports on key/strategic partner relationships and Group CFO & COO commercial addressable propositions and support ITV’s
reports on important negotiations with key partnerships, at every Board meeting data strategy
• Board review of ITV’s Modern Slavery Statement in February, including report on steps
taken to identify, address and prevent modern slavery in our operations and supply chains
• Audit and Risk Committee review of the Group’s supplier payment practices and the
procedures in place to safeguard both ITV and suppliers from fraud (see page128)
106 ITV plc Annual Report and Accounts 2022
GOVERNANCE STAKEHOLDER ENGAGEMENT CONTINUED
### Citizens
Description Link to strategic priorities
As a public service broadcaster, we strive to reflect, remain in touch with, and shape public sentiment and
national conversations. Our engagement in this stakeholder category is an integral part of our Social Social Purpose: see our Social
Purpose strategy. Purpose strategy (from page44)
Forms of engagement Outcomes and impact on principal decisions
Meetings and presentations • ESG scorecard for Executive Directors and Management
• Chief Executive met with other broadcaster CEOs to agree further collaboration on our Board in 2022 annual bonus targets – aligned to the
shared Climate Content Pledge, announced at COP26 achievement of ITV’s longer‑term Social Purpose goals
• Chief Executive attended an evening with Princes Trust Event • Board discussion and support for environmental initiatives
• Chief Executive was interviewed by the Times on ITV’s approach to mental health initiatives to use ITV’s brand to educate and inform audiences on
• Chief Executive participated in a Women Supporting Women event for the Prince’s actions they can take to transition to a Net Zero world
Trust, ahead of ITV’s broadcast of the prince’s trust awards this year • Deepened understanding and awareness of ESG and
• Chief Executive and Chairman’s participation in interviews to help shape Financial factors influencing ITV’s corporate purpose, to inform
Reporting Council’s review of Corporate Culture Board decisions
• Chief Executive’s participation/engagement at the Royal Television Society Cambridge • The Climate Action Delivery Group meets quarterly,
convention, with the theme of reshaping Britishness on the global stage chaired by the Group CFO/COO to review ITV’s quarterly
carbon emissions data across scopes 1,2 and 3 (business
Board and Committee reviews and assessments
travel) and to bring a leadership team together to update
• Group CFO & COO’s overall responsibility for ITV’s climate action agenda and leadership
on their divisional goals and progress. This year all critical
of ITV’s Climate Action Delivery Group
areas of ITV have developed their own climate Action plan
• Board receipt of annual updates on Social Purpose, the Group’s climate‑related agenda,
that they are reporting against, working with Green teams
including risk, opportunities and targets, and Diversity and Inclusion (includingprogress
to deliver their plans
against ITV’s Diversity Acceleration Plan)
• Investment in management training on diversity and
• Training undertaken by Board and Management Board members on ESG and
inclusion, including the roll‑out of race fluency and
corporatepurpose
disability inclusion training to the whole business
• Board session on environmental risk, including analysis of key risks for ITV, their potential
• Establishment of ITV’s Cultural Advisory Council,
impact, ITV’s resilience and opportunities for improvement
whichChief Executive and Management Board
• Audit and Risk Committee monitoring of compliance with and integrity of, and progress
membersattend, comprising a group of independent
on climate change reporting targets and reported metrics, particularly with regards to
external advisers from a range of different industries
TCFD; reports to the Board on its outcome (see from page85)
andspecialisms who advise, challenge and counsel ITV
• The Management Board receives a monthly update on ESG (as part of standard Board
on its diversity and inclusion activities
reports) and a quarterly review of climate action data and progress. M&E and Studios
• Commitment to The Climate Content Pledge (with other
Boards will now be discussing Climate Action Plans twice each year. In 2023 we are
major broadcasters) to promote climate story‑telling
working on a Climate Transition Plan, to be published in 2024
on‑screen
• Delivery of outcomes is supported by Board members’
active consumption of our national and regional news
services, with follow‑up discussions and liaisons on
future plans with Management Board members and
senior leaders
Key issues or priorities identified Read more
• Harnessing our unique mass‑reach platform and the power of our programmes to raise
Task Force on Climate‑related Financial Disclosures
awareness and action on issues that are important and help shape culture for good,
(from page85)
with particular emphasis on mental and physical health
• Our sustainability and commitment to climate action targets and initiatives Our Climate Action targets (pages47)
• Our contribution to wider society in other ways, including charitable giving through
Social Purpose strategy (from page44)
Soccer Aid for UNICEF and volunteering
• Our focus and commitment to increasing on and off‑screen diversity through our
Diversity Acceleration Plan (see from page51)
ITV plc Annual Report and Accounts 2022 107
GOVERNANCE STAKEHOLDER ENGAGEMENT CONTINUED
### Legislators and Regulators
Description Link to strategic priorities
The Board is committed to its responsibility as a public service broadcaster (PSB) and conducting business
Availability of viewer content:
in line with the appropriate laws and regulation, to ensure we operate in an ethical and responsible way.
see Our Strategy (from page20)
Forms of engagement Outcomes and impact on principal decisions
Meetings and presentations • Collaboration and focus on important societal issues
• Meetings with government ministers and officials on key issues of concern, initiatives such as social mobility and diversity
or consultation. This includes meetings between the Chief Executive and the Secretary • Securing the long‑term renewal of TV Multiplex licences
of State for Department for Digital, Culture, Media and Sports (DCMS), and regular • Delay to the implementation of the pre‑9 p.m. ban on
meetings between the Chief Executive and the Minister of State for Media and Data HFSS food and drink advertising
• Counterpart meetings with Ofcom on a wide range of policy and regulatory issues • Extensive interaction with government, Ofcom and
(which included Chairs’ and regular Chief Executives’ meetings) Parliament in relation to ITV’s PSB licences and the
• Regular engagement with the Audit and Risk Committee Chair in relevant stakeholder renewal process, securing endorsement of need for
forums (including with leaders from BEIS, FRC, Audit Committee Chairs Independent Media Bill in government White Paper on broadcasting
Forum, 100 Group and Big 4 audit firms) regarding the Business, Energy & Industrial
(BEIS) response to the consultation White Paper on corporate governance and audit
reform, published in May 2022
• Participation by the Chief Executive as a member of the Prime Ministers Build Back
Better Business Council
• Periodic engagement by senior ITV employees with other regulators including the CMA,
ICO and the European Commission
• Chief Executive participation at the ITV All Party Parliamentary Group
• Received an update from Goldman Sachs on the UK economy
Board and Committee reviews and assessments
• Updates from the Chief Executive on policy and regulation at every Board meeting
• Regular reports to the Board and Audit and Risk Committee on compliance and
significant litigation matters
• Board briefings on ITV’s PSB strategy, Cabinet reshuffle and ministerial meetings
• Updates to the Audit and Risk Committee from the Committee Chair and external
auditor regarding FRC developments and proposed regulatory changes
• Audit and Risk Committee session on the BEIS consultation on audit and corporate
governance reform, and circulation of related materials to the Board
Key issues or priorities identified Read more
• HFSS advertising ban and other possible advertising restrictions
Our Business Model (from page22)
• Media Bill
• PSB regulation and the PSB Licence renewal process Social Purpose strategy (from page44)
• Legal and regulatory compliance (including tax) – (non‑compliance is a principal risk
Risks and Uncertainties (from page71)
– see page83)
• Regulatory policy changes (a principal risk – see page79)
108 ITV plc Annual Report and Accounts 2022
GOVERNANCE STAKEHOLDER ENGAGEMENT CONTINUED
### Programme participants
Description Link to strategic priorities
The safety of participants is of paramount importance to the Board. The Board takes its duty of care to
them very seriously, and obtains regular assurance over the support and processes in place to safeguard Expand Studios globally: see Our
their physical and mental health and wellbeing. Strategy (from page20)
Forms of engagement Outcomes and impact on principal decisions
Meetings and presentations • The Participant Aftercare Program (PAP) service was
• Chief Executive attendance at two Mental Health Advisory Group (MHAG) meetings, introduced in December 2021 to non‑scripted
which three other Management Board members regularly attend (two of whom are productions. It has since been extended to offer support
members of the Advisory Group) (see page56 for more detail on the MHAG) to people under 18, and News, Daytime, Scripted, and
throughoutthe year. Conducted an international review of duty of care findings and Continuing Drama productions
recommendations across our ITVS international labels producing non‑scripted • Industry Media Psychologist Development Programme
programmes to help protect programme participants • ITV signed a memorandum of understanding with the BBC
• Conducted a review of UK non‑scripted labels to develop a Professional Development Programme for
• Develop a clear ITV Duty of Care Guidelines to help International labels to handle Media Practitioner Psychologists. An industry first, this
issues within legal and privacy regulation boundaries in their country course has been approved by the British Psychological
Society (BPS) for the purposes of Continuing Professional
Board and Committee reviews and assessments
Development (CPD). The course will serve to increase the
• Regular Board updates on duty of care processes and issues, and on the Duty of Care
pool of psychologists available to support productions
Operating Board’s discussions and activities (including feedback from ITV’s Mental
• Participant Crisis Care Stabilisation Pathway
Health Advisory Group and updates on the ITV2/CALM partnership), through updates
• Past incidents of risk involving programme participants
from the Audit and Risk Committee Chair, who is a standing attendee of the Duty of
suggested ITV might require rapid access to specialist
Care Operating Board
psychiatric advice and inpatient hospital care for
• Appointment of an Independent Chief Medical Adviser to ITV
stabilisation and risk management
• Board review of progress against ITV’s Diversity Acceleration Plan to accelerate change
• In September 2022 Consultant Clinical Psychologist
in diversity and inclusion on‑screen
advised the ITV Duty of Care Operating Board that ITV
• Board updates on any challenges relating to, or publicity surrounding, duty of care
would benefit from establishing a ‘call off’ contract with
processes relating to any programmes produced or broadcast by ITV
the Nightingale Hospital (a leading private psychiatric
• Annual Audit and Risk Committee reviews of duty of care and health and safety
hospital in London) to address this gap in care provision
processes, including duty of care risks and mitigations
for participants. Proposal was actioned and a
• Board review of minutes from the Duty of Care Operating Board meetings, as well as
Memorandum of Understanding has been drafted to set
updates to the operating model, cadence of meetings and Duty of Care Charter
out the principal terms and conditions for referrals from
ITV to Nightingale Hospital for individuals requiring
inpatient admission
• Out of Hours Welfare Helpline
• A gap in out of hours service was identified in the current
PAP service (Mon‑Fri 8 a.m. – 7 p.m. and Sat 9 a.m. – 1p.m.).
ITV insurance broker, sourced a 24/7 service from Health
Assured, and will be trialed from January2023
• Following the international review a Monthly Duty of
Care/Welfare Team Network was established in Q4 2022
for UK and International ITV Studios Labels. ITV Studios
Labels recognise the benefits of being part of a global ITV
production community for sharing best practice and
mental welfare incidents
• The Duty of Care team continues to extend our global
vetted list for mental health advisers. Our Clinical
Consultant is due to co‑chair an ITV committee for a Duty
of Care symposium for mental health professionals in Q1
2023. Mental health adviser forums continue to be
chaired quarterly for clinicians working on high risk
productions
• In September 2022 The Duty of Care Operating Board
approved the development of an Online Training Module
to raise awareness of the importance of Duty of Care and
its priority to ITV, and to assist and empower Production
teams in identifying the key mental health risk factors in
their productions. Roll‑out Q1 2023
Key issues or priorities identified Read more
• Duty of care to participants (a principal risk – see page82)
Our Business Model (from page22)
• Mental health and wellbeing of our participants
• Effective Speaking Up procedures Risks and Uncertainties (from page71 )
• ITV’s commitment to diversity and inclusion (see pages51 to 53)
Social Purpose strategy (from page44)
Our People (from page54)
ITV plc Annual Report and Accounts 2022 109
GOVERNANCE STAKEHOLDER ENGAGEMENT CONTINUED
### Shareholders (Individual and Institutional), Bond Holders and other Providers of Debt and Analysts
Description Link to strategic priorities
Delivering for our investors (equity and debt) and understanding their views and interests ensures the
Deliver value for shareholders:
business continues to be successful in the long term and therefore can deliver for all our stakeholders.
see Our Strategy (from page20)
Forms of engagement Outcomes and impact on principal decisions
Meetings and presentations • Announcement of the Board’s intention to reinstate the
• Executive Directors, the Chairman and the Remuneration Committee Chair held ordinary dividend and propose a final dividend of 5.0p for
meetings with institutional investors the full year 2022
• The Senior Independent Director met with Threadneedle, UBS and Redwheel investors • Consideration of feedback to inform, amongst other
• The Executive Directors held meetings with investors representing around half of the things, ITV’s long‑term strategy, five year plan, dividend
Company’s share capital, as well as potential investors across the UK, US and parts of policy, capital structure and approach to ESG and other
Europe governance issues
• With the help of brokers held non‑holder roadshows, meetings and investor dinners for • Board discussion on investor sentiment and action for
new long‑term shareholders management to conduct further analysis of ITV’s existing
• M&E Investor Seminar held in March to present our new streaming proposition and prospective investor base with the evolution of the
• External Shareholder roadshow and an internal roadshow in the UK, the Netherlands equity story
and US • Assurance over ITV’s ESG ratings (including indices and
• Chief Executive, Group CFO & COO, and members of senior leadership teams attended reporting framework). For 2022 assurance of our Climate
a number of key investor conferences (such as the Morgan Stanley TMT conference) Action data has been increased and will mean our 2022
• Attendance by senior management at Citi, UBS, JP Morgan, Barclays and Morgan emissions data as published in 2023 will have been
Stanley conferences assured by an independent party
• Chief Executive attended the JP Morgan Best of British Conference and held a fireside • Inclusion of Social Purpose update in quarterly reporting
chat with investors/analysts to the market
• Chief Executive spoke at Citi’s TMT Conference 2022 for investors and shareholders in • Linking ESG with finance and remuneration, including
March 2022 Remuneration Committee decision to include ESG in
• Chief Executive, Chairman and CFO held a fund managers’ dinner in November performance targets and annual bonus metrics and
• Chief Executive and Group CFO & COO held meetings with equity sales teams and commitment of ESG KPIs in relation to debt financing
analysts
• AGM live stream with opportunity for shareholders to ask questions in real time
• Regular dialogue throughout 2022 between the Group CFO & COO and Director of
Tax&Treasury and the Rating Agencies and the Core Banking Group
Board and Committee reviews and assessments
• Market considerations of ITV’s streaming ambitions, as part of Board strategy sessions
• Board review and discussion of Environmental, Social and Governance (ESG) indices,
reporting, and feedback from analysts, brokers and shareholders on ITV’s ESG approach
• Group CFO & COO reports on the outcome of the broker review and on key shareholder
engagement activities undertaken by the Executive Directors and Investor Relations
team
• Board updates from the Company’s brokers and advisers on market performance, bid
defence and capital structure, and on shareholder sentiment regarding ITV’s
performance, strategy and dividend policy including an in‑depth briefing on the UK
economy from Goldman Sachs
• Board members’ careful scrutiny of analyst reports throughout the year
• Audit and Risk Committee review and discussion of a report from the Director of
Investor Relations on investors’ and analysts’ views in relation to ITV’s accounting
policies, risks and disclosures
Key issues or priorities identified Read more
• Strategy, investment priorities and delivery against strategic and financial targets
Our Business Model (from page22)
andKPIs
• Ongoing impact of COVID‑19 pandemic on financial and operating performance Investor Proposition (page14)
• Share price performance
Social Purpose strategy (from page44)
• Dividend policy and leverage
• ESG data and performance Task Force on Climate‑related Financial Disclosures
• Strategic delivery (a principal risk – see page82) (from page85)
• Potential reaction of investors and wider market to ITV’s streaming strategy
110 ITV plc Annual Report and Accounts 2022
GOVERNANCE STAKEHOLDER ENGAGEMENT CONTINUED
### Colleagues
Description Link to strategic priorities
The workforce is integral to the day‑to‑day operations and the practical execution of strategy. Effective
engagement mechanisms provide the Board with important insights and priorities, as well as ensuring the Delivery of strategy: see Our
workforce voice is considered in the Board’s decision‑making. Strategy (from page20)
Forms of engagement Outcomes and impact on principal decisions
Meetings and presentations • Board discussions benefited from Edward Bonham
• Workforce Engagement Director’s meetings and activities with colleagues (see Carter’s direct insight into workforce sentiment and
pages112 and 113 for further details) topics that matter most to colleagues
• Formal workforce advisory panel (our Ambassador network) activities with colleagues, • Consideration of feedback to inform, amongst other
the Workforce Engagement Director and regular participation by Management Board things, communication with colleagues, development
members at Ambassador meetings opportunities and action planning by the Management
• Chairman participation on the Chief Executive’s vodcast to discuss regulatory Board and Senior Leadership Team, and localised
challenges for ITV planning by line managers across the business
• Held an internal ‘M&E Upload’ to communicate our strategy to the wider company, to • Ongoing engagement, feedback and discussion with
allow colleagues to ask questions and improve engagement colleagues regarding their views on the successful
• Board members engaged directly with senior management and colleagues from across delivery of the Diversity Acceleration Plan
the business • Opportunity for Board members to talk to employees
• Career and development pulse survey openly and transparently about the Remuneration
Board and Committee reviews and assessments Committee’s approach to reward at ITV and gain insight
• Regular Workforce Engagement Director updates to the Board into priorities for colleagues through the Ambassador
• Employee engagement included as part of Chief Executive report at every Board meeting Q&A and discussion session on remuneration
• Board receipt of vodcasts from the Chief Executive to colleagues • Celebrated our diverse and inclusive workforce with our
• Board and Management Board receipt of feedback from ITV’s staff networks, through ITV Pride Day in June
regular updates on Social Purpose and Diversity and Inclusion • ITV Fast Forward events with insightful topics and speakers
• Board update on the London property, including the impact on ways of working and • Staff Roadshows were held with colleagues in
communications to colleagues Manchester, Leeds and Gateshead. The following
• Board attendance at Nominations Committee session on talent and succession planning departments; News, Marketing and Streaming, Interactive
and Data received a showcase on ITV strategy
• Board review of feedback and results from the 2022
career and development pulse survey
• Investment in people initiatives, including diversity and
inclusion training, and ways of working
• Investment in mental health and wellbeing support for
colleagues
• Assurance over ITV’s bench strength and succession
pipeline and continued progress to broaden diversity across
the business and endorsement of our 2023 people priorities
• Assessment of bench strength, capabilities and skills
within the Technology team led to the Board’s
endorsement of investment in additional resource to
ensure the business had the required skills to deliver the
supercharged streaming strategy
Key issues or priorities identified Read more
• Transparent and honest culture and ethos
Risks and Uncertainties (from page71)
• Flexible and digital ways of working
• Mental health and wellbeing support Our Climate Action targets (from page47)
• Progress on our Diversity Acceleration Plan commitments (from page51)
Social Purpose strategy (from page44)
• Retention and recruitment of talent (a principal risk – see page84)
• Internal cultural change (a principal risk – see page80) Engaging with our Workforce (from page112)
ITV plc Annual Report and Accounts 2022 111
GOVERNANCE STAKEHOLDER ENGAGEMENT CONTINUED

| Engaging with our workforce | Our Ambassador network |  |
| --- | --- | --- |
| The Board ensures effective engagement | Our Ambassador network represents all |  |
| with the workforce using two of the methods | parts of the business and was established | Q&A |
| stipulated under the Code: a designated | in 2015 to represent employee interests, |  |
| Workforce Engagement Director (Edward | share information and help inform our |  |

### with our designated Workforce
Bonham Carter, our Senior Independent culture by giving our employees a voice.
### Engagement Director,
Director) and a formal workforce advisory
### Edward Bonham Carter
panel (our Ambassador network). • Each Ambassador usually represents
approximately 50 colleagues from their

| The Board recognises the benefits | business area, called their constituency |
| --- | --- |
| ofpersonal interaction and informal | • There are approximately 100 |
| discussion to both learn more about | Ambassador constituencies which |
| day‑to‑day operations and the practical | areorganised into five UK regional |
| execution of strategy, as well as gather | groupsand c.20 of these Ambassadors |
| direct insights into workforce sentiment. | represent our international groups |
| Colleagues have direct contact with the | • The Ambassadors meet in their |
| Chief Executive through her Ask Carolyn | groupsfour times a year and in 2022 |
| email address and the Chairman has | theAmbassadors have been engaged |
| regular meetings with Management Board | inarange of programmes and topics |
| members and Divisional heads, who feed | including: |
| back to him on workforce issues. The | – More Than TV strategy and ITVX |
| Committee Chairs also have individual | – ITV Together (our new Finance and |
| meetings with employees in relation to | HRsystem) |
| thebusiness of their Committee meetings. | – Events for colleagues that would |

attract them back to the office

| For other key instances of the direct and |  | (targeting those who were working |  |
| --- | --- | --- | --- |
| indirect engagement the Board members |  | from home throughout the pandemic) |  |
| have had with our colleagues, refer to |  | – Career and Development pulse survey | What were your activities |
| page111, and for the cultural insights |  | – 2023 Annual Pay Review | during2022? |
| gained through engagement (including |  |  | In total there have been 22 Ambassador |
| other ways in which the Board has | This year has seen high levels of |  | meetings (16 UK Ambassador meetings |
| monitored and assessed culture), refer to | engagement from our Ambassadors with |  | covering London West, London Central, |
| pages114 to 117. For a definition of our | meetings starting online and moving to |  | Leeds and Manchester) and eight |
| workforce see page54. | being primarily in person by Q4 2022. |  | international Ambassador meetings |
|  | Refer to designated NED in table below and |  | (representing all ITV territories), of which |
|  | references to NED throughout this section. |  | Iattended 19. Attending these meetings |

allows me to be a key observer, participant
and conduit to bring the Plc Board
perspective and ensure a clear flow from
## Ambassador feedback loop the workforce to the Boardroom.
### How often do you report to the
### Board on engagement activities?
NED collects During 2022, I gave five verbal updates to
NED attends
NED provides feedback/ the Board on activities and presented one
Ambassador NED shares
feedback from insights from formal paper on the insights gained from
Meetings and feedback/insights
Ambassadors at Board Meeting to engagements and on outcomes and
collects feedback/ from Board
Board Meeting share with
insights proposed recommendations that have
Ambassadors
arisen. This ensures that Ambassadors
have a voice at the Board. These regular
updates help to raise the profile of the
ITVAmbassador network. I also use my
insight to ensure the employee voice is
considered during Board and committee
decision‑making and discussions, and to
raise the profile of the issues raised to me
by colleagues.
### What are the benefits of having
### this designated role on the Board?
Through active two‑way dialogue,
attendance at Ambassador meetings has
given me the opportunity to share insights
into external factors affecting ITV which
the Ambassadors then share with their
constituents. I’m also able to feed back to
the Board on employee topics and issues of
interest and/or concern.
Attending both UK and International
Ambassador meetings gives me a broader
perspective of company culture and
priorities for colleagues, including the
impact of operational changes, and I am
able to give feedback to the Board on
cultural alignment across offices and
112 ITV plc Annual Report and Accounts 2022
GOVERNANCE STAKEHOLDER ENGAGEMENT CONTINUED
internationally. Also, in hearing feedback inform some of the activities that are I have also been able to develop better
## Q&A first hand regarding management’s proposed for making the office engaging awareness and understanding of colleague
approach to, and understanding of, and where people feel connected to each initiatives and policies, for example on
employee issues, I can provide the Board other and the ITV brand. Ambassadors Climate Action targets, Speaking Up policy
### with our designated Workforce
with assurance that management are were asked to support local social activities and ITV Fast Forward through receiving
### Engagement Director,
clearly attuned to company morale and through joining a social committee and presentations from employees.
### Edward Bonham Carter

| workforce issues and that colleagues | offer up ideas for getting people together. |  |
| --- | --- | --- |
| haveeffective wellbeing and mental |  | I also enjoyed sharing the Board’s views |
| healthsupport. | Throughout the year, the Ambassadors | onkey 2022 topics with colleagues and |
|  | have been updated on the ITV Together | discussing important issues. In 2022, this |
| What were your takeaways | programme (our new Finance and HR | included sharing the Board’s views on the |
|  | system) and given an early view of the | launch of ITVX, the cost of living crisis, |

### fromAmbassador meetings
engagement plan. They were also invited changing media and regulatory landscape
### during 2022?
tovolunteer to be ITV Together Reps. (subscription streaming market growth,
This year, attending the Ambassador
Theywere shown the ‘myITV’ page which HFSS advertising ban, PSB regulation,
meetings has been invaluable to my
provided a clear and detailed outline of the changes in viewer habits and the advertising
understanding of colleague sentiment.
ITV Together programme and its proposed market) and how this has affected ITV.
2022 has again been a year of change for
roll‑out, and were asked to encourage their
colleagues, with an ongoing focus on
constituents to visit Attendance at the meetings also highlighted
digital, organisational
the update videos. to me the extent and effectiveness of
and strategic
management’s communication and
transformation. The
Furthermore, the engagement with colleagues. Direct
Ambassadors heard
## I have had feedback ever‑changing engagement has harnessed culture
about the data
macro‑environment whereby colleagues can be their authentic
strategy with a focus
## from individual and the impact of the self at work, feel supported by their
on building data
cost of living crisis has managers and are proud to work for ITV.
confidence at ITV.
## Ambassadors that been a key focus of my
They were introduced
### discussions with Have you faced any
to a new training
## they have found my colleagues to date,
### opportunity which challengesduring the year?
ensuring that support
helps colleagues With the worst of the COVID‑19 pandemic
## participation to be
both financially and
across the business behind us, I’ve been able to return‑to‑face
emotionally is
access and to face meetings with my colleagues both
## valuable, particularly
available to those who
understand data by formally and informally which again has
need it. The UK
## building confidence in relation to having facilitated open discussions and eased the
Ambassadors were
and unlocking the challenges that we faced last year.
invited to a one‑off
## opportunities which Board representation
virtual meeting where
### understanding data What are your key areas of
the pay offer was

| can bring. The training | at meetings and |  |  |
| --- | --- | --- | --- |
|  |  | shared with them and | focusfor engagement in 2023? |
| covered opportunities |  |  | I am looking forward to continuing to meet |

they were asked to give
## receiving business as
and blockers to with colleagues in person more regularly.
their reactions to it
harnessing data across Following changes to the Company’s
together with any
## well as strategic
the business/activities business structure and operating model
questions they had.
to work with, question over the past two years it is as important as
## updates. I enjoy Their engagement and
and clarify data. The ever to gather direct colleague sentiment
feedback was greatly
idea is that ultimately and build relationships with the workforce.
## giving updates on the appreciated. Once the
everyone will feel Iwill also continue to engage with
pay offer was shared
confident to join in Ambassadors on important topics, such as
## Board’s perspective with colleagues, they
discussions around diversity and inclusion, ESG, and wellbeing
were asked to gather

| data and unlocking the |  |  | and mental health support, which continue |
| --- | --- | --- | --- |
|  | on issues and | and share any |  |
| value of data in their |  |  | to be a focus in 2023. |

feedback, both good
role/business area.
## opportunities and bad. The
They were invited to
### Ambassadors were Have Ambassadors found
## participate in the facingITV.
### given an insight into engagement to be effective?
course so they could
ITV’s approach to the I have had feedback from individual
provide feedback
pay review process and the different Ambassadors that they have found my
before it was rolled out across marketing.
factors that are considered. participation to be valuable, particularly
inrelation to having Board representation
With regards to the ‘More Than TV strategy’
The Ambassadors were given an overview at meetings and receiving business as well
and launch of ITVX, the Ambassadors were
of the Career and Development pulse as strategic updates. I enjoy giving updates
asked to share feedback from their
survey and mandatory training and were on the Board’s perspective on issues and
constituents on how the strategy and ITVX
asked to encourage their constituents to opportunities facing ITV. Part of my role
was being perceived in their constituencies.
complete both the survey and the isto listen to any and all feedback that
Throughout the year the Ambassadors have
mandatory training. The Ambassadors were Ambassadors or their constituents want
been updated on the More Than TV
updated on the timelines and importance toshare with me, even if the issues are at
strategy and design and proposed roll‑out
of mandatory training and were asked to alocal level.
of ITVX, as this was a key strategic focus for
work with local managers to ensure full
the M&E business.
completion in their areas. The results from
the pulse survey were shared with the
Working environments have also changed
Ambassadors and they gave their initial
with return to office working, yet part‑time
reactions. HR would like to work with the
remote working is now here to stay. The
Ambassadors to collate their ideas and
feedback received from the Ambassadors
help roll them out to the business.
about the return to the office has helped
ITV plc Annual Report and Accounts 2022 113
GOVERNANCE VALUES IN ACTION – UNDERSTANDING AND MONITORING OUR CULTURE
## Values in Action – Understanding and
### Our ITV values
## Monitoring our Culture
Our ITV values underpin the culture at
ITV and these are embedded through
### Continuing to build and promote a culture of
our Code of Conduct:
### openness and integrity, with inclusion and diversity at
### Creativity
### the heart are critical to our success as well as
From everyone, for everyone,
### supporting long‑term value for our stakeholders.
every day
### Collaboration
Working together at pace
### Inclusion
Respecting and embracing differences
### Integrity & judgement
If something doesn’t feel right,
speakup

| The Board recognises that ITV’s culture is a | We continually look for opportunities to |  |
| --- | --- | --- |
| key enabler of ITV’s digital transformation, | enhance ITV’s approach to monitoring |  |
| and therefore understands the importance | culture and as a result of the | The ITV Way |
| of monitoring and fostering it. Aligning our | recommendations from the Internal Audit |  |
| values and purpose with our strategy is | review in 2021, we have focused on | The ITV Way encapsulates the values |
| critical to our success. Our business model | specificareas; | that underpin the culture at ITV: |
| is regularly reviewed by the Board to ensure | • Formal feedback on new cultural |  |
| it continues to deliver our strategy and is | initiatives is being developed | Make it Brilliant |
| aligned with our purpose. | • The plc Board has been provided with | Creativity for everyone |

frequent reports on identified cultural
To allow ITV to deliver initiatives and
### Make it New
on our strategic updates in the
Openness to change, with no barriers
priorities and become Engagement Survey
a truly digitally‑led Benchmarks as well
## We entertain and
### Make it Together
business, our culture as an update on the
Collaborating and embracing
## needs to continue connect with actions in July and
differences

| evolving, aligning at all |  | September2022. |  |  |
| --- | --- | --- | --- | --- |
| stages in our | millions of people | Additionally, we |  |  |
| development with our |  | provided an update |  |  |
| purpose and values. | globally, reflecting | on our Smart Working | Key highlights |  |
| We hold regular leader |  | approach in |  |  |
| and manager briefings | and shaping culture | September2022 |  |  |
| to provide updates on |  | • Ongoing engagement | 89% | 9.26% |
| our strategic priorities | with brilliant content | with the international | Completion rate of | Resignation Index |
| and build |  | offices demonstrates | Code of Ethics and |  |
| understanding of our | and creativity. | the alignment with | Conduct annual |  |
| vision and purpose. |  | the overall ITV | training |  |

culture and values (Engagement Survey,

| The Board considers culture formally on an | Mandatory training, International |  |  |
| --- | --- | --- | --- |
| annual basis through ongoing work during | Ambassadors and Inclusionactivity) | 57% | 22 |
| the year and is able to satisfy itself that the | • All freelancers complete our mandatory | of employees | Ambassador |
| policies, practices and behaviours within | training module on our code of ethics and | through the ITV | meetings during |
| the Group are aligned with ITV’s purposes | conduct, giving them an understanding | Rise programme | 2022 |
| (including its Social Purpose), vision, values | of the expectations of ITV colleagues as | have stayed on at |  |
| and strategy. Through the Board’s | they relate to our ITV values and culture | ITV and had a job |  |
| discussion of relevant topics, as well as the | • Introduction of the anti‑bullying, | title change |  |
| Chief Executive’s focus on people and | harassment and discrimination app | (promotion) |  |
| culture in her Board reports, and the | called ‘Call It!’ across our productions, |  |  |
| methods listed in the table below, culture is | enabling both freelancers and ITV |  |  |
| considered, whether implicitly or explicitly, | employees to report incidents of bullying, |  |  |
|  |  | 6x | 70% |
| at each Board meeting. | harassment and discrimination quickly |  |  |
|  |  | Speaking Up | think ITV is a great |

and anonymously

| reports reviewed | company for you |
| --- | --- |
| by the Board in | tomake a |
| 2022 | contribution to |

your development
## 17 56%
colleagues joined
from think there are
underrepresented good career
groups through the opportunities at
government ITV
scheme, Kickstart
114 ITV plc Annual Report and Accounts 2022
GOVERNANCE VALUES IN ACTION – UNDERSTANDING AND MONITORING OUR CULTURE
The table below sets out the framework of policies and practices which underpin our culture and explains key ways in which the Board
and/or Committees monitor culture, and how these contributed to delivering insights into ITV’s culture.
### Engagement and feedback channels
How the Board monitors culture Cultural insight gained
Review assessments of the Company’s culture through the 2022 pulse Understanding strengths (see findings above) and opportunities
survey, measurements of organisational culture benchmarked against (seepages114 to 117) in ITV’s culture, and that ITV’s values and stated
peers, and how ITV’s values link to its purpose and behaviour. purpose authentically reflect its culture and behaviours.
Outcome
The Board continue to monitor insights gained from the engagement survey conducted in 2021, through updates from the Chief Executive. Through
assessments and updates, the Board received assurance that ITV’s culture is aligned to its purpose and values, while recognising the cultural evolution
required to deliver strategy as ITV becomes increasingly digital. The Board, through the Audit Committee, gets feedback from external and internal
auditors on culture and alignment to purpose and values across the organisation, as observed whilst undertaking audits and engaging with management.
How the Board monitors culture Cultural insight gained
Interactions with and feedback from Board members through: (i)the A better understanding of day‑to‑day operations, the practical execution
Chief Executive (including access to the regular Chief Executive’s vodcast of strategy and the cultural context in which employees work. Further,
and Q&A and her updates on people priorities and communications at insight into how colleagues have been supported in the return to office
every meeting); and (ii) engaging regularly (directly and indirectly) with working and following operational changes in the M&E Division. The Chief
colleagues through numerous engagement mechanisms (see page112 to Executive’s vodcast Q&A sessions provide the Board with insight about
113 for details regarding the Board’s workforce engagement, including the colleague morale and important topics for colleagues, for example ITV’s
Workforce Engagement Director and Ambassador Network). commitment to diversity and inclusion and hybrid ways of working.
Outcome
Vodcast viewing figures and feedback are shared with the Chief Executive and used to shape vodcasts and ensure content is what colleagues want to hear.
### Policies and Practices
How the Board monitors culture Cultural insight gained
Regular Board updates and relevant Committee updates on a broad A broad understanding of practices and behaviours and how these align with
range of risk and business integrity matters, including fraud, compliance, the purpose, values and strategy of the Group, including an understanding of
bribery, corruption and modern slavery, and standard supplier protocols the Group’s approach to supply chain partners and the culture of risk
and procedures. This is done through review of internal audit reports, ownership in the business.
Speaking Up data, compliance questionnaires, compliance reports, risk
deep dives, incident reports and policies and training.
Outcome
The Board and its Committees provide appropriate scrutiny and challenge of management and receive assurance over ITV’s approaches to managing risk
and business integrity matters.
How the Board monitors culture Cultural insight gained
As part of the Board’s culture assessment, review of ITV’s values as set How the Code of Ethics and Conduct promotes the highest standards of
out in ITV’s Code of Ethics and Conduct. ethical business underpinning ITV’s values and corporate culture.
Outcome
The Board was satisfied that ITV’s Code of Ethics and Conduct embodies ITV’s values and culture and will continue to review this code annually to ensure
it remains aligned to ITV’s purpose (including its Social Purpose), vision, values and strategy and that there is appropriate compliance across the Group.
How the Board monitors culture Cultural insight gained
Completion of mandatory training modules for colleagues by all Board A deeper understanding of how ITV’s values and standards are communicated
members on the Code of Ethics and Conduct, cyber security, data protection and how colleagues are kept safe and secure and act in a compliant way.
and privacy and climate action. Subsequent review of the understanding and
embedding of the Code of Ethics and Conduct and related policies and
standards through this training.
Outcome
All members of the Board will continue to undertake training on an annual basis, to ensure their understanding of how colleagues are kept safe and
secure and act in a compliant way remains current.
ITV plc Annual Report and Accounts 2022 115
GOVERNANCE VALUES IN ACTION – UNDERSTANDING AND MONITORING OUR CULTURE CONTINUED
### Recruitment and Retention
How the Board monitors culture Cultural insight gained
Annual review session by the Nominations Committee of senior As well as a review of succession plans, this session also provided the Board
management talent and succession planning (which all Board members with opportunity to understand how we had delivered the 2022 ITV people
were invited to attend to ask questions) and led by our Chief Executive priorities, with focus on our key people processes as well as how we are
CarolynMcCall. managing the people challenges and risks as we lean into our digital
transformation and phase two of the More Than TV strategy.
Outcome
The session was led by Carolyn McCall, with a robust conversation on senior level succession planning as well as enabling the Nominations Committee
to ask questions and challenge the strength of the succession plans. Additionally the pre‑read set out the delivery and our success in executing in 2022
people plan across our key people processes including; selection and hiring of key talent, performance management, learning & development and
engagement in the paper also outlined any areas of risk as it relates to our people, and how this is being mitigated.
### Safety, Wellbeing and Mental Health
How the Board monitors culture Cultural insight gained
Review by Audit and Risk Committee of risk management processes and Insight into the safety behaviours across all business areas (international
systems in place to drive health and safety behaviours in the areas of and UK), including the culture of ownership of risk.
operational security, business continuity and duty of care. This includes
the systems in place for our stakeholders to identify and raise health and
safety issues, including duty of care and Speaking Up concerns. A
restructuring of the risk function took place in 2022 which was presented
to the Board.
Outcome
Through regular Board updates from the Chief Executive and from the Audit and Risk Committee, the Board will continue to ensure the right processes
and procedures are in place for the safety of our colleagues, suppliers, programme participants and viewers, and that ITV continues to uphold high
standards of duty of care.
How the Board monitors culture Cultural insight gained
Audit and Risk Committee review of ITV’s duty of care processes and How the mental wellbeing processes and support for colleagues and
updates from the Duty of Care Operating Board (also reported to the stakeholders continue to enhance ITV’s culture where social inclusion
Board), on the processes and standards in place for colleague and other isembraced and mental health issues are understood, accepted
relevant stakeholders wellbeing. Feedback from the Ambassador and andsafeguarded.
Network groups, and Mental Health Advisory Group (external experts)
which included guidance and support on ITV’s approach to mental health
and wellbeing with colleagues, production teams, participants in our
programmes and viewers.
Outcome
The Board, through the Chief Executive and Duty of Care Operating Board continues to regularly monitor colleague wellbeing and mental health and the
efficacy of initiatives on culture. In 2022 there was an internal audit on the delivery of the Diversity and Inclusion acceleration plan – which was overall
positive and key recommendations are now being operationalised.
116 ITV plc Annual Report and Accounts 2022
GOVERNANCE VALUES IN ACTION – UNDERSTANDING AND MONITORING OUR CULTURE CONTINUED
### Social Purpose, Diversity and Inclusion
How the Board monitors culture Cultural insight gained
Annual review of ITV’s Social Purpose strategy, performance and plans. How ITV’s Social Purpose campaigns influence culture internally as well
asexternally.
Outcome
The Board will continue to monitor key priorities and initiatives in pursuit of ITV’s Social Purpose strategy. See pages44 to 53 for outcomes related to
Social Purpose.
How the Board monitors culture Cultural insight gained
Annual review session of Diversity and Inclusion. Regular updates on The impact the Diversity Acceleration Plan is having on colleague sentiment
progress on ITV’s Diversity Acceleration Plan and feedback from ITV’s and ITV’s reputation as having an inclusive culture, and the latter’s appeal to
inclusion networks. Regular monitoring by Nominations Committee of future employees.
progress against diversity targets, with diversity on the Board agenda at
least annually. How ITV’s culture is enabling progress to be accelerated through Group‑wide
diversity initiatives.
Chief Executive attendance at ITV’s Cultural Advisory Council, comprising
a group of independent external advisers from a range of different
industries and specialisms who advise, challenge and counsel ITV on its
diversity and inclusion activities.
Outcome
The Nominations Committee will continue to monitor progress being made to meet diversity targets to ensure recruitment and succession initiatives
support ITV’s Diversity and Inclusion strategy. See pages51 and 53 for outcomes related to Diversity and Inclusion.
### Speaking Up
How the Board monitors culture Cultural insight gained
Report detailing new Speaking Up concerns (if any) produced for every A perspective on the nature of colleague concerns and trends in the
Board meeting. behaviours of colleagues generally.
Review and monitoring by the Audit and Risk Committee of the effectiveness Insight into how concerns are handled by ITV and indications of how the
of the Speaking Up policy, processes and framework annually and alternative routes for raising all risk concerns are being utilised.
Speaking Up reports at least twice a year. Feedback is given to the Board.
See page133 for the Speaking Up framework’s implementation in 2022.
Review conducted by the internal audit function of the effectiveness of the
Speaking Up process
Outcome
The Audit and Risk Committee will continue to monitor the effectiveness of the Speaking Up framework, and feed back to the Board on how this has
supported the openness of ITV’s culture.
### Remuneration
How the Board monitors culture Cultural insight gained
Review by the Remuneration Committee of the wider employee reward Insight into the role that remuneration, and setting performance goals, has
framework, including gender and ethnicity pay gaps, CEO pay ratios and on promoting the right behaviours and the extent to which incentives and
alignment of directors’ pension contribution to the workforce. Integration rewards are aligned with culture.
of ESG measures into incentive targets.
Live Q&A and remuneration discussion for Ambassadors hosted by the
Remuneration Committee Chair, which was reported back to the
Committee.
Outcome
The Remuneration Committee will continue to report to the Board on colleague sentiment in relation to retention and rewardinitiatives.
ITV plc Annual Report and Accounts 2022 117
GOVERNANCE BOARD EVALUATION
## Board Evaluation
### An evaluation of the Board and its Committees is carried
### outannually and externally facilitated every three years,
### withan external review conducted this year.
### Board evaluation cycle
Year 1 (2022) Year 2 (2023) Year 3 (2024)

| Independent, externally facilitated | Year 2 (2023) internal review focused on | Year 2 progress reviewed internally, and |
| --- | --- | --- |
| review of: | year 1 issues raised and any new issues | any areas of focus identified ahead of |
| • Performance against targets | arising. The process for internal review | the external evaluation in 2025. |
| setfor 2022 | is determined on a year‑on‑year basis. |  |

• An external evaluation carried
out by the advisory firm No 4
• Areas of focus identified
for2023

| In 2022, the Board undertook an externally | 2022 External Evaluation process: | Phase 3 – Insight – The General Counsel |
| --- | --- | --- |
| facilitated evaluation, following the last | Phase 1 – Selection – No 4 was selected | and Company Secretary coordinated the |
| external review in 2019. The review was | toconduct the evaluation through a | evaluation and provided No 4 with the |
| conducted by No 4, an independent advisory | process overseen by the Nominations | necessary access and resources, including |
| firm. No 4 has no other connection with the | Committee. The General Counsel and | recent Board and Committee papers, and |
| Company or individual directors. No 4 has | Company Secretary proposed a potential | other relevant information to enable No 4 |
| previously facilitated the Company’s Board | external evaluator that was endorsed by | toundertake a thorough review of the |
| review in 2019. | the Nominations Committee, and | Board and its Committees. No 4 held |
|  | interviewed by the Chair, Senior | face‑to‑face confidential interviews with |
| No 4 evaluated the performance of ITV’s | Independent Director, and General Counsel | each Director and the General Counsel |
| Board and Committees through formal and | and Company Secretary. The appointment | andCompany Secretary, as well as certain |
| rigorous review of its composition, diversity | of No 4 as the external evaluator was | other Management Board members. |
| and members’ contribution, both individually | approved by the Nominations Committee | ITV’sremuneration advisers and the |
| and together, and through the assessment of | inJuly 2022. | external auditor were also interviewed to |
| the Board’s effectiveness in meeting its |  | seek their views on the Board and its |
| strategic objectives and leading the business. | Phase 2 – Planning – The Chair and | Committees effectiveness. No 4 also |
| The evaluation found that the Board and its | theGeneral Counsel and Company | gathered insight into the Board’s dynamics, |
| Committees continue to operate to a high | Secretary met with No 4 in advance to agree | culture, leadership and individual director |
| standard. The Directors work effectively | the objectives and scope of the evaluation. | contribution through observing Board and |
| together and value each other’s contributions | Theareas of focus were also agreed. | Committee meetings in November 2022. |

at Board and Committee meetings. The

| process, outcomes and follow‑up actions are | Phase 4 – Findings – The findings of the |
| --- | --- |
| described in more detail below, all of which | evaluation were presented to the Board |
| was agreed with No 4. In 2021, the Board | inJanuary 2023, and the Board discussed |
| undertook an internally facilitated evaluation | thepoints raised by the review and |
| using bespoke online questionnaires. | recommendations on follow‑up actions. |

The Board further discussed the evaluation
at the Board meeting in February 2023 and
reviewed and endorsed the action plan
proposed by the General Counsel and
Company Secretary.
118 ITV plc Annual Report and Accounts 2022
GOVERNANCE BOARD EVALUATION
### 2022 External evaluation outcomes and actions
Areas of focus identified: Our key follow up actions:
An increased focus on and a request to gain The Chairman held one‑to‑one sessions with the The General Counsel and
deeper insight into the development of Non‑executive Directors to establish the degree of alignment Company Secretary is
strategyand related topics identified in and identify any gaps in current strategy/KPIs/narrative. responsible for driving the
theBoard Evaluation. actions forward. She compiled
The Chairman fed the findings back to the Management
an action plan listing specific
team and then the Board with the recommendations for
actions to address the findings
review. This included the time spent on strategy in Board
of the evaluation and further
meetings, specific issues for deeper discussion and how to
enhance the Board’s
manage reporting of progress (e.g. in Board packs)
effectiveness. The Board will
Board composition and succession planning The Chairman will consider the composition of the Board. monitor the implementation
The Board currently has good diversity of both of the follow‑up actions and
A detailed review of succession planning for the
background and thought and effective No4 is due to come back to the
Management Board and its direct reports to be conducted
succession planning is in place. Board later in 2023 to review
with the Chief Executive in addition to the scheduled annual
progress against the
The Board agreed there was a need to consider session at the November Nominations Committee meeting.
recommendations.
the future demands on the business and how to
ensure that the Board is equipped to support the
business and the Management team.
### Progress against 2021 actions
Action Outcome
To ensure effective succession planning for The Nominations Committee has an effective and orderly succession mapping process in place for the
Executive Directors. Executive Directors. It receives regular updates during the year, and continues to keep this under review.
To provide visibility of potential successors Members of the ELT and Board attended a dinner in December and this is now a part of the regular
for the Management Board. cycle of events with Summer drinks and a dinner planned for 2023.
All Board members were invited to the Nominations Committee annual senior management
talent/succession planning session held in November.
Throughout 2022, members of the ELT ran training and deep dive sessions for the Board on topics
identified in the evaluation. These sessions were run by members of the ELT rather than Management
Board in order to give the Board greater visibility of senior management.
Continue to offer Board development During 2022 the Board were provided with a number of briefings, presentations, deep dives and
andtraining on topics identified in the teach‑ins. These included sessions on the production model and process; competitor/digital trends;
Boardevaluation. technology and digital; debt, treasury and financial planning. There were also regular updates on the
execution of the phase two of the More Than TV strategy in advance of the launch of ITVX.
ITV plc Annual Report and Accounts 2022 119
GOVERNANCE NOMINATIONS COMMITTEE REPORT
## Directors’ Ongoing Development
## and Time Commitments

| Ongoing training | Directors are encouraged to ask for any | During 2022, there were two new |
| --- | --- | --- |
| anddevelopment | support they need and are reminded that | appointments to the Board, AndrewCosslett |
| The ongoing development of Board | there is always an open line to management | as the Chairman of the Board and GidonKatz |
| members is crucial to ensure that they | on any topic. Non‑executive Directors also | as a Non‑executive Director. For both |
| remain well‑informed of changes to | have access to relevant professional | Directors the induction programme included |
| thebusiness environment in which ITV | technical briefings from the audit firms, | the following elements: |
| operates (including on legal, regulatory, | including the Deloitte Academy Director |  |
| compliance and governance matters), | updates. In addition, each Director may | • one‑to‑one meetings with both Executive |
| andeffective in providing challenge on a | obtain independent professional advice at | and each of the Non‑executive Directors; |
| wide range of topics. The Chairman, with | the Company’s expense where they judge it | • briefing from the Chief Executive on the |
| the support of the General Counsel and | necessary to discharge their responsibilities. | Group’s strategy, and from the Chief |
| Company Secretary, keeps the training |  | Executive and Group CFO and COO on |
| anddevelopment needs of Directors | Tailored induction | operational matters; |
| underreview. |  | • briefing from the Group CFO and COO on |

### fornewDirectors
financial matters;
The General Counsel and Company
During the year, all Directors were provided • briefings from the General Counsel and
Secretary assists the Chairman in designing
with briefings, presentations, deep dives, Company Secretary and the Director of
and facilitating an induction programme for
teach‑ins and guest speakers on a range Investor Relations on legal and
new Directors and their ongoing training.
ofsubjects, including a deep dive on the governance matters and shareholder
proposed governance and audit reform relationships, which were followed up by
Each newly appointed Director receives
proposals. The Directors’ development sessions with the Group’s brokers and
acomprehensive induction programme
andtraining programme covered topics external advisers;
designed to give them a thorough overview
identified in the 2021 Board evaluation, • briefings from senior executives and
and understanding of the business covering
asareas on which Directors felt they could managers across our key business areas
the Company’s core purpose and values,
benefit from additional training or support. and operations, including Studios, Media
strategy, key business areas and operations,
The programme included: & Entertainment, Commercial, Policy and
and corporate governance structure.
• Receiving foundational information Regulatory Affairs, Investor Relations,
Thisistailored to take into account a
ahead of Board strategy sessions Diversity and Inclusion, Social Purpose,
Director’s previous experience and their
regarding, e.g., the delivery of ITVX, the Reward and Remuneration,
responsibilities. Directors are also briefed
UK streaming market and competitor Communications and Technology; and
ontheir roles and responsibilities as directors
overview, and the global market review • access to a library of reference materials,
of a listed company. For Non‑executive
for the Studios business including key information on our
Directors, specific Committee
• Attending a session on advertising and governance framework, recent financial
responsibilities relevant to their Committee
future commercial strategy presented data and the policies supporting our
memberships are covered, to enable them
byLEK and Frontier Economics business practices, including our share
tofunction effectively as quickly as possible.
• Attending a session on the future media dealing policies, conflicts of interest
landscape presented by MathewHorsman procedure and gifts and hospitality policy.
from Mediatique
• Joining an investor seminar, providing an
overview of the Media & Entertainment
business and streaming strategy
• Participating in a UK economy discussion
with Goldman Sachs
• Completing the refreshed mandatory
training for colleagues (on ITV’s Code
ofEthics and Conduct, Cyber Security,
DataProtection and Privacy, and
ClimateAction).
120 ITV plc Annual Report and Accounts 2022
GOVERNANCE NOMINATIONS COMMITTEE REPORT

| In addition, Andrew and Gidon’s inductions | During 2022, the Board considered changes |
| --- | --- |
| covered deep dives relevant to their new | in the time commitments of the Directors |
| roles at ITV, their background and experience. | mentioned hereafter in particular. |
| For Andrew as Chair Designate this was a | The Board considered Carolyn McCall’s |
| wide ranging induction to ensure that he | appointments as a Non‑Executive Director |
| was well informed when he took over as | of Bridgepoint Group plc and as a Board |
| Chairman in September. This included | member at Burberry Group plc. The Board |
| deepdives into each part of the business | noted that Carolyn stepped down from her |
| including strategy, a detailed review of the | role at Burberry on 2 April 2022. The Board |
| strategic decisions around the launch of | therefore noted that it was never the |
| ITVX, a detailed analysis of the Budget and | intention for Carolyn to serve on two listed |
| five year plan. He also had meetings with the | company boards and were satisfied that |
| regulator, government and key investors. | Carolyn’s appointments would not |

compromise her ability to fulfil her
For Gidon this included a detailed session on commitments and discharge her
the ITVX programme (given his streaming responsibilities to ITV.
and distribution experience), and increased

| focus on listed company governance and | During the year the Board considered |
| --- | --- |
| regulation (as he was assuming his first role | andapproved some changes to |
| as director of a listed company). | SharmilaNebhrajani’s portfolio. In May2022, |

SharmilaNebhrajani took on the role of Chair

| Both Directors also requested and received | of the Remuneration Committee at ITV. |
| --- | --- |
| additional follow‑up sessions on areas where | InJanuary2023 she also took on the role |
| they wanted to further their knowledge, or | ofChair of the Remuneration Committee |
| felt they could support management with | atSevernTrentplc. She has given careful |
| their experience. | consideration to her external time |

commitments across these and her other

| Time commitments | roles, taking into account that she stepped |
| --- | --- |
| The Directors have demonstrated a strong | down from her role on the NS&I Advisory |
| commitment to their roles on our Board and | Board in June2022 and considers that she is |
| Committees with full attendance at Board | able to continue to devote appropriate time |
| and Committee meetings in 2022, see | to her role at ITV. The Board is satisfied that |
| page103. The Directors have all given | Sharmila’s ability to fulfil her responsibility |
| careful consideration to their external time | and commitment is not compromised. |

commitments to ensure that they are able

| to devote an appropriate amount of time | In December 2022, EdwardBonham Carter |
| --- | --- |
| totheir roles at ITV. For each Director, the | stepped down from his role at Jupiter Asset |
| Board considers that the external time | Management. |

commitments that he or she is required to
devote do not compromise their commitment
to their roles (on the ITV Board, Committees
and otherwise). The Nominations Committee
reviews, on an ongoing basis, Directors’ time
commitments against the recommended
guidance from investor bodies and ITV’s top
shareholders, to anticipate any perception
of ‘overboarding’ at the forthcoming AGM.
The Committee was able to confirm that it
was fully satisfied with the amount of time
each Director devoted to the business.
ITV plc Annual Report and Accounts 2022 121
### GOVERNANCE NOMINATIONS COMMITTEE REPORT CONTINUED Andrew Cosslett CBE
## Nominations
### Chair
## Committee
## Report
### In this report
The purpose of this report is to highlight the role that the Nominations Committee plays in ensuring that the Board has the
appropriate balance of skills, experience, knowledge and background to provide the breadth, depth, diversity of thinking and
perspective needed to effectively deliver long‑term sustainable success.
Who is on the Committee

| The Committee is composed | The current members are: |  |  |
| --- | --- | --- | --- |
|  |  | Full details of attendance | Detailed biographies can be |
| entirely of Non‑executive | • Andrew Cosslett (Chair) |  |  |
|  |  | atCommittee meetings | found on pages 98 and 99 |
| Directors (NEDs) | • Salman Amin |  |  |

canbefound on the table
• Edward Bonham Carter
onpage103
• Mary Harris
Our role
Following each meeting, the The main role of the Committee • Give full consideration to • Set measurable objectives
Committee communicates its isto: succession planning and onBoard diversity and monitor
main discussion points and • Regularly review Board oversee the development of a progress on these objectives,
findings to the Board. composition and the balance of diverse pipeline for succession, aswell as review
skills, knowledge, experience at Board and senior Company‑widetargets
The Committee’s terms of
and diversity management levels
reference can be accessed on
• Determine when appointments
our website.
and retirements are
www.itvplc.com/investors/ appropriate, and lead on any
governance Director searches
Meetings in 2022
In addition to Committee January April November
members, the Chief People • Plc Board Chairman search • Board composition and • all members of the Board were
Officer and General Counsel and • Identification of need for a succession planning invited to attend the meeting
Company Secretary regularly content NED with streaming/ • Recruitment of content NED • People strategy review
attended meetings of the distribution experience with streaming/distribution (including review of executive
Committee. • Review of Board Diversity Policy experience succession plans)
• Internal annual evaluation • Annual review of register of • Company diversity progress
outcomes and actions interests update
• Director time commitments and
July The Committee also held a
‘overboarding’ considerations
• Indicative timeline and process number of ad hoc meetings in
• Re‑election of Directors at
for external board evaluation relation to the Chair and
theAGM
• Annual review of terms of Non‑executive Director searches
• Chairman and executive
reference including discussions on
succession planning
• Company diversity progress candidate specifications,
• Review of draft Nominations
update longlists and approval of
Committee Report in Annual
shortlists, and discussions on the
Report
candidates following the
• Proposed 2022 committee
interview.
schedule
Annual review

| An annual review of the | In 2022, an externally facilitated | Overall, the evaluation concluded | As part of the Committee’s |
| --- | --- | --- | --- |
| performance of the Committee | Board evaluation was undertaken, | that the Committee is working | succession planning agenda, the |
| is conducted each year. | which included a review of the | effectively and responding | key priorities identified for 2023 |
|  | Committee. The results are | appropriately to its terms of | were to continue its focus on |
|  | summarised on page 119. | reference. | Executive and Non‑executive |

succession planning, as well as
senior management talent
retention and succession.
122 ITV plc Annual Report and Accounts 2022
GOVERNANCE NOMINATIONS COMMITTEE REPORT CONTINUED

| Board composition and | Board searches | The specification for the candidate set out |
| --- | --- | --- |
| succession planning | During the year, the Committee oversaw | the agreed key skills and character profile |
| Composition | the appointment of a new Company | being sought to fit with the current balance, |
| During the year, the Committee undertook | Chairman and commenced and concluded | membership and dynamics of the Board |
| an analytical review of Board composition, | the appointment of a new Non‑executive | and was discussed with the Committee. |
| assessing the range and balance of skills, | Director, Gidon Katz. | Asin prior years, the Committee focused |
| experience, diversity, knowledge and |  | on diversity as part of the selection criteria, |
| independence to identify any gaps and | Chair search | selecting the highest calibre candidates for |
| inform the Non‑executive Director | In 2022 the incumbent Chairman, | appointment to the Board, based on merit |
| searches.A breakdown of the Board’s skills, | PeterBazalgette, reached the end of a nine | and objective criteria. |
| experience and certain diversity measures | year tenure. With this in mind, in 2020 the |  |
| are set out on page 103. The review | Committee had begun its initial evaluations | A shortlist of candidates were interviewed |
| concluded that although the representation | regarding the search for a new Chairman of | by all the members of the Nominations |
| of Board diversity was strong and the | the Board and appointed Spencer Stuart to | Committee (led by the Chair), the |
| Directors as a whole had theright skills, | commence the search. | ChiefExecutive and Group CFO and COO. |
| knowledge and experience to enable ITV |  | Following this, the Committee recommended |
| toexecute its strategy the upcoming launch | As the Chair of the Board is also the Chair | the appointment of GidonKatz which the |
| of ITVX meant there was a requirement for | ofthe Nominations Committee, a separate | Board subsequently approved. |
| specialised streaming and distribution | Chairman Succession Committee was |  |
| experience. This resulted in the appointment | established led by the Senior Independent | Both the new Chairman and Non‑executive |
| of Gidon Katz as detailed below. | Director and comprised the Nominations | Director undertook comprehensive induction |
|  | Committee members (other than the | programmes. See page 120 for further |
| With the departure of Peter Bazalgette | Committee Chair) plus the Audit and Risk | information. |
| in2022, the Committee was aware that | Committee Chair. The incumbent Chairman |  |
| theBoard would now benefit from more | did not participate in the process. | The Committee is satisfied that these |
| creative industry skills and experience, |  | appointments further strengthen the mix |
| andthis would be a requisite for the next | The Chair Succession Committee worked | ofexpertise on the Board. AndrewCosslett |
| Non‑executive Director appointment. | with Spencer Stuart to refine the role | is an experienced chairman with a wealth |
|  | description, and specified that the long list | ofconsumer facing experience and a |
| Non‑executive Director | (and short list) must include candidates of | strongtrack record in strategic business |
| successionplanning | diverse backgrounds, gender and race. | transformation. Gidon Katz brings |
| Following the successful conclusion of the | Spencer Stuart then undertook a | streaming strategy and technology |
| search for a new Chair, the Committee also | comprehensive search for prospective | experience to the Board which has been |
| reviewed succession planning for each of | candidates who met the profile. Other than | particularly important for supporting |
| the Senior Independent Director, Committee | the provision of search services, | management with the accelerated digital |
| Chair and Workforce Engagement Director | SpencerStuart does not have any other | transformation and launch of ITVX. |
| roles, and identified whether there are | connection with the Company or any |  |
| appropriate internal candidates, or an | individual director, and has previously | Board diversity policy |
| external search may beneeded, both for | supported the recruitment of both Executive | Our objective to drive the benefits of a |
| emergency and longer‑term succession. | and Non‑executive Directors to the Board. | diverse senior management team and |
|  | Given the importance of the appointment, | widerworkforce is underpinned by our |
| Executive Director and Management | the search process was thorough and | Board Diversity Policy. |
| Board succession planning | detailed, with all Board members being |  |
| During the year, the Chief Executive and | consulted as part of the shortlisting process. | Our belief is that diversity at all levels |
| Chief People Officer reported on the | The search concluded in March2022 and we | isincredibly important as it allows the |
| succession planning measures in place | announced that Andrew Cosslett would be | organisation to harness the benefit of |
| forthe Management Board (including the | appointed as Chair Designate from June | differences in skills, experience, culture, |
| Executive Directors), as well as the direct | 2022, before being appointed as Chairman | personality, background and work‑style. |
| reports to Management Board members. | from 29September2022 following an orderly | We are proud of our commitment to driving |
| This included Management Board and | transition from the incumbent, | further diversity on a Group‑wide basis. |
| Executive Leadership Team bench strength | PeterBazalgette. | Please refer to pages 51 and 53 for further |
| analysis for each role identifying short and |  | information on our Group‑wide diversity |
| medium‑term successors and the diversity | Non‑executive Director search | plan and targets. |
| of the pipeline. The Committee was satisfied | During the year the Committee also oversaw |  |
| that the Company has effective executive | the search process for a new Non‑executive | Set out below are the objectives of our Board |
| succession planning processes in place, | Director with streaming anddistribution | Diversity Policy and our assessment of |
| including appropriate development plans for | experience. | performance against them. These objectives |
| key individuals, and was able to understand |  | ensure that both appointments and |
| the areas where external candidates may | The Committee approved the appointment | succession planning support developing |
| need to be considered. The Committee also | of Egon Zehnder for the search. Other | adiverse pipeline. |
| had a session on improving the strength, | thanthe provision of search services, |  |
| depth and diversity of our talent. All of the | EgonZehnder doesn’t have any other |  |
| Board members were invited to attend the | connection with the Company or any |  |
| Committee meeting on this topic. | individual director, and has previously |  |

supported the recruitment of
Non‑executive Directors to the Board.
ITV plc Annual Report and Accounts 2022 123
GOVERNANCE NOMINATIONS COMMITTEE REPORT CONTINUED
Maintain at least 30% female Ensure the Non‑executive Director
### Board diversity

| Directorson the Board over the short | search pool is sufficiently wide and |
| --- | --- |
| tomedium term | covers candidates who are People of |
| As at 31 December 2022, the Board had | Colour and candidates with a wide range |

## 41.67%
41.67% female representation, including of expertise, skills and backgrounds, and
female Board representation
one Executive Director and two Committee that shortlists include at least 50%
Chairs; we have therefore exceeded both female candidates
In line with Parker Review and Hampton
the target of 30% as well as the Hampton‑ When conducting a Non‑executive Director
Alexander Review recommendations

|  | Alexander target of 33% female | search, the Committee works closely with |
| --- | --- | --- |
|  | representation. Whilst the Board | the executive search agency to compile a |
|  | recognises that an effective Board with | long and shortlist of candidates made up of |
| 16.7% | broad strategic perspective requires | at least 50% female candidates as well as |
|  | diversity, ultimately the Board appoints | candidates from various backgrounds and |

People of Colour Board representation

|  | candidates based on merit and assesses | industries, including People of Colour. |  |
| --- | --- | --- | --- |
|  | potential Directors against measurable, | Candidates were identified and interviewed |  |
|  | objective criteria. | and their skills and qualities were assessed |  |
| Ensure ITV has a development pipeline of |  | against measurable, objective criteria. |  |
| high calibre senior executive candidates | The Board notes the listing rule requirement |  |  |
| and encourage senior executives to | on Diversity and Inclusion that will come into | A copy of the Board Diversity policy can be |  |
| obtain external board experience | effect shortly setting a new obligation for | found on our website |  |
| The ongoing development of senior leaders, | 40% female representation on Boards. |  |  |
| to ensure we retain the best talent to | TheBoard notes that the resignation of |  | www.itvplc.com/investors/governance/directors |
| broaden their skill sets and experience to | Mary Harris in June 2023 means that the |  |  |
| prepare them for future senior roles, is | female representation on the ITV Board will | Andrew Cosslett CBE |  |
| important to us. ITV runs a high potential | fall below this target. This will be a primary | Chair |  |
| leadership programme, building a pipeline | consideration when appointing the next | 2 March 2023 |  |
| of diverse talent for senior level roles. The | Non‑executive Director appointment. |  |  |

Rise Programme launched in 2020

| continues to promote People of Colour | Our principles for Board diversity also |
| --- | --- |
| talent progression at the manager level by | applyto our Management Board and senior |
| providing People of Colour colleagues | management below this level. We are |
| greater visibility with senior leaders through | therefore pleased to be ranked fifth in the |
| networking and sponsorship, alongside | Hampton‑Alexander 2023 review for female |
| career coaching. The programme also | representation on the Combined Executive |
| works with managers and Senior | Committee and Direct Reports, with female |
| Leadership Team advocates to build race | representation of 52.3%. |

confidence and accelerate an inclusive
culture change at ITV. Maintain at least 10% Directors who are
People of Colour on the Board over the

| Bespoke development initiatives are in | short to medium term |
| --- | --- |
| place for senior executives who have been | As at 31 December 2022, the Board had |
| identified as potential successors, based | 16.7% representation of People of Colour |
| on particular development needs. These | with two Directors representations on the |
| include: | Board. We therefore also comply with the |
| • External executive coaching, with clear | recommendation of the Parker Review to |
| coaching objectives (including 360 | have at least one director of colour on the |
| degrees feedback where relevant) | Board by 2022. |

• Psychometric testing, such as the Hogan

| Leadership series that identifies | Use search firms who have signed up to |
| --- | --- |
| leadership strengths, derailers and | the Voluntary Code of Conduct on gender |
| values | diversity |
| • Mentoring by a Non‑executive Director | The Board supports the provisions of the |
| • Business School executive education | Voluntary Code of Conduct for Executive |
| programmes | Search Firms which addresses gender |
| • Non‑executive Director and trustee | diversity on corporate boards and best |
| appointments where there is a suitable | practice for related search processes. Both |
| match and development support for | executive search agencies used in 2021 and |
| those interested in these opportunities | 2022 for our Chair search and in 2022 for |

our search for a Non‑executive Director are
signatories to the Code.
124 ITV plc Annual Report and Accounts 2022
### Margaret Ewing GOVERNANCE AUDIT AND RISK COMMITTEE REPORT
## Audit and Risk
### Chair
## Committee Report
### Dear Shareholder As the Group and the Committee returned
### Who is on the Committee
On behalf of the Board, I am pleased to throughout 2022 to a hybrid working model,
present the 2022 Audit and Risk Committee Ihave maintained regular dialogue with
Composition
Report. This report is intended to provide other members of the Committee, the
The current members of the shareholders with an insight into key areas Group CFO & COO, and other members of
Committee are: considered by the Audit and Risk management, including meeting with
Committee (the Committee), together ‘agenda topic owners’ prior to Committee
• Margaret Ewing (Chair)
withhow the Committee has discharged its meetings, ensuring the Committee would be
• Edward Bonham Carter
responsibilities and provided assurance on provided with the necessary information to
• Graham Cooke
the integrity of the 2022 Annual Report enable it to guide, challenge and advise and,
• Mary Harris
andFinancial Statements (2022 Annual when required, make informed decisions.
• Anna Manz
Report). This has included ensuring the Ialso met privately throughout the year with
2022 Annual Report is aligned with the the lead partner of our external auditor,
Full details of attendance at Committee
latest requirements and guidance from PwC, and lead partner at EY, ITV’s provider
meetings can be found on the table on
regulators, that it is fair, balanced and of outsourced internal audit, as part of my
page103.
understandable and that all matters ongoing review of their effectiveness. I also
Detailed biographies can be found on
disclosed and reported upon meet the met with ITV’s legal advisers in respect of
pages98 and 99.

|  | rapidly evolving needs of our stakeholders. | ongoing litigation and other legal matters. |
| --- | --- | --- |
| The Committee is composed entirely of | In addition, the Committee has focused on |  |
| independent Non‑executive Directors | its fundamental priorities, which include | In 2021, the external auditor, PwC, |
| and the membership remained | ensuring the quality and effectiveness of | andinternal auditor, Deloitte, drew |
| consistent during the year. | the external and internal audit processes | Management and the Committee’s |
|  | and monitoring the management of the | attention to a considerable number of |
| The Committee members have, | principal risks of the business. The | internal control weaknesses, particularly |
| between them, a wide range of | Committee’s report sets out the key areas | inrespect of IT general controls (ITGC). |
| relevant sector and financial | offocus during 2022 (since our 2021 report) | Management’s response was to put in place |
| experience, enabling the Committee | and to the date of this report. | a detailed programme of remediation and |
| tofulfil its terms of reference. This |  | enhancement to address the weaknesses |
| includes providing independent and | As the Group has focused during 2022 | highlighted by the auditors. Akey area |
| robust challenge to management and | onaccelerating its programme of digital | offocus in 2022 has been the monitoring |
| our internal and external auditors, | modernisation, developing and launching | ofthe execution of the remediation |
| toensure there are effective and | ITVX and progressing the various | programme. Supported by thefindings |
| high‑quality controls in place and | transformation programmes, including | from PwC audit reviews during 2022, the |
| appropriate judgements are taken. | ITVTogether, ITV colleagues have risen | Committee recognises that Management |
| Forthe purposes of the Code, the | tothe challenge and delivered positively. | has continued to take positive action to |
| Board considers that Margaret Ewing | Inthis environment, the Committee has | remediate and strengthen the Group’s |
| and Anna Manz have recent and | increased its focus on risk management, | internal controls and good progress has |
| relevant financial experience. | internal controls and the restructuring, | been made in this area. |

financial and accounting implications of
thestrategy implementation.
ITV plc Annual Report and Accounts 2022 125
GOVERNANCE AUDIT AND RISK COMMITTEE REPORT CONTINUED

| The Committee has spent considerable | In October, ITV received a letter from the | These acknowledgements of the |
| --- | --- | --- |
| time reviewing and scrutinising the Group’s | FRC’s Corporate Reporting Review Team | robustness of ITV’s corporate and financial |
| financial results, requesting additional | regarding the FRC’s review (acknowledging | reporting by the FRC and PwC are a clear |
| items on its meeting agendas to ensure it | its inherent limitations in scope of review) | recognition of the quality of ITV’s finance |
| had clear oversight of the evolving impact | of ITV’s 2021 Annual Report, seeking | resource, processes, approach and |
| of the Group’s strategy on the business and | information in respect of two specific | transparency in its communications with |
| its financial affairs plus emerging risks. This | aspects of the financial statements, plus a | the external and internal auditors and the |
| included monitoring progress in respect of | number of observations. The Committee | Committee. I personally want to thank all |
| the development and implementation of | and management welcomed the FRC’s | ITV personnel involved in the Group’s |
| ITVX and its financial implications for 2022. | drive for continuous improvement in the | corporate and financial reporting for their |
| PwC provided management with robust | quality of financial reporting and | immense effort, fortitude and loyalty |
| and valuable challenge to the development | responded by providing the FRC with | during 2022 – a year that has delivered very |
| of new accounting policies in respect of the | clarification and indicating enhancements | significant change and improvement within |
| treatment of relevant costs and revenue | to disclosures (that have been reflected in | ITV in a very short time frame. |
| related to ITVX. In addition, as an example | the 2022 Annual Report) where |  |
| of the Committee’s responsiveness to new | appropriate. The FRC subsequently | I hope that you find this report informative |
| or emerging risks, the Committee | acknowledged that it had concluded its | and can continue to take assurance from the |
| requested, supported by the Board, | consideration of the 2021 Annual Report. | work undertaken by the Committee this |
| Internal Audit reviews at various stages in |  | year. We seek to respond to stakeholders’ |
| the development of the ITVX platform. | The quality of ITV’s corporate and financial | expectations in our reporting and, as always, |
| Details of the significant financial reporting | reporting was further acknowledged by the | welcome any feedback from shareholders |
| issues we considered can be found on | FRC in November, when extracts from our | or other stakeholders. |
| pages128 and 129. | 2021 Annual Report were included in the |  |
|  | FRC’s 2022 ‘What Makes a Good Annual | Margaret Ewing |
| Other key activities during the year included | Report and Accounts’ publication as | Chair, Audit and Risk Committee |
| continuing the review and contributing to | examples of better disclosures and practice. | 2 March 2023 |

the enhanced frameworks for fraud risk

| andEnterprise Risk Management (ERM), | Finally, we were delighted to receive the |
| --- | --- |
| monitoring the progress of ‘ITV Together’ | 2022 PwC Building Public Trust award for |
| (the HR and Finance transformation | Reporting in the FTSE 350. This is an award |
| programme) and TCFD compliance and | that celebrates organisations who lead the |
| reporting enhancements. Deep dive risk | way in open, authentic and accessible |
| sessions were held relating to cyber, data | reporting. ITV was also highly commended |
| governance and privacy, and fraud (see | for the 2022 Corporate Governance |
| page 131). A number of the Committee’s | Reporting award. These awards are not only |
| priorities for 2023 follow on from the | judged by a panel of subject matter experts |
| Committee’s key activities in 2022 and | but also consider opinions sought from |
| areset out below. | members of the general public to |

understand what they want businesses to

| Information regarding the Board’s | communicate in order to build and retain |
| --- | --- |
| stakeholder engagement is set out on | trust. We strive to ensure we maintain clear |
| pages105 to 111, which also indicates | and coherent reporting that provides a |
| where the Committee took account of the | clear link from purpose to strategy to |
| views of the Company’s key stakeholders | operations, and were delighted to be |
| and considered their interests in its | recognised in this way. |

discussions and decision‑making.
Following the issue by BEIS in May of its
response to the White Paper consultation
on restoring trust in audit and corporate
governance, the Committee has been
regularly informed of developments and
1
announcements from BEIS and the FRC
and briefings from various relevant
stakeholder groups, including audit and
lawfirms, on the intended timetable and
consequences of BEIS’s response. We
received briefings from Management on
the plans for implementation of relevant
aspects of the proposals. Whilst we believe
the business is making good progress in
strengthening its internal controls
environment and has robust plans in place
that will put the Company in a strong
position to comply with each of the
potential requirements, it was agreed that
this continues to be a key area of focus and
will be closely monitored by the Committee
through 2023.
1 Now the Department for Business and Trade
126 ITV plc Annual Report and Accounts 2022
GOVERNANCE AUDIT AND RISK COMMITTEE REPORT CONTINUED
## 2022 Key Matters
### Matters considered at the meetings are set
### out on the pages that follow.
### Meetings in 2022
### Annual Review
The Committee held six meetings during
the year.
An annual review of the performance of Although the evaluation did not identify
the Board is conducted every year. In any concerns, the Committee has agreed
In addition to Committee members, the
2022, an externally facilitated evaluation that the areas it will focus on in 2023 will
Chairman of the Board, Group CFO and

|  | was undertaken which included a review | include readiness for compliance with |  |
| --- | --- | --- | --- |
| COO, Director of Finance, Group Finance |  |  | 1 |
|  | of the Committee. | theBEIS | (and FRC) reforms to corporate |

Controller, General Counsel and Company
governance (in particular internal
Secretary, Director of Tax and Treasury,
The results are summarised on page119. controls, fraud and risk management
Head of Enterprise Risk Management, Head
Overall, the evaluation concluded that the improvements); processes, controls
of Internal Audit (EY) and External Audit
Committee continues to work effectively andassurance regarding TCFD and other
lead partner (PwC) regularly attend
and is responding appropriately to its ESGrelated disclosures, metrics and
meetings. There were regular sessions
terms of reference. reporting; and the implementation of
during the year when the Committee met
ITVTogether (the finance and HR
the External Audit lead partner and,
transformation programme).
separately, the Head of Internal Audit
without executives present.
### Financial reporting
### Our role
Our role Reviewed
The Committee’s terms of reference,

| reviewed annually and last updated in | • Monitor the integrity of | • Quarterly, interim and full year results statements, prior to |
| --- | --- | --- |
| September 2022, can be accessed on | published financial | recommendation to Board for approval, together with |
| ourwebsite. | information and review and | supporting reports from the Group CFO and COO highlighting |
|  | challenge significant financial | all key judgements and estimates |
| The Committee’s principal responsibility | reporting issues, estimates | • External auditor reports, including progress updates, to the |
| isto oversee and provide assurance to | and judgements | Committee regarding interim review and full year audit |
|  | • Review the appropriateness of | • Final draft 2022 Annual Report, prior to recommendation to |

theBoard on the integrity and quality of
accounting policies and Board for approval, including review of Principal and Emerging
financial reporting, effectiveness of audit
practices Risks disclosure and assessment that the Annual Report is
arrangements and robustness and
• Provide advice to the Board on fair, balanced and understandable
effective operation of internal controls,
whether the Annual Report • Assessment of appropriateness of going concern and viability
compliance and risk management
and Accounts are fair, statements, including management reports on all key
processes. The Committee meeting
balanced and understandable judgements, scenario assumptions, supporting analysis/
agendas are tailored to ensure emerging
and the appropriateness of the evidence, reporting and disclosures
topics are included and to allow for ad‑hoc
going concern statement and • Litigation updates, including status reports in respect of Box
discussion and reviews. A summary of the

|  | the longer‑term viability | Clever, the Voice of Holland and CMA matters |
| --- | --- | --- |
| Committee’s activities during 2022 (from | statement | • Accounting judgements in respect of the acquisition of |
| the date of our 2021 report) and until the | • Provide advice to the | Plimsoll Productions and the development and |
| date of this report is detailed on the | Remuneration Committee on | implementation of ITVX |
| following pages. | financial reporting matters | • Reports on potential acquisition and earnout liabilities and |
|  | and related judgements as | performance against acquisition business case criteria |
|  | they affect executive | • Pension matters, including pension deficit and update on |
|  | remuneration performance | projects |
|  | objectives | • Regular tax updates and recommendation of updated tax |

strategy to Board for approval having ensured that the
Group’s relationship with tax authorities, particularly HMRC
in the UK, is collaborative, open and transparent and aligns to
the tax strategy
• Treasury policies, updates and funding strategy
• Exceptional items policy and assessment of appropriateness
of identification and classification of exceptional items
• Share plan anticipated performance outcomes for FY22
• Developments in financial and corporate reporting, including
the BEIS white paper on audit and corporate governance
reform
• Finance team structure and resourcing, including strategy
and implementation plans for finance transformation as part
of the ITV Together programme
ITV plc Annual Report and Accounts 2022 127
GOVERNANCE AUDIT AND RISK COMMITTEE REPORT CONTINUED
### Significant audit risks and accounting judgements

| In planning its agenda and reviewing the | The Committee focused on assessing | performed and any issues identified in |
| --- | --- | --- |
| audit plans of the internal and external | whether management had made | respect of key judgements and estimates |
| auditors, the Committee has considered | appropriate judgements and estimates in | – see the Independent Auditor’s Report on |
| significant operational and financial issues | preparing the Company’s financial | pages166 to 171. The Committee |
| and risks which may have had an impact on | statements, particularly with regard to the | concluded there was no significant |
| the Company’s financial statements, | significant issues listed below. These | disagreement or unresolved issue that |
| internal controls and/or the delivery and | issues were subject to robust challenge | required referral to the Board. |
| execution of the Company’s strategy | and debate between management, the |  |
| (including changes in the nature and | external auditor and the Committee. The |  |
| significance of some of the Group’s | Committee also reviewed detailed |  |
| Principal Risks). | external auditor reports outlining work |  |

### Accounting for ITVX
Issue Action taken by the Committee Outcome/future actions

| In the lead up to the launch of | The Committee reviewed management’s report on the various | The Committee considered that a robust process |
| --- | --- | --- |
| ITVX in late 2022, management | accounting matters. The judgements taken in arriving at the | had been undertaken to identify the relevant |
| undertook a review of accounting | accounting policies and the methodologies for allocating cost | accounting issues resulting from the launch of |
| matters relevant to the Streaming | were discussed with management and the external auditor | ITVX and agreed with management’s updated |
| business. This included reviewing | and considered appropriate. | accounting policies, judgements and |
| accounting policies for revenue |  | methodologies for allocating cost. |

recognition, programme rights
and capitalisation of development
expenditure.
### Risk of fraud (particularly in revenue recognition)
Issue Action taken by the Committee Outcome/future actions

| The nature of ITV’s business, | The Committee reviewed management’s report on ITV’s fraud | The Committee agreed with management’s |
| --- | --- | --- |
| including advertising and | prevention framework and the key controls in place at the | assessment that the overall control framework |
| production, means that there | Business Service Centre (BSC) and in its international | remained effective and, with a focus on high‑risk |
| arepotential risks of revenue | businesses designed to prevent and detect fraud, as well as | and material areas, additional controls |
| recognition and other fraud, | actions during 2022 and future plans for enhancement of the | introduced had mitigated risk. The Committee |
| including collusion with | relevant controls. | concluded that the Group’s revenue recognition |
| advertisers, facilitation payments, |  | processes included a robust control framework |

Following the Committee’s challenge of management in 2021
fraudulent payments to suppliers to effectively mitigate the risk of material fraud
on the robustness of the controls and whether there was
or employees and manipulating and was satisfied with the work undertaken by
sufficient focus on high‑risk and material areas, such as
profits or hiding fraud by use of PwC in also reaching this conclusion.
supplier related fraud, Deloitte were engaged during 2022 to
accounting journals.
perform an initial Fraud Risk Assessment across ITV’s high‑risk The Committee supported management’s 2023
areas – Commercial, Finance and Studios. Workshops were plans to continue developing the fraud prevention
undertaken to understand and measure the key fraud risks framework.
within each business area. These were captured into a formal
fraud risk register, including mapping the top ten risks to
mitigating controls where present. Any fraud risks that were
identified pertaining to the Finance area have been
incorporated into the Finance Fraud Prevention Framework.
The Committee discussed the steps taken to better understand
the broader risk landscape, ensuring that as a business ITV
assessed both financial and non‑financial fraud risk.
In addition, the Committee reviewed PwC’s audit procedures,
including the results of their data auditing techniques for
advertising revenue and journals as well as their conclusions
relating to fraud risk in revenue recognition, with a particular
focus on ensuring appropriate cut‑off of revenue transactions
close to the year end.
128 ITV plc Annual Report and Accounts 2022
GOVERNANCE AUDIT AND RISK COMMITTEE REPORT CONTINUED
### Exceptional items including Alternative Performance Measures
Issue Action taken by the Committee Outcome/future actions
During 2022, management The Committee continued its increased scrutiny of the Following management’s response to the
proposed a number of matters application of the Group’s policy on exceptional items, Committee’s challenges, the Committee was able
to consider classifying as spending considerable time reviewing and challenging to conclude that management’s approach to
exceptional items. (See note2.2 management’s proposed classification. The Committee exceptional items was appropriate and consistent
to the financial statements for a scrutinised in particular those exceptional items that with the approach taken in the prior year when the
summary of exceptional items in recurover a number of years such as restructuring, application of the Group’s policy was strengthened.
2022.) (See an explanation of the transformation and property costs and considered the
The Committee also recognised that management
exceptional items policy on viewsof the external auditor.
had continued to challenge itself and exercise
page57.)
discipline on the categorisation of costs as
exceptional items, ensuring that the policy had
been applied in a consistent and disciplined way
and the amounts were clearly disclosed in the
Annual Report.
The Committee noted that it would continue to
review the exceptional items policy and
definitions regularly, considering evolving
regulatory scrutiny.
### Review of legal cases
Issue Action taken by the Committee Outcome/future actions

| ITV is subject to ongoing legal | Throughout 2022, the Committee reviewed updates on the | Following considerable discussion and input |
| --- | --- | --- |
| disputes where the outcome is | Box Clever case and potential liability from the General | from the external auditor, the Committee agreed |
| not certain, including the | Counsel and Company Secretary and Group CFO & COO. In | that the best estimate provision and disclosure |
| quantum of liability in respect of | addition, the Committee Chair met with the external legal | had been made in respect of Box Clever, |
| the BoxClever pension scheme | advisers and actuaries supporting ITV to understand their | supported by the advice of the Company’s |
| deficit and the UK Competitions | perspectives on the dispute. | actuarial and legal advisers, and based on the |
| and Markets Authority (‘CMA’) |  | IAS 19 valuation as well as the latest available |

The Committee considered the response of and
investigation that commenced in information regarding the pension scheme
management’s interactions with the Pensions Regulator,
July 2022. (received by the Company during 2021), and
views of external actuarial and legal advisers and the level of
most likely outcomes. See note 3.7 to the
provision for the case, noting that it would be important to
financial statements.
make full disclosure of the high level of uncertainty of the final
outcome and the legal process, which could continue for a The Committee also agreed that the contingent
number of years. liability disclosure proposed by management in
relation to the CMA investigation was
The Committee also received regular updates on the CMA
appropriate and that due to the early stage of the
investigation from management and considered the
investigation, it was not possible to reliably
contingent liability disclosure proposed by management for
quantify any liability that might result from the
the year end. The Committee noted and agreed with
investigation.
management’s conclusion that it is not possible to reliably
quantify any liability that might result from the investigation. The Committee also considered other ongoing
legal matters including Voice of Holland. It
considered management’s position and related
disclosures and agreed that it would continue to
receive updates on a regular basis.
### Other significant issues
### Acquisitions
Issue Action taken by the Committee Outcome/future actions
The Group acquired majority The Committee reviewed management’s report on the The Committee agreed with management’s
stakes in Plimsoll Productions in acquisitions including assessment of control, accounting for assessment of control and considered the
the UK and Lingo Pictures in non‑controlling interests and put and call options. The provisional purchase price allocation and related
Australia during the year. These Committee also reviewed management’s summary of the accounting to be appropriate.
acquisitions were structured provisional purchase price allocation and resulting goodwill for
with put and call options over Plimsoll Productions and noted the external auditor’s
the remaining minority conclusions, including understanding the nature of their audit
shareholdings. of the accounting for acquisitions.
ITV plc Annual Report and Accounts 2022 129
GOVERNANCE AUDIT AND RISK COMMITTEE REPORT CONTINUED
### Pensions risk management
Issue Action taken by the Committee Outcome/future actions
Managing the impact of In December the Committee received a briefing from The Committee noted the updates and were
economic turbulence in the management on the impact of the UK economic events on the happy that the actions taken meant that the
yearon the investment strategy status of the pension net deficit, in particular its levels of risksidentified continued to be managed and
of the ITV Pension Scheme and liquidity and tolerance to increases in UK Government Bond maintained as previously agreed with the
the valuation of pension assets yields. The Committee was assured that the ITV pensions Committee. The new investment risk had been
and liabilities schemes are exposed to a very low level of risk (compared to successfully managed and further actions to
the vast majority of pension schemes), however, supported mitigate it identified and implemented.
management working with the Pension Trustees to ensure
strong risk management and maintaining the risk exposure in
balance are seen as fundamental objectives.
### Treasury and financial risk management
Issue Action taken by the Committee Outcome/future actions
Managing the impact on The Committee considered updates from management on the The Committee considered, supported and
financial risk management of impact of the changing economic environment. This included approved management’s proposed policy
volatility in the market place due a review of the Group’s treasury policies with a particular changes and the actions taken to mitigate future
to economic and geo‑political focus on a strategy for the management of foreign exchange financial risk.
uncertainty. risk; a review of the debt refinancing requirements to mitigate
foreign exchange risk; a review of hedging arrangements to
manage market volatility; and a review of counterparty limits
to manage cash exposure across the banking group.
### IR35
Issue Action taken by the Committee Outcome/future actions

| From April 2021 the | The Committee considered updates from management | The Committee considered and supported |
| --- | --- | --- |
| responsibility for undertaking | ondevelopments in the application of IR35 and HMRC’s | management’s proposed increased provision |
| IR35 employment status | position as regards the tax status and treatment of ‘front of | and proposed accounting treatment, taking into |
| assessments, and where | camera’ presenters who were not employees. The Committee | account the external auditor’s views. |
| necessary withholding PAYE and | reviewed the status of discussions with HMRC at the half |  |

The Committee noted that the outcome of ITV’s
paying NICs, passed to the yearand supported the provision of £37 million to cover
negotiations with HMRC and the implications for
employer, rather than remaining historical liabilities.
the relevant ‘front of camera’ individuals and the
with individuals and their
During the latter part of 2022, including during the year end Company would be kept under review.
personal service companies. ITV
process, the Committee considered further updates
has been in continuous
demonstrating the hardening of HMRC’s position, following
discussion with HMRC on this
the outcome of certain non‑ITV related tribunal cases, since
matter throughout 2022.
the half year. Given the developments, management proposed
a significant increase in the provision for these liabilities by
£20 million to £57 million, of which £9 million related to 2022
and £11 million related to prior years. Management proposed
to classify those amounts related to prior years as exceptional
costs given their materiality and nature.
### Going concern and viability assessments
Issue Action taken by the Committee Outcome/future actions

| In light of the continuing | The Committee reviewed and challenged management’s | Following this thorough assessment, the |
| --- | --- | --- |
| uncertainty in the economic | process and assessment of going concern, longer‑term | Committee considered the extent of the |
| environment, the Committee | prospects and viability by considering forecast cash flows, | assessment made by management to be |
| felt it was important to again | base case and downside scenario analysis, the results of | appropriate and recommended the draft viability |
| apply enhanced scrutiny to | further testing of those scenarios, and other principal risks, | statement and related disclosures (for inclusion |
| management’s assumptions, | including continuing uncertainty in the economic recovery. | in the 2022 Annual Report) for approval by the |
| stress testing and scenario |  | Board. The Committee also concluded that it |

In reaching its view, the Committee also considered: (i) analyst
analyses supporting the going remained appropriate to adopt the going concern
and other expert commentary to understand the wider market
concern and viability statements basis of accounting in preparing the consolidated
views on the Group’s future financial performance and
as well as seeking impartial financial statements and that the disclosure in
viability; (ii) Board approved financial forecasts; (iii) the
external views on ITV’s viability. the Annual Report, in respect of the Group’s
Group’s financing facilities including covenant tests and
ability to continue as a going concern, was
future funding plans; and (iv) the external auditor’s findings
appropriate. See pages178 and 179.
and conclusions on this matter.
Given the uncertain economic outlook, and its
Accepting management’s responses to the challenge, the
potential implications for ITV, the Committee will
Committee agreed that the three year period selected for the
continue to monitor the Group’s going concern
viability outlook was the appropriate time period.
basis and viability assessment.
The Committee also considered the adequacy and accuracy
ofthe disclosures in the 2022 Annual Report in respect of
theGroup’s ability to continue as a going concern and its
future viability.
130 ITV plc Annual Report and Accounts 2022
GOVERNANCE AUDIT AND RISK COMMITTEE REPORT CONTINUED
### Impairment assessment
Issue Action taken by the Committee Outcome/future actions
The continued uncertainty in the The Committee reviewed management’s assessment of the Having received the views of the external auditor
economic environment with level of aggregation of assets for cash‑generating units following their detailed audit of the impaired
increasing costs, inflation and (CGUs) and agreed that no changes were required. The assessment by management, the Committee
interest rates. Committee also reviewed the basis for calculating the agreed that management’s assessment that no
discount rate for each CGU, sought the external auditor’s impairment of CGUs is required was appropriate.
views on the methodology applied and outcome, and
consequently agreed that the increases were considered
appropriate in the current economic environment.
The Committee challenged management’s assessment which
incorporated the cash flows used to assess going concern and
noted that no impairment was required in either the base case
scenario or scenarios adjusted for sensitivities.
### Risk management
### Risk management and internal controls
During 2022, the Committee continued to
consider the process for identifying and
Our role Items covered
managing risk within the business and
• Assist the Board to establish • Biannually, principal and emerging risks and uncertainties assisted the Board in relation to
and articulate overall risk and associated mitigations compliance with the UK Code and FRC
appetite and oversee and • Progress in implementing the enhanced ERM framework, guidance. Recognising the evolving nature
advise the Board on specific including enhancements to the risk governance structure
of the risk landscape, due to the increasing
strategic risk exposures and • Progress to improve operational risk management capability
pace of change in the industry, the
mitigations for security, duty of care, and crisis management areas
continued impact of the macroeconomic
• Review the risk identification including consideration of the structural changes made to
environment and global instability, more
and mitigation processes and operational risk management
than ever, ITV needs to manage risks
undertake deep dives into • Insurance arrangements and policies, including how those
smartly to achieve its vision, deliver
high‑risk business areas or support mitigation of principal and other financial risks
strategy and create sustainable
processes • Progress in implementing the financial controls framework
shareholder value. The focus for 2022 has
• Review the effectiveness of and effectiveness review, including update on ITV Together
been on optimising the practices and
the internal control and risk programme
behaviours of the second line of defence
management processes • Ongoing programme of improvements to technology and IT
• Oversee appropriate speaking related controls and governance environment tointroduce more collaboration and
up and fraud prevention • Mapping of the internal audit plan to key principal and structure. Embedding the enterprise risk
arrangements operational risk areas to understand assurance coverage management framework and assessing
• Outcome of the work of internal audit management’s response to the material
• Enhancements to the Speaking Up policy and report on risks to ITV continues to be an area of focus
actions taken to strengthen Speaking Up processes and with the Committee providing challenge
further increase awareness across the organisation, and direction as appropriate. The
including the result of the internal audit of the effectiveness Committee Chair also regularly met with
of the processes management and the Group Risk team to
• Data privacy and governance update
further understand progress and provide
• Biannually, compliance framework and monitoring
guidance on the implementation of
• Group Approvals Framework and M&A approvals process
enhancements. ITV’s risk management
and approved amendments
framework continues to evolve. Further
Undertook deep dives on the following key principal and information on ITV’s risk management
operational risks to understand and challenge the related approach, including details of our principal
governance, risk management, mitigation, controls and risks and our processes for identifying and
compliance with risk appetite around those risks: responding to principal and emerging risks,
are set out on pages71 to 84.
• Review of the Compliance Framework
• Internal Financial Controls
• Internal Technology Controls
• Pensions risk management
• Data privacy, security and strategy related risks,
• Resilience, including cyber and crisis management
• Fraud risk and fraud prevention, detection and controls
framework
• Transformation Programme updates
ITV plc Annual Report and Accounts 2022 131
GOVERNANCE AUDIT AND RISK COMMITTEE REPORT CONTINUED
### Internal controls The updates to the fraud prevention
The Board has overall responsibility for framework were presented to the
### Internal Financial Controls Internal Technology Controls Cyber security

| overseeing and reviewing the effectiveness | Committee to reflect the ongoing |  |  |  |
| --- | --- | --- | --- | --- |
| of the Group’s framework for financial, | improvements to the processes and | In 2021 the Committee oversaw the | As part of the onboarding process in 2021, | Cyber threats are continuing to |
| compliance and operating internal controls. | controls within the BSC, and their increasing | design and implementation of | the Committee asked PwC to undertake a | increase in both number and |
| The Governance Report within this 2022 | use of third‑party tools and data analytics to | improvements to ITV’s financial | review of a number of financial systems | sophistication with state actors and |
| Annual Report provides many examples of | proactively monitor fraud risk. Plans to | reporting controls framework. The | that highlighted considerable technology | criminal organisations teaming up to |
| how the Board monitors the effectiveness | further develop the fraud risk management | core components of the controls | control gaps. A Head of Technology GRC was | deliver attacks aimed at disruption, |
| of the internal operating controls – for | framework across the Group were also | operating model include performing | appointed in early 2022 and together with | extortion and manipulation of |
| example, please see the Non‑Financial and | discussed and guided by the Committee. | annual scoping and risk assessments | her team (a newly created function and | behaviours. The Committee is aware |
| Sustainability Information Statement on |  | (define), design and implementation | team) was given responsibility for reviewing | that ITV has a unique range of factors |
| pages69 and 70. | Given the key risks and impact that | of the financial reporting controls | the IT Risk and Controls framework covering | that impact how management focuses |
|  | significant change programmes continue | framework and associated policies | core IT areas – change management, access | on cyber and enables the future |
| Throughout 2022, on behalf of the Board, | tohave on ITV’s control environment, the | (optimise), delivery of focused training | management, incident and problem | business strategy whilst managing the |
| the Committee has continued to review the | Committee has received regular updates | sessions and communications to | management, computer operations, | immediate risks by reducing |
| Group’s compliance policies, procedures, | from management and assurance from | further enhance the risk and controls | information and network security and | dependence on legacy systems, build |
| global monitoring activities, business risk | specific internal audits on key projects. | culture (embed) and finally leveraging | third‑party management. | security into the delivery of ITV’s More |
| assessment plans and results. For | TheCommittee was pleased that the | technology to facilitate real‑time |  | Than TV strategy and create a cyber |
| example, the Committee received updates | Transformation Operations Director’s | monitoring and testing (assure). In | During 2022 the Committee received | culture that provides consistent |
| on the financial and IT control | Office (TODO) was set up in June 2022, | 2022 the focus was on completion of | regular in‑depth reports on the steps being | defence over a devolved organisation. |
| environments, fraud risk effectiveness, | bringing a focus on operational issues | the embed and assure stage by | taken to improve and mature the internal |  |
| cyber security, data privacy, compliance | andreducing risk involved in a number | strengthening ITV’s monitoring and | control environment, the plans to build an | With the increased focus on IT Controls |
| programme and crisis management and | ofsignificant and costly transformation | testing approach to financial controls. | IT General Controls capability in ITV and | and on making sure development is |
| business continuity. | activities across the Group. The | This has resulted in a significant | mature the internal control environment | focused in the areas of greatest risk, |
|  | programmes being monitored by TODO | increase in opportunities to introduce | across our IT estate, which should result in | management is seeking to baseline the |
| The Committee also supports the Board in | include Content Supply transformation | control automation as part of the ITV | a more proactive approach being adopted | Group’s capability and identify areas for |
| assessing the effectiveness of the | toenable delivery of an efficient, effective | Together programme. | to identifying and managing IT risks. | targeted further improvement to assess |
| framework in respect of financial controls. | and future‑proofed supply chain to manage |  |  | the maturity of ITV’s cyber controls. This |
| The primary responsibility for the operation | content and data from source to screen; | The plan is to continue to deliver ITV’s | The Committee understands that the IT | includes the continuous evaluation of |
| of the framework for internal control is | ITV Enterprise, combining work streams | controls operating model and evolve | estate is vast and complex, thereby | strengths and weaknesses of the cyber |
| delegated to management. The framework | forITV Together, Rights Transformation | its monitoring and testing capabilities | supporting the risk‑based approach that is | processes, and their ability to |
| can only provide reasonable and not | andContent and Sales transformation; | using data‑driven approaches and | being taken, starting with key UK finance | consistently and continuously manage |
| absolute assurance against material | thelaunch of ITVX; and Commercial | scaling analytics. As the internationals | and critical digital systems, such as ITVX | the cyber risk and contribute to the ITV |
| misstatement or loss. Key control | Transformation, evolving our video on | and UK labels are brought onto the | and Planet V, and then moving to other | Strategy. The Committee has received |
| procedures are designed to manage rather | demand and linear advertising sales | Oracle Fusion solution through ITV | global areas of the Group. The aim is to | regular updates and is pleased with the |
| than eliminate risk. | systems and process. Given the global | Together, management will drive | continuously and consistently identify, | progress being made by the Cyber team. |
|  | scope and magnitude of these | efficiencies in their testing approach, | collate and assess technology risks and |  |
| The Committee is satisfied that the | programmes, the Committee has provided | through standard processes and | ensure there are adequate mitigations in | The Committee notes the aim to agree |
| Group’sinternal financial controls operated | strong governance and robust challenge to | controls, alongside access to the | place for each in line with risk appetite. | a target maturity level that ensures ITV |
| effectively throughout the year. This was | support management in their delivery. In | relevant testing data in standardised | TheCommittee was pleased to note that | is well placed within its sector and that |
| principally based on a programme of | 2023, the Committee intends to continue | formats from Oracle Fusion, together | the IT GRC team had engaged with major | aligns with the recent cloud governance |
| internal audit reviews, monthly Group | with focused bi‑annual sessions with the | with the reliance on automation due to | transformational programmes, such as ITV | activity, the data strategy, and supports |
| review of subsidiary balance sheets, | programme sponsors and leadership team. | the Global Design. | Together and ITVX from the outset of these | future investment activity. The Group |
| andindependent review of monthly |  |  | programmes, to proactively identify risks | has adopted the internationally |
| management self‑assessments submitted |  | The Committee Chair met regularly | and incorporate controls effectively. | recognised NIST cybersecurity maturity |
| by subsidiary companies. During 2022 |  | with management and the Financial |  | framework and the Committee is |
| theCommittee was also presented with |  | Governance and Compliance team | The Committee was pleased with the | supportive of the cyber team using this |
| observations following second line reviews |  | toreceive more detailed updates on | progress made and supportive of the | internationally recognised standard in |
| conducted by the Financial Governance |  | the control operating model | defined target control maturity level 3 for | the development of ITV’s approach. |
| and Compliance team across a sample |  | implementation and to ensure that | the Group, taking into account the industry, |  |
| ofStudios, Labels and Business Service |  | the Committee’s key concerns were | size and culture, organisation’s assets, |  |
| Centre (‘BSC’) controls, with a particular |  | being appropriately addressed. The | andtype of data handled. As technology |  |
| focus on fraud controls. This new |  | Committee also received a deep‑dive | control activities ramp up, the team has |  |
| management reporting capability |  | session on progress and future plans | demonstrated the importance of |  |
| providedthe Committee the opportunity |  | and was pleased with the progress | establishing a clear GRC strategy with |  |
| toincrease scope of its own review and |  | made by management and the plans | well‑defined accountabilities and |  |
| obtain additional visibility over the |  | to continue enhancing the financial | responsibilities, roadmap and approach |  |
| effectiveness of internal controls during |  | controls across the Group, which the | foreach area – including the incorporation of |  |
| the year, particularly those not covered |  | Committee will closely monitor | internal control reporting requirements. |  |
| inthe Internal Audit plan. In addition, |  | during2023. | Through regular updates in 2023 the |  |
| theCommittee was able to take into |  |  | Committee will continue to monitor this area |  |
| consideration the results of a suite of |  |  | to ensure it aligns fully with the emerging |  |
| automated analytics that enable |  |  | requirements from the BEIS consultation. |  |

monitoring of financial transactions
acrossGroup systems and monthly
exceptions management.
132 ITV plc Annual Report and Accounts 2022
GOVERNANCE AUDIT AND RISK COMMITTEE REPORT CONTINUED
### Speaking Up
The Committee received updates on the
### Internal Financial Controls Internal Technology Controls Cyber security
continuing programme to drive awareness

| In 2021 the Committee oversaw the | As part of the onboarding process in 2021, | Cyber threats are continuing to | and communications on Speaking Up. The |
| --- | --- | --- | --- |
| design and implementation of | the Committee asked PwC to undertake a | increase in both number and | Board received regular detailed reports on |
| improvements to ITV’s financial | review of a number of financial systems | sophistication with state actors and | issues raised during 2022 via Safecall, the |
| reporting controls framework. The | that highlighted considerable technology | criminal organisations teaming up to | independent whistleblowing facility, and |
| core components of the controls | control gaps. A Head of Technology GRC was | deliver attacks aimed at disruption, | other complaint notification channels |
| operating model include performing | appointed in early 2022 and together with | extortion and manipulation of | available within ITV, with the Committee |
| annual scoping and risk assessments | her team (a newly created function and | behaviours. The Committee is aware | receiving an overview summary for the year, |
| (define), design and implementation | team) was given responsibility for reviewing | that ITV has a unique range of factors | which included an assessment of any |
| of the financial reporting controls | the IT Risk and Controls framework covering | that impact how management focuses | identified trends in complaints, the nature |
| framework and associated policies | core IT areas – change management, access | on cyber and enables the future | ofany noteworthy allegations, the corrective |
| (optimise), delivery of focused training | management, incident and problem | business strategy whilst managing the | measures implemented to address |
| sessions and communications to | management, computer operations, | immediate risks by reducing | substantiated complaints, and the process |
| further enhance the risk and controls | information and network security and | dependence on legacy systems, build | applied to triage and correctly investigate |
| culture (embed) and finally leveraging | third‑party management. | security into the delivery of ITV’s More | complaints. The Committee also considered |
| technology to facilitate real‑time |  | Than TV strategy and create a cyber | the actions taken by management as a |
| monitoring and testing (assure). In | During 2022 the Committee received | culture that provides consistent | result of the investigations’ conclusions |
| 2022 the focus was on completion of | regular in‑depth reports on the steps being | defence over a devolved organisation. | andrecommended additional actions where |
| the embed and assure stage by | taken to improve and mature the internal |  | appropriate, overseeing the investigation |
| strengthening ITV’s monitoring and | control environment, the plans to build an | With the increased focus on IT Controls | ofall significant issues reported. |
| testing approach to financial controls. | IT General Controls capability in ITV and | and on making sure development is |  |
| This has resulted in a significant | mature the internal control environment | focused in the areas of greatest risk, | The Committee received updates on the |
| increase in opportunities to introduce | across our IT estate, which should result in | management is seeking to baseline the | status of ITV’s awareness campaign that |
| control automation as part of the ITV | a more proactive approach being adopted | Group’s capability and identify areas for | launched in September 2022, alongside an |
| Together programme. | to identifying and managing IT risks. | targeted further improvement to assess | internal audit, the results of which highlight |
|  |  | the maturity of ITV’s cyber controls. This | the need to drive continued awareness and |
| The plan is to continue to deliver ITV’s | The Committee understands that the IT | includes the continuous evaluation of | focused training in this area to ensure that |
| controls operating model and evolve | estate is vast and complex, thereby | strengths and weaknesses of the cyber | communications are effective. |
| its monitoring and testing capabilities | supporting the risk‑based approach that is | processes, and their ability to |  |
| using data‑driven approaches and | being taken, starting with key UK finance | consistently and continuously manage | Taking into consideration the Committee’s |
| scaling analytics. As the internationals | and critical digital systems, such as ITVX | the cyber risk and contribute to the ITV | recommendations, during 2023 there will |
| and UK labels are brought onto the | and Planet V, and then moving to other | Strategy. The Committee has received | be a more targeted approach to training for |
| Oracle Fusion solution through ITV | global areas of the Group. The aim is to | regular updates and is pleased with the | different parts of the business. |
| Together, management will drive | continuously and consistently identify, | progress being made by the Cyber team. |  |
| efficiencies in their testing approach, | collate and assess technology risks and |  |  |
| through standard processes and | ensure there are adequate mitigations in | The Committee notes the aim to agree |  |
| controls, alongside access to the | place for each in line with risk appetite. | a target maturity level that ensures ITV |  |
| relevant testing data in standardised | TheCommittee was pleased to note that | is well placed within its sector and that |  |
| formats from Oracle Fusion, together | the IT GRC team had engaged with major | aligns with the recent cloud governance |  |
| with the reliance on automation due to | transformational programmes, such as ITV | activity, the data strategy, and supports |  |
| the Global Design. | Together and ITVX from the outset of these | future investment activity. The Group |  |
|  | programmes, to proactively identify risks | has adopted the internationally |  |
| The Committee Chair met regularly | and incorporate controls effectively. | recognised NIST cybersecurity maturity |  |
| with management and the Financial |  | framework and the Committee is |  |
| Governance and Compliance team | The Committee was pleased with the | supportive of the cyber team using this |  |
| toreceive more detailed updates on | progress made and supportive of the | internationally recognised standard in |  |
| the control operating model | defined target control maturity level 3 for | the development of ITV’s approach. |  |
| implementation and to ensure that | the Group, taking into account the industry, |  |  |
| the Committee’s key concerns were | size and culture, organisation’s assets, |  |  |
| being appropriately addressed. The | andtype of data handled. As technology |  |  |
| Committee also received a deep‑dive | control activities ramp up, the team has |  |  |
| session on progress and future plans | demonstrated the importance of |  |  |
| and was pleased with the progress | establishing a clear GRC strategy with |  |  |
| made by management and the plans | well‑defined accountabilities and |  |  |
| to continue enhancing the financial | responsibilities, roadmap and approach |  |  |
| controls across the Group, which the | foreach area – including the incorporation of |  |  |
| Committee will closely monitor | internal control reporting requirements. |  |  |
| during2023. | Through regular updates in 2023 the |  |  |

Committee will continue to monitor this area
to ensure it aligns fully with the emerging
requirements from the BEIS consultation.
ITV plc Annual Report and Accounts 2022 133
GOVERNANCE AUDIT AND RISK COMMITTEE REPORT CONTINUED
### Climate‑related governance
Our role Items covered
Review of ITV’s global environmental and climate risk mitigation strategy, Reviewed:
targets, progress and reporting in line with the Task Force on • Methodology and internal quality assurance processes over
Climate‑related Financial Disclosures (TCFD) and other environmental Greenhouse Gas (GHG) emissions reporting
reporting requirements. • Progress towards reporting against the TCFD framework, including ITV
climate scenario analysis and consequential risks and impact (including
Assessing the integrity of the targets and data included in the reporting
financial)
and obtaining appropriate assurance on its completeness,
• Roadmap to achieve Net Zero and other environmental commitments
reasonableness and accuracy.
and targets

| Climate‑related governance | The Committee noted the significant | The Committee is encouraged by the |
| --- | --- | --- |
| The Committee plays a key role in the | improvements in the management of | significant progress made by management |
| governance of climate‑related risks and | environmental targets and climate‑related | to meet the minimum requirements for |
| opportunities and the Group’s compliance | risks and opportunities and the progress | TCFD disclosures, and in starting to deliver |
| with environmental and climate risk | made to enhance the approach and to | against ITV’s ambitious environmental |
| relatedregulatory reporting requirements. | strengthen the quality of reporting. | targets. The Committee will continue to |
| During 2022 the Committee discussed |  | monitor progress to enhance TCFD and all |
| progress in respect of the Group’s strategy | The Committee also reviewed the | related environmental reporting and ensure |
| for enhanced compliance with TCFD. | methodology and internal quality | that robust plans and roadmaps are in |
| Management briefed the Committee on | assurance processes over GHG emissions | place to meet the commitments and |
| progress in further embedding climate | reporting, following the implementation | targets provided. A key area of focus for the |
| action, risks and opportunities into the | ofa new environmental reporting system | Committee during 2023 will be ensuring the |
| running of the business, providing a base | across ITV, and the results of the | Company continues to respond |
| for the planned development of a robust | independent limited assurance provided | appropriately to the rapidly changing and |
| Climate Transition Plan in 2023 and the | over carbon footprint data. | new regulations and reporting |
| steps taken to enhance ITV’s alignment |  | requirements, extending the limited |
| tothe TCFD criteria and related disclosures. |  | assurance to a wider set of indicators and |
| This included appointing EcoAct as ITV’s |  | agreeing with management a timeline for |
| sustainability partner to advise and |  | upgrading to reasonable assurance. |

undertake a gap analysis assessment
ofITV’s 2021 report against the TCFD
recommendations and best practice and,
inreviewing the FRC’s TCFD guidance
published in July, highlighted areas
forimprovement.
### Internal audit
Our role Items covered
• Monitor and review the effectiveness and independence of the internal • Oversaw the transition from Deloitte to EY as internal auditor from
audit function 1April 2022
• Review and approve the internal audit plan and monitor its • Performed an assessment of internal audit independence and
implementation, approving any amendments to the plan effectiveness
• Review the continued appropriateness of the outsourcing of the internal • Approved the 2022 and 2023 internal audit plan
audit function, oversee the tendering of the internal audit contract and • Review of reports from the internal auditor, including a review of activity,
approve the appointment of the internal auditor and the remuneration key conclusions and recommendations arising from audits, status
and terms of engagement reports on action plans and regulatory and programme compliance
• Annual review of risk acceptance of audit findings
• Meeting regularly with the internal auditor in the absence of
management

| Our internal auditor | that independence and objectivity is | The effectiveness of the internal audit is |
| --- | --- | --- |
| As Deloitte had been ITV’s internal auditor | retained along with the development of an | assessed over the year using a number of |
| for a number of years a competitive tender | appropriate audit plan for 2023. | measures, including the Committee’s |
| process for internal audit services was |  | private sessions with the internal audit |
| undertaken in 2021 resulting in the | The Committee continues to support ITV’s | partners, reports from internal audit on the |
| appointment by the Committee of EY from | current model of a fully outsourced internal | development and delivery of the internal |
| April 2022. A focus for the Committee in | audit function, which allows best practice in | audit plan, communication of results of |
| 2022 has been the successful transition | terms of risk‑based approach and auditing | reviews performed and the completion of |
| from Deloitte to EY as the internal audit | techniques, continuous robust and | agreed actions arising from reviews. The |
| provider, to ensure continued confidence in | independent challenge, and the use of | Committee also undertook a focused |
| an effective internal audit service; | specialists in high‑risk areas and across the | review of the effectiveness of EY as internal |
| completion of the 2022 internal audit plan, | various geographies. The Committee kept | auditor, which included a private discussion |
| adapted to reflect new areas of concern or | under review the internal audit relationship | between the Committee members and |
| risk (e.g. audit of ITVX development and | with Deloitte for the first quarter and EY for | Group CFO & COO (who also represented |
| implementation plans and progress); and | the remainder of 2022, and the procedures | management’s views on the quality of the |
|  | to ensure that appropriate independence of | internal audit provision). The discussion |
|  | the internal audit function is maintained. | was guided by a series of questions |

134 ITV plc Annual Report and Accounts 2022
GOVERNANCE AUDIT AND RISK COMMITTEE REPORT CONTINUED

| circulated by the Committee Chair, which | Prior to the start of the year, the Committee | provides the Committee (and therefore the |
| --- | --- | --- |
| included internal auditor independence | considered and approved the 2022 internal | Board) with valuable insight on the culture |
| andobjectivity, resourcing, involvement | audit plan for operational, financial and | across the Group and the reflection of the |
| inbusiness discussions on risk, and | technology controls, which was structured | Group’s values by management and other |
| communications between the internal | to align with ITV’s strategic drivers and | employees. A cultural assessment is |
| auditor and the Committee. Having | principal risks. During 2022, 15 internal | routinely incorporated in audit ratings. |
| carefully considered the findings arising | audits were carried out (with nine |  |
| from the deliberations and measures | completed and six that were reported to | The Committee is satisfied that, during |
| described above, the Committee | the Committee in February 2023) covering, | 2022, delivery of the approved internal |
| concluded that overall it was pleased with | amongst other areas and controls; certain | audit strategy and plan provided timely |
| the quality and insight provided by the | aspects of addressable advertising and the | andappropriate assurance on the |
| internal audits completed, particularly the | Planet V multi broadcaster platform; two | effectiveness of controls in place to |
| specialist audits, however, noted a need to | audits covering pre‑launch progress and | successfully manage relevant Group |
| ensure greater consistency in the quality of | potential risks of ITVX development; | principal risks. The 2023 audit plan |
| all audits; recommendations are practical | operational readiness for the Qatar World | includesaudits related to enterprise |
| and pragmatic; and improve timeliness in | Cup broadcasting; Data Centre migration, | resilience and crisis management, child |
| closing‑out audits and reporting findings | design and operating effectiveness of | safeguarding, data strategy progress, the |
| tomanagement and the Committee. In | certain Diversity and Inclusion policies and | technology operating model and the TODO |
| reaching this conclusion the Committee | practices, including compliance risk. The | and dependency management. |
| acknowledged that EY were still | internal audits performed provided |  |
| familiarising itself with the various | assurance over areas deemed to be of |  |
| businesses of the Group and that the | greater risk and relative importance to the |  |
| auditor was independent of management. | Group in 2022. The internal auditor also |  |

### External auditor
Our role Items covered
• Oversee the relationship with the external auditor • Meeting with the external auditor in the absence of management
• Review the quality and effectiveness of the external audit, including • PwC’s reports on the H1 review and FY22 audit progress, conclusions
approval of the annual audit plan, and the procedures and controls and findings
designed to ensure auditor independence and objectiveness • Auditor opinion on FY22 financial statements
• Review and make recommendations to the Board on the tendering of the • Recommendation to reappoint PwC at 2023 AGM
external audit contract, and the appointment, remuneration and terms • Approval of non‑audit services policy
of engagement of the external auditor • Approval of 2022 audit fee proposal
• Review, challenge and subsequent approval of H1 review and FY22 audit
strategy/plans
• Consideration of the ongoing independence of the external auditor and
the evidence of quality and effectiveness in the delivery of the audit
• Review outcome for 2021 external audit quality indicators (AQIs), setting
of the 2022 AQI measures and subsequent consideration and
monitoring of performance against these, including post the FY22 audit

| External audit effectiveness | Committee agreed were most useful in | Following discussion and challenge, the |
| --- | --- | --- |
| andquality | the assessment of audit quality, a priority | Committee agreed the methodology |
| The Committee is cognisant of the fact | for the Committee. Using these AQIs, a | adopted for determining materiality and |
| thatassessing external audit quality is | number of milestones were agreed with | the scope of the audit, including the |
| akey responsibility within its remit which | PwC for the 2022 audit that would enable | Plimsoll acquisition and the additional |
| stakeholders look to the Committee to | the Committee to assess that the | risks arising from the changing macro‑ |
| discharge. Set out below are the specific | process was on track and identify when | environment. Following discussion and |
| areas which the Committee focused on | disruptions had occurred. We received | challenge, the Committee agreed the |
| inassessing audit quality, including | regular updates from PwC on progress | methodology behind the additional audit |
| relevant outcomes: | against these milestones, understanding | scope required as a consequence of |
|  | why certain milestones had not been | ISA315. |
| • Identification of Audit Quality | met, and were pleased with the progress |  |

• Auditor’s reporting (written and verbal)
Indicators (AQIs): In 2021, the FRC made. A final review of the performance
to the Committee: The Committee
invited the Committee to participate in of the AQIs against the target for 2022
reviewed the effectiveness of the audit
aproject to pilot engagement level audit will be undertaken in May 2023, in light of
throughout the year, taking into account
quality indicators (AQIs). Through the the final stages of the 2022 audit.
(amongst other things) the delivery of the
pilot with PwC, ten AQIs were identified
• Audit plan and strategy: The Committee approved audit strategy, approach to
(and submitted to the FRC) that
discussed PwC’s detailed audit plan and adjusting the audit to reflect changes in
contributed most to our overall
strategy, including the intended scope of risk assessment during the year and
assessment of external audit
the audit, identification of significant and insight and robust challenge around the
effectiveness. The outcome of these
elevated audit risks, the level of key accounting judgements and in
AQIs for 2021 was assessed in May,
materiality proposed and the principles dealing with management.
providing the Committee with additional
of PwC’s centrally directed audit
assurance regarding the effectiveness • Interaction with auditor: The numerous
approach. Many elements of the audit
and quality of the 2021 external audit interactions with the auditor provided
plan approach remained consistent with
andagreement with management and theCommittee with an insight into the
the 2021 audit, and the Committee
PwC that the adoption of AQIs was a quality of the audit process and the
welcomed the plan to enhance the focus
meaningful and valuable tool for all auditleadership team, and with the
on utilising data‑enabled auditing
parties concerned. From the ten 2021 opportunity to assess the auditor’s
approaches to maximise efficiencies and
AQIs, five were selected that the challenge of management’s views.
insight from the auditor’s testing.
ITV plc Annual Report and Accounts 2022 135
GOVERNANCE AUDIT AND RISK COMMITTEE REPORT CONTINUED

| TheCommittee noted that PwC | Audit tender and rotation | Committee conclusions and |
| --- | --- | --- |
| challenged management robustly on key | PwC were appointed the external auditor | confirmations |
| judgements and estimates, accounting | for ITV effective from 1 January 2021, | Fair, balanced and understandable |
| treatments and disclosures, for example | following a formal competitive tender | The Board is required to provide its opinion on |
| in relation to accounting policies to be | process, including seeking investor views | whether it considers that the Company’s |
| applied to different aspects of ITVX | and agreement. The current PwC lead audit | 2022 Annual Report and Accounts, taken as a |
| costs and revenues, treatment of | partner, Jonathan Lambert, has led the | whole, are fair, balanced and understandable, |
| exceptional costs related to the passing | audit since the beginning of PwC’s tenure at | and provide the information necessary for |
| of Her Majesty Queen Elizabeth II and the | ITV. The Company will put the external | shareholders to assess the Company’s |
| Box Clever provision. | audit contract out to public tender at least | position and performance, business model |
|  | every ten years and will seek the rotation of | and strategy. |

• The Committee also reviewed PwC’s 2022
the audit partner in line with regulation and
transparency report, particularly to
professional and ethical guidance. The Committee discussed the preparation
assess and understand firm‑wide
of the Company’s 2022 Annual Report and
mechanisms to support quality assurance
The Company confirms that it has complied Accounts with the Board. To support the
and AQIs to determine whether the firm’s
with the provisions of the CMA‘s Statutory Board in providing its opinion, the
culture and ethos supports the
Audit Services for Large Companies Market Committee considered the assigned
appropriate focus on audit quality.

|  | Investigation (Mandatory Use of Competitive | responsibilities for content and overall |
| --- | --- | --- |
| • Internal evaluation session: Drawing | Tender Processes and Audit Committee | cohesion and clarity of the Annual Report |
| the above assessments together, and | Responsibilities) Order 2014 for the | and Accounts and assessed the quality of |
| key to the determination of a high‑quality | financial year under review. | reporting through discussion with |
| audit, was an internal assessment |  | management and the external auditor. |
| session attended by the Committee | Independence and objectivity | Thisincluded ensuring that feedback from |
| members and the Group CFO & COO | In addition to the above assessment of the | stakeholders and other individuals had |
| regarding the external auditor. It was felt | effectiveness and quality of the audit, the | been addressed and that examples of best |
| a confidential and structured discussion, | Committee seeks to assess and ensure the | practice had carefully been considered in |
| rather than a questionnaire survey, would | objectivity and independence of the | the context of the Group. Specific areas |
| enable a more open evaluation. This | external auditor through: | ofchallenge included the presentation |
| session was informed by circulating in |  | ofexceptional items, the equal prominence |
| advance the themes to be covered in | • Focus on the assignment and rotation of | ofGAAP and non GAAP financial measures |
| themeeting, which included the audit’s | key personnel | within the front half of the Annual Report |
| planning and strategy, execution of the |  | and Accounts and the description of |

• The adequacy of audit resource

| agreed process and conclusion, team |  | goingconcern and viability statement |
| --- | --- | --- |
| performance and communications, | • The Policy on the Independence and | assumptions. |
| firm‑wide procedures (including | Objectivity of External Auditors (updated |  |
| resources, support and culture), and | in February 2023), which includes | The process included considering each |
| insights and reporting PwC shared with | restrictions on the provision of non‑audit | ofthe elements (fair, balanced and |
| the Committee. The Group CFO & COO’s | services and the hiring of former external | understandable) on an individual basis to |
| input to this session was informed by a | auditor employees. This policy is | ensure ITV’s reporting was comprehensive |
| prior meeting with relevant members of | available on the governance section of | in a clear and consistent way, and in |
| the finance team, and other teams, to | ITV’s website: www.itvplc.com/ | compliance with accounting standards and |
| ensure that feedback was obtained from | investors/governance/policies | regulatory and legal requirements and |
| all levels and divisions of the Group that |  | guidelines. The reviews carried out by |

Non‑audit services
interacted with PwC. The Committee internal functions within the Company and
In accordance with the Independence
spent time discussing the degree of independent reviewers were undertaken
andObjectivity of External Auditors policy,
challenge and robustness of approach with a view to ensuring that all material
in 2022, the Company incurred fees for
tothe audit. matters have been reflected in the
non‑audit services of approximately
Company’s 2022 Annual Report and
The assessments above enabled the £155,000 (2021: £155,000) which related
Accounts, and that they correctly reflect:
Committee to conclude in its evaluation principally to the review of the interim
session that PwC has continued to provide a financial information. For information
• The Company’s position and
high‑quality audit, which it conducted with onaudit fees see note 2.1 to the
performance as described on
great rigour and effective and constructive financialstatements.
pages28to43
challenge, including questioning key
accounting issues, and exercising • The Company’s business model as
professional scepticism in its challenge of described on pages22 and 23
management’s assumptions, judgements
• The Company’s strategy, as described on
and assertions. The Committee appreciated
pages20 and 21
in particular the quality of communications

| between the auditor and both management | Following its review, the Committee |
| --- | --- |
| and the Committee, the detailed risk‑based | advised the Board that the Company’s |
| planning (with clear explanations for any | Annual Report and Accounts for the year |
| subsequent deviations) and the structured, | ended 31December2022 were fair, |
| pragmatic approach to finding the right | balanced andunderstandable. |

solution, supported by the effective use of
PwC internal experts and specialists.
Following the Committee’s assessment
session, the Committee Chair and Group
CFO & COO informed the PwC lead audit
partner of the findings of the assessment
and further opportunities to enhance the
external audit process for 2023.
136 ITV plc Annual Report and Accounts 2022
GOVERNANCE REMUNERATION REPORT
## Remuneration Sharmila Nebhrajani
### Chair, Remuneration
## Report
### Committee
### Dear Shareholder The integration of the Studios acquisitions
### In this report
The Company delivered a robust set of has been smooth and the early
results for 2022, despite challenging performance of ITVX highly encouraging.
The purpose of this report is to set
economic headwinds and exceptional These strategic moves will bolster ITV’s
outfor shareholders the principles
levels of inflation. The business has sought global reputation in production, build our
and policy we apply to remuneration
to take a measured and thoughtful already powerful distribution arm and, via
for our Directors and to update you
approach to pay across the organisation in ITVX, give advertisers more reason to direct
onhow we have applied these for
this context, maintaining the performance UK media investment to ITV.
thefinancial year ended
link for executive remuneration whilst
31December2022. The report also
establishing special targeted actions and Recognising the importance of the ordinary
aims to demonstrate how our current
initiatives for employees, including two cost dividend for shareholders, the Board has
approach and our Remuneration
of living payments and enhanced wider proposed a final dividend of 3.3 pence,
Policy align with our strategy, support
workforce salary increases for 2023. giving a full year dividend of 5.0 pence per
the retention of key talent and reward
Further details are set out below. share for 2022.
them for strong performance.
### Performance in the year A responsible approach to pay
Read more

|  | At the start of the year there was | Over many years, the Remuneration |
| --- | --- | --- |
| Remuneration overview | considerable uncertainty regarding | Committee has sought to take a measured |
| (from page139) | marketconditions for 2022. The evolving | approach to executive pay. This was evident |
|  | geo‑political environment, forecasts of a | in our proactive response to the COVID‑19 |

Remuneration across the Company
(from page141) global recession and the potential impact pandemic in 2020, when the Management
on the advertising market meant that there Board voluntarily cancelled the bonus
Annual Report on Remuneration
were significant downside risks for entirely and the plc and Management
(from page143)

|  | performance in the year and challenging | Boards voluntarily reduced salary and fees |
| --- | --- | --- |
| Remuneration Policy application in 2022 | year on year comparatives given record | by 20% for seven months. The Committee |
| (from page143) | advertising revenues in the prior year. | has also exercised discretion to scale back |

incentives on multiple occasions. As Chair, I
Remuneration Policy application in 2023
Despite these risks, Group revenues were will continue to advocate for remuneration
(from page147)

|  | £3,728 million in 2022, up £275 million from | decisions that are reflective of the |
| --- | --- | --- |
| Other disclosures | 2021. ITV also achieved adjusted EBITA of | stakeholder context and attentive to |
| (from page152) | £717 million, which significantly exceeded | commercial needs. |

expectations at the start of the year.

| Although down 12% on the prior year, this | The economic backdrop has created a |
| --- | --- |
| outcome was delivered alongside increased | challenge for many of our employees. The |
| investment in content and the launch of | exceptional levels of inflation observed in |
| ITVX towards the end of the year. The | the UK during 2022 has disproportionately |
| business also delivered strong revenue | impacted the lowest paid. During the year, |
| performance in our two growth engines– | the Committee was pleased to see the |
| Studios and Media & Entertainment | business prioritised supporting our |
| delivering digital revenue growth of 19% | workforce through this incredibly difficult |
| and 18% respectively. | economic environment. Further details are |

provided on page 141. The Committee was

| During the year we completed the | pleased to see a payment of £2,000 to low |
| --- | --- |
| acquisition of two highly acclaimed | and middle‑earning employees, payable in |
| production businesses and, in Q4, launched | two tranches in October2022 and |
| ITVX, an all new streaming service to | January2023. |

combine ITVHub, ITVHub+ and BritBox UK
with ad‑funded and ad‑free tiers.
ITV plc Annual Report and Accounts 2022 137
GOVERNANCE REMUNERATION REPORT CONTINUED

| Like many businesses, we have budgeted | The Committee therefore awarded a bonus | 2022 AGM |
| --- | --- | --- |
| higher than normal employee salary | of 81.72% of maximum to both directors. | Although the Company received positive |
| increases for 2023, reflecting both the | The Committee considered this outcome | voting recommendations from the most |
| inflationary environment and talent market | by reviewing the performance and progress | influential proxy voting agencies ahead of |
| trends. Salary increases are scaled based | made against the Group’s strategic | the 2022 AGM, there was a notable minority |
| on seniority and pay levels, so that higher | priorities during the year. The Committee | of investors who did not support the |
| increases of 6% were awarded to | also noted that profit targets were | advisory vote on the Remuneration Report. |
| employees at lower pay levels, while | achieved, whilst the business also opted to | It was apparent that concerns mainly |
| increases for the most senior employees | make sizeable, unbudgeted payments to | related to the structure of the Restricted |
| were capped at 4%. | support our workforce. | Share Plan that was approved by 92% of |

investors at the AGM in2021.

| ITV remains committed to ensuring all | Full details on the targets set and |  |
| --- | --- | --- |
| colleagues earn at least the real Living | performance achieved are included on | Over recent years the Remuneration |
| Wage and following the early | pages 144 to 145. One‑third of the bonus | Committee has engaged with investors and |
| announcement of new rates in 2022, we | will be deferred into shares further | often adapted our approach in response to |
| passed these increases on to employees | strengthening management’s alignment | investor feedback. We recognise that |
| from the following month. | with shareholders. | executive pay can attract divergent views |

but we remain committed to continued

| On a combined basis, the financial value of | The 2020 LTIP award was based on total | dialogue with our investors, seeking to |
| --- | --- | --- |
| the support provided was equivalent to up | non‑advertising revenues (40%), relative | explain our proposals and identify |
| to 20% of an employee’s salary, helping | Total Shareholder Return (TSR) against | consensus where possible. |
| with the undoubted pressure many | FTSE 350 UK‑focused companies (20%), |  |
| households are currently facing. | adjusted EPS (20%), ITV Family Share of | Looking ahead to 2023 |
|  | Viewing (SOV) (10%) and Online Viewing | No major changes to our approach to |
| In addition to its gender pay gap data, ITV | (10%). It was noted that the financial | executive pay are proposed for the coming |
| has voluntarily published its ethnicity pay | targets for this award were broadly agreed | year. As noted above, salary increases were |
| gap information since 2018, one of only a | before the onset of the pandemic. Based | weighted towards colleagues in lower |
| small number of FTSE companies to do so. | onperformance against targets set at | paying roles. The Committee has approved |
| The Company has also been calculating its | thestart of the three year period, the | a 4% salary increase for the Chief Executive |
| disability and LGBTQ+ pay gaps since 2020, | overall vesting for this award was 38.96% | and Group CFO & COO for 2023, which is |
| and is voluntarily publishing this | ofmaximum. | aligned with other senior executives, but is |
| information for the first time in 2023 in the |  | lower than the 5% or 6% increase awarded |
| spirit of greater transparency. | The 2020 LTIP award was granted when | to the majority of employees. |

there was considerable volatility in the

| Incentive outcomes for 2022 | market. The Committee was mindful of | The performance measures and weightings |
| --- | --- | --- |
| The 2022 annual bonus was based on | ‘windfall gains’ and used the 30‑day average | for the 2023 annual bonus will be |
| adjusted EBITA (60%), cash conversion | share price as the basis on which awards | unchanged from 2022. The targets that will |
| (10%), personal and strategic targets | were granted. This effectively resulted in a | apply for the 2023 annual bonus are |
| (20%),as well as a scorecard of ESG | 17% reduction to the face value of awards. | commercially sensitive and will be |
| priorities(10%). | Given the upfront adjustment, and recent | retrospectively disclosed in next year’s |
|  | share price performance, the Committee | report. As in prior years, the targets have |
| The adjusted EBITA and cash conversion | concluded that no further adjustment is | been set taking into account internal and |
| target ranges were set to be realistic but | necessary. The vested award is subject to a | external forecasts for company and market |
| highly stretching, considering forecasts of | two year holding period. The 2020 award | performance and continued strategic |
| significant downside risks for the | marks the final award made under the legacy | investments planned for 2023. |
| advertising market and planned strategic | LTIP plan, which was replaced by our |  |
| investments at the outset of the year. | Restricted Shares model in 2021. | In 2023, we will also be reviewing our |

Remuneration Policy ahead of seeking

| As noted above, in 2022 the business | The Committee is also pleased to note that | renewal of the policy at the 2024 AGM |
| --- | --- | --- |
| significantly outperformed expectations. | the directors have sizeable interests in ITV | under the normal three year renewal cycle. |
| The delivery of streaming and digital | shares in excess of their required holding. | As part of this review process, we will be |
| revenues of £411 million and ITV Studios | As a result, both have direct and personal | reviewing the effectiveness of the policy |
| revenue £2,096 million, as well as a | financial exposure to the movement in the | approved by shareholders in 2021, and we |
| continued focus on cost savings, meant the | share price. While share price movements | also intend to consult with major |
| adjusted EBITA result of £717 million was | in recent weeks have been positive, the | shareholders to ensure that their views are |
| towards the upper‑end of the target range. | Board remain conscious of the longer‑term | taken into account when formulating our |
| Despite delivery of free cash flow of | trend, shared with many other advertising‑ | approach to pay. I look forward to meeting |
| £280million, the stretching cash conversion | focused media businesses. The Board | with our shareholders and listening to these |
| target set at the start of the year was not | remain committed to the More Than TV | views in due course. |
| achieved, meaning that this element of the | strategy, which recognises the value of our |  |
| bonus did not pay out. This was largely due | operating model integrating a high value, | As a Committee, we remain resolute in |
| to the timing of delivery of shows in the US | international Studios business with the | taking a measured approach to pay and |
| and increased investment in ITVX. | UK’s leading commercial broadcast | hope this report provides clear and |
|  | platform, including our new ITVX streaming | transparent disclosure of our decision‑ |
| For 2022, we introduced an ESG scorecard | service. While there will inevitably be a | making. We hope that you will therefore |
| for the bonus, with targets linked to our | period of transition, we remain optimistic | support the remuneration resolution at |
| carbon footprint, the sustainability of our | that the long‑term share price has | theupcoming AGM. |
| UK productions and commissions and | significant upside which will better reflect |  |
| progress towards our diversity goals. We | the underlying value of the business. |  |

were pleased to see good progress against

| these objectives. Similarly, the successful | Sharmila Nebhrajani |
| --- | --- |
| execution of a number of strategic | Chair, Remuneration Committee |
| objectives in the year also contributed to | 2 March 2023 |

good performance against the Chief
Executive’s and Group CFO & COO’s
individual objectives.
138 ITV plc Annual Report and Accounts 2022
GOVERNANCE REMUNERATION REPORT CONTINUED
## Overview of Remuneration Policy 2022
### What did Executive Directors earn during 2022?
### Single figure remuneration at a glance
Total
Total £2,310,522
### Annual bonus Outcomes 2020 LTIP Outcome – legacy plan
Total of maximum 81.72%
(20% total) 6.49
93.7% 0% 65% 95% (20% total) 0.00
of max

|  |  | Total of maximum 81.72% |  | (40% total) | 21.47 |
| --- | --- | --- | --- | --- | --- |
|  |  |  | (10% total) |  | 8.15 |
| 93.7% | 0% 65% 95% |  |  |  |  |
| of max |  |  | (10% total) |  | 2.85 |

0% 50% 100%
EBITA Cash conversion ESG Personal target
(60% weighting (10% weighting) (10% weighting) (20% weighting)
Outcomes Vesting outcome
Carolyn McCall Chris Kennedy
## 38.96%
## 147% 135%
of maximum
of salary of salary
The award is subject to atwo year holding period
### Percentage of total opportunity Alignment with shareholders
Chris Kennedy Share ownership
Shareholding is a means by which the interests of the Executive
Directors are aligned with those of shareholders. As at 31 December
Fixed

|  | 100% |  |  |  | 100% | 2022 both directors had holdings in ITV that exceeded their respective |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  | Bonus |  |  |  | shareholding policy requirements – 400% of salary for Carolyn McCall |  |
| 21% |  | LTIP |  | 23% |  | and 225% of salary for Chris Kennedy. |  |
|  |  |  | 44% |  |  |  | 43.57 56.43 |

47%
402
32% 33%
82% 82% (400% of salary)
39%
39%
29.21 82.13
250
Total received of
66% maximum opportunity 67% (225% of salary)
Shares held beneficially Unvested restricted share awards not subject to
### Wider Workforce in 2022
Salary All employee bonus Cost of Living Pension Broad benefits
opportunity payments programme
Company
See page 142
## 3% £2,000 £1,000 contribution
increase opportunity in October 2022 of up to
increased from
Paid to all employees
## £1,750 9%
earning up to £75,000
Carolyn McCall
%
Carolyn McCall
% of maximum
Carolyn McCall Adjusted EPS
(up to 180% of salary)
TSR
Total non-ad revenue Chris Kennedy
Chris Kennedy
ITV Family SOV

| (up to 165% of salary) |  |  |  |  | ITV plc Annual Report and Accounts 2022 |  | 139 |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Carolyn McCall |  |  |  |  |  | £3,548,515 |  |
| Total received of Online viewing |  |  |  |  |  |  |  |
| Chris Kennedy maximum opportunity |  |  |  |  |  |  |  |
|  | Salary | performance conditions, accounted for on a net of tax basis | Benefits Pension Bonus Share awards Actual | Maximum |  |  |  |

GOVERNANCE REMUNERATION REPORT CONTINUED
## Overview of Remuneration Policy 2023
### How will executives be paid in 2023?
### Fixed Pay

| CEO salary: | Group CFO & COO salary: | • Salary increase of 4%. | • Benefits package | • Pension contributions of |
| --- | --- | --- | --- | --- |
|  |  | Increases for employees | remains unchanged – | 9% to align with the |
| £1,010,416 | £722,900 | range from 4% to 6%. | includes private medical | workforce pension |
|  |  |  | insurance and | contributions. |

car‑related benefit.
### Annual bonus
2023 bonus metrics – measure and support execution of the strategy
Cash element 2/3 total bonus Adjusted EBITA: Profitability
60%
of underlying business
Expand Studios globally
Deferral into shares for three years 1/3 total bonus Cash conversion: Effective
10%
cash generation
Optimise Broadcast

| • Cash element | • Deferred shares | • Both bonus |  |  |
| --- | --- | --- | --- | --- |
|  |  |  | 10% | ESG scorecard |
| Chief Executive: | Chief Executive: | elements subject |  |  |
| up to 120% of | up to 60% of | to malus and |  |  |

Supercharge Streaming
salary; Group CFO salary; Group CFO clawback
Individual strategic:
& COO: up to 110% & COO: up to 55% 20%
Deliver strategic priorities
of salary of salary
### Restricted shares
Successful execution of strategy ultimately reflected in the share price
Simple structure – aligns with strategy and shareholders
Released after five years
over the long term
• Annual grant: Chief Executive: up to 132.5% of salary; Group CFO
Retains key talent – aligned to global talent market and peer practices
& COO: upto112.5% of salary – 50% discount to previous LTIP
award level
Rewards strategic investment – delivery of long‑term sustainable
• Release of shares subject to performance underpin: assessed
performance, rather than short‑term gain
after year three – ability for Remuneration Committee to scale
back awards if the underpins are not met Reflective of dynamic and cyclical nature of sector and viewer
• Awards subject to malus and clawback behaviours, where business needs to remain agile and adapt
Focus on long‑term stewardship of the brand
### Shareholding guidelines
Guidelines apply in post, and extend beyond tenure • In‑post guideline – Chief Executive: 400% of salary/Group CFO & COO:
225% of salary
• Applies for two years following departure – Chief Executive: 265% of salary
and Group CFO & COO: 225% of salary
### Wider Workforce in 2023
Salary All employee bonus Cost of living Pension Broad benefits
opportunity payments programme
up to Company
See page 142

|  | £2,000 £1,000 |  | contribution ofup to |
| --- | --- | --- | --- |
| 6% |  | in January 2023 |  |
| increase |  |  | 9% |

Paid to all employees
earning up to £75,000
140 ITV plc Annual Report and Accounts 2022
# Remuneration across the Company

During the year the business was mindful of the impact of the macroeconomic environment on our employees. The high levels of inflation in the UK had a disproportionate impact on the lowest paid, and the business took this into account when making key decisions relating to pay.

# Supporting our employees in 2023

Continued to hold Living Wage accreditation - ITV has been accredited since 2014, being the first broadcaster to attain this accreditation

Made two separate cost of living payments to lower earning employees – an initial payment of £1,000 in October followed by a further payment of £1,000 in January 2023

Applied salary increases of up to 6% for 2023. Salary increases ranged from 4-6%, scaled based on seniority, with the higher increases focussed on employees at lower pay levels

Continued to offer a broad benefits programme

Continued to provide a pension with contributions from ITV of up to 9%

Paid a bonus of £2,000 to all employees who do not participate in the management bonus schemes

We have responded to the challenges facing our employees in relation to rising costs and inflation by providing support through our overall approach to workforce remuneration, with a particular focus on those lower earners in the business. We have taken a number of steps for our employees in the UK, including two cost of living payments of £1,000 each, which were paid to over 80% of employees, and an annual pay review increase in January 2023 of up to 6% based on salary level. Following the early announcement of the new voluntary Living Wage rates on 22 September 2022, we also passed these increases on to colleagues from 1 October. On a combined basis, the financial value of this support was equivalent to up to 20% of an employee's salary, as shown in the table below. Outside of the UK, any support was provided on a country-by-country basis, depending on the local situation.

Combined impact of Living Wage, Cost of Living payments & Annual Pay Review

|  Employee on UK Living Wage | 20.4%  |
| --- | --- |
|  Employee on London Living Wage | 17.4%  |
|  Employee with £30k FTE salary | 12.7%  |
|  Employee with £45k FTE salary | 9.4%  |
|  Employee with £60k FTE salary | 8.3%  |

Incentive arrangements across the Company are tailored based on the nature of the role. Bonuses operate on a wide basis across the Company and long-term share awards are offered to senior management. Being a great place to work is key to developing our culture. Pay is just one factor used to attract, retain and develop a talented and diverse workforce. More information on ITV's commitment to investing in and building a productive, creative and diverse workforce can be found on pages 51 to 53.

For 2022, a maximum bonus of £2,000 was paid to all employees who do not participate in the management bonus scheme. The cost of living support payments were unbudgeted for 2022. Therefore positive discretion was exercised in relation to the all employee bonus, to ensure that colleagues were not penalised by management's decision to take positive action in supporting the workforce.

The Committee has responsibility for ensuring effective engagement and alignment with the workforce in relation to remuneration and related policies and practices. When setting the policy for Directors' remuneration, the Committee considers the pay and employment conditions of employees to ensure fairness across the organisation. Although it does not consult directly with employees in respect of determining the Directors' Remuneration Policy, it receives general feedback from employees via the HR function as part of the output from the employee engagement survey and receives a report on employment practices across the Company. Edward Bonham Carter, as our designated Workforce Engagement Director, regularly attends Ambassador meetings in order to understand any views and concerns colleagues may have on these matters and is responsible for sharing these with the Committee – more information on this can be found on page 112. In December, the Chief People Officer participated in the annual Ambassador Q&A session to engage directly with employees on how the Committee's approach to executive remuneration aligns with wider Company pay practices. The members of the Ambassador network were invited to ask their own questions and also any from the employees they represent. Subjects discussed included the Company's approach to executive reward and also employee reward in general at ITV including, the 2023 pay review, Carolyn McCall's pension payments and the use of ESG targets for reward. A recording of the session was sent to all of the Ambassadors to share with their employee constituencies.

The approach to determining the compensation for employees globally follows the same principles as for our Executive Directors. The Committee considers data on pay trends and practices, such as gender and ethnicity pay gap information, and the Chief Executive to worker pay ratio. We offer competitive pay and career opportunities in order to attract the best talent. When determining compensation, local managers consider how the employee's pay compares to the local market alongside other factors, such as experience and sustained performance.

ITV plc Annual Report and Accounts 2022

11

RECOMMENDATION: REVIEW/REPORT CONTAINED
Cascade of remuneration through the organisation

The table below summarises how remuneration compares across the different groups of employees throughout the company.

# **Employees at all levels**

|  Element of pay | Description  |
| --- | --- |
|  **Base salary** | Salaries are reviewed annually, with Executive Directors normally receiving a salary increase in line with that received by the wider workforce. In 2022 there was an increase of 3% across ITV globally. In 2023 there was a tiered approach to the annual pay review based on salary level. Lower earners in the business received 6%, higher earners including the Executive Directors and Management Board received 4%, and all other employees received 5%. To help our employees manage with rising costs and inflation in the UK, we made two cost of living payments of £1,000 each, the first in October 2022 and the second in January 2023. Over 80% of UK employees received these payments. International support was provided on a country-by-country basis to reflect the local context. ITV has held the Living Wage accreditation since 2006 and was the first broadcaster to do so. We pay the London Living Wage in London and the Living Wage outside of London. This means that we pay everyone, from employees and apprentices to contractors and temporary workers, at least the hourly rate set independently and updated annually by the Living Wage Foundation, which is higher than the government's National Minimum Wage and National Living Wage rates. The new Living Wage rates were announced earlier than usual in September 2022. Although employers have until May 2023 to implement the new rates, we did so from 1 October for employees, third-party contractors and all new freelancer contracts to support our colleagues with the rising cost of living.  |
|  **Flexible benefits** | A range of benefits are available to all employees, providing financial security, encouraging a healthy and balanced lifestyle, and helping individuals make their pay go further. All employees receive the following benefits: - Five weeks holiday each year, plus bank holidays, and an extra two days after five years' service - Enhanced Company sick pay and family friendly policies, including maternity, paternity, adoption and shared parental leave - Income protection cover of 50% of salary - Life assurance cover of four times annual basic salary - Wellbeing benefits, including an annual wellbeing day, a range of digital health services and an Employee Assistance Programme (EAP) providing a confidential helpline and additional support There are also voluntary benefits available for employees to choose from, including the opportunity to buy up to six weeks' extra holiday, a Cycle to Work scheme, a salary sacrifice car benefit, gym membership, private healthcare and a health cash plan, which includes optional hospital treatment insurance. We continually look for opportunities to evolve our employee benefits in cost effective ways that support both the needs of the business and our diverse workforce.  |
|  **Pension** | Employees at all levels can participate in our pension arrangements. Eligible employees are invited to join the Defined Contribution Plan and can choose to make a core contribution between 3–6% of their pensionable earnings, which ITV will match and in addition pay a further 3% (i.e. up to 9% in total). A small number of senior executives have pension contributions paid into their personal pension or receive a cash allowance in lieu of contributions. Eligible employees are invited to join Jars, a voluntary benefit that helps employees to build up an emergency savings put that they can access at any time. The savings account is linked to their ITV pension, so once they've reached their savings target, their monthly savings switch to be paid into their pensions as an extra contribution – or they can choose to increase their savings target.  |
|  **Save As You Earn** | All eligible UK employees have the opportunity to benefit from ITV's long-term performance and share price growth by participating in the Save As You Earn plan. They can save up to £300 per month over a three or five year period to acquire shares in the Company at a 20% discount to the share price at the start of the savings period.  |
|  **Annual bonus – cash** | All ITV employees have an annual bonus opportunity which is based on a % of salary for senior roles and those in Sales, or the same maximum monetary value for all other employees. In 2022 the employee bonus opportunity was increased from £1,750 to £3,000, with the 2022 bonus paying out at £2,000. It was also decided to top up the 2021 bonus payment from £1,750 to the new maximum of £2,000.  |
|  **Senior Executives**  |   |
|  **Element** | **Summary of policy**  |
|  **Deferred Share Award Plan** | Senior Executives are required to defer one-third of their bonus into ITV shares for three years.  |
|  **Executive Share Plan** | Share-based awards are granted to selected senior leaders across the business which vest on the third anniversary of grant subject to the Committee's assessment of the underlying business underpin. Grant levels are generally expressed as a % of salary, with award levels linked to role and seniority. The detailed terms of operation vary by jurisdiction to reflect local market, legal and tax considerations. For Executive Directors any vested awards are subject to an additional two-year holding period.  |
|  **Shareholding guidelines** | The Executive Directors and other members of the Management Board, are subject to shareholding guidelines that align their interests with those of shareholders. The Executive Directors are also subject to post-cessation shareholding guidelines, aligning their interests to shareholders for two years after their employment with ITV ceases – see page 154.  |

12 ITV plc Annual Report and Accounts 2022
# Annual Report on Remuneration

The sections of the Annual Report on Remuneration that have been audited by PwC are the Executive Directors' single total figure of remuneration; the Non-executive Directors' remuneration; LTIP awards made in 2022; Outstanding interests in share plans; Payments to Past Directors; Payments for Loss of Office; and Directors' interests.

## Remuneration Policy application in 2022

The following section provides details of how the current Remuneration Policy was implemented in 2022.

### Executive Directors

The table below sets out in a single figure the total remuneration for both Executive Directors for the financial year.

|   | Notes | Carolyn McCall |   | Chris Kennedy  |   |
| --- | --- | --- | --- | --- | --- |
|   |   |  2022 £000 | 2021 £000 | 2022 £000 | 2021 £000  |
|  Salary |  | 971 | 843 | 695 | 675  |
|  Taxable benefits |  | 18 | 17 | 18 | 17  |
|  Pension |  | 146 | 142 | 62 | 61  |
|  Total fixed remuneration |  | 1,135 | 1,102 | 775 | 753  |
|  Annual incentive (Bonus – cash and shares) | 1 | 1,429 | 1,636 | 937 | 1,058  |
|  Long Term Incentive awards | 2.3 | 584 | 569 | 598 | 546  |
|  Total variable remuneration |  | 2,413 | 2,205 | 1,535 | 1,405  |
|  Total |  | 3,048 | 3,307 | 2,310 | 2,158  |

1. Two-thirds of the annual bonus is certified in cash and one-third is deferred into shares awarded under the ITV Deferred Share Award plan which automatically release on the first anniversary of the award, subject to continued employment.

2. The 2020 LTIP awards were subject to performance conditions may be set to 31 December 2022. The amount shown is the indicative vesting value using the average share price in Q4 of 2020 (75.87 pence). The awards will be set in April 2023, following a two-year holding period, they will become exercisable from April 2024. These awards were granted based on a share price of $5.85 pence. The actual price on the date of grant was $8.66 pence. Based on the price used to determine awards, the amount that is attributable to share price growth in £(3,507 for the Chief Executive and £3,303 for the Group CFO & CFO).

3. In the 2021 Annual Remuneration Report, the amount shown for share awards for both Executive Directors was the indicative vesting value of the 2018 LTIP award that was subject to performance conditions measured to 31 December 2021 using the average share price in Q4 2021 (112.48 pence). The figure shown in the table above represents the subsequent value received on the vesting date of 28 March 2021 using the share price on that date (85.12 pence). These awards are subject to a two-year holding period.

The aggregate emoluments for all Directors as required under Schedules 5 (SI 2008/460), is the total remuneration shown in the table above less share awards but including gains on exercise of options and amounts receivable under LTIPs, plus the total emolument figures for Non-executive Directors shown on page 146.

Further information in relation to each of the elements of remuneration for 2022 set out in the table above is detailed below. An explanation for 2021 is set out in detail in our 2021 Annual Report and Accounts which can be found on our website.

www.ltip2.com/investors

The Single Figure outcome has increased for the Chief Executive from £3,307k to £3,548k, while for the Group COO & CFO it has increased from £2,158k to £2,310k. Largely this is a result of the restatement of the 2021 single figure following the final vesting of the 2019 LTIP.

### Salary

As disclosed in last year's report, both Carolyn McCall and Chris Kennedy received a 3% salary increase for 2022 in line with the wider workforce. Carolyn McCall's salary was £971,554 and Chris Kennedy's salary was £695,096.

### Taxable benefits and pension

The benefits provided to the Executive Directors are the cost of private medical insurance and car-related benefits.

The Executive Directors were not part of an ITV pension scheme but receive a cash allowance in lieu of pension. ITV was a first mover in reducing executive pension levels. In 2017, the level for the Chief Executive was reduced from 25% of salary to 15% of salary (prior to the 2018 Corporate Governance Code (the Code) coming into force). In accordance with the Code the Committee determined that directors joining from 1 January 2019 would receive pension contributions in line with the wider employee group, therefore Chris Kennedy received a cash allowance in lieu of pension of 9% of salary. This is aligned with the maximum matching percentage amount payable to employees in the ITV Defined Contribution Pension plan, which is the pension scheme offered to the majority of Group employees. To bring Carolyn McCall in line with the policy and the wider employee group, her cash allowance was reduced to 9% from 1 January 2023.

FINANCIAL REPORT AND ACCOUNTS 2022

ITV plc Annual Report and Accounts 2022

15
GOVERNANCE REMUNERATION REPORT CONTINUED
### Annual Incentive – Bonus (cash and shares)
Annual incentives are provided to Executive Directors through the bonus, with one‑third of any award deferred into shares under the
Deferred Share Award Plan (DSA).
The performance measures and weightings for 2022 bonuses were broadly similar to previous years but with the addition of an element
linked to ESG performance. For 2022, 10% of the bonus pay out was assessed against a scorecard of ESG measures linked to our carbon
footprint, the sustainability of our UK productions and commissions and progress towards our diversity goals. The balance of the award
was linked to EBITA (60%), cash conversion (10%) and individual personal and strategic targets (20%).
The majority of the 2022 bonus (70%) was based on the achievement of corporate and financial targets, with bonus outcomes
determined in accordance with pre‑set target ranges. In line with the principles applied in previous years, the financial outcomes used for
the bonus are adjusted (both positively and negatively) for certain items, such as acquisitions and currency movements to ensure a fair
like‑for‑like comparison with the targets set at the start of the year.
As part of the assessment of performance, the Committee also undertook a holistic review of overall performance, to ensure that
outcomes were a fair reflection of the underlying business performance.
The corporate and financial targets applied for 2022, together with performance against those targets and the resulting level of bonus,
are set out in the table below.
The adjusted EBITA targets set at the start of the year reflected considerable uncertainty in the market. During the previous year, the
business had delivered a record result for advertising revenue; however the evolving geo‑political landscape resulted in many external
commentators forecasting an economic downturn and a potentially significant contraction in the wider advertising market. The target
ranges therefore needed to reflect these forecasts. The Company had also budgeted increased investment in both content and
technology. In recognition of the external headwinds, the Committee deliberately set a broad profit range, with targets at the upper‑end
requiring significant outperformance of expectations.
Performance required
Performance Pay‑out level
Performance measure Weighting 20% 50% 80% 100% achieved (% of maximum)
1
ITV adjusted EBITA 60% £578m £628m £678m £718m £705m 93.7
ITV cash conversion 10% 76% 80% – 85% 75% 0
1. The ITV EBITA outcome was adjusted for translational currency movements and acquisitions not accounted for in the original target, without these adjustments, the unadjusted
EBITA outcome was £717 million which would have resulted in a 99.5% pay‑out against this element.
2. For the all‑employee bonus, outcomes were adjusted to exclude the impact of the unbudgeted cost of living payments. This adjustment was not applied in relation to executive
directors.
The annual ESG targets applied for 2022, together with performance against those targets are set out below.
Social purpose goal Scorecard objectives Achievement
Net zero carbon Reduce absolute scope 1 and 2 GHG emissions controlled by The Scope 1 and 2 GHG emissions have reduced by 36% from
1
emissions ITV by 12.6% by the end of 2022 from a 2019 base year 2019 to the end of 2022. See page 47 for more information.
Reduce absolute scope 3 GHG emissions controlled by ITV by The scope 3 GHG emissions have reduced by 13% from 2019 to
7.5% by the end of 2022 from a 2019 base year the end of 2022. See page 47 for more information.
100% albert 100% certification for new programmes produced and In 2022 94% of the programmes produced by ITV Studios had
2
certified commissioned in the UK (excluding acquisitions of finished albert certification, up from 84% in 2021. 42% of the shows
programmes and repeats). Certification includes programme commissioned by ITV had albert certification. There was good
makers taking part in albert’s Creative Offsets initiative or progress made in this area and the business continues to work
approved equivalent to make their production carbon neutral. with the albert team and wider production community to
achieve our 100% aspiration, while recognising the challenges
we are still facing in engaging producers. See page 47 for more
information on delivery of climate related targets.
Increase diversity To hit the following targets for representation on the senior In 2022 good progress was made towards our all employee and
on and off‑screen leadership team, managers, all employees and those on on‑screen targets, exceeding or close to hitting targets for all

| by the end of 2022 | screen: | characteristics – exceeding targets for LGBTQ+ colleagues and |
| --- | --- | --- |
|  | • 50% Women | women, and increasing representation to 14.9% for People of |
|  | • 15% People of Colour | Colour (from 12.1% in 2019) and 11.4% d/Deaf, disabled and |
|  | • 12% d/Deaf, disabled or neurodiverse | neurodiverse colleagues (from 7.0% in 2019). Although we did |
|  | • 7% LGBTQ+ | not meet all of the stretching targets for Manager and Senior |

Leadership levels, the Committee noted the continuing work in
this area to achieve the remaining targets.
1. ITV emissions reduction targets and performance are validated and published as part of the Science Based Targets initiative (SBTi). Further information on ITV’s Climate Action
targets and scope can be found at itvplc.com/social purpose and in the Social Purpose section on page47.
2. albert certification is an externally audited process that recognises programmes that have embedded sustainability not only within the production process but also through
considering sustainability messaging included in programmes.
3. On‑screen diversity is measured via Diamond, a single online system delivered through the Creative Diversity Network (CDN) and used by UK broadcasters to obtain consistent
diversity data on UK‑originated productions they commission (https://creativediversitynetwork.com/diamond/).
The annual ESG targets goals set out on the website www.itvplc.com.
The Committee noted the progress that had been made against our ESG targets in 2022 and agreed that based on holistic assessment
against the balanced scorecard this element should deliver an outcome of 65% of maximum.
144 ITV plc Annual Report and Accounts 2022
The remainder of the bonus (20%) was based upon the Committee's assessment of the contribution each Executive Director made to the overall strategy through the delivery of specific targets. The Committee applies suitable judgement when assessing performance in this regard.

|   | Area of focus | Achievement  |
| --- | --- | --- |
|  **Shared objectives** | Lead the continued evolution and execution of the More Than TV strategy with emphasis on diversification of revenue streams, maximising digital and streaming revenues to deliver the 5 year plan | A very strong performance in 2022 with significant progress made in the second phase of the More Than TV Strategy. Achievements included: - Further strengthening of ITV Studios creatively, including completing the acquisition of two highly acclaimed production businesses - Delivering strong ITV Studios revenue growth of 19% - Successful launch of ITV, including a 55% increase in streaming hours in the month of launch versus the prior year - Second highest total advertising revenues in ITV history - Increased digital revenues by 18% - On track to deliver at least £750 million of digital revenues by 2026  |
|   |  Refine the equity story to increase shareholders appreciation of the full ITV portfolio | Together with the Divisional Management teams, the Directors actively engaged with investors throughout the year, focussing on the markets' understanding of strategy, in particular the value of the global Studios business and the future value of ITV  |
|   |  Deliver 2022 cost savings | Delivery of £15m of cost savings, ahead of the £17m target for 2022. In total £50km of cost savings have now been delivered since 2018, against a target to deliver £150m by 2026  |
|  **Chief Executive objectives** | Drive ITV's digital transformation strategy to facilitate transition to an agile ad funded streaming service led digital Media & Entertainment business | Led a reorganisation of the M&E division to develop a digital first content led streaming strategy culminating in the successful launch of ITV within an accelerated timeframe  |
|   |  Deliver the Targeted Advertising Strategy to maximise revenues across linear and on-demand platforms | Further developed data-driven and ad tech capabilities, with over 80% of all ITV's digital advertising inventory now sold through Planet V, the second largest video-ad tech platform in the UK. Between the launch of Planet V in 2020 and the end of 2022, targeted digital advertising revenue has grown by 60% and attracted over 600 new advertisers to ITV. Digital advertising revenue in 2022 was up 17% on 2021  |
|   |  Deliver phase two of the diversity and inclusion acceleration plan | Continued delivery against the ITV Diversity Plan, meeting all-colleague and onscreen performance targets (see page 51)  |
|  **Group CFO & COO objectives** | Maximise pay and distribution TV revenues and profits in line with 2022 targets from the 5 year plan, by engaging and expanding existing partnerships | Increased subscription revenue in 2022 by 29%, driven by good growth in BritBox UK, ITV Hub+ and ITV Premium subscriptions. Close collaboration with key strategic partners to ensure the successful delivery of ITV - this included platform owners, distribution partners, technology partners and other PSBs for content.  |
|   |  Provide strategic leadership to the Group Technology functions to deliver the digital transformation strategy, targeted advertising strategy and ITV | Restructured Group Technology to create and embed a new operating model that aligned teams within each business area to ensure the successful delivery of the key strategic priorities - ITV Together, ITV and Planet V  |
|   |  Deliver wave 1 of the ITV Together transformation programme | On track to deliver wave 1 of ITV Together in April 2023, underpinning the digital transformation of ITV's back office functions  |

As noted above, there was strong achievement against the objectives set at the start of the year. The Committee therefore agreed that this element should deliver an outcome of 86% of maximum for the Chief Executive and 95% of maximum for the Group CFO & COO.

Consistent with the requirements of the Code, the Committee considers wider performance before approving the formulaic outcomes from incentive plans. Where appropriate the Committee has scope to apply judgement and discretion. To assist the Committee with determining whether adjustments are required, the Committee applies a framework which considers performance from multiple perspectives, including the underlying strength of results, the execution of strategic priorities, performance indicators which do not form part of the formulaic assessment, and non-financial factors, such as culture and our focus on duty of care. The Committee has a track record of adjusting outcomes where appropriate, with negative discretion applied in both 2018 and 2019, and the cancellation of the bonus for 2020.

In 2022, ITV demonstrated its resilience in a year with both economic and geo-political uncertainty. Although the advertising market proved to be more buoyant than forecast at the start of the year, ITV significantly outperformed all external expectations regarding performance with the year end adjusted EBITA of £717 million representing a 12% increase on 2021. This outstanding financial performance was coupled with the continued investment in a number of strategic priorities which would support the ongoing transformation of the business. Following a holistic review of performance, the Committee was fully satisfied that the outstanding performance in the year fully justified bonus outcomes towards the upper end of the pay-out range.

ITV plc Annual Report and Accounts 2022

11
GOVERNANCE REMUNERATION REPORT CONTINUED Value delivered in
Outcome shares under
(% of maximum) Total value the DSA Value paid in cash
Carolyn McCall 81.72 £1,429,156 £476,385 £952,771
Chris Kennedy 81.72 £937,233 £312,411 £624,822
The value delivered in shares under the DSA is deferred for three years and released on the third anniversary of the award subject to
continued employment. In line with the Remuneration Policy, bonus awards (including deferred elements) remain subject to malus and
clawback provisions which seek to safeguard against payments for failure.
### Long Term Incentive awards
The LTIP awards made in 2020 were subject to performance measured to 31 December 2022. The indicative value of these awards is set
out below.
Value at
Number of Value at Number of 31 December
shares awarded award date £ shares vesting 1 2022 2 £
Carolyn McCall 3,575,495 2,499,628 1,393,013 984,442
Chris Kennedy 2,171,954 1,518,413 846,193 598,005
1. The vesting figures shown in the table above reflect the 38.96% of the total award that met performance conditions on 31 December 2022. The vesting shares will become
exercisable after a two year holding period on 6 April 2025.
2. The share price used to value the shares at 31 December 2022 is the average share price for the final quarter of 2022 (70.67 pence). The share price used to calculate the number
of shares under award was 69.91 pence (the trading day average of the share prices on the 30 days before grant, 6 April 2020).
The targets for the 2020 awards were largely approved prior to the onset of the pandemic and were therefore set in the context of a
different economic outlook. Details of performance against the targets set are shown in the table below. The strong recovery in
profitability in 2022, enabled partial vesting of the EPS component despite the impact of the pandemic. Total non‑advertising revenue
grew in 2022, enabling vesting of 54%. While Family SOV performance was strong, growth in online viewing fell short of the extremely
challenging targets that were set at the start of the performance period. Overall, the Remuneration Committee is satisfied that the final
vesting outcome is supported by overall performance over the period.
Threshold Maximum Performance Pay‑out level
Weightings (20% vesting) (100% vesting) achieved (%)
Adjusted EPS 20% 12.5p 17p 13.2p 6.49
1
TSR 20% Median Upper quartile Below median 0
Total non‑advertising revenue 40% 3% growth pa 6.5% growth pa 4.5% 21.47
Viewing health:
2
– ITV Family SOV 10% 21.2% 23.5% 22.5% 8.15
– Online viewing 10% +250m hours growth +500m hours growth 276.9m 2.85
1. TSR was assessed against a comparator group of FTSE 350 companies that predominantly derive their revenues in the UK (excluding financial services and extractive industries)
2. For SOV an interim vesting point was applied between threshold and maximum: 22.4% (80%). For all other targets a straight line vesting applies between the threshold, and
maximum vesting points.
When the 2020 LTIP award was granted in April 2020 share prices fell sharply across the market. In response to this market volatility and
to mitigate the risk of perceived windfall gains, the number of shares under awards was determined based on a higher 30 day average
share price (69.91 pence) rather than the normal three‑day average (58.04 pence). This approach had the effect of reducing the number
of shares under award by c.17%. Taking into account this proactive adjustment and the current share price trend, the Committee is
currently proposing no further adjustments to this award to reflect share price volatility.
Chairman and Non‑executive Directors
The table below sets out in a single figure the total remuneration for Non‑executive Directors for the financial year. The annual fee for the
Chair is £400k. The level of fees paid to the remaining Non‑executive Directors were unchanged in 2022, for further details see page148.

|  |  | Fees Taxable benefits |  |  | 1 |  |  | Total |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  | 2022 |  | 2021 | 2022 |  | 2021 | 2022 |  | 2021 |
| Notes | £000 |  | £000 | £000 |  | £000 | £000 |  | £000 |

Andrew Cosslett (Chair) 2 124 – – – 124 –
Salman Amin 70 70 1 – 71 70
Peter Bazalgette (former Chair) 3 336 450 6 2 342 452
Edward Bonham Carter 95 95 1 – 96 95
Graham Cooke 4 70 66 1 – 71 66
Margaret Ewing 85 85 1 – 86 85
Mary Harris 5 77 90 4 2 81 92
Gidon Katz 6 30 – 23 – 53 –
Anna Manz 76 76 1 – 77 76
Sharmila Nebhrajani 7 80 70 1 – 81 70
Duncan Painter 70 70 1 – 71 70
1,113 1,072 40 4 1,153 1,076
1. The amounts disclosed in the table above relate to the reimbursement of taxable relevant travel and accommodation expenses (and associated taxes) for attending Board
meetings and related business. In addition, Peter Bazalgette received private healthcare for the time he served as a director.
2. Andrew Cosslett joined the Board on 1 June 2022 as a Non‑executive Director. He was appointed the Chairman of the Board on 29 September 2022. He received the basic NED
fee up until his appointment at Chairman. Following his appointment as Chairman his annual fee is £400,000.
3. Peter Bazalgette stepped down from the Board on 29 September 2022.
4. Graham Cooke joined the Board on 1 May 2020 and the Audit and Risk Committee on 1 November 2021.
5. Mary Harris stepped down as Chair of the Remuneration Committee on 29 April 2022.
6. Gidon Katz joined the Board on 18 July 2022.
7. Sharmila Nebhrajani was appointed Chair of the Remuneration Committee on 29 April 2022.
146 ITV plc Annual Report and Accounts 2022
## Restricted Share awards made in 2022

On 28 March 2022 awards were made under the ITV plc Executive Share Plan (the ITV ESP) to Carolyn McCall and Chris Kennedy as set out below.

|  Performance measure | % salary awarded | Number of shareholders (in cost) | value of award date | vesting period ends | Holding period | Release date  |
| --- | --- | --- | --- | --- | --- | --- |
|  Carolyn McCall | 132.5 | 1,538,577 | £1,287,319 | 28 March 2025 | 2 years | 28 March 2027  |
|  Chris Kennedy | 112.5 | 813,126 | £781,983 | 28 March 2025 | 2 years | 28 March 2027  |

1 Awards were granted based on the average share price on the 30 trading days preceding the award which was 36.17 pence. The closing share price on the date of grant was 81.64 pence.

The ITV ESP was approved by shareholders at the 2021 AGM. The awards are over restricted shares with grant levels reduced by 50% compared to the annual LTIP awards granted in previous years.

Awards will normally vest after three years following the date of award subject to the satisfaction of a performance underpin. Any vested awards would then be subject to a two year holding period.

For the awards granted in 2022, the Remuneration Committee will retain the ability to reduce vesting of the Restricted Shares (including to nil) where:

- Adjusted Return on Capital Employed is below the Company's cost of capital; and/or
- There is a material weakness in the underlying financial health or sustainability of the business

When assessing the latter, the Committee will consider all factors deemed relevant at the time, including for example, progress against execution of the strategy, performance against financial and non-financial KPIs and the nature of the wider trading environment. In line with best practice, the Remuneration Committee will retain the discretion to adjust any incentive awards where vesting outcomes are considered to be inappropriate. Further detail on the assessment of the performance underpin will be disclosed at the time of vesting in 2025.

As a further safeguard malus and clawback provisions may be operated at the discretion of the Committee in respect of any element of these awards. Under malus, unvested share awards (including any portion of the award subject to a post-vesting holding period) can be reduced (down to zero if considered appropriate) or be made subject to additional conditions. Clawback allows for repayment of shares previously received following vesting or release from a holding period if applicable. Malus/clawback can be operated up to six years from the relevant date of grant for Restricted Share awards. The circumstances in which the operation of these provisions would be applied may be considered from time to time but currently include material misstatement of financial results, gross misconduct or fraud and material reputational damage. The Committee maintains sufficient scope in the ITV ESP rules to exercise discretion and judgement in line with the spirit of the Code.

## Remuneration Policy application in 2023

### Executive Directors

The following section provides details of how the Policy will be implemented in 2023.

### Salary

Salaries are paid in line with the Policy. In line with the wider employee group both Executive Directors received an increase of 4% from 1 January 2023. When considering salary increases for the wider workforce, the overall aim was to provide all employees with a meaningful increase to their base salary which reflected the broader economic context. While the high inflationary environment was impacting all employees, it was recognised that lower paid employees were being impacted more acutely. Salary increases for the more senior roles were reduced to help fund more meaningful increases for employees at lower pay levels.

The salary increases were scaled from 6% for lower paid employees, 5% for mid-tier roles and 4% for the more senior executives. Salary increases for the Executive Directors have been set at 4% to align with the lower rate applied to senior executive across the Group.

|   | 2023 Salary  |
| --- | --- |
|  Carolyn McCall | £1,015,416  |
|  Chris Kennedy | £722,806  |

### Taxable benefits and pension

These are provided in line with the Policy. Both Executive Directors receive private medical cover, car-related benefits, and a cash allowance in lieu of participation in any ITV pension scheme.

As advised in last year's report, in 2020 the Company undertook a review of its pension policy for the wider employee base. Following the completion of this review, the Committee has agreed that the contribution rate for Carolyn McCall will be reduced to 9% from 1 January 2023, fully aligning both Executive Directors with the wider employee group.

Both Executive Directors will receive a cash allowance in lieu of pension of 9% of salary.

ITV plc Annual Report and Accounts 2022

17

FINANCIAL REPORT AND ACCOUNTS 2022
COMMITTEE ON NON-EXECUTIVE DIRECTORS

## Annual incentive – Bonus (cash and shares)

The maximum bonus opportunity for 2023 remains unchanged: Carolyn McCall – 180% of salary; and Chris Kennedy – 165% of salary. Awards made to Executive Directors through the bonus will be paid two-thirds in cash and one-third deferred into shares under the DSA.

The targets that will apply for the 2023 annual bonus have been set taking into account internal and external forecasts for company and market performance and continued strategic investments. The Board considers the actual targets for 2023 to be commercially sensitive at this time, however, envisage providing retrospective disclosure of these targets in next year's report.

The Committee may adjust bonus targets or outcomes to reflect significant one-off events (e.g. major transactions), foreign exchange movements or material changes to assumed plan conditions to ensure that the plan continues to reward performance fairly.

The Committee may amend the bonus pay-out should any formulaic assessment of performance not reflect overall performance in the year.

## Restricted Share awards

Awards in 2023 will be made to the Executive Directors with a value of 132.5% of salary for Carolyn McCall and 112.5% of salary for Chris Kennedy. These levels remain unchanged from the awards made in 2022.

Awards will normally vest after three years following the date of award subject to the satisfaction of a performance underpin. Any vested awards would then be subject to a two year holding period.

For 2023 awards, in line with the performance underpin that applied to awards made in 2022, the Remuneration Committee will retain the ability to reduce vesting of the Restricted Shares (including to nD where:

- Adjusted Return on Capital Employed is below the Company's cost of capital; and/or
- There is a material weakness in the underlying financial health or sustainability of the business

When assessing the latter, the Committee will consider all factors deemed relevant at the time, including for example, progress against execution of the strategy, performance against financial and non-financial KPIs and the nature of the wider trading environment. In line with best practice, the Remuneration Committee will retain the discretion to adjust any incentive awards where vesting outcomes are considered to be inappropriate. Further detail on the assessment of the financial underpin will be disclosed at the time of vesting.

**Malus and clawback:** Malus and clawback provisions may be operated at the discretion of the Committee in respect of any cash and deferred share elements of the bonus and Restricted Share awards. Under malus, unvested share awards (including any Restricted Share awards subject to a post-vesting holding period) can be reduced (down to zero if considered appropriate) or be made subject to additional conditions. Clawback allows for repayment of bonuses previously paid and/or shares previously received following vesting or release from a holding period if applicable. Malus/clawback can be operated up to four years following the start of the relevant bonus year for bonuses (for cash and shares), and up to six years from the relevant date of grant for Restricted Share awards. The circumstances in which the operation of these provisions would be applied may be considered from time to time but currently include material misstatement of financial results, gross misconduct or fraud and material reputational damage. The Committee maintains sufficient scope in the ITV plc Executive Share Plan rules to exercise discretion and judgement in line with the spirit of the Code.

## Non-executive Directors

In line with the Executive Directors the Non-executive Directors received a 4% increase to the Board fee in 2023, while all other fees remained the same. This is the first increase to fees paid to Non-executive Directors since 2016.

Current fees are as set out below.

|   | 1 January 2022 £ | 1 January 2022 £ | % Change  |
| --- | --- | --- | --- |
|  Chairman | 400,000 | 450,000 | (12.5)  |
|  Board fee | 67,656 | 65,054 | 4.0  |
|  Additional fees for: |  |  |   |
|  Senior Independent Director | 25,000 | 25,000 | -  |
|  Audit and Risk Committee Chair | 20,000 | 20,000 | -  |
|  Audit and Risk Committee member | 5,371 | 5,371 | -  |
|  Remuneration Committee Chair | 20,000 | 20,000 | -  |
|  Remuneration Committee member | 5,371 | 5,371 | -  |

1. Peter Bissell (rights-cleared down as Chair on 20 September 2022). The fee payable to the new Chair, Andy Coscaretti (UKDSS).

Details of Committee membership can be found on page 151.

14 ITV plc Annual Report and Accounts 2022
## Comparison of Directors to wider employees

In line with the requirements in The Companies (Directors' Remuneration Policy and Directors' Remuneration Report) Regulations 2019, which implement Articles 9a and 9b of European Directive 2017/828/ECL (commonly known as the Revised Shareholder Rights Directive or SRD), the table below provides details of the percentage change in the base salary, benefits and bonus of the Directors between 31 December 2019 and 31 December 2022 compared with the average percentage change for other employees.

The figures for all Directors are calculated based on remuneration received in the relevant year as set out in the tables on pages 143 and 146. For base salary/fees, part year figures have been pro-rated for the purposes of this disclosure. In addition, the figures below reflect the voluntary decision taken by members of the Board to take a 20% cut in salary/fees for the period from April to October 2020. There was also no global salary review in 2021 and no annual bonus payments paid for 2020 to the Executive Directors and wider workforce.

|   | 2020-2022 |   |   |   | 2020-2022 |   |   | 2019-2020  |   |   |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|   |  Notes | Salary/fee % change | Benefits % change | Bonus % change | Salary/fee % change | Benefits % change | Bonus % change | Salary/fee % change | Benefits % change | Bonus % change  |
|  Average employee | 1 | 3.70 | 2.86 | (11.19) | 3.58 | 5.18 | - | 4.26 | 5.86 | -  |
|  Salman Amin | 2 | - | 51.3 | - | 13.2 | 139.5 | - | (11.7) | (86.4) | -  |
|  Peter Bazalgette (former Chair) | 2, 5 | - | 48.5 | - | 13.2 | 24.4 | - | (11.7) | (17.7) | -  |
|  Edward Bonham Carter | 2 | - | 51.3 | - | 13.2 | 139.5 | - | (11.7) | (92.0) | -  |
|  Graham Cooke | 2, 6 | 6.36 | 51.3 | - | 14.8 | - | - | - | - | -  |
|  Andrew Cosalett (Chair) | 2, 7 | - | - | - | - | - | - | - | - | -  |
|  Margaret Daing | 2 | - | - | - | 13.2 | - | - | (11.7) | (91.8) | -  |
|  Mary Harris | 2, 8 | (17.65) | 62.8 | - | 13.2 | 154.5 | - | (11.7) | (84.3) | -  |
|  Gidon Katz | 2, 9 | - | - | - | - | - | - | - | - | -  |
|  Chris Kennedy (Group CFO & COO) | 3, 4 | 3.0 | 2.65 | (11.51) | 13.2 | 11.9 | - | (9.68) | (9.34) | -  |
|  Anna Manz | 2 | - | 51.3 | - | 13.2 | 139.5 | - | (11.7) | (88.3) | -  |
|  Carolyn McCall (Chief Executive) | 3, 4 | 3.0 | 2.65 | (12.66) | 13.2 | 11.9 | - | (9.68) | (9.34) | -  |
|  Sharmila Nebhrajani | 2,10 | 12.35 | 78.3 | - | 13.2 | - | - | - | - | -  |
|  Duncan Painter | 2 | - | 51.3 | - | 13.2 | 139.5 | - | (11.1) | (88.3) | -  |

1. The percentage change in benefits is the average change for all UK employees (excluding the Chief Executive and Group CFO & COO) with any of the same benefits as the Chief Executive and Group CFO & COO.

2. Calculated using the fees and taxation benefits disclosed under the flow executive Directors' remuneration in the table on page 148. Taxable benefits for flow executive Directors comprise expense reimbursements relating to attendance at Board meetings rather than conventional employee benefits. The increases seen in the period 2020-2021 are primarily due to the ability for Directors to attend some meetings in person during 2021, against the majority of meetings being held on a virtual basis during 2020. The increases seen in the period 2020-2022 are primarily due to the attendance of two board directors in the year, against one driver in 2021. In addition, Peter Bazalgette received private healthcare for the period he served as a director.

3. Calculated using the data from the single figure table on page 143. Benefits include the cost of medical insurance and car-related benefits.

4. The Executive Directors are the only employees of the parent company, and therefore there is no comparative data for this sample. In the interests of transparency, the percentage change in pay for all UK employees has been disclosed on a voluntary basis. As the majority of employees are based in the UK and share the same benefits as the Executive Directors, overseas employees have not been included.

5. Peter Bazalgette left the Board in September 2020 and received fees up to this point only. To enable a comparison for the purposes of this disclosure, his 2020 fees have been pro-rated up.

6. Graham Cooke joined the Board in May 2022 and the Audit and Risk Committee on 1 November 2022. To enable a comparison for the purposes of this disclosure, his 2020 fees have been pro-rated up.

7. Andrew Cosalett joined the Board in June 2022, and therefore no comparison has been provided to 2021.

8. Mary Harris stepped down as Chair of the Remuneration Committee in May 2022.

9. Gidon Katz joined the Board in July 2022 and therefore no comparison has been provided to 2021.

10. Sharmila Nebhrajani joined the Board in December 2020 and received fees for this month only in 2020, and there were no benefits paid in 2020. To enable a comparison for the purposes of this disclosure, her 2020 fees have been pro-rated. She was appointed as Chair of the Remuneration Committee in May 2022.

COMPARISON OF THE MANUFACTURERS' PERCENTAGE

ITV-ple Annual Report and Accounts 2022

149
GENERAL REPORT OF THE EUROPEAN COUNCIL

# **CEO pay ratio**

|  Year | Methodology | 25th percentile pay ratio | Median pay ratio | 75th percentile pay ratio  |
| --- | --- | --- | --- | --- |
|  2022 | Option A | 89.1 | 66.1 | 48.1  |
|  2021 | Option A | 92.1 | 68.1 | 49.1  |
|  2020 | Option A | 33.1 | 24.1 | 18.1  |
|  2019 | Option A | 89.1 | 66.1 | 49.1  |

The employee at the 25th percentile, median and 75th percentile was determined based on the single figure of total remuneration for every UK employee, Option A in the Reporting Regulations. This method is the most statistically accurate approach and aligned with majority practice in the FTSE 350.

Our 2021 ratios have been updated to reflect the final actual 2021 remuneration values for the CEO and all other employees. Our 2022 pay ratios are based on the current CEO single figure and the indicative value of share awards that were subject to performance measured to 31 December, based on the average share price over the final quarter of the year. The 2022 ratios will be restated in the 2023 Remuneration Report to reflect the updated CEO single figure and the actual value of shares on the vesting date.

The total remuneration of each comparator employee has been calculated using the actual values received in respect of the full financial year and in accordance with the methodology used to calculate the single figure of remuneration for the CEO. We have not omitted any component from their pay and benefits and no adjustments have been made to their actual remuneration.

The full-time equivalent remuneration values for the individuals in the table above are as follows:

# **2022**

|   | CEO | 25th percentile | Median | 75th percentile  |
| --- | --- | --- | --- | --- |
|  Salary | £971,554 | £31,502 | £46,891 | £64,771  |
|  Total remuneration | £3,548,515 | £39,849 | £13,485 | £73,558  |

# **2021**

|   | CEO | 25th percentile | Median | 75th percentile  |
| --- | --- | --- | --- | --- |
|  Salary | £943,256 | £28,845 | £40,385 | £56,000  |
|  Total remuneration | £3,307,301 | £35,925 | £48,604 | £67,246  |

The median pay ratio for 2022 is considered to be consistent with the pay, reward and progression policies during the year for the Company's UK employees taken as a whole. Our UK headcount and the total remuneration values for the comparator employees have both increased year-on-year. We implemented a Company-wide pay increase of 3% in January 2022, and we remain committed to ensuring colleagues earn at least the real Living Wage or higher.

An annual bonus arrangement extends to all employees who don't participate in the management bonus schemes and is paid in March each year. The 2022 employee bonus opportunity was up to £2,000, and the Company topped-up the 2022 bonus payment to the full amount to recognise the contribution employees made to ITV's achievements during the year. To help our employees manage with the rising cost of living in the UK, in October 2022 over 80% of UK employees also received an additional payment of £1,000 each. All comparator employees identified in the pay ratio calculations were eligible for the employee bonus and the cost of living payment while employed.

The reduction in our 2022 pay ratios is attributable to the total remuneration values for the comparator employees increasing by a higher percentage year-on-year than the total remuneration figure for the CEO. A significant proportion of the remuneration for the CEO is performance related and the level of actual performance outcomes has a corresponding effect on the CEO pay ratios.

14 ITV plc Annual Report and Accounts 2022
GOVERNANCE REMUNERATION REPORT CONTINUED
## Remuneration
## Committee
### Who is on the Committee
The Committee is composed of The current members are: • Anna Manz
Full details of attendance at
independent Non‑executive • Sharmila Nebhrajani (Chair) • Duncan Painter
Committee meetings can be
Directors. • Salman Amin
found in the table on page103

| • Andrew Cosslett – | Mary Harris and Peter Bazalgette |  |
| --- | --- | --- |
| independent on appointment | stepped down as members of the | Detailed biographies can |
|  | Committee in the year | be found on page98 and 99 |

### Our role
Following each meeting, the The main role of the Committee • Propose to shareholders • Approve the design of the
Committee communicates its isto: changes to the Remuneration Company’s annual bonus
main discussion points and • Review the ongoing Policy as appropriate arrangements and long‑term
findings to the Board. appropriateness, relevance and • Approve the implementation of incentive plans, including the
effectiveness of the remuneration arrangements for performance criteria that apply
The Committee’s terms of
Remuneration Policy, including the Chair, Executive Directors, for the Senior Executive Group
reference can be accessed on
in relation to retention and Management Board and other • Determine the award levels for
our website
development, whilst taking into senior executives (together the the Senior Executive Group
account workforce Senior Executive Group) based on performance against
remuneration and related considering arrangements for annual bonus targets and
policies, and the alignment of the wider employee group. long‑term incentive conditions
incentives and reward Details on employee
remuneration can be found on
pages141 and 142
www.itvplc.com/investors/governance
### Meetings in 2022

| In addition to Committee | January | • Remuneration Report and | • 2022 AGM season update |
| --- | --- | --- | --- |
| members, the Executive | • Indicative LTIP and PSP | compliance against the | • Committee terms of |
| Directors, Group HR Director, | performance | Remuneration Policy | referencereview |
| General Counsel and Company | • Post‑cessation shareholding | • Review of the Senior Executive |  |

November
Secretary, Director of Reward mechanisms for Executive Group
• Review of 2022 bonus
and Pensions and independent Directors • Adviser independence
performance

| adviser Deloitte attend meetings | • Annual review of the Chairman’s |  |  |
| --- | --- | --- | --- |
|  |  | March | • 2023 Bonus framework |
| as required. | fees |  |  |
|  |  | • Indicative performance of | • Notice periods for the |

• Gender and ethnicity pay gap
Attendees do not take part in inflight awards under the Management Board
reporting and CEO pay ratios
decisions relating to their own Executive plans • Renewal of the SAYE scheme
• Workforce engagement update
remuneration and potential • 2022 awards under the rules for shareholder approval
• Compliance with shareholding
conflicts are suitably mitigated. executive and SAYE plans in2023
guidelines
September December
February
• Financial performance update • Bonus framework and targets
• Bonus outcomes for 2021
• ITV Studios talent deals for 2023
• Performance outcomes for
principles • Annual pay review
2019 LTIP and PSP awards
• Employee reward framework • Governance updates
• Bonus targets for 2022
including review of remuneration
• Financial underpin target for
and related policies and
2022 ESP awards
remuneration trends
### Annual review

| A review of the performance of | In 2022 an externally facilitated | Overall, the evaluation concluded |
| --- | --- | --- |
| the Committee is conducted | Board evaluation was undertaken, | that the Committee is working |
| each year. | which included a review of the | effectively and responding |
|  | Committee. The results are | appropriately to its terms of |
|  | summarised on pages118 to 119 | reference |

ITV plc Annual Report and Accounts 2022 151
GOVERNANCE REMUNERATION REPORT CONTINUED
### Other Disclosures
Directors’ Remuneration Policy summary
The table below summarises the key elements of the ITV policy on remuneration for Executive Directors. The full Policy was approved by
shareholders at the AGM on 29 April 2021 and can be found in the 2020 Annual Report and Accounts which is available on our website at
www.itvplc.com.
### Executive Director Remuneration Policy Table
### Fixed Pay
Element Summary of policy 2023 approach
Base salary Purpose: To reflect the skills, responsibility and experience and support the recruitment and Carolyn McCall:
retention of Executive Directors of the calibre required to deliver the business strategy within the £1,010,416 (+4%)
competitive media market.
Chris Kennedy:
Operation: Reviewed annually with consideration given to personal and company performance, pay £722,900 (+4%)
levels in relevant market and the wider employee pay review.
See page141 for further
detail on increases for
broader employees

| Provision for | Purpose: To provide competitive post‑retirement benefits or cash allowance as a framework to save | Carolyn McCall: |
| --- | --- | --- |
| an income in | for retirement. | 9% of salary (reducing from |
| retirement |  | 15% in 2022) |

Operation: The maximum contribution or cash allowance will be capped at a level comparable to the
benefit available to the wider employee base. This is currently 9% of salary. Chris Kennedy:
9% of salary
Benefits Purpose: To ensure the overall package is competitive and provide financial protection for employees In line with policy
and their families.
Operation: The Company provides a range of market competitive benefits, including travel‑related
benefits, private medical insurance and other insurance benefits. These are set at a level which the
Committee considers to be appropriately positioned considering typical market levels for comparable
roles, individual circumstances and the overall cost to the business.
### Variable performance‑related pay
Element Summary of policy 2023 approach
Annual Purpose: Incentivises executives and employees to achieve key strategic outcomes on an annual Maximum bonus
Incentive: basis. Focus on key financial metrics and objectives to deliver the business strategy. The element of opportunity
Bonus – Cash the bonus compulsorily deferred into shares rewards delivery of sustained long‑term performance, Carolyn McCall:
and Deferred provides alignment with the shareholder experience and supports the retention of executives. 180% of salary
Share Award
Operation: The maximum opportunity will not exceed 200% of salary. Performance measures and Chris Kennedy:
(DSA)
targets are set by the Committee each year based on corporate objectives closely linked to strategic 165% of salary
priorities of the business. The majority of the bonus opportunity will be based on corporate and financial
Performance measures
measures. The remainder of the bonus will be based on performance against individual and/or strategic
(see page148)
objectives. Not more than two‑thirds of the bonus is delivered in cash with the balance deferred into
shares under the DSA normally for a period of three years. Subject to malus and clawback.
Restricted Purpose: Incentivises Executive Directors to deliver the business strategy and align with the 2023 ESP grant levels
Shares longer‑term Company performance and the shareholder experience. Acts as a retention tool to retain Carolyn McCall:
awarded the executives required to deliver the business strategy. 132.5% of salary
under the
Operation: The maximum award level that may be granted in any financial year is 175% of salary. Chris Kennedy:
Executive
112.5% of salary
Share Plan Awards will be granted annually with vesting after three years, subject to satisfaction of a
(ESP) performance underpin. Awards will be required to be held for an additional two year holding period so Financial underpin
that the award is released after five years. Subject to malus and clawback. measure
(see page148)
Legacy Under the previous Remuneration Policy share awards granted under the ITV Long Term Incentive No further awards to
awards (LTIP) Plan. Awards to Executive Directors were subject to a three year performance period and a two year begranted
holding period. The single figure for 2022 includes values relating to the 2020 grant under this plan.
The 2020 award is the final award granted to Executive Directors under the LTIP.
Shareholder views
The Committee maintains regular and transparent communication with shareholders. We believe that it is important to regularly meet
with our key shareholders to understand their views on our remuneration arrangements and what they would like to see going forward.
We welcome feedback from shareholders at any time during the year.
Where we are proposing to make any significant changes to the remuneration framework or the manner in which the framework is
operated we would seek major shareholders’ views and take these into account. In recent years, the Committee has consulted with major
shareholders regarding both the design and operation of the policy.
We intend to maintain a dialogue with our shareholders in future years, particularly when the Committee anticipates any substantial
change to the remuneration framework.
152 ITV plc Annual Report and Accounts 2022
GOVERNANCE REMUNERATION REPORT CONTINUED
Compliance with the 2018 Corporate Governance Code
The table below shows how the Committee addressed the principles of clarity, simplicity, risk, predictability, proportionality and
alignment to culture when determining the Directors’ remuneration policy.
### Impact of the 2018 Corporate Governance Code
### Clarity
Code provision: Remuneration • The presentation of the Remuneration Report is intended to provide clarity on the Company’s approach
arrangements should be transparent and • The aim to be completely transparent about our remuneration policy and arrangements and comply with
promote effective engagement with certain disclosure requirements ahead of when we are required to do so for openness and transparency
shareholders and the workforce. • Great importance placed on engaging with our stakeholders, particularly with shareholders and the
workforce on remuneration. The Group HR Director attends all Committee meetings and our Workforce
Engagement Director, Edward Bonham Carter, provides regular feedback. Employees also have the
opportunity to comment through the Ambassador network and employee surveys. This ensures the views
of employees are considered during Committee deliberations.
### Simplicity
Code provision: Remuneration The Company operates an approach to remuneration that is simple to understand and familiar to key
structures should avoid complexity and stakeholders and has three key elements:
their rationale and operation should be • Fixed element: comprising base salary, taxable benefits and a pension allowance
easy to understand. • Short‑term element: an annual performance‑related bonus with a selection of financial and
non‑financial targets measured over the financial year, two‑thirds paid in cash and one‑third in shares
deferred for a three year period
• Restricted share element: normally released after five years subject to achievement of a performance
underpin
### Risk
Code provision: Remuneration A combination of capped reward for short and long‑term incentives with the majority delivered in shares
arrangements should ensure encourages Executive Directors to deliver long‑term sustainable shareholder returns, discouraging
reputational and other risks from decision‑making that only focuses on the short term.
excessive rewards, and behavioural risks
The Committee retains flexibility to adjust payments through malus and clawback provisions, and an
that might arise from target‑based
overriding discretion to depart from formulaic outcomes where behaviours may be viewed as inappropriate
incentive plans, are identified and
or criteria on which the award was based do not reflect the underlying performance of the Company.
mitigated.
### Predictability
Code provision: The range of possible Shareholders are kept fully informed and consulted on the values that can be earned under the incentive
values of awards to individual directors plans for different levels of performance.
and any other limits or discretions should
The Remuneration Policy provides estimates of potential future reward in different performance scenarios.
be identified and explained at the time of
approving the policy.
### Proportionality
Code provision: The link between The Restricted Share awards reward the creation of shareholder value, which ultimately focuses on the
individual awards, the delivery of long‑term achievement of strategic deliverables.
strategy and the long‑term performance
Performance measures and personal objectives in the bonus are designed to align with strategy and
of the Company should be clear.
financial performance and provide for a range of pay out levels which are dependent on and linked to
Outcomes should not reward poor
Company performance.
performance.
Deferral periods and holding periods (including in the bonus) help to further align incentive outcomes for
executives to the shareholder experience in the long term.
The Committee has overriding discretion over eventual outcomes when they do not reflect business
performance, and/or shareholder experience, and ensures that poor performance would not be rewarded.
### Alignment to culture
Code provision: Incentive schemes When considering the alignment of incentive plans and culture the Committee considers the following:
should drive behaviours consistent with • Metrics – ensuring that performance targets are aligned to culture and do not drive the wrong behaviours.
company purpose, values and strategy. • Governance – ensuring adoption of best practice through a robust malus and clawback policy with a
substantial list of relevant trigger events, such as corporate failure and reputational damage. The
Committee also retains discretion under the plan rules to override formulaic vesting outcomes and to
extend holding periods. These initiatives enable the Committee to satisfy itself that the right steps have
been taken to ensure executive remuneration is appropriate from a cultural context.
• Engagement – understanding remuneration for the wider workforce and ensuring that pay decisions are
aligned across the Group and wider engagement with our stakeholders, including our employees. Further
details can be found on pages141 to 142.
ITV plc Annual Report and Accounts 2022 153
GOVERNANCE REMUNERATION REPORT CONTINUED
Payments to past Directors
There were no payments made to past Directors in 2022.
Payments for loss of office
There were no payments made to Directors for loss of office in 2022.
Directors’ share interests and post‑cessation shareholding
The Committee continues to recognise the importance of Directors being shareholders so as to align their interests with other shareholders.
Shareholding guidelines are in place, which encourage Executive Directors to build up a holding of ITV plc shares based on a percentage of
base salary. Normally, 50% of the requirement must be obtained within three years of appointment and the remainder within five years.
Where the value of shares required to be held increases as a result of a salary increase (or an increase in the relevant percentage), the
Executive Directors will have three years from such increase to achieve compliance. The Committee may change the guidelines so long
as they are not, overall, in the view of the Committee, less onerous.
Non‑executive Directors are required to build and then maintain a holding of 100% of their base fee over the six years from the date of
appointment to the Board (unless for some reason they are unable to retain their fees).
Interests in share awards following departure enable departing Executive Directors to remain aligned with the interest of shareholders
for an extended period after leaving the Company. Deferred Share Awards, legacy LTIP and ESP awards subject to a holding period will
normally vest (and be released from their holding periods) at the normal time. This means that Executive Directors may retain a
significant interest in shares for up to five years following departure from the Company. Following adoption of the policy in 2021,
Executive Directors will normally be required to retain an interest equivalent to two times their annual ESP grant (265% for the Chief
Executive and 225% for the Group CFO & COO) for two years following departure. In order to enforce this requirement, on vesting relevant
shares are automatically transferred to a secure nominee arrangement until the appropriate level of interest has been achieved. The
shares will be retained in this arrangement until the end of the two year period.
The figures set out below represent shareholdings in the ordinary share capital of ITV plc beneficially owned by Directors and their family
interests at 31 December 2022. To show alignment with the shareholding guidelines the net number of unvested share awards not subject
to performance conditions are included for the Executive Directors. The Committee continues to keep both the shareholding guidelines
and actual Director shareholdings under review and will take appropriate action should they feel it necessary.
Interests in shares
% of salary/fees

|  | Unconditional |  |  |  | Restricted |  |  |  |  | Unconditional |  |  | required |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  | shares held at |  |  | shares held at |  |  |  |  |  | shares held at |  | to be held under |  |
|  | 31 December |  |  | 31 December |  |  |  | % shareholding |  | 31 December |  | shareholding |  |
| Notes |  | 2022 | 1 |  |  | 2022 | 2 | guidelines met | 3 |  | 2021 |  | guidelines |

Executive Directors
Carolyn McCall 1,277,456 2,372,389 100 868,131 400
4
Chris Kennedy 458,368 1,389,603 100 266,466 225
Non‑executive Directors
Salman Amin 50,674 – 100 50,674 100
Peter Bazalgette 5 – – – 357,245 100
Edward Bonham Carter 100,000 – 100 50,000 100
Graham Cooke 6 – – – – 100
Andrew Cosslett 621,242 – 100 – 100
Margaret Ewing 57,700 – 100 37,700 100
Mary Harris 90,517 – 100 70,627 100
Gidon Katz 7 75,000 – 87 – 100
Anna Manz 46,312 – 100 33,665 100
Sharmila Nebhrajani 8 10,000 – 14 3,000 100
Duncan Painter 82,087 – 100 82,078 100
1. Shares beneficially held by Directors and family interests.
2. Unvested restricted share awards (under the DSA, LTIP or ESP) not subject to performance conditions, accounted for on a net of tax basis.
3. In order to reflect economic exposure, shareholding guidelines are assessed on the greater of the share price on 31December2022 (75.16 pence) and the value at acquisition/grant.
4. The number of shares for 2021 has been restated to take account of an overstatement of 540 shares in the prior year.
5. Peter Bazalgette stepped down from the Board on 29 September 2022.
6. Graham Cooke was appointed to the Board on 1 May 2020 and has until 2026 to meet his shareholding guideline.
7. Gidon Katz was appointed to the Board on 18 July 2022 and has until 2028 to meeting his shareholding guideline.
8. Sharmila Nebhrajani was appointed to the Board on 10 December 2020 and has until 2026 to meet her shareholding guideline.
154 ITV plc Annual Report and Accounts 2022
GOVERNANCE REMUNERATION REPORT CONTINUED
Outstanding interests under share plans
The following tables provide details of the Executive Directors’ interests in outstanding share awards.

|  |  |  |  |  |  |  |  |  |  | Share price |  | Share | Share |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  | At |  |  |  |  |  |  | At |  | used | option | price at |  | Holding |
|  | 1 January |  | Awarded | Vested | Exercised |  | Lapsed | 31 December |  | for award |  | price | exercise | Vesting | period |
| Notes |  | 2022 | in year | in year |  | in year | in year |  | 2022 |  | (pence) | (pence) | (pence) | date | ends |

Carolyn McCall
LTIP

|  |  | 28 March |  | 28 March |  |
| --- | --- | --- | --- | --- | --- |
| 28 March 2018 | 1 144,989 – – – – 144,989 145.25 – – |  | 2021 |  | 2023 |
|  |  | 28 March |  | 28 March |  |
| 28 March 2019 1 1,934,498 – 692,937 – 1,241,561 692,937 126.37 – – |  |  | 2022 |  | 2024 |
|  |  |  | 6 April |  | 6 April |
| 6 April 2020 1 3,575,495 – – – – 3,575,495 69.91 – – |  |  | 2023 |  | 2025 |

ESP

|  |  | 13 May | 13 May |
| --- | --- | --- | --- |
| 13 May 2021 | 2 1,013,062 – – – – 1,013,062 123.37 – – | 2024 | 2026 |
|  |  | 28 March | 28 March |
| 28 March 2022 2 – 1,338,577 – – – 1,338,577 96.17 – – |  | 2025 | 2027 |

3
DSA
28 March
28 March 2019 4 309,860 – 309,860 309,860 – – 126.37 – 82.118 2022
6 April
6 April 2020 692,767 – – – – 692,767 69.91 – – 2023
28 March
28 March 2022 – 567,177 – – – 567,177 96.17 – – 2025
Chris Kennedy
LTIP

|  |  | 28 March |  | 28 March |  |
| --- | --- | --- | --- | --- | --- |
| 28 March 2019 | 1 1,175,121 – 420,928 – 754,193 420,928 126.37 – – |  | 2022 |  | 2024 |
|  |  |  | 6 April |  | 6 April |
| 6 April 2020 1 2,171,954 – – – – 2,171,954 69.91 – – |  |  | 2023 |  | 2025 |

ESP

|  |  | 13 May | 13 May |
| --- | --- | --- | --- |
| 13 May 2021 | 2 615,390 – – – – 615,390 123.37 – – | 2024 | 2026 |
|  |  | 28 March | 28 March |
| 28 March 2022 2 – 813,126 – – – 813,126 96.17 – – |  | 2025 | 2027 |

3
DSA
6 April
6 April 2020 389,111 – – – – 389,111 69.91 – – 2023
28 March
28 March 2022 – 367,120 – – – 367,120 96.17 – – 2025
SAYE
1 June
7 April 2020 24,426 – – – – 24,426 92.11 73.69 – 2023
1. Awards under the LTIP are subject to performance over a three year period. Any proportion of the award that meets the performance conditions will become exercisable after a
two year holding period. The performance conditions that apply to the unvested awards under the 2020 LTIP are summarised on page146.
2. Awards under the ESP vest after three years subject to a financial underpin condition being met. The award will then become exercisable after a two year holding period. The face
value of awards granted in the financial year to Carolyn McCall under the ESP was £1,287,309 and to Chris Kennedy was £781,983.
3. There were no DSA awards made in 2021 for 2020 performance.
4. For awards released during the year, sufficient shares were sold to cover income tax and national insurance liabilities, with the balance of shares retained by the Executive
Director. The shares are included in the balance of unconditional shares in the table on page154.
ITV plc Annual Report and Accounts 2022 155
RELEVANCE OF THE EXECUTIVE DIRECTORS

# External directorships

With specific approval of the Board, Executive Directors may undertake external appointments as a non-executive director of other publicly quoted companies and retain any related fees paid to them. During the year, the Executive Directors retained fees for the directorships set out below.

|   | Company | 2022 0000  |
| --- | --- | --- |
|  Carolyn McCall | Burberry Group plc | 26  |
|   |  Bridgepoint Group plc | 76  |
|  Chris Kennedy | Whitbread plc | 81  |

1. Carolyn McCall charged down from ten appointment to Burberry Group plc on 2 April 2022, the fee shown in the table is for the period of time she served as a director.

The Board and Committee are satisfied that these commitments do not compromise their duties as Executive Directors of ITV plc.

# Service contracts

The Directors' service contracts and letters of appointment are available for inspection at the Company's registered office.

Executive Directors: Executive Directors have rolling service contracts that provide for 12 months' notice on either side. There are no special provisions that apply in the event of a change of control.

|   | Date of appointment | Nature of contract | Notice period from Company | Notice period from Director | Compensation for early termination  |
| --- | --- | --- | --- | --- | --- |
|  Carolyn McCall | 8 January 2018 | Rolling | 12 months | 12 months | None  |
|  Chris Kennedy | 21 February 2019 | Rolling | 12 months | 12 months | None  |

Non-executive Directors: Each Non-executive Director, including the Chairman, has a contract of service with the Company. Non-executive Directors will serve for an initial term of three years, subject to election and then annual re-election by shareholders, unless otherwise terminated earlier by and at the discretion of either party upon one month's written notice (12 months for the current Chairman). After the initial three year term, reappointment is on an annual basis.

All Non-executive Directors are subject to re-election at the AGM in 2023. Details of appointment and tenure are set out in the table on page 98 to 99.

# Committee membership and advisers

The Directors who were members of the Committee when matters relating to the Executive Directors' remuneration for the year were considered are set out on page 151.

The Committee obtains advice from various sources in order to ensure it makes informed decisions. The Executive Directors are invited to attend Committee meetings as appropriate. No individual is involved in decisions relating to their own remuneration.

The Chief People Officer is the main internal adviser and provides updates on remuneration, employee relations and human resource issues.

Deloitte LLP was appointed by the Committee as the independent adviser on remuneration policy and the external remuneration environment with effect from September 2017 following a review of other advisers in the market place. Total fees for advice provided to the Committee during the year amounted to £66,500 on a time/material basis (exclusive of VAT and expenses). Deloitte are members of the Remuneration Consultants Group and abide by its Code of Conduct in relation to remuneration consulting in the UK.

The Committee regularly reviews the quality and objectivity of the advice it receives from Deloitte in private sessions and this is challenged as a part of the Board evaluation process. It is satisfied that the advice it has received has been objective and independent, and that any conflicts have been appropriately managed. The Committee is satisfied that the Deloitte LLP engagement partner and advisory team that provide remuneration advice to the Committee, do not have any connections with the Company or individual directors that may impair their independence.

The wider UK Deloitte firm provided ITV with a number of other services during the year relating to risk and internal audit (until April 2022), tax, financial advice and consultancy. The members of the executive remuneration consulting team are not incentivised to cross-sell non-related services to ITV.

# Relative importance of spend on pay

The table below shows pay for all employees compared with other key financial indicators.

|   | 2022 £m | 2021 £m | % Change  |
| --- | --- | --- | --- |
|  Employee pay^{1} | 631 | 551 | 14.1  |
|  Ordinary dividend | 200 | 0 | -  |
|  Employee headcount^{2} | 6,677 | 6,315 | 5.7  |

1. Employee pay is the total remuneration paid to all employees across ITV on a full-time equivalent basis. More detail is set out in note 2.1 of the Financial Statements.

2. Employee headcount is the monthly average number of employees across ITV on a full-time equivalent basis. More detail is set out in note 2.1 of the Financial Statements. This number is included to continue due the employee pay figure.

There were no share buybacks during either year.

16

ITV plc Annual Report and Accounts 2022
GOVERNANCE REMUNERATION REPORT CONTINUED
Historical performance
The graph below shows the TSR performance of the Company against the FTSE 100 index over the ten year period to 31 December 2022.
The FTSE 100 was chosen as ITV has been a member of the FTSE 100 during the ten year period.
350
300
250
200
150
100
50
TSR (rebased to 100 at 1 January 2012)
0
31/12/2012 31/12/2013 31/12/2014 31/12/2015 31/12/2016 31/12/2017 31/12/2018 31/12/2019 31/12/202231/12/202131/12/2020
ITV FTSE 100
Source: Thomson Reuters Datastream
Chief Executive remuneration
The table below provides a summary of the total remuneration received by the Chief Executive over the last ten years, including details of
the annual bonus pay‑out and long‑term incentive award vesting level in each year.

|  | Total |  |  | Long‑term incentive |  |
| --- | --- | --- | --- | --- | --- |
| remuneration |  |  | Bonus % |  | award vesting % |
|  | £000 | of maximum |  |  | of maximum |

2022 Carolyn McCall 3,548 81.72 38.96
2021 Carolyn McCall 3,307 96.38 35.82
2020 Carolyn McCall 1,150 – 8.83
2019 Carolyn McCall 3,122 87.5 62.35
2018 Carolyn McCall 3,695 73.6 –
2017 Peter Bazalgette (for the six‑month period served as Executive Chairman) 225 – –
Adam Crozier (for the six‑month period served) 2,050 97.9 63
2016 Adam Crozier 3,632 40 80
2015 Adam Crozier 3,881 96 75
2014 Adam Crozier 4,842 94 75
2013 Adam Crozier 8,399 93 87
The long‑term incentive award vesting percentage relates to the proportion of the award that met performance conditions in the relevant
financial year.
Shareholder voting
At the 2022 AGM, the majority of investors and mainstream proxy voting agencies were supportive of the Remuneration Report. However
it is recognised that there was a degree of pushback from a minority of investors. Based on engagement with major shareholders there
was not a consistent basis for this pushback. Selected shareholders retained reservations regarding the remuneration policy approved
by 92% of shareholders at the 2021 AGM, whereas other shareholders had voted against in response to the market reaction to the
strategy announcements made in March 2022. The Board continues to maintain dialogue with investors, and the Remuneration
Committee has engaged with investors on numerous occasions over recent years. In many cases remuneration proposals have been
adapted in direct response to investor feedback. While there is a recognition that there are differing viewpoints amongst our major
investors on matters relating to pay, we will continue to constructively engage with investors on matters and take into account their
feedback as we make key executive pay decisions.
Votes cast by proxy and at the meeting by poll in respect of the Executive Directors’ remuneration were as follows:
Resolution Number of shares Voting for % Number of shares Voting against % Total votes cast Votes withheld
Remuneration Policy (2021 AGM) 2,708,902,059 92.23 228,270,767 7.77 2,937,172,826 250,200,490
Annual Report on Remuneration (2022 AGM) 2,659,738,737 81.32 611,109,771 18.68 3,270,848,508 4,122,172
This Remuneration Report was approved by the Board on 2 March 2023 and has been signed on behalf of the Directors by
### Sharmila Nebhrajani
Chair, Remuneration Committee
2 March 2023
ITV plc Annual Report and Accounts 2022 157
DIPROVEMENT SERVICES 2022

# Directors' Report

The Directors present their Annual Report and the audited consolidated and parent company financial statements for the year ended 31 December 2022. The Directors' Report comprises this report and the entire Governance section including the Chairman's Governance Statement. In accordance with the Financial Conduct Authority's Listing Rules, the information to be included in the 2022 Annual Report and Accounts, where applicable, under LR 9.8.4, is set out in this Directors' Report. Other information that is relevant to this report, and which is incorporated by reference, can be located as follows:

|  Information | Page number  |
| --- | --- |
|  Carbon and greenhouse gas emissions | See page 48  |
|  Corporate Governance Report | See pages 102 to 121  |
|  Culture | See pages 114 to 117  |
|  Directors' service contracts | See page 156  |
|  Employee engagement and involvement | See pages 112 to 113  |
|  Employee equality, diversity, reward, investment and inclusion | See pages 51 to 53  |
|  Future developments of the business of the Group | See pages 20 to 21  |
|  Membership of the Board during the 2022 financial year | See page 103  |
|  Research and development | See pages 20 to 21  |
|  Stakeholder engagement and Company's business relationships | See pages 105 to 111  |

## Corporate

**Articles of Association:** The Articles of Association may only be amended by special resolution of the shareholders. The current Articles were adopted as the Articles of Association of the Company at the conclusion of the 2022 AGM and are available on our website.

www.fisplc.com/investors/governance

**Auditor:** The external auditor for the 2022 financial year was PricewaterhouseCoopers LLP. The Independent Auditor's Report starting on page 164 sets out the information contained in the Annual Report which has been audited by the external auditor.

The Audit and Risk Committee considered the performance and audit fees of the external auditor, and the level of non-audit work undertaken. It recommended to the Board that a resolution for the reappointment of PricewaterhouseCoopers LLP for a further year as the Company's auditor be proposed to shareholders at the AGM on 4 May 2023.

**Change of control:** No person holds securities in the Company carrying special rights with regard to control of the Company. All of the Company's share schemes contain provisions relating to a change of control. Outstanding awards and options would normally vest and become exercisable on a change of control, subject to the satisfaction of any performance conditions and proration for time where appropriate.

Certain of the Group's debt and derivative instruments have change of control clauses whereby the counterparty can require ITV to repay or redeem the instruments in the event of a change of control (although in some cases only if it is accompanied by a credit rating downgrade to sub investment grade). The Company is not aware of any other significant agreements to which it is a party that take effect, alter or terminate upon a change of control of the Company.

**Other agreements:** The Company does not have any agreements with any Director or employee that would provide compensation for loss of office or employment resulting from change of control following a takeover bid.

**Dividends:** The Board has proposed a final dividend of 3.3 pence for the year ended 31 December 2022 subject to shareholder approval at the AGM on 4 May 2023. The final dividend will be paid on 25 May 2023 to shareholders on the register on 14 April 2023 (the record date). The ex-dividend date is 13 April 2023. For more information please refer to page 7.

**Political contributions:** It is the Company's policy not to make cash contributions to any political party. However, within the normal activities of the Company's national and regional news-gathering operations, there may be occasions when an activity might fall within the broader definition of 'political expenditure' contained within the Companies Act 2006. Shareholder authority for such expenditure was given at the 2022 AGM. During 2022 there were no payments made by the Group falling within this definition (2021: nil). The Directors will seek to renew this authority at the 2023 AGM.

**Branches:** Branches of the Group outside the United Kingdom are indicated in the Subsidiary undertakings and investments section on pages 256 to 259.

14 ITV plc Annual Report and Accounts 2022
# Directors

Appointments: A table showing Directors who served in the year and to the date of this report can be found on page 103. Biographies for Directors currently in office can be found on pages 98 and 99 and on our website.

www.ihsplc.com/about/board-of-directors

The appointment and replacement of Directors is governed by the Articles of Association, the UK Corporate Governance Code, the Companies Act 2006 and related legislation. The Directors may from time to time appoint one or more Directors. Any such Director shall hold office only until the next AGM and shall then be eligible for appointment by the Company's shareholders in accordance with the Corporate Governance Code. Subject to annual shareholder approval, Non-executive Directors are appointed for an initial three year period and annually thereafter. Each Director will retire and submit themselves for election at the forthcoming AGM.

Conflicts of interest: The Board has delegated the authorisation of any conflicts to the Nominations Committee and has adopted a Conflicts of Interest Policy. The Board has considered in detail the current external appointments of the Directors that may give rise to a situational conflict and has authorised potential conflicts where appropriate. This authorisation can be reviewed at any time but will always be subject to annual review.

Powers including in relation to issuing or buying back shares: Subject to applicable law and the Company's Articles of Association, the Directors may exercise all powers of the Company, including the power to authorise the issue and/or market purchase of the Company's shares (subject to an appropriate authority being given to the Directors by shareholders in a general meeting and any conditions attaching to such authority). The Articles and a schedule of Matters Reserved for the Board can be found on our website (below).

At the 2022 AGM, the Directors were given the following authority:

- To allot a maximum of 1.34 billion shares, representing approximately one-third of the Company's issued share capital, extending to 2.68 billion if used for a rights issue
- To allot a maximum of 402.5 million shares, without first offering them to existing shareholders in proportion to their holdings, representing approximately 10% of the Company's issued share capital
- To purchase in the market a maximum of 402.5 million shares, representing up to approximately 10% of the Company's issued share capital

No shares were allotted or bought back under these authorities during the 2022 financial year and up to the date of this report. These standard authorities will expire on 29 July 2023 or at the conclusion of the 2023 AGM, whichever is earlier. The Directors will seek to renew the authorities at the AGM in 2023.

Insurance and indemnities: The Company maintains liability insurance for its Directors and officers that is renewed on an annual basis. The Company has also entered into deeds of indemnity with its Directors and certain directors of associated companies. A copy of the indemnity can be found on our website. The indemnity, which constitutes a qualifying third-party indemnity as defined in Section 234 of the Companies Act 2006, was in force during the 2022 financial year.

www.ihsplc.com/investors/governance

# Disclosures

Listing Rule 9.8.4 disclosures: There are no disclosures to be made under Listing Rule 9.8.4, other than that the Trustee of the Employees' Benefit Trust (EBT) waived its rights to receive dividends on shares it holds which do not relate to restricted shares held under the ITV Deferred Share Award Plan. See note 4.8.

Financial risk management: The Directors have carried out a robust assessment of the principal and emerging risks facing the Company, including in relation to its business model, future performance, solvency and liquidity. Details of our principal risks and associated mitigations, together with details of our approach to risk management, are set out on pages 71 to 84. Note 4.2 to the financial statements gives details of the Group's financial risk management policies and related exposures. Note 4.2 is incorporated by reference and deemed to form part of this report.

Going concern: The going concern statement is set out on page 178. The statement is incorporated by reference and deemed to form part of this report.

Data: As a part of our business activity, ITV processes large amounts of personal data. ITV recognises that to enable this use of personal data to transform our business and to meet the expectations of our viewers, advertisers and colleagues, it is critical that we continue to build on our approach to applying privacy in a lawful and ethical way. A programme of work to support this has been led by our Global Data Protection Officer. The work includes making improvements to our data governance framework and delivering our data privacy function to protect rights, engender trust and make data available for commercial purposes. ITV has a number of policies, procedures and tools in place to support this, including our Privacy and Data Protection Policy and an Information Security Policy that governs the processing and security of data. Compliance with these policies is mandatory and forms part of the Code of Ethics and Compliance. All colleagues undergo regular training to remind them of their responsibilities under these policies. Privacy and data protection is kept under review by the Audit and Risk Committee.

ITV plc Annual Report and Accounts 2022

109

CHAPTER 1: FINANCIAL RISK
03/11/2023 09:48:08 008/17/09

## Subsequent events

There were no post balance sheet events to report.

## Pensions

The Company operates a number of pension arrangements which provide retirement and death benefits for colleagues.

**ITV Pension Scheme (the Scheme):** The Scheme is predominantly a Defined Benefit (DB) scheme, which is closed to future accrual, but also includes a small Defined Contribution (DC) section closed to future contributions.

ITV Pension Scheme Limited (a wholly owned subsidiary of ITV plc) is a corporate Trustee and manages the Scheme under a trust which is separate from the Company. Members of the trustee board are formally appointed as directors of ITV Pension Scheme Limited. There are six directors including the Chair – four appointed by the Company and two nominated by the members. The Company appointed Trustee directors include the Chair and two professional independent Trustees.

Currently, the Trustee has two committees: Investment, and Corporate Affairs. The Corporate Affairs Committee is convened as and when appropriate for dealing with any corporate activities that may arise. The Trustee board and each committee hold regular meetings throughout the year at which key issues and more routine business matters are dealt with. A budget is agreed each year. The Trustee board manages risk through its meeting agendas and has a conflicts of interest policy and maintains a register of interests for each Trustee Director, which are reviewed regularly. It is the responsibility of the Trustee to have in place appropriate training for its directors and effective committee structures. The Trustee directors receive regular training throughout the year and also have the support of various professional advisers. The Group pensions department helps identify training opportunities. Training is delivered both by attendance at external courses and with targeted training to support specific agenda items at the start of the relevant trustee board meeting. Where appropriate, longer training sessions are organised. Comprehensive records are kept of all training completed by each Trustee director. The trustee board completes regular assessments of its advisers.

The Chair confirms in an annual statement that the Trustee meets its legal duties in relation to the DC section as required under the Pensions Regulator's Code of Practice 13.

Full valuations are carried out every three years. The latest actuarial valuation of the main DB scheme is due as at 1 January 2023 with the exercises expected to be completed within the statutory deadline of 31 March 2022.

**ITV Defined Contribution Plan (the Plan):** The trust based Plan was established to accept contributions from 1 March 2017 for ex-DB members and DC members who transferred from the Scheme. Eligible fixed term and permanent employees are invited to join the Plan after completing the required time in the Company's Auto-Enrolment (AE) arrangement – the AE Section of the Plan, which was set up on 1 April 2020. These individuals are given the opportunity to transfer funds from the AE plan and make backdated contributions within permitted levels.

ITV DC Trustee Limited (a wholly owned subsidiary of ITV plc) is a corporate Trustee and manages the DC assets, which are held under trust separately from the Company. Members of the trustee board are formally appointed as directors of ITV DC Trustee Limited. There are five directors including the Chair – three appointed by the Company and two nominated by the members. It is the responsibility of the Trustee to have in place appropriate training for its directors. The governance framework for managing the Plan and developing the board is in line with that in place for the ITV Pension Scheme.

The Chair confirms in an annual statement that the Trustee meets its legal duties in relation to the DC Plan as required under the Pensions Regulator's Code of Practice 13.

**Ulster Television Pension and Assurance Scheme (the UTV Scheme):** The UTV Scheme provides DB benefits. It closed to future accrual with effect from 31 March 2019.

UTV Pension Scheme Limited (a wholly owned subsidiary of ITV plc) is a corporate Trustee and manages the DB assets, which are held under trust separately from the Company. Members of the trustee board are formally appointed as directors of UTV Pension Scheme Limited. There are five directors including the Chair – three appointed by the Company (including a professional Trustee as chairman) and two nominated by the members. It is the responsibility of the Trustee to have in place appropriate training for its directors. The governance framework for managing the UTV Scheme and developing the board is in line with that in place for the ITV Pension Scheme.

Full valuations are carried out every three years. The latest actuarial valuation of the UTV scheme is due as at 1 July 2023 with the exercise expected to be completed within the statutory deadline of 30 September 2024.

**The People's Pension:** Since 2013, employers within the Group have been required to enrol all eligible individuals into a pension scheme automatically (auto-enrolment). This applies to all eligible individuals who are contracted to work for us, regardless of their contract type or tax status (i.e. it applies to workers and not simply employees). For freelancers and employees not eligible to join the DC Plan, the auto-enrolment plan is provided by a company called The People's Pension under a master trust which is run by an independent board of trustee directors and eligible individuals are enrolled into this arrangement.

**Pension Scheme Indemnities:** Qualifying pension scheme indemnity provisions, as defined in Section 235 of the Companies Act 2006, were in force for the financial year ended 31 December 2022 and remain in force for the benefit of each of the directors of ITV Pension Scheme Limited, ITV DC Trustee Limited and UTV Pension Scheme Limited. These indemnity provisions cover, to the extent permitted by law, certain losses or liabilities incurred as a director or officer of ITV Pension Scheme Limited, ITV DC Trustee Limited and UTV Pension Scheme Limited.

14 ITV plc Annual Report and Accounts 2022
## Shares

**Issued share capital:** At the date of this report, there were 4,025,409,194 ordinary shares of 10 pence each in issue, all of which are fully paid up and quoted on the London Stock Exchange.

**Rights:** The rights attaching to the Company's ordinary shares are set out in the Articles of Association. There are no securities carrying special rights.

**Restrictions:** There are no restrictions on the transfer of ordinary shares in the capital of the Company other than those which may be imposed by law from time to time. The Company is not aware of any agreements between shareholders that may result in restrictions on the transfer of securities and/or voting rights. With regard to the deadline for exercising voting rights, votes are exercisable at a general meeting of the Company in respect of which the business being voted upon is being heard. Votes may be exercised in person, by proxy or, in relation to corporate members, by corporate representatives. The Articles provide a deadline for submission of proxy forms of not less than 48 hours before the time appointed for the holding of the meeting or adjourned meeting. However, when calculating the 48-hour period, the Directors can, and have, decided not to take account of any part of a day that is not a working day. In accordance with the Disclosure Guidance and Transparency Rules (DTRs), Persons Discharging Managerial Responsibility are required to seek approval to deal in ITV shares. The Company is not aware of any agreements between shareholders that may result in restrictions on the transfer of securities and/or voting rights.

**Share schemes:** Details of employee share schemes are set out in note 4.8 of the Financial Statements. The Company has an Employees' Benefit Trust (EBT) funded by loans to acquire shares for the potential benefit of employees. Details of shares held by the EBT as at 31 December 2022 are set out in note 4.8. During the year, shares have been released from the EBT in respect of share schemes for employees. The Trustee of the EBT has the power to exercise all voting rights in relation to any investment (including ordinary shares) held within the EBT. From 2023, awards granted under the Company's Save As You Earn Scheme and the Executive Share Plan will be met by the issue of new shares when the options are exercised. Awards under the Deferred Share Award Plan will continue to be met by market purchase shares. The Company will monitor the number of shares issued under these schemes and the impact on dilution limits.

**Substantial shareholders:** Information regarding interests in voting rights provided to the Company pursuant to the DTRs is published on a Regulatory Information Service and on the Company's website.

As at 1 March 2023, the information in the table below had been received, in accordance with DTRS, from holders of notifiable interests (voting rights) in the Company's issued share capital. However, these holdings are likely to have changed since notified to the Company; notification of any change is not required until the next applicable threshold is crossed.

The number of shares is based on announcements made by each relevant shareholder using the Company's issued share capital at that date.

|   | % of direct interest in shares | % of indirect interest in shares | Total % held | Total number of shares as notified  |
| --- | --- | --- | --- | --- |
|  Ameriprise Financial, Inc and its group | 5.08 | 0.05 | 5.12 | 206,179,898  |
|  Artemis Investment Management LLP | 5.14 | - | 5.14 | 206,764,435  |
|  BlackRock, Inc | 4.98 | 0.48 | 5.46 | 219,734,242  |
|  Liberty Global Incorporated Limited | 9.90 | - | 9.90 | 288,315,510  |
|  RWC Asset Management LLP | 5.67 | - | 5.67 | 228,339,000  |
|  Schroders plc | 5.22 | 0.01 | 5.23 | 210,615,274  |

COMMONWEALTH OF WALES | 2022 | 2023 | 2024 | 2025 | 2026 | 2027 | 2028 | 2029 | 2030 | 2031 | 2032 | 2033 | 2034 | 2035 | 2036 | 2037 | 2038 | 2039 | 2040 | 2041 | 2042 | 2043 | 2044 | 2045 | 2046 | 2047 | 2048 | 2049 | 2050 | 2051 | 2052 | 2053 | 2054 | 2055 | 2056 | 2057 | 2058 | 2059 | 2060 | 2061 | 2062 | 2063 | 2064 | 2065 | 2066 | 2067 | 2068 | 2069 | 2070 | 2071 | 2072 | 2073 | 2074 | 2075 | 2076 | 2077 | 2078 | 2079 | 2080 | 2081 | 2082 | 2083 | 2084 | 2085 | 2086 | 2087 | 2088 | 2089 | 2090 | 2091 | 2092 | 2093 | 2094 | 2095 | 2096 | 2097 | 2098 | 2099 | 2100

ITV plc Annual Report and Accounts 2022

66
GOVERNANCE DIRECTORS’ REPORT CONTINUED
### Statement of Directors’
### Responsibilities The Directors are responsible for preparing the Annual Report and Accounts and the
The Directors consider that the Annual financial statements in accordance with applicable law and regulation.
Report and Accounts and accounts, taken as
a whole, is fair, balanced and understandable Company law requires the Directors to prepare financial statements for each
and provides the information necessary financial year. Under that law the Directors have prepared the Group financial
forshareholders to assess the group’s statements in accordance with UK‑adopted international accounting standards and
andcompany’s position and performance, the Company financial statements in accordance with United Kingdom Generally
business model and strategy. Accepted Accounting Practice (United Kingdom Accounting Standards, comprising
FRS 101 ‘Reduced Disclosure Framework’, and applicable law).
Each of the Directors, whose names and
functions are listed in the Board of Under company law, Directors must not approve the financial statements unless
Directors section on pages 98 to 99 confirm they are satisfied that they give a true and fair view of the state of affairs of the group
that, to the best of their knowledge: and company and of the profit or loss of the Group for that period. In preparing the
• The Group financial statements, which financial statements, the Directors are required to:
have been prepared in accordance with • select suitable accounting policies and then apply them consistently;
UK‑adopted international accounting • state whether applicable UK‑adopted international accounting standards have
standards, give a true and fair view of the been followed for the Group financial statements and United Kingdom Accounting
assets, liabilities, financial position and Standards, comprising FRS 101 have been followed for the Company financial
profit of the group statements, subject to any material departures disclosed and explained in the
• The Company financial statements, financial statements;
which have been prepared in accordance • make judgements and accounting estimates that are reasonable and prudent; and
with United Kingdom Accounting • prepare the financial statements on the going concern basis unless it is
Standards, comprising FRS 101, give a inappropriate to presume that the Group and Company will continue in business.
true and fair view of the assets, liabilities
and financial position of the Company The Directors are responsible for safeguarding the assets of the Group and Company
• The Strategic Report contained on and hence for taking reasonable steps for the prevention and detection of fraud and
pages2 to 95 includes a fair review of other irregularities.
thedevelopment and performance of
thebusiness and the position of the The Directors are also responsible for keeping adequate accounting records that are
Group and Company, together with a sufficient to show and explain the Group’s and Company’s transactions and disclose
description of the principal risks and with reasonable accuracy at any time the financial position of the Group and
uncertainties that it faces. Company and enable them to ensure that the financial statements and the
Directors’ Remuneration Report comply with the Companies Act 2006.
In the case of each Director in office at the
date the Directors’ Report is approved: The Directors are responsible for the maintenance and integrity of the Company’s
• So far as the Director is aware, there is website. Legislation in the United Kingdom governing the preparation and
norelevant audit information of which dissemination of financial statements may differ from legislation in other jurisdictions.
the Group’s and Company’s auditors
areunaware By order of the Board
• They have taken all the steps that they

| ought to have taken as a Director in order | Chris Kennedy |
| --- | --- |
| to make themselves aware of any relevant | Group CFO & COO |
| audit information and to establish that the | 2March2023 |
| Group’s and Company’s auditors are | ITV plc |
| aware of that information. | Registered Number: 4967001 |

162 ITV plc Annual Report and Accounts 2022
# Financial Statements

In this section

Keeping it simple

The financial statements have been presented in a style that attempts to make them less complex and more relevant to stakeholders and other stakeholders. We have grouped the note disclosures into five sections: 'Basis of Preparation', 'Results for the Year', 'Operating Assets and Liabilities', 'Capital Structure and Financing Costs' and 'Other Notes'. Each section sets out the accounting policies applied in producing the relevant notes, along with details of any key judgements and estimates used. The purpose of this format is to provide readers with a clearer understanding of what drives financial performance of the Group. The aim of the text in boxes is to provide commentary on each section, or note, in plain English.

Notes to the financial statements provide information required by statute, accounting standards or Listing Rules to explain a particular feature of the financial statements. The notes are a part of the financial statements and will also provide explanations and additional disclosure to assist readers' understanding and interpretation of the Annual Report and the financial statements.

## Contents

|  **Independent Auditors' Report to the members of ITV plc** | **164**  |
| --- | --- |
|  **Primary Statements** | **172**  |
|  Consolidated Income Statement | 172  |
|  Consolidated Statement of Comprehensive Income | 173  |
|  Consolidated Statement of Financial Position | 174  |
|  Consolidated Statement of Changes in Equity | 175  |
|  Consolidated Statement of Cash Flows | 177  |
|  **Section 1: Basis of Preparation** | **178**  |
|  **Section 2: Results for the Year** | **182**  |
|  2.1 Profit before tax | 182  |
|  2.2 Exceptional items | 188  |
|  2.3 Taxation | 190  |
|  2.4 Earnings per share | 193  |
|  **Section 3: Operating Assets and Liabilities** | **195**  |
|  3.1 Working capital | 195  |
|  3.2 Property, plant and equipment | 200  |
|  3.3 Intangible assets | 202  |
|  3.4 Acquisitions | 207  |
|  3.5 Investments | 209  |
|  3.6 Provisions | 210  |
|  3.7 Pensions | 212  |
|  **Section 4: Capital Structure and Financing Costs** | **221**  |
|  4.1 Net debt | 221  |
|  4.2 Borrowings | 223  |
|  4.3 Managing market risks: derivative financial instruments | 225  |
|  4.4 Net financing costs | 234  |
|  4.5 Fair value hierarchy | 235  |
|  4.6 Lease liabilities | 237  |
|  4.7 Equity | 238  |
|  4.8 Share-based compensation | 239  |
|  **Section 5: Other Notes** | **241**  |
|  5.1 Related party transactions | 241  |
|  5.2 Contingent assets and liabilities | 242  |
|  5.3 Subsidiaries exempt from audit | 243  |
|  **ITV plc Company Financial Statements** | **245**  |
|  **Notes to the ITV plc Company Financial Statements** | **247**  |

ITV plc Annual Report and Accounts 2022 163
FINANCIAL STATEMENTS - STATEMENT OF THE YEAR 2022 - 2022

# Independent Auditors' Report to the members of ITV plc

## Report on the audit of the financial statements

### Opinion

In our opinion:

- ITV plc's Group financial statements and Company financial statements (the "financial statements") give a true and fair view of the state of the Group's and of the Company's affairs as at 31 December 2022 and of the Group's profit and the Group's cash flows for the year then ended;
- the Group financial statements have been properly prepared in accordance with UK-adopted international accounting standards as applied in accordance with the provisions of the Companies Act 2006;
- the Company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, including FRS 101 'Reduced Disclosure Framework', and applicable law); and
- the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the financial statements, included within the Annual Report, which comprise the Consolidated and Company Statements of Financial Position as at 31 December 2022; the Consolidated Income Statement, the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Cash Flows, and the Consolidated and Company Statements of Changes in Equity for the year then ended; and the notes to the financial statements, which include a description of the significant accounting policies.

Our opinion is consistent with our reporting to the Audit and Risk Committee.

### Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) ("ISAs (UK)") and applicable law. Our responsibilities under ISAs (UK) are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

### Independence

We remained independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, which includes the FRC's Ethical Standard, as applicable to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

To the best of our knowledge and belief, we declare that non-audit services prohibited by the FRC's Ethical Standard were not provided.

Other than those disclosed in Note 2.1 'Profit Before Tax', we have provided no non-audit services to the Company or its controlled undertakings in the period under audit.

### Our audit approach

#### Overview

Audit scope

- We performed full scope audit procedures over nine components, covering components in the UK, USA and The Netherlands.
- Additionally, we performed a financial statement line item audit over the Box Clever provision in one component, and specified procedures over the deferred revenue and production WIP balances in one further component.
- Taken together, the entities over which audit work was performed accounted for 83% of the Group's revenue and 88% of the Group's profit before tax and operating exceptional items.

Key audit matters

- Valuation of gross defined benefit pension scheme obligations (Group)
- Valuation of complex pension scheme assets (Group)
- Presentation of exceptional items, including valuation of the Box Clever provision (Group)
- Recoverability of amounts owed by subsidiary undertakings (Company)

Materiality

- Overall Group materiality: £28.2 million (2021: £28 million) based on 5% of the Group's consolidated profit before tax and operating exceptional items.
- Overall Company materiality: £64.9 million (2021: £84.7 million) based on 1% of total assets. For the purposes of the Group audit, we applied a lower materiality of £15.4 million (2021: £18 million) to Company balances and transactions, other than those which were eliminated on consolidation in the Group financial statements.
- Performance materiality: £21.1 million (2021: £21 million) (Group) and £48.6 million (2021: £63.5 million) (Company).

#### The scope of our audit

As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements.

14

ITV plc Annual Report and Accounts 2022
#### Key audit matters

Key audit matters are those matters that, in the auditors' professional judgement, were of most significance in the audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by the auditors, including those which had the greatest effect on the overall audit strategy, the allocation of resources in the audit, and directing the efforts of the engagement team. These matters, and any comments we make on the results of our procedures thereon, were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

This is not a complete list of all risks identified by our audit.

Recoverability of amounts owed by subsidiary undertakings (Company) is a new key audit matter this year. Recoverability of investments in subsidiary undertakings (Company), which was a key audit matter last year, is no longer included because of there being limited judgement in the impairment assessment as a result of the significant headroom that exists. Otherwise, the key audit matters below are consistent with last year.

#### Valuation of gross defined benefit pension scheme obligations (Group)

|  Key audit matter | How our audit addressed the key audit matter  |
| --- | --- |
|  Refer to note 3.7 in the financial statements. The Group had gross defined benefit scheme obligations of €2,282 million (2022: €3,943 million) recognised at 31 December 2022, which are significant in the context of the overall Group balance sheet. The valuation of defined benefit pension scheme obligations involves the exercise of judgement and technical expertise in choosing appropriate actuarial assumptions such as the discount rate, inflation, and mortality rates. Management engaged external actuarial experts to assist them in selecting appropriate assumptions and to calculate the schemes' liabilities. The methodologies and assumptions utilised are judgemental and could significantly impact the magnitude of the obligations recognised. | We utilised our in-house actuarial experts to evaluate whether the assumptions and methodology used in calculating the defined benefit obligations were reasonable by: - Assessing whether the mortality rate and other demographic assumptions were reasonable based on the consideration of the specifics of each plan and industry benchmarks; - Evaluating the appropriateness of the discount and inflation rate assumptions by assessing the methodology used to set them and comparing the assumptions with our internally developed benchmarks based on national data; - Reviewing the methodology and actuarial models used by external actuaries to assess their appropriateness and testing the balance sheet liabilities and movements over the year by performing a roll-forward of the liabilities. Based on our procedures, we concluded that the key assumptions utilised lay within acceptable ranges, the methodology used to calculate the liability was appropriate, and that the liability calculation had not been materially misstated. In addition, we engaged our pension experts to consider the buyout of ITV's Section C pension scheme, including review of the contract and associated legal note to ensure the buyout had occurred on the specified date. We concluded that it was appropriate to derecognise the related pension liabilities. We assessed the related disclosures included in the Group financial statements and consider them to be appropriate.  |

FINANCIAL STATEMENTS: REASONING IN LIEU OF REASONS TO THE WORKERS' LIABILITIES

ITV plc Annual Report and Accounts 2022 165
# Independent Auditors' Report to the members of ITV plc continued

## Valuation of complex pension scheme assets (Group)

|  Key audit matter | How our audit addressed the key audit matter  |
| --- | --- |
|  Refer to note 3.7 in the financial statements. | We obtained independent confirmations from the investment managers to confirm the valuation of the scheme assets at the balance sheet date.  |
|  The Group had gross defined benefit scheme assets of £2,437 million (2021: £3,873 million) recognised at 31 December 2022, which are significant in the context of the overall balance sheet of the Group. | We understood management's processes and controls for monitoring and review of complex asset valuations.  |
|  The valuations of complex pension scheme assets such as Pooled Investment Vehicles (PIVs), property investments and longevity swaps are inherently subjective. As such, there is judgement in determining the fair value of the assets including the selection of appropriate valuation methodologies and other assumptions. Given the judgement and the quantum of these assets, this is a heightened area of audit risk. | We specifically instructed our in-house valuations experts to consider whether the assumptions and methodology used in valuing the assets were reasonable in relation to the longevity swap contract.  |
|   | For complex PIVs, we also requested and reviewed where available; third-party investment manager controls reports, details of any transactions close to the year end, and details of the latest audited financial statements, to determine whether there were any inconsistencies with the year end values being attributed.  |
|   | Based on the procedures performed, we noted no material issues arising from our work.  |

## Presentation of exceptional items, including valuation of the Box Clever provision (Group)

|  Key audit matter | How our audit addressed the key audit matter  |
| --- | --- |
|  Refer to notes 2.2 and 3.6 in the financial statements. | We substantiated a sample of exceptional items to corroborating evidence. We assessed management's rationale for the designation of certain items as exceptional against the Group's policy, considering the nature and value of these items and whether they were non-underlying in nature.  |
|  The Group recorded significant exceptional items of £65 million (2021: £196 million) which were included on the face of the consolidated income statement and disclosed within the Annual Report. | We assessed the appropriateness and completeness of the disclosures included in the Group financial statements and assessed the levels of equal prominence of GAAP and Non-GAAP measures within the Annual Report.  |
|  The presentation of items as exceptional can be judgemental and have a significant impact on the readers of the financial statements. Due to the quantum and number of exceptional items in the year, we focused on the presentation of these items to ensure they were treated consistently with the Group's accounting policy. | Specifically, with respect to the Box Clever provision, we enquired of management and their external legal counsel on the latest status of the dispute and their views as to the most likely outcome, including the form of any potential settlement. We assessed the basis for management's estimate of the provision, and utilised our in-house actuarial experts to evaluate whether the assumptions and methodology used in estimating the deficit amounts were reasonable. We noted that consistent assumptions were used for the ITV pension arrangements, all of which were in our acceptable ranges.  |
|  The Group had recorded a provision of £52 million (2021: £52 million) for the liability that might arise as a result of the Box Clever Financial Support Directions issued by the Pensions Regulator, which is unchanged since the prior year. There is continued uncertainty as to the quantum of the amount for which ITV may be liable. | We noted that there remained a significant amount of uncertainty related to this matter including the timing, amount and form of settlement. We therefore reviewed the disclosures to ensure they provide appropriate details on the developments and the range of possible outcomes.  |
|   | Based on our procedures, we were satisfied that the treatment and classification of exceptional items was consistent with the Group's policy, and the Annual Report disclosures, including the Box Clever matter, were appropriate.  |

ITV plc Annual Report and Accounts 2022
## Recoverability of amounts owed by subsidiary undertakings (Company)

|  Key audit matter | How our audit addressed the key audit matter  |
| --- | --- |
|  Refer to note iv in the Company financial statements. The Company had £3,050 million (2020: £4,804 million) of amounts due from subsidiary undertakings at 31 December 2022. There is a risk that the financial condition and future performance of the subsidiary undertakings are not sufficient to support the recoverability of the amounts due and the assets may be impaired, which involves judgement. | We evaluated management's expected credit loss assessment under IFRS 9 and the £182 million loss recognised. The balances were primarily repayable on demand and disclosed as amounts due within one year and due after more than one year based on the Company's intention to recall the debt. We considered whether the counterparties had sufficient highly liquid assets to repay the amounts due and then considered their expected manner of recovery to assess whether any expected credit losses should be recognised. Based on the procedures performed, we noted no material issues arising from our work.  |

### How we tailored the audit scope

We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial statements as a whole, taking into account the structure of the Group and the Company, the accounting processes and controls, and the industry in which they operate.

The Group is organised and managed across three divisions: Media & Entertainment (M&E), Studios and Central Services. Within the M&E and Studios divisions, given the shared systems and controls environment in the UK, we identified each individual UK business as a component. Outside of this, we identified each component at an individual entity level.

Based on our risk and materiality assessments, we determined which components required an audit of their complete financial information having consideration to the relative significance of each component to the Group, and the overall coverage obtained over each material line item in the consolidated financial statements.

Due to their high concentration of the Group's overall absolute profit before tax and operating exceptional items, we identified two financially significant components, M&E and UK Studios (for those entities which sat within the Group's shared systems and controls environment in the UK), which, in our view, required an audit of their complete financial information. We identified an additional seven components (inclusive of the Company) as requiring a complete audit in order to achieve the required coverage in respect of each material line item in the financial statements. To further supplement this coverage, an audit over specific line items was performed in one additional component which held the balance in relation to the Box Clever provision, and specified procedures over deferred revenue and production WIP were performed at one component, due to their overall size and in order to achieve the required coverage over these specific financial statement line items.

Audit work over the UK components and the specified procedures were performed by the UK Group engagement team in addition to central procedures over tax, treasury, legal claims, defined benefit pension schemes, pension assets, impairment assessments, going concern and consolidation adjustments. Audit procedures over three components were performed by other PwC network firms in The Netherlands and USA.

Where the work was performed by component audit teams, we determined the level of involvement we needed to have in the audit work at those components to be able to conclude whether sufficient appropriate audit evidence had been obtained as a basis for our opinion on the Group financial statements as a whole. Our oversight procedures included the issuance of formal, written instructions to component auditors setting out the work to be performed and regular communication throughout the audit cycle including regular component calls and a site visit to the component team in The Netherlands, review of component auditor work papers and participation in audit clearance meetings.

Taken together, the components where we performed our audit work accounted for 83% of consolidated revenue, and 88% of consolidated profit before tax and operating exceptional items. This was before considering the contribution to our audit evidence from performing audit work at the Group level, including disaggregated analytical review procedures, which covers a significant portion of the Group's smaller and lower risk components that were not directly included in our Group audit scope.

Our audit of the Company financial statements included substantive procedures over all material balances and transactions.

### The impact of climate risk on our audit

As part of our audit, we made enquiries of management to understand their process to assess the extent of the potential impact of climate change risks on the Group and its financial statements. The Group explains the impact of climate change on its business within the 'Task Force on Climate-related Financial Disclosures (TCFD)' section of the Strategic Report. Management's assessment considered the climate-related risks disclosed in the Annual Report including the impact of changes in the advertising sector, increased costs in the transition to a low carbon world and the resilience of productions to extreme weather events.

As disclosed within the basis of preparation section of the financial statements, management considered that the impact of climate change does not give rise to a material financial statement impact.

In response, we used our understanding of the Group to evaluate management's assessment; in particular, we considered how climate change risks, both physical and transitional, would impact the assumptions made in the forecasts prepared by management used in their impairment analyses and in their going concern and viability assessments. While auditing forecast cash flows, we ensured management had reflected the impact of climate change and any climate change related commitments in the forecasts. We did not identify any matters as part of this work which were inconsistent with the disclosures in the Annual Report or led to any material adjustments to the accounts.

We also read the disclosures made in relation to climate change in the other information within the Annual Report, and considered their consistency with the financial statements and our knowledge from our audit. Our responsibility over other information is further described in the 'Reporting on other information' section of our report.

ITV site Annual Report and Accounts 2022

FINANCIAL STATEMENTS: REVIEW OF THE FINANCIAL STATEMENTS (FINANCIAL STATEMENTS) BY THE WORLDWIDE (FINANCIAL STATEMENTS)

![img-10.jpeg](img-10.jpeg)
# Independent Auditors' Report to the members of ITV plc continued

## Materiality

The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures on the individual financial statement line items and disclosures and in evaluating the effect of misstatements, both individually and in aggregate on the financial statements as a whole.

Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:

|   | Financial statements - Group | Financial statements - parent company  |
| --- | --- | --- |
|  **Overall materiality** | £28.2 million (2021: £28 million) | £64.9 million (2021: £84.7 million)  |
|  **How we determined it** | 5% of the Group's consolidated profit before tax and operating exceptional items | Materiality for the Company financial statements was based on 1% of total assets. Our lower materiality of £13.4 million (2021: £18 million) for the balances and transactions which do not eliminate upon consolidation in the Group financial statements was based on our calculation and allocation of component materiality for the Group audit.  |
|  **Rationale for benchmark applied** | We considered the most appropriate benchmark on which to calculate materiality was the Group's adjusted profit before tax and operating exceptional items, in order to reflect the underlying profitability of the business over time, and since it is a key measure used by shareholders in assessing the performance of the Group. In the prior year, we had calculated materiality based on a three year average of the Group's adjusted profit before tax and operating exceptional items, primarily as a result of the impact of COVID-19 on the business. We considered the use of a single year benchmark in the current year to be appropriate given the Group's return to more normalised profits following the recovery from the effects of the pandemic. | Balances and transactions that eliminate upon consolidation were audited to a higher materiality. We considered a total asset measure to reflect the nature of the parent Company, which primarily acts as a holding Company for the Group's investments.  |

For each component in the scope of our Group audit, we allocated a materiality that is less than our overall Group materiality. The range of materiality allocated across components was between £4.5 million and £25 million.

We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the scope of our audit and the nature and extent of our testing of account balances, classes of transactions and disclosures, for example in determining sample sizes. Our performance materiality was 75% (2021: 75%) of overall materiality, amounting to £21.1 million (2021: £21 million) for the Group financial statements and £48.6 million (2021: £63.5 million) for the Company financial statements.

In determining the performance materiality, we considered a number of factors - the history of misstatements, risk assessment and aggregation risk and the effectiveness of controls - and concluded that an amount at the upper end of our normal range was appropriate.

We agreed with the Audit and Risk Committee that we would report to them misstatements identified during our audit above £1.4 million (Group and Company audits) (2021: £1.4 million) as well as misstatements below those amounts that, in our view, warranted reporting for qualitative reasons.

14 ITV plc Annual Report and Accounts 2022
## Conclusions relating to going concern

Our evaluation of the Directors' assessment of the Group's and the Company's ability to continue to adopt the going concern basis of accounting included:

- A critical assessment of management's base case and downside scenarios, challenging and obtaining corroborating evidence for the key assumptions, and verifying that the forecasts have been subject to board review and approval;
- Examining the Group's available financing, including related covenants, and maturity profile to assess liquidity through the assessment period;
- Reviewing the key inputs into the model management used to develop their scenarios to ensure that these were consistent with our understanding and the inputs used in other key accounting judgements in the financial statements such as impairment;
- Assessing the historical reliability of management forecasting by comparing budgeted results to actual performance;
- Performing our own independent sensitivity analysis to assess appropriate downside scenarios.

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 Group's and the Company's ability to continue as a going concern for a period of at least 12 months from when the financial statements are authorised for issue.

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.

However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the Group's and the Company's ability to continue as a going concern.

In relation to the Directors' reporting on how they have applied the UK Corporate Governance Code, we have nothing material to add or draw attention to in relation to the Directors' statement in the financial statements about whether the Directors considered it appropriate to adopt the going concern basis of accounting.

Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.

## Reporting on other information

The other information comprises all of the information in the Annual Report other than the financial statements and our auditors' report thereon. The Directors are responsible for the other information, which includes reporting based on the Task Force on Climate-related Financial Disclosures (TCFD) recommendations. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of assurance thereon.

In connection with our audit of the financial statements, 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 audit, or otherwise appears to be materially misstated. If we identify an apparent material inconsistency or material misstatement, we are required to perform procedures to conclude whether there is a material misstatement of the financial statements or a material misstatement of the other information. 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 based on these responsibilities.

With respect to the Strategic Report and Directors' Report, we also considered whether the disclosures required by the UK Companies Act 2006 have been included.

Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions and matters as described below.

### Strategic Report and Directors' Report

In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic Report and Directors' Report for the year ended 31 December 2022 is consistent with the financial statements and has been prepared in accordance with applicable legal requirements.

In light of the knowledge and understanding of the Group and Company and their environment obtained in the course of the audit, we did not identify any material misstatements in the Strategic Report and Directors' Report.

### Directors' Remuneration

In our opinion, the part of the Remuneration Report to be audited has been properly prepared in accordance with the Companies Act 2006.

## Corporate governance statement

The Listing Rules require us to review the Directors' statements in relation to going concern, longer-term viability and that part of the corporate governance statement relating to the Company's compliance with the provisions of the UK Corporate Governance Code specified for our review. Our additional responsibilities with respect to the corporate governance statement as other information are described in the Reporting on other information section of this report.

Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the corporate governance statement is materially consistent with the financial statements and our knowledge obtained during the audit, and we have nothing material to add or draw attention to in relation to:

- The Directors' confirmation that they have carried out a robust assessment of the emerging and principal risks;
- The disclosures in the Annual Report that describe those principal risks, what procedures are in place to identify emerging risks and an explanation of how these are being managed or mitigated;
- The Directors' statement in the financial statements about whether they considered it appropriate to adopt the going concern basis of accounting in preparing them, and their identification of any material uncertainties to the Group's and Company's ability to continue to do so over a period of at least 12 months from the date of approval of the financial statements;
- The Directors' explanation as to their assessment of the Group's and Company's prospects, the period this assessment covers and why the period is appropriate; and

ITV plc Annual Report and Accounts 2022 169

FINANCIAL STATEMENTS: REPRODUCTION IN LEASING REPORT TO THE JOURNAL OF ITV PLACING CONSENSUS
FINANCIAL STATEMENTS INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF ITV PLC CONTINUED
## Independent Auditors’ Report to the
## members of ITV plc continued
• The Directors’ statement as to whether they have a reasonable expectation that the Company will be able to continue in operation and
meet its liabilities as they fall due over the period of its assessment, including any related disclosures drawing attention to any necessary
qualifications or assumptions.
Our review of the Directors’ statement regarding the longer-term viability of the Group and Company was substantially less in scope than an
audit and only consisted of making inquiries and considering the Directors’ process supporting their statement; checking that the statement
is in alignment with the relevant provisions of the UK Corporate Governance Code; and considering whether the statement is consistent with
the financial statements and our knowledge and understanding of the Group and Company and their environment obtained in the course of
the audit.
In addition, based on the work undertaken as part of our audit, we have concluded that each of the following elements of the corporate
governance statement is materially consistent with the financial statements and our knowledge obtained during the audit:
• The Directors’ statement that they consider the Annual Report, taken as a whole, is fair, balanced and understandable, and provides the
information necessary for the members to assess the Group’s and Company's position, performance, business model and strategy;
• The section of the Annual Report that describes the review of effectiveness of risk management and internal control systems; and
• The section of the Annual Report describing the work of the Audit and Risk Committee.
We have nothing to report in respect of our responsibility to report when the Directors’ statement relating to the Company’s compliance with the
Code does not properly disclose a departure from a relevant provision of the Code specified under the Listing Rules for review by the auditors.
### Responsibilities for the financial statements and the audit
Responsibilities of the Directors for the financial statements
As explained more fully in the Statement of Directors' Responsibilities, the Directors are responsible for the preparation of the financial
statements in accordance with the applicable framework and for being satisfied that they give a true and fair view. The Directors are also
responsible for such internal control as they 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 Group’s and 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 Group or the Company or to cease operations, or have no realistic alternative but to do so.
Auditors’ 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 auditors’ 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.
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.
Based on our understanding of the Group and industry, we identified that the principal risks of non-compliance with laws and regulations
related to health and safety regulations, anti-bribery and corruption laws, competition laws, tax legislation, data privacy, broadcasting and
media regulations, and UK Listing Rules, and we considered the extent to which non-compliance might have a material effect on the financial
statements. We also considered those laws and regulations that have a direct impact on the financial statements such as the Companies Act
2006. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk
of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to manipulate the
financial performance of the Group and management bias in accounting estimates. The Group engagement team shared this risk
assessment with the component auditors so that they could include appropriate audit procedures in response to such risks in their work.
Audit procedures performed by the Group engagement team and/or component auditors included:
• Enquiry of management, those charged with governance and the Group's legal counsel around actual and potential fraud and non-
compliance with laws and regulations;
• Discussion with external lawyers regarding significant legal matters;
• Enquiry of tax and compliance functions to identify any instances of non-compliance with laws and regulations;
• Challenging assumptions made by management in determining their significant judgements and accounting estimates (refer to key
audit matters);
• Identifying and testing journal entries, in particular journal entries posted with unusual account combinations; and
• Reviewing financial statement disclosures and testing to supporting documentation.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance
with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not
detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve
deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
Our audit testing might include testing complete populations of certain transactions and balances, possibly using data auditing techniques.
However, it typically involves selecting a limited number of items for testing, rather than testing complete populations. We will often seek to
target particular items for testing based on their size or risk characteristics. In other cases, we will use audit sampling to enable us to draw a
conclusion about the population from which the sample is selected.
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report.
170 ITV plc Annual Report and Accounts 2022
### 172 ITV plc Annual Report and Accounts 2022
# Use of this report

This report, including the opinions, has been prepared for and only for the Company's members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.

# Other required reporting

# Companies Act 2006 exception reporting

Under the Companies Act 2006 we are required to report to you if, in our opinion

- we have not obtained all the information and explanations we require for our audit; or
- adequate accounting records have not been kept by the Company, or returns adequate for our audit have not been received from branches not visited by us; or
- certain disclosures of Directors' remuneration specified by law are not made; or
- the Company financial statements and the part of the Remuneration Report to be audited are not in agreement with the accounting records and returns.

We have no exceptions to report arising from this responsibility.

# Appointment

Following the recommendation of the Audit and Risk Committee, we were appointed by the members on 29 April 2021 to audit the financial statements for the year ended 31 December 2021 and subsequent financial periods. The period of total uninterrupted engagement is two years, covering the years ended 31 December 2021 to 31 December 2022.

# Other matter

As required by the Financial Conduct Authority Disclosure Guidance and Transparency Rule 4.1.14R, these financial statements form part of the ESEF-prepared annual financial report filed on the National Storage Mechanism of the Financial Conduct Authority in accordance with the ESEF Regulatory Technical Standard (ESEF RTS). This auditors' report provides no assurance over whether the annual financial report has been prepared using the single electronic format specified in the ESEF RTS.

# Jonathan Lambert (Senior Statutory Auditor)

for and on behalf of PricewaterhouseCoopers LLP

Chartered Accountants and Statutory Auditors

London

2 March 2023

ITV plc Annual Report and Accounts 2022

71

FINANCIAL STATEMENTS: REPRESENTATIVES AND REPORTS TO THE MEMBER OF ITV INC. CONTINUED
FINANCIAL STATEMENT B 1/14/2022 12:13:18 ETS

# Consolidated Income Statement

|  For the year ended 31 December | Note | 2022 £m | 2021 £m  |
| --- | --- | --- | --- |
|  Revenue | 2.1 | 3,728 | 3,453  |
|  Operating costs | 2.1 | (3,209) | (2,934)  |
|  Operating profit |  | 519 | 519  |
|  Presented as: |  |  |   |
|  Earnings before interest, tax and amortisation (EBITA) before exceptional items | 2.1 | 668 | 784  |
|  Operating exceptional items | 2.2 | (65) | (190)  |
|  Amortisation and impairment | 3.3, 3.5 | (84) | (69)  |
|  Operating profit |  | 519 | 519  |
|  Financing income | 4.4 | 13 | 8  |
|  Financing costs | 4.4 | (39) | (58)  |
|  Net financing costs |  | (26) | (50)  |
|  Share of profits after tax of joint ventures and associated undertakings | 3.5 | 8 | 12  |
|  Loss on sale of subsidiaries and investments |  | - | (1)  |
|  Profit before tax |  | 501 | 480  |
|  Taxation | 2.3 | (66) | (92)  |
|  Profit for the year |  | 435 | 388  |
|  Profit attributable to: |  |  |   |
|  Owners of the Company |  | 428 | 378  |
|  Non-controlling interests | 4.7, 6 | 7 | 10  |
|  Profit for the year |  | 435 | 388  |
|  Earnings per share |  |  |   |
|  Basic earnings per share | 2.4 | 10.7p | 9.4p  |
|  Diluted earnings per share | 2.4 | 10.6p | 9.3p  |

12

ITV plc Annual Report and Accounts 2022
FINANCIAL STATEMENTS PRIMARY STATEMENTS
## Consolidated Statement of Comprehensive Income
## Consolidated Income Statement
Re-presented*

|  |  |  |  | 2 0 | 2 2 | 2021 |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  | For the year ended 31 December Note |  | £ m | £m |
|  |  |  | Profit for the year | 435 |  | 388 |
|  | 22002222 | 2021 |  |  |  |  |
| For the year ended 31 December Note | ££mm | £m |  | 2 0 | 2 2 |  |
|  |  |  | Other comprehensive (expense)/income: |  | £ m |  |

Revenue 2.1 3,728 3,453
Items that are or may be reclassified to profit or loss
Operating costs 2.1 (3,209) (2,934)
Revaluation of financial assets 4.7. (19) –
Operating profit 519 519
Net (loss)/gain on cash flow hedges and costs of hedging 4.7.3 (2) 15
Exchange differences on translation of foreign operations (net of hedging) 4.7.3 75 16
Presented as:
Income tax credit/(charge) on items that may be reclassified to profit or loss* 2.3 6 (6)
Earnings before interest, tax and amortisation (EBITA) before exceptional items 2.1 668 78
Items that will never be reclassified to profit or loss
Op erating exceptional items 2.2 (65) (196)
Remeasurement gains/(losses) on defined benefit pension schemes 3.7 80 (58)
Amortisation and impairment 3.3, 3.5 (84) (69)
Income tax (charge)/credit on items that will never be reclassified to profit or loss* 2.3 (23) 9
Operating profit 519 519
Other comprehensive expense for the year, net of income tax 117 (2 4)
Total comprehensive income for the year 552 364
Financing income 4.4 13 8
Financing costs 4.4 (39) (58)
Total comprehensive income attributable to:

| Net financing costs (26) (50) | Owners of the Company 537 355 |  |
| --- | --- | --- |
| Share of profits after tax of joint ventures and associated undertakings 3.5 8 12 | Non-controlling interests 4.7.6 15 9 |  |
| Loss on sale of subsidiaries and investments – (1) | Total comprehensive income for the year 552 | 364 |

Profit before tax 501 480
* Income tax (charge)/credit has been re-presented on the Consolidated Statement of Comprehensive Income to differentiate between tax on items that are or may be
Taxation 2.3 (66) (92)
reclassified to profit or loss and tax on items that will never be reclassified to profit or loss. In 2021, the income tax credit was no t disaggregated.
Profit for the year 35 388
Profit attributable to:
Owners of the Company 28 378
Non-controlling interests 4.7.6 7 10
Profit for the year 35 388
Earnings per share
Basic earnings per share 2. 10.7p 9.4p
Diluted earnings per share 2. 10.6p 9.3p
ITV plc Annual Report and Accounts 2022 173
4 4 4 4 4 4 4
### 174 ITV plc Annual Report and Accounts 2022 IITTVV ppllcc Annual Report and Accounts 2022 117755
FINANCIAL STATEMENTS PRIMARY STATEMENTS CONTINUED
## Consolidated Statement of Financial Position
Re-presented*
3 1 D e c e m b e r 2 0 2 2 31 December 2021
Note £ m £m
Non-current assets

| Property, plant and equipment 3.2 286 |  |  |  |  |  | 254 |
| --- | --- | --- | --- | --- | --- | --- |
|  | 3 1 | D e c | e m | b e r | 2 0 2 2 |  |
| Intangible assets 3.3 1,609 1,478 |  |  |  |  | £ m |  |

Investments in joint ventures, associates and equity investments 3.5 130 98
Derivative financial instruments 4.3 2 –
Distribution rights 3.1.2 17 21
Contract assets 3.1.6 – 6
Defined benefit pension surplus 3.7 172 26
Other pension asset 3.7 47 62
Deferred tax asset 2.3 19 37
2,282 1,982
Current assets
Programme rights and other inventory 3.1.1 377 313
Trade and other receivables due within one year 3.1.3 692 589
Trade and other receivables due after more than one year 3.1.3 44 42
Trade and other receivables 736 631
Contract assets 3.1.6 185 183
Production work in progress 3.1.7 493 360
Current tax receivable 2.3 52 32
Derivative financial instruments 4.3 2 3
Restricted cash 4.1 – 50
Cash and cash equivalents 4.1 348 68 6
2,193 2,258
Current liabilities
Borrowings 4.1, 4.2 (289) (290)
Lease liabilities 4.6 (21) (2 1)
Derivative financial instruments 4.3 (7) (5)
Trade and other payables due within one year 3.1. (901) (849)
Trade payables due after more than one year 3.1.5 (17) (18)
Trade and other payables (91 8) (8 67)
Contract liabilities 3.1.6 (372) (359)
Current tax liabilities 2.3 (7) (20)
Provisions 3.6 (139) (120)
(1,753) (1,682)
Net current assets 440 576
Non-current liabilities
Borrowings 4.1, 4.2 (541) (7 32)
Lease liabilities 4.6 (111) (71)
Derivative financial instruments 4.3 (8) (37)
Defined benefit pension deficit 3.7 (27) (96)
Deferred tax liabilities 2.3 (57) (12)
Other payables 3.1.5 (72) (67)
Provisions 3.6 (30) (25)
(846) (1,040)
Net assets 1,876 1,518
Attributable to equity shareholders of the parent company
Share capital 4.7.1 403 403
Share premium 4.7.1 174 174
Merger and other reserves 4.7.2 211 215
Translation reserve 4.7.3 107 41
Fair value reserve 4.7. (1) 13
Retained earnings 4.7.5 928 634
Total equity attributable to equity shareholders of the parent company 1,822 1,480
Non-controlling interests 4.7.6 54 38
Total equity 1,876 1,518
* Production work in progress has been re-presented on the face of the Consolidated Statement of Financial Position. The balance was previously included within
Contract Assets and separately disclosed in the Notes to the Accounts.
The financial statements on pages 172 to 258 were approved by the Board of Directors on 2 March 2023 and were signed on its behalf by:
Chris Kennedy
Group CFO and COO
174 ITV plc Annual Report and Accounts 2022
4 4
### 176 ITV plc Annual Report and Accounts 2022
FINANCIAL STATEMENTS PRIMARY STATEMENTS CONTINUED
## Consolidated Statement of Changes in Equity
## Consolidated Statement of Financial Position
Attributable to equity shareholders of the parent company
Merger Non-
Share Share and other Translation Fair value Retained controlling T o t a l
capital premium reserves reserve* reserve earnings T o t a l interests e q u i t y
Note £m £m £m £m £m £m £ m £m £ m
Re-presented*
3311 DDeecceemmbbeerr 22002222 31 December 2021 Balance at 1 January 2022 4.7 403 174 215 41 13 634 1,480 38 1,518
Note ££mm £m T o t a l
Total comprehensive income

|  |  |  |  |  |  |  |  | T o | t a l |  | e q | u i t y |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Non-current assets |  |  | for the year |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  | £ | m |  |  | £ m |
| Property, plant and equipment 3.2 286 25 |  |  | Profit for the year – – – – |  |  | – 428 428 |  |  |  | 7 | 435 |  |
| Intangib | le assets 3.3 1,609 1,478 |  | Other comprehensive |  |  |  |  |  |  |  |  |  |
| Investments in joint ventures, associates and equity investments 3.5 130 98 |  |  | (expense)/income |  |  |  |  |  |  |  |  |  |
| Derivative financial instruments 4.3 2 – |  |  | Revaluation of financial assets 4.7. |  | – – – – (19) – (19) – (19) |  |  |  |  |  |  |  |
| Distribution rights 3.1.2 17 21 |  |  | Net loss on cash flow hedges and costs |  |  |  |  |  |  |  |  |  |
| Contract assets 3.1.6 – 6 |  |  | of hedging | 4.7.3 – – – (2) – – (2) – (2) |  |  |  |  |  |  |  |  |
| Defined benefit pension surplus 3.7 172 26 |  |  | Exchange differences on translation of |  |  |  |  |  |  |  |  |  |
| Other pension asset 3.7 47 62 |  |  | foreign operations (net of hedging) | 4.7.3 – – – 67 – – 67 8 75 |  |  |  |  |  |  |  |  |
| Deferred tax asset 2.3 19 37 |  |  | Remeasurement gain on defined |  |  |  |  |  |  |  |  |  |
|  |  | 2,282 1,982 | benefit pension schemes 3.7 – – – – – 80 80 |  |  |  |  |  |  | – 80 |  |  |
| Current assets |  |  | Income tax credit/(charge) on other |  |  |  |  |  |  |  |  |  |
|  |  |  | comprehensive income/(expense) 2.3 – – – 1 5 |  |  |  | (23) | (17) |  | – (17) |  |  |

Programme rights and other inventory 3.1.1 377 313
Total other comprehensive
Trade and other receivables due within one year 3.1.3 692 589
income/(expense) – – – 66 (14) 57 109 8 117
Trade and other receivables due after more than one year 3.1.3 44 42
Total comprehensive
Trade and other receivables 736 631
income/(expense) for the year – – – 66 (14) 485 537 15 552
Contract assets 3.1.6 185 183
Transactions with owners, recorded
Production work in progress 3.1.7 493 360
directly in equity
Current tax receivable 2.3 52 32
Contributions by and distributions
Derivative financial instruments 4.3 2 3
to owners
Restricted cash 4.1 – 50
Equity dividends – – – – – (201) (201) (3) (204)
Cash and cash equivalents 4.1 348 686
Movements due to share-based
2,193 2,258
compensation 4.8 – – – – – 19 19 – 19
Current liabilities
Movements in the employee benefit
Borrowings 4.1, 4.2 (289) (290)
trust – – – – – (2) (2) – (2)
Lease liabilities 4.6 (21) (21)
Tax on items taken directly to equity 2.3 – – – – – (7) (7) – (7)
Derivative financial instruments 4.3 (7) (5)
Total transactions with owners – – – – – (191) (191) (3) (194)
Trade and other payables due within one year 3.1. (901) (849)
Changes in non-controlling interests 4.7.6 – – (4) – – – (4) 4 –
Trade payables due after more than one year 3.1.5 (17) (18)
Balance at 31 December 2022 4.7 403 174 211 107 (1) 928 1,822 54 1,876
Trade and other payables (918) (867)
* See note 4.3 for further breakdown of Translation Reserve, including Hedging Reserve and Cost of Hedging Reserve.
Contract liabilities 3.1.6 (372) (359)
Current tax liabilities 2.3 (7) (20)
Provisions 3.6 (139) (120)
(1,753) (1,682)
Net current assets 40 576
Non-current liabilities
Borrowings 4.1, 4.2 (541) (732)
Lease liabilities 4.6 (111) (71)
Derivative financial instruments 4.3 (8) (37)
Defined benefit pension deficit 3.7 (27) (96)
Deferred tax liabilities 2.3 (57) (12)
Other payables 3.1.5 (72) (67)
Provisions 3.6 (30) (25)
(846) (1,040)
Net assets 1,876 1,518
Attributable to equity shareholders of the parent company
Sha re capital 4.7.1 403 403
Share premium 4.7.1 174 17
Merger a nd other reserves 4.7.2 211 215
Translation reserve 4.7.3 107 41
Fair value reserve 4.7. (1) 13
Retained earnings 4.7.5 928 63
Tota l equity attributable to equity shareholders of the parent company 1,822 1,480
Non-controlling interests 4.7.6 54 38
Total equity 1,876 1,518
* Production work in progress has been re-presented on the face of the Consolidated Statement of Financial Position. The balance was previously included within
Contract Assets and separately disclosed in the Notes to the Accounts.
The financial statements on pages 172 to 258 were approved by the Board of Directors on 2 March 2023 and were signed on its behalf by:
Chris Kennedy

| Group CFO and COO |  |  |  |  | ITV plc Annual Report and Accounts 2022 |  | 175 |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  | 4 4 | 4 | 4 4 4 | 4 |  |  |  |
| 176 ITV plc Annual Report and Accounts 2022 |  |  |  |  |  | IITTVV ppllcc Annual Report and Accounts 2022 117777 |  |

FINANCIAL STATEMENTS 2021-2022 (C) 2021-2022 (A) 2021-2022 (B)

# Consolidated Statement of Changes in Equity continued

|   | Note | Attributable to equity shareholders of the parent company |   |   |   |   |   | Total BN | Not- controlling interests BN | Total equity BN  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|   |   |  Share capital BN | Share premium BN | Weight and other reserves BN | Translation reserve* BN | Fair value reserve BN | Retained earnings BN  |   |   |   |
|  Balance at 1 January 2021 | 4.7 | 403 | 174 | 224 | 7 | 18 | 296 | 1,122 | 29 | 1,151  |
|  Total comprehensive income for the year |  |  |  |  |  |  |  |  |  |   |
|  Profit for the year |  | - | - | - | - | - | 378 | 378 | 10 | 388  |
|  Other comprehensive (expense)/income |  |  |  |  |  |  |  |  |  |   |
|  Net gain on cash flow hedges and costs of hedging | 4.7.3 | - | - | - | 15 | - | - | 15 | - | 15  |
|  Exchange differences on translation of foreign operations (net of hedging) | 4.7.3 | - | - | - | 17 | - | - | 17 | (1) | 16  |
|  Remeasurement losses on defined benefit pension schemes | 3.7 | - | - | - | - | - | (58) | (58) | - | (58)  |
|  Income tax (charge)/credit reclass** |  | - | - | - | 7 | (4) | (3) | - | - | -  |
|  Income tax (charge)/credit on other comprehensive income/(expense) | 2.3 | - | - | - | (5) | (1) | 9 | 3 | - | 3  |
|  Total other comprehensive income/(expense) |  | - | - | - | 34 | (5) | (52) | (23) | (1) | (24)  |
|  Total comprehensive income/(expense) for the year |  | - | - | - | 34 | (5) | 326 | 355 | 9 | 364  |
|  Transactions with owners, recorded directly in equity |  |  |  |  |  |  |  |  |  |   |
|  Contributions by and distributions to owners |  |  |  |  |  |  |  |  |  |   |
|  Equity dividends |  | - | - | - | - | - | - | - | (1) | (1)  |
|  Movements due to share-based compensation | 4.8 | - | - | - | - | - | 12 | 12 | - | 12  |
|  Tax on items taken directly to equity | 2.3 | - | - | - | - | - | 1 | 1 | - | 1  |
|  Total transactions with owners |  | - | - | - | - | - | 13 | 13 | (1) | 12  |
|  Changes in non-controlling interests | 4.7.6 | - | - | (9) | - | - | (1) | (10) | 1 | (9)  |
|  Balance at 31 December 2021 | 4.7 | 403 | 174 | 215 | 41 | 13 | 634 | 1,480 | 38 | 1,518  |

* See note 4.3 for further breakdown of Translation Reserve, including Hedging Reserve and Cost of Hedging Reserve

** Income tax on other comprehensive income has been reallocated to the relevant reserves from Retained Earnings in 2021.

14

ITV plc Annual Report and Accounts 2022
FINANCIAL STATEMENTS PRIMARY STATEMENTS CONTINUED
## Consolidated Statement of Cash Flows
## Consolidated Statement of Changes in Equity continued
2 0 2 2 2021
For the year ended 31 December Note £ m £ m £m £m
Cash flows from operating activities

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Cash generated from operations before exceptional items 2.1 590 |  |  |  |  | 714 |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  | Attributable to equity shareholders of the parent company |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 2 0 | 2 2 |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Cash flow relating to operating exceptional items: |  | £ m | £ | m |  |
|  |  |  |  | Merger |  |  |  |  |  |  |  |  |  | Non– |  |  |  |  |  |  |  |
|  | Share |  | Share | and other |  | Translation |  | Fair value |  | Retained |  |  | controlling |  | TToottaall | Operating exceptional items 2.2 (65) |  |  |  |  |  |
|  | capital |  | premium | reserves |  | reserve* |  | reserve |  | earnings |  | TToottaall | interests |  | eeqquuiittyy | Increase/ | decrease) in exceptional payables 12 |  |  |  |  |
| Note |  | £m | £m |  | £m |  | £m |  | £m |  | £m | ££mm |  | £m | ££mm |  |  |  |  |  |  |

Balance at 1 January 2021 4.7 403 174 224 7 18 296 1,122 29 1,151
Cash outflow from exceptional items (53)
(196)
Total comprehensive income
Cash generated from operations 537
for the year (111)
Defined benefit pension deficit funding (137)
Profit for the year – – – – – 378 378 10 388
Interest received 15
Other comprehensive (307)
Interest paid* (56)
(expense)/income 407
Net taxation paid (55)
Net gain on cash flow hedges and costs (74)
(233)
of hedging 4.7.3 – – – 15 – – 15 – 15 10
Net cash inflow from operating activities 304

| Exchange differences on translation of |  | (53) |
| --- | --- | --- |
| foreign operations (net of hedging) 4.7.3 – – – 17 – – 17 (1) 16 |  | (119) |
| Remeasurement losses on defined | Cash flows from investing activities |  |

(236)
benefit pension schemes 3.7 – – – – – (58) (58) – (58) Acquisition of property, plant and equipment (34)
171

| Income tax (charge)/credit reclass** – – – 7 (4) (3) – – – |  | Acquisition of intangible assets (44) |
| --- | --- | --- |
| Income tax (charge)/credit on other |  | Acquisition of subsidiary undertakings, net of cash acquired (96) |
| comprehensive income/(expense) | 2.3 – – – (5) (1) 9 3 – 3 | Acquisition of investments (13) |

(22)
Total other comprehensive Loans granted to associates and joint ventures (13)
(23)
income/(expense) – – – 3 (5) (52) (23) (1) (24) Loans repaid by associates and joint ventures 4
–
Total comprehensive Net cash outflow from investing activities (196)
(19)
income/(expense) for the year – – – 34 (5) 326 355 9 364
(5)
Transactions with owners, recorded Cash flows from financing activities
directly in equity Bank and other loans – amounts repaid (539)
(65)

| Contributions by and distributions | Bank and other loans – amounts raised 282 |
| --- | --- |
| to owners | Release of restricted cash 50 |
| Equity dividends – – – – – – – (1) (1) | Payment of lease liabilities** (22) |

(18)
Movements due to share-based Acquisition of non-controlling interests (25)
21
compensation 4.8 – – – – – 12 12 – 12 Dividends paid to non-controlling interests (3)
–
Tax on items taken directly to equity 2.3 – – – – – 1 1 – 1 Equity dividends paid (201)
(26)
Total transactions with owners – – – – – 13 13 (1) 12 Net cash outflow from financing activities (458)
(11)
Changes in non-controlling interests 4.7.6 – – (9) – – (1) (10) 1 (9)
(1)
Balance at 31 December 2021 4.7 403 174 215 41 13 634 1,480 38 1,518 Net (decrease)/increase in cash and cash equivalents (350)
–
* See note 4.3 for further breakdown of Translation Reserve, including Hedging Reserve and Cost of Hedging Reserve. (35)
Cash and cash equivalents at 1 January 4.1 686
** Income tax on other comprehensive income has been reallocated to the relevant reserves from Retained Earnings in 2021.
Effects of exchange rate changes and fair value movements 12
71
Cash and cash equivalents at 31 December 4.1 348
* Interest paid includes interest on bank, other loans, derivative financial instruments and lease liabilities. 618
(3)
** Net cash flow on lease liabilities in note 4.1 of £26 million (2021: £29 million) includes interest on lease liabilities included in interest paid of £4 million (2021:
£3 million). 686
ITV plc Annual Report and Accounts 2022 177
4 4 (
### 178 ITV plc Annual Report and Accounts 2022 IITTVV ppllcc Annual Report and Accounts 2022 117799
FINANCIAL STATEMENTS

Notes to the Financial Statements

Section 1: Basis of Preparation

In this

section

This section sets out the Group's accounting policies that relate to the financial statements as a whole. Where an accounting policy is specific to concrete, the policy is described in the note to which it relates. This section also shows new UK-adopted accounting standards, amendments and interpretations, and whether they are effective in 2022 or later years. We explain how these changes are expected to impact the financial position and performance of the Group.

The financial statements consolidate those of ITV plc ('the Company') and its subsidiaries (together referred to as the 'Group') and the Group's interests in associates and jointly controlled entities. The Company is registered in England and Wales.

These Group financial statements were prepared in accordance with UK-adopted International Accounting Standards and with the requirements of the Companies Act 2006 as applicable to companies reporting under those standards.

The accounting policies have been applied consistently in the financial years presented, other than where new policies have been adopted.

The financial statements are principally prepared on the basis of historical cost. Where other bases are applied, these are identified in the relevant accounting policy.

The parent company financial statements have been prepared in accordance with Financial Reporting Standard 101 'Reduced Disclosure Framework' (FRS 101).

The notes form part of the financial statements.

### Going concern

As at 31 December 2022, the Group was in a net debt position of £623 million (2021: £414 million), including gross borrowings of £971 million (2021: £1,159 million) offset by unrestricted cash of £348 million (2021: £686 million) and restricted cash of £111 (2021: £50 million).

In addition to £348 million of unrestricted cash (31 December 2021: £686 million), the Group has a syndicated £500 million Revolving Credit Facility entered into during 2022 and expiring in January 2028, of which £50 million was drawn at 31 December 2022. This facility replaces the £630 million Revolving Credit Facility held as at 31 December 2021 which was due to expire in December 2023. The Group also has a £300 million committed and undrawn bilateral facility expiring in June 2026 (of which £152 million was drawn at 31 December 2021), providing £1,098 million (31 December 2021: £1,464 million) of liquidity.

The £335 million Eurobond maturing in September 2022 was repaid using available cash. There are no financial covenants in relation to bonds in issue, although there are cross default provisions.

The RCF is subject to leverage and interest cover semi-annual covenant tests that require the Group to maintain a leverage ratio of below 3.5x and interest cover above 3.0x (as defined in the RCF documentation). In addition, there are £50 targets linked to the delivery of ITV's science-based carbon emissions targets. As at 31 December 2022, the Group had covenant net debt of £461 million (31 December 2021: £278 million) and its financial position was well within its covenants. The leverage and interest cover tests will be tested again on 30 June 2023.

The Revolving Credit Facility (RCF) contains Scope 1, 2 and 3 greenhouse gas emissions targets which align to ITV's stated objective to have Net Zero carbon emissions by 2030. These targets are measured at the end of each financial year and independently verified in July following the relevant December year end. Scope 1 and 2 emissions are measured separately to Scope 3 emissions. The margin on the facility reduces by 2.5bps if Scope 1, 2 and 3 targets are met, by 1.25bps if either Scope 1 and 2 targets are met or Scope 3 targets are met, and increases by 2.5bps if neither target is met. Failing to meet targets does not impact the availability of the RCF. The Group met Scope 1, 2 and 3 targets for 2021, 2022 emissions will not be verified until July 2023. Over the life of the facility, it may be necessary to recalibrate the baseline emissions level set in 2003, particularly in relation to Scope 3 emissions and there is a mechanism in the RCF documentation that allows for this.

The Directors have prepared forecasts for three cash flow scenarios (mid, high and low cases), for the period of three years from 1 January 2023 (in line with the viability assessment period). The mid case scenario is the basis for the 2023 Board approved budget. The key assumptions in the scenarios relate to fluctuations in the advertising market due to audience and/or market decline and the evolving demand in the content market, specifically relating to content pipeline. The former assumption relates to the Group's advertising revenue while the latter impacts the scale and timing of productions for ITV Studios. All scenarios have embedded inflationary impacts with increased production costs in the short to medium term as well as continued structural changes in the advertising market and viewing habits with increased focus on streaming. The Directors have also considered a number of sensitivities to the mid case scenario to arrive at a severe but plausible downside scenario that has been used to assess the appropriateness of preparing these consolidated financial statements using the going concern basis. These sensitivities include settlements in respect of ongoing litigation, lost and/or delayed Studios productions, a failure to deliver the expected consumption hours or subscriber growth for Streaming, a decline in advertising revenue in comparison to 2021 and a cyber security breach. In addition, as an equivalent of a reverse stress test, consideration has been given to all scenarios impacting simultaneously. In this highly unlikely (possibly not plausible) downside scenario the Group experiences significant loss of profit and cash-outflows but remains able to operate within its financial covenants and has sufficient liquidity during the going concern period to 30 June 2024.

14

ITV plc Annual Report and Accounts 2022
The Directors propose a final dividend of 3.3 pence per share, which equates to a full year dividend of 5.0 pence per share, subject to approval by shareholders at the AGM on 4 May 2023 (2021: 3.3 pence). The Directors intend to at least maintain this dividend over the medium term (this was included in all scenarios modelled). The Directors will continue to balance shareholder returns with a commitment to maintain investment grade credit metrics over the medium term and to continue to invest in the Group's strategy.

Consequently, the Directors are confident that the Group will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of these consolidated financial statements and therefore have prepared the consolidated financial statements on a going concern basis.

#### **Subsidiaries, joint ventures, associates and investments**

Subsidiaries are entities that are directly or indirectly controlled by the Group. Control exists where the Group is exposed, or has rights to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. In assessing control, potential voting rights that are currently exercisable or convertible are taken into account.

A joint venture is a joint arrangement in which the Group holds an interest under a contractual arrangement where the Group and one or more other parties undertake an economic activity that is subject to joint control. The Group accounts for its interests in joint ventures using the equity method. Under the equity method, the investment in the entity is stated as one line item at cost plus the investor's share of retained post-acquisition profits or losses, less any dividends received and other changes in net assets.

An associate is an entity, other than a subsidiary or joint venture, over which the Group has significant influence. Significant influence is the power to participate in, but not control or jointly control, the financial and operating decisions of an entity. These investments are also accounted for using the equity method.

Investments are entities where the Group concludes it does not have significant influence and are held at fair value unless the investment is a start-up business, in which case it is valued initially at cost as a proxy for fair value.

#### **Current/non-current distinction**

Current assets include assets held primarily for trading purposes, cash and cash equivalents, and assets expected to be realised in, or intended for sale or use in, the course of the Group's operating cycle. All other assets are classified as non-current assets.

Current liabilities include liabilities held primarily for trading purposes, liabilities expected to be settled in the course of the Group's operating cycle and those liabilities due within one year from the reporting date. All other liabilities are classified as non-current liabilities.

#### **Classification of financial instruments**

The financial assets and liabilities of the Group are classified into the following financial statement captions in the Consolidated Statement of Financial Position in accordance with IFRS 9 'Financial Instruments':

- Financial assets/liabilities at fair value through OCI – measured at fair value through other comprehensive income – separately disclosed as financial assets/liabilities in current and non-current assets and liabilities or equity investments in non-current assets
- Financial assets/liabilities at fair value through profit or loss – separately disclosed as derivative financial instruments in current and non-current assets and liabilities and included in other payables (put option liabilities and contingent consideration) or convertible loan receivable within other receivables
- Financial assets measured at amortised cost – separately disclosed as cash and cash equivalents and trade and other receivables
- Financial liabilities measured at amortised cost – separately disclosed as borrowings and trade and other payables

Judgement is required when determining the appropriate classification of the Group's financial instruments, requiring assessment of contractual provisions that do or may change the timing or amount of contractual cash flows. Details of the accounting policies for measurement of the above instruments are set out in the relevant note. Where unconditional rights to set off financial instruments exist, the Group presents the relevant instruments net in the Consolidated Statement of Financial Position.

#### **Recognition and derecognition of financial assets and liabilities**

The Group recognises a financial asset or liability when it becomes a party to the contract. Financial instruments are no longer recognised in the Consolidated Statement of Financial Position when the contractual cash flows expire or when the Group no longer retains control of substantially all the risks and rewards under the instrument.

#### **Cash and cash equivalents**

Cash and cash equivalents comprise cash balances and call deposits with a maturity of less than or equal to three months from the date of acquisition. The carrying value of cash and cash equivalents is considered to approximate fair value.

FINANCIAL INSTRUMENTS WORLD OF THE FINANCIAL SECURITIES

ITV plc Annual Report and Accounts 2022 175
FINANCIAL STATEMENTS RESULTS (FINANCIAL STATEMENTS) (FINANCIAL STATEMENTS)

# Notes to the Financial Statements
## Section 1: Basis of Preparation continued

### Foreign currencies

The primary economic environment in which the Group operates is the UK and therefore the consolidated financial statements are presented in pounds sterling ('£').

Where Group companies based in the UK transact in foreign currencies, these transactions are translated into pounds sterling at the exchange rate on the transaction date. Foreign currency monetary assets and liabilities are translated into pounds sterling at the year end exchange rate. Where there is a movement in the exchange rate between the date of the transaction and the year end, a foreign exchange gain or loss is recognised in the Consolidated Income Statement. Non-monetary assets and liabilities measured at historical cost are translated into pounds sterling at the exchange rate on the date of the transaction.

The assets and liabilities of Group companies outside of the UK are translated into pounds sterling at the year end exchange rate. The revenue, expenses and other comprehensive income of these companies are translated into pounds sterling at the average monthly exchange rate during the year. Where differences arise between these rates, they are recognised in the translation reserve within other comprehensive income.

The Group's net investments in companies outside the UK may be hedged where the currency exposure is considered to be material. Hedge accounting is implemented on certain foreign currency firm commitments, for which the effective portion of any foreign exchange gains or losses is recognised in other comprehensive income (note 4.3).

Exchange differences arising on the translation of the Group's interests in joint ventures and associates are recognised in the translation reserve within other comprehensive income.

On disposal of a foreign subsidiary, an interest in a joint venture or an associate, the related translation reserve is released to the Consolidated Income Statement as part of the gain or loss on disposal.

Where a forward currency contract is used to manage foreign exchange risk and hedge accounting is not applied, any impact of movements in currency for both the forward currency contracts and the assets and liabilities is taken to the Consolidated Income Statement.

### Accounting judgements and estimates

The preparation of financial statements requires management to exercise judgement in applying the Group's accounting policies. It also requires the use of estimates and assumptions that affect the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. The current macroeconomic environment has caused greater estimation and judgement to be applied, particularly in respect of pension obligations and discount rates used for impairment reviews.

Estimates and underlying assumptions are reviewed on an ongoing basis, with revisions recognised in the period in which the estimates are revised and in any future periods affected.

The areas involving material judgement or complexity are set out below. Additional detail on the judgements and sources of estimation uncertainty applied by management are set out in the accounting policies section of the relevant notes:

|  Area | Key judgements | Key sources of estimation uncertainty  |
| --- | --- | --- |
|  Exceptional items (See note 2.2) | The classification of income or expenses as exceptional items |   |
|  Defined benefit pension (See note 3.7) |  | Estimates of the assumptions for valuing the defined benefit obligation  |
|  Provisions related to Box Clover (see note 3.6) | The basis for calculating the provision | Estimates of the amount required to settle the potential liability  |
|  Employee-related provisions (See note 3.6) | The individuals who are included in the calculation | Estimates of the amounts required to settle the liability  |
|  Acquisition-related liabilities (See note 3.14 and 3.15) | Whether future amounts payable are linked to employment | Estimates of cash-flow forecasts to support the calculation of the future liabilities  |
|  Transmission commitments (See note 3.11) | Whether the transponder contracts should be classified as losses in accordance with IFRS 16 |   |

In addition to the above, there are a number of areas which involve a high degree of estimation and are significant to the financial statements but are not expected to have a material impact on them in the next 12 months. The key areas underlying estimation uncertainty include the reviews of onerous contracts and impairment provisions in relation to sports rights, allocation of programme rights to ITVII, impairment of intangible assets, purchase price allocation in business combinations and taxation. More detail on each of these items is given in the relevant notes.

14

ITV plc Annual Report and Accounts 2022
FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS CONTINUED
## Notes to the Financial Statements
## Section 1: Basis of Preparation continued
### Foreign currencies
The primary economic environment in which the Group operates is the UK and therefore the consolidated financial
statements are presented in pounds sterling (‘£’).
Where Group companies based in the UK transact in foreign currencies, these transactions are translated into
pounds sterling at the exchange rate on the transaction date. Foreign currency monetary assets and liabilities are
translated into pounds sterling at the year end exchange rate. Where there is a movement in the exchange rate
between the date of the transaction and the year end, a foreign exchange gain or loss is recognised in the
Consolidated Income Statement. Non-monetary assets and liabilities measured at historical cost are translated
into pounds sterling at the exchange rate on the date of the transaction.
The assets and liabilities of Group companies outside of the UK are translated into pounds sterling at the year end
exchange rate. The revenue, expenses and other comprehensive income of these companies are translated into
pounds sterling at the average monthly exchange rate during the year. Where differences arise between these rates,
they are recognised in the translation reserve within other comprehensive income.
The Group’s net investments in companies outside the UK may be hedged where the currency exposure is considered
to be material. Hedge accounting is implemented on certain foreign currency firm commitments, for which the
effective portion of any foreign exchange gains or losses is recognised in other comprehensive income (note 4.3).
Exchange differences arising on the translation of the Group’s interests in joint ventures and associates are recognised
in the translation reserve within other comprehensive income.
On disposal of a foreign subsidiary, an interest in a joint venture or an associate, the related translation reserve is
released to the Consolidated Income Statement as part of the gain or loss on disposal.
Where a forward currency contract is used to manage foreign exchange risk and hedge accounting is not applied, any
impact of movements in currency for both the forward currency contracts and the assets and liabilities is taken to
the Consolidated Income Statement.
### Accounting judgements and estimates
The preparation of financial statements requires management to exercise judgement in applying the Group’s
accounting policies. It also requires the use of estimates and assumptions that affect the reported amounts of
assets, liabilities, income and expenses. Actual results may differ from these estimates. The current macroeconomic
environment has caused greater estimation and judgement to be applied, particularly in respect of pension
obligations and discount rates used for impairment reviews.
Estimates and underlying assumptions are reviewed on an ongoing basis, with revisions recognised in the period in
which the estimates are revised and in any future periods affected.
The areas involving material judgement or complexity are set out below. Additional detail on the judgements and
sources of estimation uncertainty applied by management are set out in the accounting policies section of the
relevant notes:
Area Key judgements Key sources of estimation uncertainty

| Exceptional items | The classification of income or |  |
| --- | --- | --- |
| (See note 2.2) | expenses as exceptional items |  |
| Defined benefit pension | Estimates of the assumptions for valuing the |  |
| (See note 3.7) |  | defined benefit obligation |
| Provisions related to | The basis for calculating | Estimates of the amount required to settle the |
| Box Clever | the provision | potential liability |

(see note 3.6)

| Employee-related | The individuals who are included in | Estimates of the amounts required to settle |
| --- | --- | --- |
| provisions (See note 3.6) | the calculation | the liability |
| Acquisition-related | Whether future amounts payable | Estimates of cash-flow forecasts to support the |
| liabilities | are linked to employment | calculation of the future liabilities |

(See note 3.1.4 and 3.1.5)

| Transmission | Whether the transponder contracts |
| --- | --- |
| commitments | should be classified as leases in |
| (See note 3.1.1) | accordance with IFRS 16 |

In addition to the above, there are a number of areas which involve a high degree of estimation and are significant to
the financial statements but are not expected to have a material impact on them in the next 12 months. The key areas
underlying estimation uncertainty include the reviews of onerous contracts and impairment provisions in relation to
sports rights, allocation of programme rights to ITVX, impairment of intangible assets, purchase price allocation in
business combinations and taxation. More detail on each of these items is given in the relevant notes.
ITV plc Annual Report and Accounts 2022 181
The Directors recognise the climate crisis and the potential impact it may have on both the wider world and the success of ITV. The threat continues to evolve and businesses globally have a responsibility to take meaningful action to mitigate and prevent further climate change. The Directors are committed to reducing the impact of ITV on the environment. Climate-related risks have been identified as an emerging business risk; however, the Directors do not view them as a source of material estimation uncertainty for the Group. For further detail, see the Risks and Uncertainties section of the Strategic Report. New or amended accounting standards The following new standards and/or amendments are effective 1 January 2022, but have not had a significant impact on the Group’s results or Consolidated Statement of Financial Position. Accounting standard Requirement Impact on financial statements Amendments to IAS 16 ‘Property, Plant and Equipment’: Proceeds before intended use The amendment to IAS 16 Property, Plant and Equipment (PP&E) prohibits an entity from deducting from the cost of an item of PP&E any proceeds received from selling items produced while the entity is preparing the asset for its intended use. It also clarifies that an entity is ‘testing whether the asset is functioning properly’ when it assesses the technical and physical performance of the asset. The financial performance of the asset is not relevant to this assessment. No material change to the Group’s financial position or performance. Amendments to IAS 37 ‘Provisions, Contingent Liabilities and Contingent Assets’: Onerous Contracts – Cost of Fulfilling a Contract The amendment to IAS 37 clarifies that the direct costs of fulfilling a contract include both the incremental costs of fulfilling the contract and an allocation of other costs directly related to fulfilling contracts. Before recognising a separate provision for an onerous contract, the entity recognises any impairment loss that has occurred on assets used in fulfilling the contract. No material change to the Group’s financial position or performance. Annual Improvements to IFRS Standards 2018-2020 The following improvements were finalised in May 2020: • IFRS 9 ‘Financial Instruments’ – clarifies which fees should be included in the 10% test for derecognition of financial liabilities. • IFRS 16 ‘Leases’ – amendment of illustrative example 13 to remove the illustration of payments from the lessor relating to leasehold improvements, to remove any confusion about the treatment of lease incentives. No material change to the Group’s financial position or performance. Amendments to IFRS 3 ‘Business Combinations’ – Reference to the Conceptual Framework Minor amendments were made to IFRS 3 ‘Business Combinations’ to update the references to the Conceptual Framework for Financial Reporting and add an exception for the recognition of liabilities and contingent liabilities within the scope of IAS 37 ‘Provisions, Contingent Liabilities and Contingent Assets’ and Interpretation 21 ‘Levies’. The amendments also confirm that contingent assets should not be recognised at the acquisition date. No material change to the Group’s financial position or performance. Accounting standards effective in future periods The Directors have considered the impact on the Group of new and revised accounting standards, interpretations or amendments that are not yet effective and do not expect them to have a significant impact on the Group’s results and Consolidated Statement of Financial Position.
### 182 ITV plc Annual Report and Accounts 2022 ITV plc Annual Report and Accounts 2022 183
FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS CONTINUED
## Notes to the Financial Statements
## Section 2: Results for the Year
This section focuses on the results and performance of the Group. On the following
### In this
pages, you will find disclosures explaining the Group’s results for the year,
### section
segmental information, exceptional items, taxation and earnings per share.
This section analyses the Group’s profit before tax by reference to the activities
### 2.1 Profit Keeping
performed by the Group and an analysis of key operating costs.
### before tax it simple
Total revenue and adjusted earnings before interest, tax and amortisation (adjusted
EBITA) (both as defined in the APMs) are the Group’s key performance and profit
indicators. They reflect the way the business is managed and how the Directors
assess the performance of the Group. This section therefore also shows each
division’s contribution to total revenue and adjusted EBITA.
182 ITV plc Annual Report and Accounts 2022
Accounting policies Revenue measurement and recognition The Group derives revenue from the transfer of goods and services. Revenue recognition is based on the delivery of performance obligations and an assessment of when control is transferred to the customer. Revenue is recognised either when the performance obligation in the contract has been performed (‘point in time’ recognition) or ‘over time’ as control of the performance obligation is transferred to the customer. Customer contracts can have a wide variety of performance obligations, from production contracts to format licences and distribution activities. For these contracts, each performance obligation is identified and evaluated. Under IFRS 15 the Group needs to evaluate if a format or licence represents a right to access the content (revenue recognised over time) or represents a right to use the content (revenue recognised at a point in time). The Group has determined that most format and licence revenues are satisfied at a point in time due to there being limited ongoing involvement in the use of the licence following its transfer to the customer. The transaction price, being the amount to which the Group expects to be entitled and has rights to under the contract is allocated to the identified performance obligations. The transaction price will also include an estimate of any variable consideration where the Group’s performance may result in additional revenues. Variable consideration is estimated based on the achievement of agreed targets, such as audience targets. Variable consideration is recognised only to the extent that it is highly probable that a significant reversal of revenue recognised will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Revenue is stated exclusive of VAT and equivalent sales taxes. Complexity in advertising revenue measurement and recognition is driven by a combination of automated and manual processes involved in measuring the value delivered to the customer and therefore the value of variable consideration due. In assessing the transaction price, any non-cash consideration received from a customer is included. Non-cash consideration is measured at fair value. It takes into account the value of what the Group is receiving rather than the value of what the Group is giving up. Complex one-off contracts in all classes of revenue are assessed individually and judgement is exercised in identifying performance obligations and allocating a price to them. Timing of revenue recognition is another area of judgement particularly in respect of contracts in the ITV Studios division to assess whether revenue should be recognised at a point in time or over time.
### 118844 IITTVV ppllcc Annual Report and Accounts 2022
FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS CONTINUED
## Notes to the Financial Statements
## Section 2: Results for the Year
This section focuses on the results and performance of the Group. On the following
### In this
pages, you will find disclosures explaining the Group’s results for the year,
### section
segmental information, exceptional items, taxation and earnings per share.
This section analyses the Group’s profit before tax by reference to the activities
### 2.1 Profit Keeping
performed by the Group and an analysis of key operating costs.
### before tax it simple
Total revenue and adjusted earnings before interest, tax and amortisation (adjusted
EBITA) (both as defined in the APMs) are the Group’s key performance and profit
indicators. They reflect the way the business is managed and how the Directors
assess the performance of the Group. This section therefore also shows each
division’s contribution to total revenue and adjusted EBITA.
### Accounting policies
Revenue measurement and recognition
The Group derives revenue from the transfer of goods and services. Revenue recognition is based on the delivery of
performance obligations and an assessment of when control is transferred to the customer. Revenue is recognised
either when the performance obligation in the contract has been performed (‘point in time’ recognition) or ‘over time’
as control of the performance obligation is transferred to the customer.
Customer contracts can have a wide variety of performance obligations, from production contracts to format
licences and distribution activities. For these contracts, each performance obligation is identified and evaluated.
Under IFRS 15 the Group needs to evaluate if a format or licence represents a right to access the content (revenue
recognised over time) or represents a right to use the content (revenue recognised at a point in time). The Group has
determined that most format and licence revenues are satisfied at a point in time due to there being limited ongoing
involvement in the use of the licence following its transfer to the customer.
The transaction price, being the amount to which the Group expects to be entitled and has rights to under the
contract is allocated to the identified performance obligations. The transaction price will also include an estimate of
any variable consideration where the Group’s performance may result in additional revenues. Variable consideration
is estimated based on the achievement of agreed targets, such as audience targets. Variable consideration is
recognised only to the extent that it is highly probable that a significant reversal of revenue recognised will not occur
when the uncertainty associated with the variable consideration is subsequently resolved.
Revenue is stated exclusive of VAT and equivalent sales taxes.
Complexity in advertising revenue measurement and recognition is driven by a combination of automated and manual
processes involved in measuring the value delivered to the customer and therefore the value of variable consideration due.
In assessing the transaction price, any non-cash consideration received from a customer is included. Non-cash
consideration is measured at fair value. It takes into account the value of what the Group is receiving rather than the
value of what the Group is giving up.
Complex one-off contracts in all classes of revenue are assessed individually and judgement is exercised in
identifying performance obligations and allocating a price to them. Timing of revenue recognition is another area of
judgement particularly in respect of contracts in the ITV Studios division to assess whether revenue should be
recognised at a point in time or over time.
ITV plc Annual Report and Accounts 2022 183
Revenue recognition criteria for the Group’s key classes of revenue are as follows: Segment Major classes of revenue and revenue recognition policy Payment terms ITV Studios Programme production • Revenue generated from the programmes produced for broadcasters and streaming platforms in the UK, US and internationally is recognised at the point of delivery of an episode and acceptance by the customer. Revenue from producer for hire contracts, where in an event of cancellation, cost is recovered plus a margin, is recognised over time, over the term of the contract • Payment term is over the term of the contract Format licences • A licence is granted for the exploitation of a format in a stated territory, media and period. Licence revenue is recognised when the licence period has commenced (point in time) • Payment term is over the term of the contract Programme distribution rights • A licence is granted for the transmission of a programme in a stated territory, media and period and revenue is recognised at the point when the contract is signed, the content is available for download and the licence period has started (point in time) • Payment term is over the term of the contract Segment Major classes of revenue and revenue recognition policy Payment terms Media & Entertainment Total advertising revenue • Net advertising revenue is generated from selling spot airtime on linear TV and is recognised at the point of transmission • Online advertising revenue from video on demand is generated from selling advertising on ITVX (ITV Hub before the launch of ITVX) and is recognised at the point of delivery • Revenue from the sponsorship of programmes across ITV linear channels and online is recognised over the period of transmission • Received in the month after transmission • Received in the month after campaign is delivered • Received prior to transmission Subscriptions • Revenue from subscription services is recognised over the subscription period • Payment term is over the term of the contract or subscription period SDN • Revenue is generated from the carriage fee or capacity of the digital multiplex and is recognised over the term of the contract • Payment term is over the term of the contract Partnerships and other revenue • Revenue from platforms such as Sky and Virgin Media O2, and third-party commissions. Revenue related to performance obligations delivered over time (e.g. provision of HD and SD channels and updated library content) are recognised over the term of the contract while revenues related to one-time provision of content are recognised on delivery of the content (point in time) • Interactive revenue is earned from entries to competitions and is recognised as the event occurs (point in time) • Minorities revenue is the revenue received from Channel 3 licencees that are not part of the ITV Group. The performance obligations are delivered as programming is delivered to the licensee and revenue is recognised over the term of the contract (over time) • Other categories of revenues within ‘Partnerships and other revenue’ are individually immaterial • Payment term is over the term of the contract • Payment term is within two months of the competition being aired • Payment term is over the term of the contract
### 118844 IITTVV ppllcc Annual Report and Accounts 2022 ITV plc Annual Report and Accounts 2022 185
FINANCIAL STATEMENTS: NOTES TO THE FINANCIAL STATEMENTS/2022

# Notes to the Financial Statements
## Section 2: Results for the Year continued

The results for the year aggregate these classes of revenue into the following categories:

|   | 2022 £m | 2021 % of total | 2021 £m | 2020 % of total  |
| --- | --- | --- | --- | --- |
|  ITV Studios UK | 822 |  | 683 |   |
|  ITV Studios US | 487 |  | 372 |   |
|  ITV Studios International | 465 |  | 407 |   |
|  Global Formats and Distribution | 342 |  | 298 |   |
|  Total ITV Studios* | 2,096 | 48% | 1,760 | 44%  |
|  Total advertising revenue (TAR) | 1,931 | 44% | 1,957 | 48%  |
|  Subscriptions | 54 |  | 42 |   |
|  SDN | 55 |  | 70 |   |
|  Partnerships and other revenue | 209 |  | 213 |   |
|  Media & Entertainment | 2,249 | 52% | 2,282 | 56%  |
|  Total revenue** | 4,345 |  | 4,042 |   |

* ITV Studios UK, ITV Studios US and Studios International revenues are mainly programme production. Global Formats and Distribution revenues from programme distribution rights, format licences and gaming, live events and merchandising.
** Includes revenue supply as discussed in the APMs (page 58).

Digital revenues of £411 million (2021: £347 million) include digital advertising revenue and subscription revenue, digital sponsorship and partnership revenue, ITV Win and other revenues from digital business ventures.

### Segmental information

Operating segments, which have not been aggregated, are determined in a manner that is consistent with how the business is managed and reported to the Management Board. The Management Board is regarded as the chief operating decision-maker and considers the business, primarily from an operating activity perspective.

The Group's segments are Media & Entertainment and ITV Studios, the results of which are outlined in the following tables:

|   | ITV Studios* 2022 £m | Media & Entertainment 2022 £m | Consolidated 2022 £m  |
| --- | --- | --- | --- |
|  Total segment revenue | 2,096 | 2,249 | 4,345  |
|  Intersegment revenue | (811) | (6) | (817)  |
|  Revenue from external customers | 1,485 | 2,243 | 3,728  |
|  Adjusted EBITA ² | 259 | 464 | 723  |
|  Unrealised profit in stock adjustment |  |  | (6)  |
|  Group adjusted EBITA ³ |  |  | 717  |

|   | Restated ITV Studios** 2021 £m | Media & Entertainment 2022 £m | Restated Consolidated** 2022 £m  |
| --- | --- | --- | --- |
|  Total segment revenue | 1,760 | 2,282 | 4,042  |
|  Intersegment revenue | (583) | (6) | (589)  |
|  Revenue from external customers | 1,177 | 2,276 | 3,453  |
|  Adjusted EBITA ² | 213 | 598 | 811  |
|  Unrealised profit in stock adjustment |  |  | 2  |
|  Group adjusted EBITA ³ |  |  | 813  |

1. Intersegment revenue (separate) mainly in the UK.

2. Adjusted EBITA is EBITA adjusted to exclude exceptional items and includes the benefit of production tax credits. It is stated after the elimination of intersegment revenue and costs.

3. Group adjusted EBITA removes the profit recorded in the ITV Studios business-related to content sold to the Media & Entertainment business but unrealised profited on the balance sheet of the year end.

4. ITV Studios Adjusted EBITA for 2021 has been restated to remove the unrealised profit in stock adjustment as this is an adjustment required on consolidation only. The launch of ITV in the M&A segment is likely to increase the levels of content held on the Statement of Financial Position, potentially resulting a larger profit in stock adjustment and therefore management believes the adjustment should be recorded at a consolidated level only.

The Group's principal operations are in the United Kingdom. Revenue from external customers in the United Kingdom is £2,376 million (2021: £2,365 million) and revenue from external customers in other countries is £1,352 million (2021: £1,088 million), of which revenue of £655 million (2021: £485 million) was generated in the US during the year. The Operating and Financial Performance Review provides further detail on ITV's international revenues.

14

ITV plc Annual Report and Accounts 2022
FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS CONTINUED
## Notes to the Financial Statements
## Section 2: Results for the Year continued
The results for the year aggregate these classes of revenue into the following categories:
2022 2022 2021 2021
£m % of total £m % of total
ITV Studios UK 822 683
ITV Studios US 467 372
ITV Studios International 65 407
Global Formats and Distribution 3 2 298
Total ITV Studios* 2,096 48% 1,760 44%
Total advertising revenue (TAR) 1,931 44% 1,957 48%
Subscriptions 54 42
SDN 55 70
Partnerships and other revenue 209 213
Media & Entertainment 2,249 52% 2,282 56%
Total revenue** 4,345 4,042
* ITV Studios UK, ITV Studios US and Studios International revenues are mainly programme production. Global Formats and Distribution revenue is from
programme distribution rights, format licences and gaming, live events and merchandising.
** Includes internal supply as discussed in the APMs (page 59).
Digital revenues of £411 million (2021: £347 million) include digital advertising revenue and subscription revenue, digital
sponsorship and partnership revenue, ITV Win and other revenues from digital business ventures.
### Segmental information
Operating segments, which have not been aggregated, are determined in a manner that is consistent with how the
business is managed and reported to the Management Board. The Management Board is regarded as the chief operating
decision-maker and considers the business, primarily from an operating activity perspective.
The Groups' segments are Media & Entertainment and ITV Studios, the results of which are outlined in the following tables:
Media &

|  | ITV Studios |  | 1 | Entertainment |  | Consolidated |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  | 2022 |  |  | 2022 |  | 2022 |  |
|  |  | £m |  |  | £m |  | £m |  |
| Total segment revenue 2,096 2,249 4,3 |  |  |  |  |  |  |  | 5 |

Intersegment revenue (611) (6) (617)
Revenue from external customers 1,485 2,243 3,728
2
Adjusted EBITA 259 64 723
Unrealised profit in stock adjustment (6)
3
Group adjusted EBITA 717

| Restated ITV |  |  |  | Media & |  |  | Restated |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  | Studios | 1,4 | Entertainment |  |  | Consolidated |  |  | 4 |
|  |  | 2021 |  |  | 2021 |  |  | 2021 |  |
|  |  | £m |  |  | £m |  |  | £m |  |

Total segment revenue 1,760 2,282 4,042
Intersegment revenue (583) (6) (589)
Revenue from external customers 1,177 2,276 3,453
2
Adjusted EBITA 213 598 811
Unrealised profit in stock adjustment 2
3
Group adjusted EBITA 813
1 Intersegment revenue originates mainly in the UK.
2 Adjusted EBITA is EBITA adjusted to exclude exceptional items and includes the benefit of production tax credits. It is stated after the elimination of
intersegment revenue and costs.
3 Group adjusted EBITA removes the profit recorded in the ITV Studios business related to content sold to the Media & Entertainment business but
unutilised and held on the balance sheet at the year end.
4 ITV Studios Adjusted EBITA for 2021 has been restated to remove the unrealised profit in stock adjustment as this is an adjustment required on consolidation
only. The launch of ITVX in the M&E segment is likely to increase the levels of content held on the Statement of Financial Position, potentially requiring a larger
profit in stock adjustment and therefore management believes the adjustment should be recorded at a consolidated level only.
The Group’s principal operations are in the United Kingdom. Revenue from external customers in the United Kingdom
is £2,376 million (2021: £2,365 million) and revenue from external customers in other countries is £1,352 million
(2021: £1,088 million), of which revenue of £655 million (2021: £485 million) was generated in the US during the year.
The Operating and Financial Performance Review provides further detail on ITV’s international revenues.
ITV plc Annual Report and Accounts 2022 185
4 4 4 4 Intersegment revenue, which is earned on arm’s length terms, is mainly generated from the supply of ITV Studios programmes to Media & Entertainment for transmission primarily on the ITV network. This revenue stream is a measure that informs the Group’s strategic priority of building a strong international content business, as producing and retaining rights to the shows broadcast on the ITV network benefits the Group further from subsequent international content and format sales. In preparing the segmental information, centrally managed costs have been allocated between reportable segments on a methodology driven principally by revenue, headcount or building occupancy of each segment. This is consistent with the basis of reporting to the Board of Directors. There are two media buying agencies (2021: two) acting on behalf of a number of advertisers that represent the Group’s major customers. These agencies are the only customers that individually represent over 10% of the Group’s revenue, with £548 million (2021: £593 million) and £355 million (2021: £353 million) respectively, revenue derived from these customers. This revenue is attributable to the Media & Entertainment segment. The following table shows the total of non-current assets other than financial instruments, deferred tax assets, and pension assets broken down by location of the assets: 2022 £m 2021 £m UK 1,415 1,242 US 472 421 Rest of the world 155 187 Total non-current assets 2,0 2 1,850 Timing of revenue recognition The following table includes classes of revenue from contracts disaggregated by the timing of recognition: 2022 £m 2021 £m 2022 £m 2021 £m Products and services transferred at a point in time Products and services transferred over time Total advertising revenue, subscriptions, SDN and other M&E 1,902 1,952 341 32 Programme production, programme distribution rights 1,169 91 236 18 Format licences 76 7 4 5 Total external revenue 3,147 2,940 581 513 Forward bookings The following table includes revenue from contracts signed before the reporting date that is to be recognised in periods after the reporting date (i.e. the performance obligations remain unsatisfied or partially unsatisfied at the reporting date): 2023 £m 2024 £m 2025 £m Beyond £m Media & Entertainment 143 80 59 50 ITV Studios 206 98 40 – Total revenue 349 178 99 50 Internal supply (82) (26) – – Total external revenue 267 152 99 50 The Group applies the practical expedients in IFRS 15 and, therefore, does not disclose information about remaining performance obligations that have original expected durations of less than one year or where the price is not yet known (e.g. net advertising revenue (NAR)). ITV Studios ITV Studios is the Group’s international content business, creating and producing programmes and formats that return and travel, namely drama, entertainment and factual entertainment. ITV Studios UK is the largest commercial producer in the UK and produces programming for the Group’s own channels, accounting for 65% of ITV main channel spend on commissioned programming (2021: 70%). Programming is also sold to other UK broadcasters, networks and streaming platforms. ITV Studios US is the leading unscripted independent producer of content in the US and is growing its scripted presence by increasing investment in high-profile dramas. ITV Studios also operates in ten other international locations, together called ITV Studios International, being Australia, Germany, France, Italy, Spain, the Netherlands, Sweden, Norway, Finland and Denmark where content is produced for local and international broadcasters, networks and streaming platforms. This content is either locally created IP or formats that have been created elsewhere by ITV, primarily in the UK, the Netherlands and in Israel. ITV Studios Global Formats and Distribution division operates three centres of excellence – The Creative Network, Global Distribution and Global Entertainment. This enables the Group to create more hits, to build better brands and formats internationally and to monetise them effectively. Global Formats and Distribution license ITV’s finished programmes, formats and third-party content internationally. Within this business, the Group also finances productions both on and off ITV to acquire global distribution rights. 4 4 4 4 4
### 186 ITV plc Annual Report and Accounts 2022 ITV plc Annual Report and Accounts 2022 187
FINANCIAL STATEMENTS

# Notes to the Financial Statements
## Section 2: Results for the Year continued

### Media & Entertainment

Media & Entertainment (M&E) operates two business streams - Broadcast and Streaming. The Broadcast business is the home of ITV main channel, ITV3 and ITV4 channels, and continues to deliver ITV's USP of mass simultaneous reach. The Streaming business focuses on driving digital viewing by providing content that appeals to audiences who do most or all of their viewing on demand, and serving it to them in whatever way they want to access it. It includes our advertiser funded channels of ITV4, ITV2, ITV8e and CITV and subscription streaming service through ITV4 Premium and BritBox.

### Group adjusted EBITA

The Directors assess the performance of the reportable segments based on a measure of adjusted EBITA. The Directors use this non-FIRS measurement basis as it excludes the effect of transactions that could distort the understanding of the Group's performance for the year and comparability between periods. See the Operating and Financial Performance Review on pages 28 to 65 for the detailed explanation of the Group's use of adjusted performance measures. A reconciliation of Group adjusted EBITA to statutory profit before tax is provided as follows:

|   | Note | 2022 £m | 2021 £m  |
| --- | --- | --- | --- |
|  Group adjusted EBITA |  | 717 | 813  |
|  Production tax credits |  | (49) | (29)  |
|  EBITA before exceptional items |  | 668 | 784  |
|  Operating exceptional items | 2.2 | (65) | (196)  |
|  Amortisation and impairment |  | (84) | (69)  |
|  Net financing costs | 4.4 | (26) | (50)  |
|  Share of profits of joint ventures and associated undertakings |  | 8 | 12  |
|  Loss on sale of subsidiaries and investments |  | - | (1)  |
|  Profit before tax |  | 501 | 480  |

### Cash generated from operations

A reconciliation from profit before tax to cash generated from operations before exceptional items is as follows:

|   | Note | 2022 £m | 2021 £m  |
| --- | --- | --- | --- |
|  Cash flows from operating activities  |   |   |   |
|  Profit before tax |  | 501 | 480  |
|  Add back |  |  |   |
|  Loss on sale of subsidiaries and investments (exceptional items) |  | - | 1  |
|  Share of profits of joint ventures and associated undertakings |  | (8) | (12)  |
|  Net financing costs | 4.4 | 26 | 50  |
|  Operating exceptional items | 2.2 | 65 | 196  |
|  Depreciation of property, plant and equipment (net of exceptional items) | 3.2 | 53 | 59  |
|  Amortisation and impairment |  | 84 | 69  |
|  Share-based compensation | 4.8 | 19 | 12  |
|  Increase in programme rights and distribution rights |  | (70) | (6)  |
|  Increase in receivables and contract assets |  | (133) | (270)  |
|  Increase in payables and contract liabilities |  | 53 | 135  |
|  Movement in working capital |  | (150) | (141)  |
|  Cash generated from operations before exceptional items |  | 590 | 714  |

### Operating costs

The major components of operating costs of £3,209 million (2021: £2,934 million) are content costs of £1,216 million (2021: £1,154 million), other net costs of production of £1,444 million (2021: £1,124 million), staff costs of £347 million (2021: £332 million), depreciation, amortisation and impairment of £137 million (2021: £128 million) and operating exceptional items of £80 million (2021: £186 million).

Following the launch of ITV4, the content costs above include network schedule costs and the content costs previously allocated to BritBox UK. The comparatives above have been re-presented to reflect this change.

### Staff costs

Staff costs can be analysed as follows:

|   | 2022 £m | 2021 £m  |
| --- | --- | --- |
|  Wages and salaries | 497 | 441  |
|  Social security and other costs | 80 | 69  |
|  Share-based compensation (see note 4.8) | 19 | 12  |
|  Pension costs | 35 | 31  |
|  Total staff costs* | 631 | 553  |
|  Less: staff costs allocated to productions, exceptional items or capitalised | (284) | (221)  |
|  Net staff costs | 347 | 332  |

* Staff costs includes the management board including two executive directors but excludes the non-executives and the Chairman

14

ITV plc Annual Report and Accounts 2022
Full-time equivalent employees (FTEE) include those FTEEs that are allocated to the cost of productions during the year; however, they exclude short-term contractors and freelancers who are engaged on productions. The weighted average FTEE over the year is:

|   | 2022 | 2021  |
| --- | --- | --- |
|  ITV Studios | 4,042 | 3,816  |
|  Media & Entertainment | 2,635 | 2,499  |
|   | 6,677 | 6,315  |

The monthly average number of people employed over the year is:

|   | 2022 | 2021  |
| --- | --- | --- |
|  ITV Studios | 4,144 | 4,109  |
|  Media & Entertainment | 2,681 | 2,509  |
|   | 6,825 | 6,618  |

The increase in headcount is due to the investment in digital and technical expertise to drive our digital revenue primarily on ITVX as well as converting freelance contractors to fixed term or permanent employees.

### Depreciation

Depreciation in the year was £53 million (2021: £59 million), of which £33 million (2021: £39 million) relates to ITV Studios and £28 million (2021: £20 million) to Media & Entertainment. A further £8 million in respect of accelerated depreciation following a change in useful life of the related assets in relation to the move to a new London site has been included in exceptional items. See notes 2.2 and 3.2 for further details.

### Audit fees

The Group's auditor is PwC LLP. The Group may engage PwC on assignments additional to its statutory audit duties where its expertise and experience with the Group are important and are in line with Group's policy on auditor independence. In 2022, no non-audit fees, other than in respect of audit-related assurance services (being the review of the interim results for the six months to 30 June 2022) were paid to PwC (2021: PwC: £nil). Fees paid to PwC and its associates during the year are set out below:

|   | PwC 2022 £n | PwC 2021 £n  |
| --- | --- | --- |
|  For the audit of the Group's annual financial statements | 1.8 | 1.8  |
|  For the audit of subsidiaries of the Group | 1.3 | 1.5  |
|  Audit-related assurance services | 0.2 | 0.2  |
|  Total audit and audit-related assurance services | 3.3 | 3.5  |
|  Other assurance services | - | -  |
|  Total non-audit services* | - | -  |
|  Total fees paid to auditor | 3.3 | 3.5  |

* See details of non-audit services policy in the Audit and Risk Committee Report on page 136.

There were no fees payable in 2022 or 2021 to PwC or their associates for the auditing of financial statements of any associate or pension scheme of the Group, internal audit, and services relating to corporate finance transactions entered into or proposed to be entered into, by or on behalf of the Group or any of its associates.

ITV plc Annual Report and Accounts 2022

15

FINANCIAL STATEMENTS (WORLD) TO THE FINANCIAL STATEMENTS (COUNCIL)
FINANCIAL STATEMENTS

# Notes to the Financial Statements
## Section 2: Results for the Year continued

2.2

Exceptional items

Keeping it simple

Exceptional items are excluded from management's assessment of profit because by their size or nature they could distort the Group's underlying quality of earnings. They are typically gains or losses arising from events that are not considered part of the core operations of the business. These items are excluded to reflect performance in a consistent manner and are in line with how the business is managed and measured on a day-to-day basis.

### Accounting policies

Exceptional items as described above are highlighted on the face of the Consolidated Income Statement. See the Operating and Financial Performance Review on pages 28 to 65 for the detailed explanation of the Group's use of adjusted performance measures. Gains or losses on disposal of non-core assets are also considered exceptional due to their nature and impact on the Group's underlying quality of earnings.

### Exceptional items

Operating and non-operating exceptional items are analysed as follows:

|  (Charge)/credit | Ref. | 2022 £m | 2021 £m  |
| --- | --- | --- | --- |
|  Operating exceptional items  |   |   |   |
|  Acquisition-related expenses | A | (4) | (109)  |
|  Restructuring and transformation costs | B | (28) | (8)  |
|  Property costs | C | (24) | (8)  |
|  Pension-related costs | D | (4) | (21)  |
|  Costs related to the passing of Her Majesty Queen Elizabeth II | E | (16) | -  |
|  Sports rights | F | 5 | (1)  |
|  Transponder onerous contract | G | - | (16)  |
|  Employee-related tax provision | H | (10) | (27)  |
|  Insured trade receivable provision | I | 23 | -  |
|  Other | J | (7) | (11)  |
|  Total operating exceptional items |  | (65) | (196)  |
|  Tax on operating exceptional items |  | 8 | 16  |
|  Total operating exceptional items net of tax |  | (57) | (180)  |
|  Non-operating exceptional items  |   |   |   |
|  Financing exceptional item acquisition-related | K | - | (10)  |
|  Total non-operating exceptional items |  |  | (10)  |
|  Tax on non-operating exceptional items |  | - | -  |
|  Total exceptional items net of tax |  | (57) | (190)  |

### A. Acquisition-related expenses

Acquisition-related expenses of £4 million (2021: £109 million) relate primarily to integration costs and professional fees, mainly financial due diligence and legal costs incurred on current period acquisitions. Also included are performance-based, employment-linked expected payments to former owners, with the final determination of the second earnout on the Talpa acquisition accounting for the majority of the amount charged in 2021.

### B. Restructuring and transformation costs

Restructuring and transformation costs of £28 million (2021: £8 million) relate to one-off significant restructuring and transformation programmes of the business. Significant programmes in the year include the ITV Together programme which includes the implementation of a new cloud-based ERP solution, a software as a service (SaaS) solution where the implementation costs are expensed as incurred. The implementation of the programme commenced in 2021 and will continue into 2023 and 2024. Additional exceptional costs related to the ITV Together programme of between £8 million and £10 million are expected to be incurred to complete the foundational stage of the programme.

### C. Property costs

Following the decision to move to Broadcast Centre in early 2022, £17 million (2021: £8 million) of property costs and move related costs have been recognised as exceptional, including accelerated depreciation following a change in useful life of the related assets. Additional exceptional costs related to the property move of £10 million is expected to be incurred in 2023. An additional £7 million impairment on leasehold improvements and right of use asset has been provided following the decision to vacate our New York office and reduce our property footprint in the US.

### D. Pension-related costs

The Bse Clever provision was increased by £21 million in 2021 reflecting an increase in management's estimate of the provision required. The treatment of this increase as exceptional is consistent with the recognition of the £31 million provision in 2020 as an exceptional charge. There has been no change to the provision in 2022. See 3.6 for further details.

In April 2022, the Pension Trustee completed a buyout of Section C of the ITV Pension Scheme, which in practical terms split the bulk annuity policy into individual annuity policies for each scheme member. £4 million (2021: £nK) which related to the risk premium of Section C was paid. Further details are provided in note 3.7.

14

ITV plc Annual Report and Accounts 2022
# E. Costs related to the passing of Her Majesty Queen Elizabeth II

Following the passing of Her Majesty Queen Elizabeth II in September 2022, the M&E business incurred significant additional cost related to news coverage associated with the reporting of the death of the Queen and the funeral. These costs were over and above normal day-to-day cost and do not include any financial impact of the advertising blackout in force during this period. The business has also written off remaining Spitting Image episodes featuring the Queen as it is highly unlikely they will ever be screened and are unable to be effectively edited. In total the business has incurred £16 million of cost which is considered exceptional.

# F. Sports rights

The impact of COVID-19 on the planned sporting schedule and the consequential impact on TAR, along with changing forecasts of audience mix and revenues for certain sporting events, resulted in the recognition of a £25 million provision for impairment of specific sports rights in 2020. It is not possible to split this impairment between that caused by the COVID-19 pandemic and underlying market movements. In 2022 the remaining sports events that this provision related to were cancelled by the relevant governing body and the related provision held of £5 million was released as a refund is expected.

# G. Transponder onerous contract

In 2021 we provided £16 million for an onerous contract for a second transponder. This followed a review of our transponder capacity usage in the second half of 2020 and early 2021.

# H. Employee-related tax provisions

The determination of the employment tax status of same individuals contracted by the Group is complex. In March 2021, HMRC issued an initial assessment on several individuals engaged by the Group during the tax year 2016/17 as employed for tax purposes. In June 2021, HMRC updated guidance on factors determining the employment tax status of TV and Radio presenters.

Landmark court cases were heard by the Court of Appeal in early 2022. Whilst the Group was not involved in these cases, judgements handed down impact how employment tax status is being determined for TV and Radio presenters generally. These judgements will therefore have a bearing on how much tax might be payable by the Group.

In 2021, we provided £22 million for periods up to 31 December 2020. During 2022, we have further increased the provision by £20 million, of which £10 million relates to periods up to 31 December 2021, and is therefore considered exceptional. The increase largely relates to where the Group believes the case for self-employment has weakened in light of recent case law and HMRC's hardening stance.

Due to ongoing reviews by HMRC and court cases on this matter, the final amount payable could be significantly different to amounts currently provided. See note 3.6 for further details.

# I. Insured trade receivable provision

In 2017, the Group recorded a bad debt provision of US$41 million related to trade receivables for The Voice of China. As the Directors anticipated recovering the amount either from the counterparty or from trade credit insurance, US$37 million was treated as an exceptional cost and the insurance excess of US$4 million treated as an operating cost. All balances were held in US dollars.

US$34 million of cash received in 2018 and 2019 on behalf of the debtor was placed under review and the bad debt provision remained in place. This review is now complete and the cash received accepted and has reduced the bad debt provision. As such, the corresponding bad debt provision has been released with US$31 million treated as an exceptional credit and US$3 million treated as an operating credit, consistent with the treatment of the original expense. This results in a £23 million credit to exceptional items in 2022.

# J. Other

Included in other are legal costs in relation to litigation outside the normal course of business, including Box Clever, The Voice of Holland and the CNA investigation, offset by income received on a COVID-19 insurance claim for costs that were treated as exceptional.

# K. Acquisition-related (financing exceptional item)

In 2021, exceptional finance costs of £10 million related principally to interest accrued on exceptional acquisition-related expenses.

FINANCIAL STATEMENTS SUBJECT TO THE FINANCIAL STATEMENTS CONTAINED

ITV plc Annual Report and Accounts 2022

109
FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS CONTINUED
## Notes to the Financial Statements
## Section 2: Results for the Year continued
This section sets out the Group’s tax accounting policies, the current and deferred tax
### 2.3 Keeping
charges or credits in the year (which together make up the total tax charge or credit in
### Taxation it simple
the Consolidated Income Statement), a reconciliation of profit before tax to the tax
charge for the period and the movements in deferred tax assets and liabilities.
190 ITV plc Annual Report and Accounts 2022
4 4 Accounting policies The tax charge for the year is recognised in the Consolidated Income Statement, the Consolidated Statement of Comprehensive Income and directly in equity, according to the accounting treatment of the related transactions. The tax charge comprises both current and deferred tax. The calculation of the Group’s tax charge involves estimation and judgement in respect of certain items whose tax treatment cannot be fully determined until a resolution has been reached by the relevant tax authority. Current tax Current tax is the expected tax payable or receivable on the taxable income or loss for the year and any adjustment in respect of previous years. The Group recognises liabilities for anticipated tax issues based on estimates and judgement of the additional taxes that are likely to become due. Amounts are accrued based on management’s interpretation of specific tax law and the likelihood of settlement. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the current tax and deferred tax provisions in the period in which such determination is made. Deferred tax Deferred tax arises due to certain temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and those for taxation purposes. The following temporary differences are not provided for: • The initial recognition of goodwill • The initial recognition of assets or liabilities that affect neither accounting nor taxable profit other than in a business combination • Differences relating to investments in subsidiaries to the extent that they will probably 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. Deferred tax is calculated using tax rates that are enacted or substantively enacted at the balance sheet date. A deferred tax asset is recognised only to the extent that it is probable that sufficient taxable profit will be available to utilise the temporary difference. Recognition of deferred tax assets, therefore, involves judgement regarding the timing and level of future taxable income. Deferred tax assets and liabilities are disclosed net to the extent that they relate to taxes levied by the same authority and the Group has the right of set-off. Taxation – Consolidated Income Statement The total taxation charge in the Consolidated Income Statement is analysed as follows: 2022 £m 2021 £m Current tax: Current tax charge on profit before exceptional items (38) (108) Current tax credit on exceptional items 7 11 (31) (97) Adjustments related to prior periods 9 (7) (22) (104) Deferred tax: Origination and reversal of temporary differences (3 ) 1 Deferred tax credit on exceptional items 1 5 Impact of changes to statutory tax rates (6) (4) (39) 2 Adjustments related to prior periods (5) 10 ( 4) 12 Total taxation charge in the Consolidated Income Statement (66) (92)
### 192 ITV plc Annual Report and Accounts 2022
In order to understand how, in the Consolidated Income Statement, a tax charge of £66 million (2021: £92 million) arises on a profit before tax of £501 million (2021: £480 million), the taxation charge that would arise at the standard rate of UK corporation tax is reconciled to the actual tax charge as follows:

|   | 2022 £m | 2021 £m  |
| --- | --- | --- |
|  Profit before tax | 501 | 480  |
|  Notional taxation charge at UK corporation tax rate of 78% (2021: 19%) on profit before tax | (95) | (91)  |
|  Non-taxable income/non-deductible expenses | (15) | (9)  |
|  Overseas non-deductible exceptional expenses | - | (26)  |
|  Prior year adjustments | 4 | 3  |
|  Other taxes | (8) | (7)  |
|  Current year losses not recognised | (8) | (1)  |
|  Impact of overseas tax rates | (1) | (1)  |
|  Impact of changes in tax rates | (6) | (4)  |
|  Movement on tax provisions | (1) | (5)  |
|  Production tax credits | 64 | 58  |
|  Statutory taxation charge in the Consolidated Income Statement | (66) | (92)  |

Non-deductible expenses are expenses that are not expected to be allowable for tax purposes. Similarly, non-taxable income is income that is not expected to be taxable.

Adjustments to prior periods primarily arise where an outcome is obtained on certain tax matters, which differs from expectations held when the related provision was made. Where the outcome is more favourable than the provision made, the difference is released, lowering the current year tax charge. Where the outcome is less favourable than our provision, an additional charge to current year tax will occur. The current tax charge includes a £9 million credit (2021: £7 million charge) relating to prior years, and the deferred tax charge includes a £5 million charge (2021: £10 million credit) relating to prior years. This adjustment has arisen following changes in estimates of taxes that have already become due, or will become due in the future.

Other taxes of £8 million charge (2021: £7 million charge) includes state taxes of £4 million in the US, local taxes of £2 million in Germany, Italy and France plus £2 million of irrecoverable withholding tax in the UK.

The impact of overseas tax rates reflects the fact that some of our profits are earned in territories other than the UK and taxed at rates different from the UK corporation tax rate. In 2022, the total impact is £1 million charge (2021: £10 million credit) due to profits arising in higher tax jurisdictions.

The increase in the UK corporation tax rate from 19% to 25%, which is effective from 1 April 2023, will increase the Group's future current tax charge. A deferred tax liability has been calculated and the current year movement on the change in the tax rate is a £6 million charge through the Consolidated Income Statement and a £3 million charge through other comprehensive income or equity.

In line with our accounting policy on current tax, provisions are held on the balance sheet within current tax liabilities in respect of uncertain tax positions where management believes that it is probable that future payments of tax will be required.

The production tax credits included within the reconciliation above are UK High-End Television (HETV) tax credits and Children's Television tax credits, which are part of a group of incentives provided to support the creative industries in the UK. The ability to access these tax credits is fundamental when assessing the viability of investment decisions in the production of high-end drama and children's programmes. Under IFRS, these production tax credits are reported within the total taxation charge in the Consolidated Income Statement. However, ITV considers them to be a contribution to production costs, and therefore working capital in nature, and excludes them from its adjusted tax charge, including them instead within Adjusted EBITA.

The effective tax rate is 13.2% (2021: 19.2%), and is the statutory tax charge on the face of the Consolidated Income Statement expressed as a percentage of the profit before tax. The tax rate is lower than in 2021 primarily due to the exceptional earnest charge in relation to the Talpa BV acquisition, which was not deductible for tax purposes and impacted the tax rate and an increase in production tax credits in the year. As explained in the Finance Review, the Group uses an adjusted tax rate to show how tax impacts total adjusted earnings in a way that is more aligned with the Group's cash tax position. The adjusted tax rate is 20.1% (2021: 19.9%).

In 2022, the current year movement recognised in the Consolidated Income Statement on origination and reversal of temporary differences (excluding exceptional items) is a charge of £34 million, compared with a credit of £1 million in 2021.

FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS CONTENTS

ITV plc Annual Report and Accounts 2022

101
Notes to the Financial Statements
Section 2: Results for the Year continued

# Taxation – Other comprehensive income (OCI) and equity

As analysed in the table below a deferred tax charge of £23 million (2021: £2 million charge) has been recognised on actuarial movements on pensions. Other temporary differences recognised in other comprehensive income include, a deferred tax credit of £5 million (2021: charge of £1 million) on gifts, £1 million deferred tax credit on derivatives (2021: £4 million charge) and no deferred tax movement on the cost of hedging (2021: £2 million credit). A deferred tax charge of £7 million (2021: £2 million credit) has been recognised in equity in respect of share-based payments.

There has been no current tax recognised in other comprehensive income in the current period on foreign exchange movements net of hedging (2021: £3 million charge) or on pensions (2021: £11 million credit). There has been no current tax recognised in equity in the current period in relation to share-based compensation (2021: £nil).

# Taxation – Consolidated Statement of Financial Position

The table below outlines the deferred tax assets/(liabilities) that are recognised in the Consolidated Statement of Financial Position, together with their movements in the year.

|   | At 1 January 2022 £m | Recognised in the income statement £m | Recognised in OCI and equity £m | Other* £m | Foreign exchange £m | At December 2022 £m  |
| --- | --- | --- | --- | --- | --- | --- |
|  Tangible assets | 4 | (3) | – | – | – | 3  |
|  Intangible assets | (45) | 1 | – | (3) | (2) | (49)  |
|  Pension scheme | (6) | (27) | (23) | – | – | (56)  |
|  Tax losses | 32 | (8) | – | – | 3 | 27  |
|  Share-based compensation | 11 | 5 | (7) | – | – | 9  |
|  Other temporary differences | 39 | (12) | 6 | 4 | 3 | 30  |
|   | 25 | (44) | (24) | 1 | 4 | (38)  |

* £3 million of the movement in Other relates to business acquisitions

|   | At 1 January 2022 £m | Recognised in the income statement £m | Recognised in OCI and equity £m | Foreign exchange £m | At December 2022 £m  |
| --- | --- | --- | --- | --- | --- |
|  Tangible assets | 8 | (3) | – | (1) | 4  |
|  Intangible assets | (41) | (5) | – | 1 | (45)  |
|  Pension scheme | (5) | 1 | (2) | – | (6)  |
|  Tax losses | 35 | (3) | – | – | 32  |
|  Share-based compensation | 8 | 1 | 2 | – | 11  |
|  Other temporary differences | 9 | 23 | (1) | – | 29  |
|   | 14 | 14 | (3) | – | 25  |

At 31 December 2022, the net deferred tax liability position is £38 million (2021: £25 million asset), consisting of total deferred tax assets of £153 million (2021: £154 million) and total deferred tax liabilities of £171 million (2021: £169 million). The Consolidated Statement of Financial Position presents deferred tax after netting off balances within countries – a deferred tax asset of £19 million and a deferred tax liability of £57 million (2021: deferred tax asset of £37 million and a deferred tax liability of £12 million).

The deferred tax balances relate to:

- Property, plant and equipment temporary differences arising on assets qualifying for tax depreciation
- Temporary differences on intangible assets, including those arising on business combinations
- Programme rights – temporary differences on intercompany profits on stock
- Pension scheme temporary differences on the IAS 19 pension surplus and SDN and LTVC pension funding partnerships
- Temporary differences arising from the timing of the use of tax losses
- Share-based compensation temporary differences on share schemes
- Other temporary differences on provisions and financial instruments

The deferred tax balance associated with the pension surplus reflects the current tax benefit obtained in 2022 following the employer contributions to the Group's defined benefit pension scheme. The adjustment in other comprehensive income to the deferred tax balances relates to the actuarial gain recognised in the year.

12 ITV plc Annual Report and Accounts 2022
FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS CONTINUED
## Notes to the Financial Statements
## Section 2: Results for the Year continued
### Taxation – Other comprehensive income (OCI) and equity
As analysed in the table below a deferred tax charge of £23 million (2021: £2 million charge) has been recognised on
actuarial movements on pensions. Other temporary differences recognised in other comprehensive income include,
a deferred tax credit of £5 million (2021: charge of £1 million) on gilts, £1 million deferred tax credit on derivatives
(2021: £4 million charge) and no deferred tax movement on the cost of hedging (2021: £2 million credit). A deferred
tax charge of £7 million (2021: £2 million credit) has been recognised in equity in respect of share-based payments.
There has been no current tax recognised in other comprehensive income in the current period on foreign exchange
movements net of hedging (2021: £3 million charge) or on pensions (2021: £11 million credit). There has been no
current tax recognised in equity in the current period in relation to share-based compensation (2021: £nil).
### Taxation – Consolidated Statement of Financial Position
The table below outlines the deferred tax assets/(liabilities) that are recognised in the Consolidated Statement of
Financial Position, together with their movements in the year:

|  |  | At | Recognised in |  | Recognised |  |  |  |  |  |  | At |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  | 1 January |  | the income |  |  | in OCI |  |  | Foreign |  | 31 December |  |
|  |  | 2022 | statement |  | and equity |  | Other* |  | exchange |  |  | 2022 |
|  |  | £m |  | £m |  | £m |  | £m |  | £m |  | £m |
| Tangible assets |  | (3) – – – 1 |  |  |  |  |  |  |  |  |  |  |

Intangible assets (45) 1 – (3) (2) (49)
Pension scheme (6) (27) (23) – – (56)
Tax losses 32 (8) – – 3 27
Share-based compensation 11 5 (7) – – 9
Other temporary differences 29 (12) 6 3 30
Earnings per share (EPS) is the amount of post-tax profit attributable to each share.
### 25 ( ) (2 ) 1 (38) 2.4 Keeping
* £3 million of the movement in Other relates to business acquisitions Earnings it simple Basic EPS is calculated on the Group profit for the year attributable to equity
shareholders of £428 million (2021: £378 million) divided by 4,010 million
### per share
(2021: 4,005 million), being the weighted average number of shares in issue

|  |  | At | Recognised in |  |  | Recognised |  |  |  |  | At |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  | 1 January |  |  | the income |  |  | in OCI | Foreign |  | 31 December |  | during the year, which excludes EBT shares held in trust (see note 4.8). |
|  |  | 2021 |  | statement |  | and equity |  | exchange |  |  | 2021 |  |
|  |  | £m |  |  | £m |  | £m |  | £m |  | £m | Diluted EPS reflects any commitments made by the Group to issue shares in the |
| Tangible assets 8 (3) – (1) |  |  |  |  |  |  |  |  |  |  |  | future and so it includes the impact of share options. |

Intangible assets (41) (5) – 1 (45)
Adjusted EPS is presented in order to show the business performance of the Group
Pension scheme (5) 1 (2) – (6)
in a consistent manner and reflect how the business is managed and measured on
Tax losses 35 (3) – – 32
a day-to-day basis. Adjusted EPS reflects the impact of operating and non-
Share-based compensation 8 1 2 – 11
operating exceptional items on Basic EPS. Other items excluded from Adjusted EPS
Other temporary differences 9 23 (3) – 29
are amortisation and impairment of intangible assets acquired through business
1 1 (3) – 25 combinations; net financing cost adjustments; and the tax adjustments relating to
these items. Each of these adjustments is explained in detail in the section below.
At 31 December 2022, the net deferred tax liability position is £38 million (2021: £25 million asset), consisting of total
deferred tax assets of £133 million (2021: £134 million) and total deferred tax liabilities of £171 million (2021: £109 million).
The Consolidated Statement of Financial Position presents deferred tax after netting off balances within countries –
a deferred tax asset of £19 million and a deferred tax liability of £57 million (2021: deferred tax asset of £37 million
and a deferred tax liability of £12 million).
The deferred tax balances relate to:
• Property, plant and equipment temporary differences arising on assets qualifying for tax depreciation
• Temporary differences on intangible assets, including those arising on business combinations
• Programme rights – temporary differences on intercompany profits on stock
• Pension scheme temporary differences on the IAS 19 pension surplus and SDN and LTVC pension
funding partnerships
• Temporary differences arising from the timing of the use of tax losses
• Share-based compensation temporary differences on share schemes
• Other temporary differences on provisions and financial instruments
The deferred tax balance associated with the pension surplus reflects the current tax benefit obtained in 2022
following the employer contributions to the Group’s defined benefit pension scheme. The adjustment in other
comprehensive income to the deferred tax balances relates to the actuarial gain recognised in the year.
ITV plc Annual Report and Accounts 2022 193
4 4 4 4 4 4 4 4 4 4 4 A deferred tax asset of £27 million (2021: £32 million) has been recognised for tax losses where a full recovery is expected based on forecasted taxable profits. A deferred tax asset of £558 million (2021: £559 million) in respect of capital losses of £2,231 million (2021: £2,237 million) has not been recognised due to uncertainties as to whether capital gains will arise in the appropriate form and relevant territories against which such losses could be utilised. The decrease in the deferred tax asset in respect of the capital losses compared to the prior year is due to the dissolution of two companies that held capital losses. Due to uncertainty over the timing and extent of their utilisation, the Group has not recognised deferred tax assets of £13 million (2021: £12 million) in respect of UK losses of £53 million (2021: £48 million), £19 million (2021: £15 million) in respect of overseas losses of £84 million (2021: £67 million) including £3 million in respect of losses that expire between 2023 and 2027 and £5 million (2021: £nil) in respect of other overseas short-term timing differences of £16 million. Subsidiaries of ITV PLC Group have undistributed earnings of £26 million (2021: £16 million) which, if paid out as dividends, would be subject to tax in the hands of the recipient. An assessable temporary difference exists, but no deferred tax liability has been recognised as ITV PLC Group is able to control the timing of the distributions from these subsidiaries and is not expected to distribute these profits in the foreseeable future. During 2021, the OECD published a framework for the introduction of a global minimum effective tax rate of 15%, applicable to large multinational groups. HM Treasury has published draft legislation to implement these 'Pillar Two' rules for accounting periods starting on or after 31 December 2023. The Group is reviewing these draft rules, which have not been substantively enacted, to understand any potential impacts. On 17th November 2022, the UK government announced plans to reform the current system of AV tax credits and has opened a consultation on its proposals to merge the four existing AV schemes (film, high-end TV, children's TV and animation) into a single scheme and modernise the criteria for the high-end TV scheme. In addition, the government is proposing reform of the entire system, changing it from a system of tax relief to expenditure credits. The outcome of the consultation may change the economic value of high-end TV tax credits to ITV and the way they are claimed and accounted for. ITV has responded to the consultation and will continue to monitor future developments. The calculation of Basic EPS and Adjusted EPS, together with the diluted impact on each, is set out below: Basic earnings per share 2022 2021 Profit for the year attributable to equity shareholders of ITV plc (£m) 28 378 Weighted average number of ordinary shares in issue – million 4,010 4,005 Basic earnings per ordinary share 10.7p 9.4p Diluted earnings per share 2022 2021 Profit for the year attributable to equity shareholders of ITV plc (£m) 28 378 Weighted average number of ordinary shares in issue – million 4,010 4,005 Dilution due to share options 36 46 Total weighted average number of ordinary shares in issue – million 4,046 4,051 Diluted earnings per ordinary share 10.6p 9.3p
### 194 ITV plc Annual Report and Accounts 2022 ITV plc Annual Report and Accounts 2022 195
FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS CONTINUED
## Notes to the Financial Statements
## Section 2: Results for the Year continued
### Adjusted earnings per share

|  |  | 2022 | 2021 |
| --- | --- | --- | --- |
|  | Ref. | £m | £m |
| Profit for the year attributable to equity shareholders of ITV plc |  | 28 378 |  |

Exceptional items (net of tax) A 57 180
Profit for the year before exceptional items 85 558
Amortisation and impairment of acquired intangible assets B 45 37
Loss on sale of subsidiaries and investments C – 1
Adjustments to net financing costs D – 15
Adjusted profit 530 611
Total weighted average number of ordinary shares in issue – million 4,010 4,005
Adjusted earnings per ordinary share 13.2p 15.3p
### Diluted adjusted earnings per share
2022 2021
Adjusted profit (£m) 530 611
Weighted average number of ordinary shares in issue – million 4,010 4,005
Dilution due to share options 36 46
Total weighted average number of ordinary shares in issue – million 4,046 4,051
Diluted adjusted earnings per ordinary share 13.1p 15.1p
Details of the adjustments to earnings are as follows:
A. Exceptional items (net of tax) £57 million (2021: £180 million)
Exceptional items of £65 million (2021: £196 million), net of related tax credit of £8 million (2021: £16 million).
The exceptional items have been taxed in accordance with the tax treatment of the underlying transaction at the tax
rate of the jurisdiction to which they relate. The £65 million exceptional charge comprises exceptional costs of £91
million and an exceptional credit of £26 million. £13 million of the exceptional costs were disallowed for tax purposes and
so there is no associated tax credit. The £23 million exceptional credit related to the insured trade receivable provision
held in the Netherlands released in the year for The Voice of China, which is taxed at 26%, and results in a tax charge of
£6 million. The majority of the remaining net exceptional costs of £75 million were taxed at the UK tax rate of 19%, giving
a tax credit of £14 million. See note 2.2 for the detailed composition of exceptional items
B. Amortisation and impairment of acquired intangible assets of £45 million (2021: £37 million)
Amortisation and impairment of assets acquired through business combinations and investments of £84 million
(2021: £69 million), excluding amortisation of software licences and development of £27 million (2021: £20 million),
net of related tax credit of £12 million (2021: £12 million)
C. Loss on sale of non-current assets and investments of £nil (2021: £1 million)
Loss on sale of investments of £nil (2021: £1 million), net of related tax credit of £nil (2021: related tax charge of £nil)
D. Adjustments to net financing costs £nil (2021: £15 million)
Adjustments to net financing costs includes exceptional finance costs of £nil (2021: £10 million) relating principally
to interest accrued on exceptional acquisition-related expenses; foreign exchange, pension interest charges and
the unwind of discounting on acquisition related liabilities of £nil (2021: £9 million), net of related tax credit of £nil
(2021: £4 million)
194 ITV plc Annual Report and Accounts 2022
4 4
### 196 ITV plc Annual Report and Accounts 2022
FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS CONTINUED
## Notes to the Financial Statements
## Section 3: Operating Assets and Liabilities
This section shows the assets used to generate the Group’s trading performance
### In this
and the liabilities incurred as a result. On the following pages, there are notes
### section
covering working capital, non-current assets and liabilities, acquisitions and
disposals, provisions and pensions.
Liabilities relating to the Group’s financing activities are addressed in section 4.
Deferred tax assets and liabilities are shown in note 2.3.
Working capital represents the assets and liabilities the Group generates through its
### 3.1 Keeping
trading activity. The Group therefore defines working capital as distribution rights,
### Working it simple
programme rights, trade and other receivables, trade and other payables, contract
### capital assets and liabilities and production work in progress.
Careful management of working capital ensures that the Group can meet its trading
and financing obligations within its ordinary operating cycle.
Working capital is a driver of the profit to cash conversion ratio, a key performance
indicator for the Group. For those subsidiaries acquired during the year, working
capital at the date of acquisition is excluded from the profit to cash calculation so
that only subsequent working capital movements in the period controlled by ITV are
reflected in this metric.
In the following note, you will find further information regarding working capital
management and analysis of the elements of working capital.
### 3.1.1 Programme rights and commitments
Accounting policies
Rights are recognised when the Group controls the respective rights and the risks and rewards associated with them.
Programme rights not yet utilised are included in the Consolidated Statement of Financial Position at the lower of
cost and net realisable value. In assessing net realisable value for programmes in production, judgement is required
when considering the contracted sales price and estimated costs to complete.
ITV plc Annual Report and Accounts 2022 195
Programme rights ITVX, our new, free, ad-funded streaming service (with a premium subscription proposition) launched in December 2022, combining ITV Hub, ITV Hub+ and BritBox UK. In preparation for the launch, the Group reviewed its policies around programme rights as ITVX has a wider variety of programming compared to the ITV Hub service. The policies reviewed included how the programme rights are allocated to linear and ITVX, when programme rights are recognised in the Consolidated Statement of Financial Position; when these costs are released to the Consolidated Income Statement; and the impairment review of the carrying values of programme rights held. In order to establish the new policies, the Group set out to understand the pattern in which the programme right is expected to be consumed on linear and the new streaming platform. The Group then established a method to allocate the programme right asset between streaming and linear based on a pattern of viewing. Consumption of content varies based on the type of programme right as well as the type of platform it is transmitted on. Programme rights are expensed through operating costs reflecting the pattern in which management expects the right to be consumed. Type of programme Streaming policy Linear policy Acquired content Cost charged to the Consolidated Income Statement on a declining-balance method over the licence period. Cost charged to the Consolidated Income Statement over a number of linear transmissions (episodic). Commissioned content Cost charged to the Consolidated Income Statement on a declining-balance method over the licence period Cost charged to the Consolidated Income Statement on first linear transmission (episodic). Sports rights Cost charged to the Consolidated Income Statement on first transmission. Cost charged to the Consolidated Income Statement on first linear transmission. Current affairs, live events, soaps Cost charged to the Consolidated Income Statement on first transmission. Cost charged to the Consolidated Income Statement on first linear transmission. Library of content (ITVX only) Straight-line amortisation over licence windows. Acquired programme rights are purchased for the primary purpose of broadcasting on the ITV family of channels, including ad-funded streaming service and subscription streaming service platforms. These are recognised within current assets the earlier of when payments are made or when the rights are ready for exploitation. Commissions, which primarily comprise programmes purchased, based on editorial specification and over which the Group has some control, are recognised in current assets as payments are made. The net realisable value assessment for acquired and commissioned rights (excluding sports rights) is based on estimated airtime value. The net realisable value is assessed on a portfolio basis unless specific indicators of impairment are identified. The net realisable value assessment for sports rights is based on the estimated airtime value on the transmission date of the sporting event.
ITV plc Annual Report and Accounts 2022 197
FINANCIAL STATEMENTS (FIFTS) TO THE FINANCIAL STATEMENTS (CONTINUED)

Notes to the Financial Statements

Section 3: Operating Assets and Liabilities continued

Programme rights and other inventory at the year end are shown in the table below:

|   | 2022 £m | 2021 £m  |
| --- | --- | --- |
|  Acquired programme rights | 225 | 177  |
|  Commissions | 103 | 78  |
|  Sports rights | 49 | 58  |
|   | 377 | 313  |

£6 million relates to programme rights and other inventory that will be transmitted in 2024 and beyond (2021: £13 million transmitted in 2023 and beyond)

Included within programme rights and other inventory is £49 million (2021: £58 million) relating to programme rights that have been paid for but that are not yet in licence. These amounts are considered to be prepayments but are included within programme rights and other inventory as it is more useful to the reader to show all such rights together.

Following the passing of Her Majesty Queen Elizabeth II in September 2022, the business has written off remaining Spitting Image episodes featuring the Queen (£9 million) as it is highly unlikely they will ever be screened and are unable to be effectively edited.

# Programme and transmission commitments

Transmission commitments are the contracted future payments under transmission supply agreements that require the use of transponder capacity for a period of up to ten years with payments increasing over time, limited by specific RPI caps. The application of IFRS 16 'Leases' requires judgement regarding the classification of transmission commitments. The Group has concluded that these contracts do not constitute leases as defined in IFRS 16 as the Group does not control these assets due to the nature of the operation of the assets and the rights retained by the supplier under the contracts.

Programming commitments are transactions entered into in the ordinary course of business with programme suppliers, sports organisations and film distributors in respect of rights to broadcast on the ITV network including ITVX and on BritBox UK.

The Group has onerous contract provisions of £34 million (2021: £32 million) in respect of transponder capacity usage and sports rights commitments. See note 3.6 for further details.

Commitments in respect of these transactions, which are not reflected in the Consolidated Statement of Financial Position, are due for payment as follows:

|  2022 | Transmission £m | Programme £m | Total £m  |
| --- | --- | --- | --- |
|  Within one year | 25 | 466 | 491  |
|  Later than one year and not more than five years | 19 | 349 | 368  |
|   | 44 | 815 | 859  |

|  2021 | Transmission £m | Programme £m | Total £m  |
| --- | --- | --- | --- |
|  Within one year | 25 | 552 | 577  |
|  Later than one year and not more than five years | 43 | 488 | 531  |
|   | 68 | 1,040 | 1,108  |

# 3.1.2 Distribution rights

# Accounting policies

Distribution rights are programme rights the Group buys from producers to derive future revenue, principally through licensing to other broadcasters. These are classified as non-current assets as these rights are used to derive long-term economic benefit for the Group.

Distribution rights are recognised initially at cost and charged through operating costs in the Consolidated Income Statement over a period not exceeding five years, reflecting the value and pattern in which the right is consumed. Advances paid for the acquisition of distribution rights are disclosed as distribution rights as soon as they are contracted. These advances are not expensed until the programme is available for distribution. Up to that point, they are assessed annually for impairment through the reassessment of the future sales expected to be earned from that title.

The net book value of distribution rights at the year end is as follows:

|   | 2022 £m | 2021 £m  |
| --- | --- | --- |
|  Distribution rights | 17 | 21  |

During the year, £25 million was charged to the Consolidated Income Statement (2021: £46 million).

16

ITV plc Annual Report and Accounts 2022
### 3.1.3 Trade and other receivables

#### Accounting policies

Trade receivables are recognised initially at the value of the invoice sent to the customer and subsequently at the amounts considered recoverable (amortised cost). Where payments are not due for more than one year, they are shown in the financial statements at their net present value to reflect the economic cost of delayed payment. The Group provides goods and services to substantially all of its customers on credit terms.

The credit risk management practices of the Group include internal review and reporting of the ageing of trade and other receivables by days past due. The Group applies the IFRS 9 simplified approach in measuring expected credit losses, which use a lifetime expected credit loss allowance for all trade receivables.

To measure expected credit losses, trade receivables and contract assets have been grouped by shared credit risk characteristics and days past due. As part of the expected credit losses, the Group may make additional provisions for the receivables of particular customers if the deterioration of financial position was observed.

The carrying value of trade receivables is considered to approximate fair value. Trade and other receivables can be analysed as follows:

|   | 2022 £m | 2021 £m  |
| --- | --- | --- |
|  Due within one year: |  |   |
|  Trade receivables | 476 | 434  |
|  Other receivables | 162 | 107  |
|  Prepayments | 54 | 48  |
|   | 692 | 589  |
|  Due after more than one year: |  |   |
|  Trade receivables | 24 | 33  |
|  Other receivables | 20 | 9  |
|   | 44 | 42  |
|  **Total trade and other receivables** | **738** | **631**  |

£500 million (2021: £467 million) of total trade receivables, stated net of provisions for impairment, are aged as follows:

|   | 2022 £m | 2021 £m  |
| --- | --- | --- |
|  Current | 437 | 427  |
|  Up to 30 days overdue | 34 | 26  |
|  Between 30 and 90 days overdue | 20 | 10  |
|  Over 90 days overdue | 9 | 4  |
|   | 500 | 467  |

Movements in the Group's provision for impairment of trade receivables and contract assets can be shown as follows:

|   | 2022 £m | 2021 £m  |
| --- | --- | --- |
|  At 1 January | 43 | 46  |
|  Charged during the year | 14 | 6  |
|  Unused amounts reversed | (33) | (9)  |
|  At 31 December* | 24 | 43  |

* £4 million (2021: £7 million) of the provision relates to contract assets and is included in the balance disclosed in note 3.1.4.

Of the provision total, £22 million relates to balances overdue by more than 90 days (2021: £41 million) and less than £1 million relates to current balances (2021: less than £2 million).

£5 million (2021: £30 million) of the provision relates to the overdue receivable for The Voice of China. During the year, the review of cash received in 2018 and 2019 was completed and the provision unwound with a credit in exceptional items, consistent with the original treatment (see note 2.2). For the remaining amount, discussions with the credit insurers remain in progress, as a result the Group is not yet able to demonstrate sufficient certainty to be able to recognise a receivable at 31 December 2022.

ITV plc Annual Report and Accounts 2022 67

FINANCIAL STATEMENTS WORLD TO THE FINANCIAL STATEMENT IN CONNOCIO
FINANCIAL STATEMENTS

Notes to the Financial Statements

Section 3: Operating Assets and Liabilities continued

### 3.1.4 Trade and other payables due within one year

# Accounting policies

Trade payables are recognised at the value of the invoice received from a supplier. The carrying value of current and non-current trade payables is considered to approximate fair value. Trade and other payables due within one year can be analysed as follows:

|   | 2022 £m | 2021 £m  |
| --- | --- | --- |
|  Trade payables | 141 | 91  |
|  VAT and social security | 38 | 60  |
|  Other payables | 146 | 122  |
|  Acquisition-related liabilities – employment-linked contingent consideration | 2 | 3  |
|  Acquisition-related liabilities – payable to sellers under put options agreed on acquisition | 1 | 22  |
|  Accruals | 573 | 551  |
|   | 901 | 849  |

### 3.1.5 Trade and other payables due after more than one year

Trade and other payables due after more than one year can be analysed as follows:

|   | 2022 £m | 2021 £m  |
| --- | --- | --- |
|  Trade payables | 17 | 18  |
|  Other payables | 28 | 28  |
|  Acquisition-related liabilities – employment-linked contingent consideration | 6 | 6  |
|  Acquisition-related liabilities – payable to sellers under put options agreed on acquisition | 38 | 33  |
|   | 72 | 67  |
|  Total trade and other payables due after more than one year | 89 | 85  |

Trade payables due after more than one year relates primarily to royalties in both 2022 and 2021. Other payables due after more than one year relates primarily to film creditors of £22 million (2021: £17 million).

Acquisition-related liabilities or performance-based employment-linked earnouts are the estimated amounts payable to previous owners. The estimated future payments that are accrued over the period the sellers are required to remain with the business are treated as exceptional costs (see note 2.2). Those amounts not linked to employment are estimated and recognised at acquisition at their time discounted value, with the unwind of the discount recorded as part of finance costs.

Acquisition-related liabilities at 31 December 2022 were £47 million (2021: £64 million) which represents the amount accrued to date at their time discounted value. The total undiscounted estimated future payments of £88 million (2021: £79 million) are sensitive to forecast profits as they are based on a multiple of earnings. The range of reasonably possible outcomes for the undiscounted liability is between £74 million and £177 million. The liabilities due after more than one year are expected to be settled between 2024 and 2028.

All earnouts are sensitive to forecast profits as they are based on a multiple of earnings and judgement is required where there may be adjustments to forecasted profits or when earnouts are negotiated, hence the reason for the range noted above.

14

ITV plc Annual Report and Accounts 2022
FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS CONTINUED
## Notes to the Financial Statements
## Section 3: Operating Assets and Liabilities continued
### 3.1.4 Trade and other payables due within one year
Accounting policies
Trade payables are recognised at the value of the invoice received from a supplier. The carrying value of current and
non-current trade payables is considered to approximate fair value. Trade and other payables due within one year
can be analysed as follows:

|  | 2022 | 2021 |  |
| --- | --- | --- | --- |
|  | £m | £m |  |
| Trade payables 141 91 |  |  | 2021 |

VAT and social security 38 60
Other payables 1 6 122
Acquisition-related liabilities – employment-linked contingent consideration 2 3
Acquisition-related liabilities – payable to sellers under put options agreed
on acquisition 1 22
–
Accruals 573 551
901 849
– –
### 3.1.5 Trade and other payables due after more than one year
Trade and other payables due after more than one year can be analysed as follows:
2022 2021
£m £m
Trade payables 17 18
Other payables 28 28
Acquisition-related liabilities – employment-linked contingent consideration 6 6
Acquisition-related liabilities – payable to sellers under put options agreed
on acquisition 38 33
72 67
Total trade and other payables due after more than one year 89 85
Trade payables due after more than one year relates primarily to royalties in both 2022 and 2021. Other payables due
after more than one year relates primarily to film creditors of £22 million (2021: £17 million).
Acquisition-related liabilities or performance-based employment-linked earnouts are the estimated amounts
payable to previous owners. The estimated future payments that are accrued over the period the sellers are required
to remain with the business are treated as exceptional costs (see note 2.2). Those amounts not linked to
employment are estimated and recognised at acquisition at their time discounted value, with the unwind of the
discount recorded as part of finance costs.
Acquisition related liabilities at 31 December 2022 were £47 million (2021: £64 million) which represents the amount
accrued to date at their time discounted value. The total undiscounted estimated future payments of £89 million
(2021: £79 million) are sensitive to forecast profits as they are based on a multiple of earnings. The range of
reasonably possible outcomes for the undiscounted liability is between £74 million and £177 million. The liabilities
due after more than one year are expected to be settled between 2024 and 2028.
All earnouts are sensitive to forecast profits as they are based on a multiple of earnings and judgement is required
where there may be adjustments to forecasted profits or when earnouts are negotiated, hence the reason for the
range noted above.
ITV plc Annual Report and Accounts 2022 199
4 3.1.6 Contract assets and liabilities Contract assets (accrued income) primarily relate to the Group’s right to consideration for work unbilled at the reporting date. Many of the programmes the Studios division produces are sold internationally and also used within the ITV network. Contract liabilities (deferred income) primarily relate to the consideration received from customers in advance of transferring a good or service. The following table provides movements in contract assets and liabilities in the period: 2022 Contract assets £m Contract liabilities £m Re-presented 1 Contract assets £m Contract liabilities £m Balance at 1 January 189 (359) 155 (271) Decrease due to balance transferred to trade receivables (180) – (140) – Increases as a result of the changes in the measure of progress 170 – 17 Decreases due to revenue recognised in the period – 405 – 260 Increase due to cash received – (383) – (348) Acquisitions 6 (35) Balance at 31 December 2 185 (372) 189 (359) 1 Production work in progress has been re-presented on the face of the Consolidated Statement of Financial Position. The balance was previously included within contract assets in 2021. 2 Contract assets is stated net of provisions for impairment of £8 million (2021: £7 million) which have been included in the reconciliation in note 3.1.3. Non- current contract assets of £nil (2021: £6 million) is included in the above reconciliation. 3.1.7 Production work in progress Production work in progress relates to costs capitalised by ITV Studios in the course of fulfilling production contracts. These costs are capitalised when they relate directly to a contract or to a specifically identifiable anticipated contract, the costs generate or enhance the resources of the entity that will be used in satisfying or continuing to satisfy performance obligations in the future, and the costs are expected to be recovered. These costs are presented as production work in progress assets and represent actual costs incurred on the production. The asset is amortised as the performance obligations are satisfied. Production work in progress was previously included within contract assets; however, has been re-presented separately due to its differing nature to contract assets. Production work in progress at the year end is detailed below: 2022 £m 2021 £m Production work in progress 493 360 During the year, £368 million was charged to the Consolidated Income Statement for completed productions delivered (2021: £264 million). 3.1.8 Working capital management Cash and working capital management has been a critical area of focus during 2022 and 2021. During the year, the cash outflow from working capital was £150 million (2021: outflow of £141 million) derived as follows: 2022 £m 2021 £m Increase in programme rights and distribution rights (70) (6) Increase in receivables and contract assets (133) (270) Increase in payables and contract liabilities 53 135 Working capital outflow (150) (141) 4
### 200 ITV plc Annual Report and Accounts 2022 IITTVV ppllcc Annual Report and Accounts 2022 220011
FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS CONTINUED
## Notes to the Financial Statements
## Section 3: Operating Assets and Liabilities continued
The following note shows the physical assets used by the Group to operate the
### 3.2 Keeping
business, generating revenues and profits. These assets include office buildings
### Property, it simple
and studios, as well as equipment used in broadcast transmission, programme
### plant and production and support activities.
### equipment
The cost of these assets is the amount initially paid for them or for right of use assets,
the discounted future lease payments. A depreciation expense is charged to the
Consolidated Income Statement to reflect annual wear and tear and the reduced value
of the asset over time. Depreciation is calculated by estimating the number of years
the Group expects the asset to be used (useful economic life). If there has been a
technological change or decline in business performance, the Directors review the
value of the assets to the business to ensure they have not fallen below their
depreciated value. If an asset’s value falls below its depreciated value, an additional
impairment charge is made against profit.
This note also explains the accounting policies followed by ITV and the specific
estimates made in arriving at the net book value of these assets.
200 ITV plc Annual Report and Accounts 2022
Accounting policies Property, plant and equipment Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses. Certain items of property, plant and equipment that were revalued to fair value prior to 1 January 2004 (the date of transition to IFRS) are measured on the basis of deemed cost, being the revalued amount less depreciation up to the date of transition. Right of use assets A contract contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. These assets are called right of use assets and have been included on the Consolidated Statement of Financial Position at a value equal to the discounted future lease payments. For leases recognised on transition to IFRS 16 ‘Leases’ the value is also adjusted by any prepayments or lease incentives recognised immediately before the date of initial application. Depreciation Depreciation is provided to write off the cost of property, plant and equipment less estimated residual value, on a straight-line basis over their estimated useful lives. The annual depreciation charge is sensitive to the estimated useful life of each asset and the expected residual value at the end of its life. The major categories of property, plant and equipment are depreciated as follows: Asset class Depreciation policy Freehold land not depreciated Freehold buildings up to 60 years Leasehold improvements shorter of residual lease term or estimated useful life Vehicles, equipment and fittings* 3 to 20 years Right of use assets over the term of the lease * Equipment includes studio production and technology assets. Assets under construction are not depreciated until the point at which the asset comes into use by the Group. Impairment of assets Property, plant and equipment that is subject to depreciation is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Indicators of impairment may include changes in technology and business.
### 202 ITV plc Annual Report and Accounts 2022
FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS CONTINUED
## Notes to the Financial Statements
## Section 3: Operating Assets and Liabilities continued
The following note shows the physical assets used by the Group to operate the
### 3.2 Keeping
business, generating revenues and profits. These assets include office buildings
### Property, it simple
and studios, as well as equipment used in broadcast transmission, programme
### plant and production and support activities.
### equipment
The cost of these assets is the amount initially paid for them or for right of use assets,
the discounted future lease payments. A depreciation expense is charged to the
Consolidated Income Statement to reflect annual wear and tear and the reduced value
of the asset over time. Depreciation is calculated by estimating the number of years
the Group expects the asset to be used (useful economic life). If there has been a
technological change or decline in business performance, the Directors review the
value of the assets to the business to ensure they have not fallen below their
depreciated value. If an asset’s value falls below its depreciated value, an additional
impairment charge is made against profit.
This note also explains the accounting policies followed by ITV and the specific
estimates made in arriving at the net book value of these assets.
1 5
### Accounting policies
Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses. Certain items
of property, plant and equipment that were revalued to fair value prior to 1 January 2004 (the date of transition to IFRS)
are measured on the basis of deemed cost, being the revalued amount less depreciation up to the date of transition.
Right of use assets
A contract contains a lease if the contract conveys the right to control the use of an identified asset for a period of Reclassifications (2) – 2 – – –
time in exchange for consideration. These assets are called right of use assets and have been included on the Foreign exchange – – – – (1) (1)
Consolidated Statement of Financial Position at a value equal to the discounted future lease payments. For leases
recognised on transition to IFRS 16 ‘Leases’ the value is also adjusted by any prepayments or lease incentives
recognised immediately before the date of initial application.
Depreciation
Depreciation is provided to write off the cost of property, plant and equipment less estimated residual value, on a
straight-line basis over their estimated useful lives. The annual depreciation charge is sensitive to the estimated
useful life of each asset and the expected residual value at the end of its life. The major categories of property, plant
and equipment are depreciated as follows: Net book value
Asset class Depreciation policy
Freehold land not depreciated
Freehold buildings up to 60 years
Leasehold improvements shorter of residual lease term or estimated useful life
Vehicles, equipment and fittings* 3 to 20 years
Right of use assets over the term of the lease
* Equipment includes studio production and technology assets.
Assets under construction are not depreciated until the point at which the asset comes into use by the Group.
Impairment of assets
Property, plant and equipment that is subject to depreciation is reviewed for impairment whenever events or changes
in circumstances indicate that the carrying amount may not be recoverable. Indicators of impairment may include
changes in technology and business.

|  |  | ITV plc Annual Report and Accounts 2022 |  | 201 |
| --- | --- | --- | --- | --- |
|  | 4 4 4 4 Property, plant and equipment Property, plant and equipment can be analysed as follows: Freehold land and buildings £m Improvements to leasehold land and buildings Vehicles, equipment and fittings Right of use assets £m Total £m Long £m Short £m Owned £m Cost At 1 January 2021 12 80 28 222 147 489 Additions 1 8 – 12 13 3 Reclassifications – – (2) 5 – 3 Foreign exchange – – – (1) (1) (2) Disposals and retirements (1) (1) – (3) (5) (10) At 31 December 2021 12 87 26 235 15 51 Additions – 2 – 33 57 92 Additions from acquisitions – – – Foreign exchange – 2 – 6 12 Disposals and retirements – (6) – (62) (10) (78) At 31 December 2022 12 85 26 214 208 545 Depreciation At 1 January 2021 2 22 16 117 47 20 Charge for the year – 1 37 25 67 Disposals and retirements – (1) – (2) (7) (10) At 31 December 2021 – 25 19 152 6 260 Charge for the year 1 3 1 31 25 61 Foreign exchange – – – 3 2 5 Disposals and retirements – (1) – (62) ( ) (67) At 31 December 2022 1 27 20 124 87 259 At 31 December 2022 11 58 6 90 121 286 At 31 December 2021 12 62 7 83 90 25 Included within property, plant and equipment are assets in the course of construction of £34 million (2021: £17 million). Included within the depreciation charge for the year of £61 million (2021: £67 million) is £8 million (2021: £8 million) in respect of accelerated depreciation following a change in useful life of the related assets in relation to the move to a new London site. This depreciation has been included in exceptional items. See note 2.2 for further details. Included in net book value of right of use assets is £121 million (2021: £89 million) related to properties and £nil (2021: £1 million) relating to vehicles, equipment and fittings. Capital commitments The Group has capital commitments of £11 million at 31 December 2022 (2021: £6 million). In 2021, the Group reported capital commitments of £45 million for the right of use assets for lease agreements on the move to Broadcast Centre. This commitment has been recognised as an addition to right of use assets during the year. 4 4 4 4 4 4 |  |  |  |
| 202 ITV plc Annual Report and Accounts 2022 |  |  | IITTVV ppllcc Annual Report and Accounts 2022 220033 |  |

FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS CONTINUED
## Notes to the Financial Statements
## Section 3: Operating Assets and Liabilities continued
The following note identifies the non-physical assets used by the Group to generate
### 3.3 Keeping
revenue and profits.
### Intangible it simple
These assets include formats and brands, customer contracts and relationships,
### assets
contractual arrangements, licences, software development, film libraries and
goodwill. The cost of these assets is the amount that the Group has paid or, where
there has been a business combination, the fair value of the specific intangible
assets that could be sold separately or which arise from legal rights. In the case of
goodwill, its cost is the amount the Group has paid in acquiring a business over and
above the fair value of the individual assets and liabilities acquired. The value of
goodwill is the ‘intangible’ value that comes from, for example, a uniquely strong
market position and the outstanding productivity of its employees.
The value of intangible assets, with the exception of goodwill, reduces over the
number of years the Group expects to use the asset, the useful economic life, via an
annual amortisation charge to the Consolidated Income Statement. Where there
has been a technological change or decline in business performance, the Directors
review the value of assets, including goodwill, to ensure they have not fallen below
their amortised value. Should an asset’s value fall below its amortised value, an
additional impairment charge is made against profit.
This note explains the accounting policies applied and the specific judgements and
estimates made by the Directors in arriving at the net book value of these assets.
202 ITV plc Annual Report and Accounts 2022
Accounting policies Goodwill Goodwill represents the future economic benefits that arise from assets that are not capable of being individually identified and separately recognised. Goodwill is stated at its recoverable amount being cost less any accumulated impairment losses and is allocated to the business to which it relates. All business combinations that have occurred since 1 January 2009 were accounted for using the acquisition method. Under this method, goodwill is measured as the fair value of the consideration transferred (including the recognition of any part of the business not yet owned (non-controlling interests)), less the fair value of the identifiable assets acquired and liabilities assumed, all measured at the acquisition date. The identification of acquired assets and liabilities and the allocation of the purchase price to them is considered a key judgement and is based on the Group’s understanding and experience of the media business. Any contingent consideration expected to be transferred in the future is recognised at fair value at the acquisition date and recognised within other payables. Contingent consideration classified as an asset or liability that is a financial instrument is measured at fair value with changes in fair value recognised in the Consolidated Income Statement. The determination of fair value is based on an estimate of discounted cash flows. The key assumptions take into consideration the probability of meeting each performance target and the discount rate. Where less than 100% of a subsidiary is acquired, and call and put options are granted over the remaining interest, a non-controlling interest is initially recognised in equity at fair value, which is established based on the value of the put option. A call option is recognised as a derivative financial instrument, carried at fair value. The put option is recognised as a liability within other payables, carried at the present value of the put option exercise price, and a corresponding charge is included in merger and other reserves. Any subsequent remeasurement of the put option liability is recognised within finance income or cost. Subsequent adjustments to the fair value of net assets acquired can only be made within 12 months of the acquisition date, and only if fair values were determined provisionally at an earlier reporting date. These adjustments are accounted for from the date of acquisition. Acquisitions of non-controlling interests are accounted for as transactions with owners and therefore no goodwill is recognised as a result of such transactions. Transaction costs incurred in connection with those business combinations, such as legal fees, due diligence fees and other professional fees, are expensed as incurred. The Directors consider these costs to reflect the cost of acquisition and to form a part of the capital transaction, and highlight them separately as exceptional items.
### 204 ITV plc Annual Report and Accounts 2022
FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS CONTINUED
## Notes to the Financial Statements
## Section 3: Operating Assets and Liabilities continued
The following note identifies the non-physical assets used by the Group to generate
### 3.3 Keeping
revenue and profits.
### Intangible it simple
These assets include formats and brands, customer contracts and relationships,
### assets
contractual arrangements, licences, software development, film libraries and
goodwill. The cost of these assets is the amount that the Group has paid or, where
there has been a business combination, the fair value of the specific intangible
assets that could be sold separately or which arise from legal rights. In the case of
goodwill, its cost is the amount the Group has paid in acquiring a business over and
above the fair value of the individual assets and liabilities acquired. The value of
goodwill is the ‘intangible’ value that comes from, for example, a uniquely strong
market position and the outstanding productivity of its employees.
The value of intangible assets, with the exception of goodwill, reduces over the
number of years the Group expects to use the asset, the useful economic life, via an
annual amortisation charge to the Consolidated Income Statement. Where there
has been a technological change or decline in business performance, the Directors
review the value of assets, including goodwill, to ensure they have not fallen below
their amortised value. Should an asset’s value fall below its amortised value, an
additional impairment charge is made against profit.
This note explains the accounting policies applied and the specific judgements and
estimates made by the Directors in arriving at the net book value of these assets.
### Accounting policies
Goodwill
Goodwill represents the future economic benefits that arise from assets that are not capable of being individually
identified and separately recognised. Goodwill is stated at its recoverable amount being cost less any accumulated
impairment losses and is allocated to the business to which it relates.
All business combinations that have occurred since 1 January 2009 were accounted for using the acquisition
method. Under this method, goodwill is measured as the fair value of the consideration transferred (including the
recognition of any part of the business not yet owned (non-controlling interests)), less the fair value of the
identifiable assets acquired and liabilities assumed, all measured at the acquisition date. The identification of
acquired assets and liabilities and the allocation of the purchase price to them is considered a key judgement and is
based on the Group’s understanding and experience of the media business. Any contingent consideration expected
to be transferred in the future is recognised at fair value at the acquisition date and recognised within other payables.
Contingent consideration classified as an asset or liability that is a financial instrument is measured at fair value with
changes in fair value recognised in the Consolidated Income Statement. The determination of fair value is based on
an estimate of discounted cash flows. The key assumptions take into consideration the probability of meeting each
performance target and the discount rate.
Where less than 100% of a subsidiary is acquired, and call and put options are granted over the remaining interest, a
non-controlling interest is initially recognised in equity at fair value, which is established based on the value of the
put option. A call option is recognised as a derivative financial instrument, carried at fair value. The put option is
recognised as a liability within other payables, carried at the present value of the put option exercise price, and a
corresponding charge is included in merger and other reserves. Any subsequent remeasurement of the put option
liability is recognised within finance income or cost.
Subsequent adjustments to the fair value of net assets acquired can only be made within 12 months of
the acquisition date, and only if fair values were determined provisionally at an earlier reporting date.
These adjustments are accounted for from the date of acquisition.
Acquisitions of non-controlling interests are accounted for as transactions with owners and therefore no goodwill is
recognised as a result of such transactions. Transaction costs incurred in connection with those business
combinations, such as legal fees, due diligence fees and other professional fees, are expensed as incurred. The
Directors consider these costs to reflect the cost of acquisition and to form a part of the capital transaction, and
highlight them separately as exceptional items.
ITV plc Annual Report and Accounts 2022 203
Other intangible assets Intangible assets other than goodwill are those that are distinct and can be sold separately or which arise from legal rights. The main intangible assets the Group has valued are formats, brands, licences, contractual arrangements, customer contracts and relationships and libraries. Within ITV, there are two types of other intangible assets: those assets directly purchased by the Group for day-to- day operational purposes (such as software licences and development) and intangible assets identified as part of an acquisition of a business. Intangible assets acquired directly by the Group are stated at cost less accumulated amortisation. Those separately identified intangible assets acquired as part of an acquisition or business combination are shown at fair value at the date of acquisition less accumulated amortisation. Each class of intangible assets’ valuation method on initial recognition, amortisation method and estimated useful life is set out in the table below: Class of intangible asset Amortisation method Estimated useful life Valuation method Brands Straight-line 8 to 14 years Applying a royalty rate to the expected future revenue over the life of the brand Formats Straight-line up to 8 years Expected future cash flows from those assets existing at the date of acquisition are estimated. If applicable, a contributory charge is deducted for the use of other assets needed to exploit the cash flow. The net cash flow is then discounted back to present value Customer contracts Straight-line or reducing balance as appropriate up to 6 years Customer relationships Straight-line 5 to 10 years Contractual arrangements Straight-line up to 13 years depending on the contract terms Expected future cash flows from those contracts existing at the date of acquisition are estimated. If applicable, a contributory charge is deducted for the use of other assets needed to exploit the cash flow. The net cash flow is then discounted back to present value Licences Straight-line 11 to 29 years depending on term of licence Start-up basis of expected future cash flows existing at the date of acquisition. If applicable, a contributory charge is deducted for the use of other assets needed to exploit the cash flow. The net cash flow is then discounted back to present value. Public service broadcasting (PSB) licences are valued as a start-up business with only the licence in place Libraries and other Sum of digits or straight-line as appropriate up to 20 years Initially at cost and subsequently at cost less accumulated amortisation Software licences and development Straight-line 1 to 10 years Initially at cost and subsequently at cost less accumulated amortisation Cloud computing arrangements Cloud computing arrangements are reviewed to determine if they are within the scope of IAS 38 ‘Intangible Assets’, IFRS 16 ‘Leases’, or a service contract. This is to determine if the Group has control of the software intangible asset. Control is assumed if the Group has the right to take possession of the software and run it on its own or a third-party’s computer infrastructure or if the Group has exclusive rights to use the software whereby the supplier cannot make the software available to other customers. Configuration of the software involves the setting of various flags or switches within the application software or defining values to set up the software’s existing code to function in a specified way. Customisation involves modifying the software code in the application or writing additional code. Customisation generally changes or creates additional functionalities within the software. In both situations, the Group also needs to assess if there is a separate intangible asset. If no separate intangible asset is identified, then these costs are expensed when incurred. If an asset is identified, it is capitalised and amortised over the life of the asset. Fair value on acquisition Determining the fair value of the purchase consideration allocated to intangible assets arising on acquisition requires judgement. The Directors make estimates regarding the timing and amount of future cash flows derived from exploiting the assets being acquired. The Directors then estimate an appropriate discount rate to apply to the forecast cash flows. Such estimates are based on current budgets and forecasts, extrapolated for an appropriate period taking into account growth rates, operating costs and the expected useful lives of assets. Judgements are also made regarding whether, and for how long, licences will be renewed; this drives our amortisation policy for those assets. The Directors estimate the appropriate discount rate that reflects current market assessments of the time value of money and the risks specific to the assets or businesses being acquired. Amortisation Amortisation is charged to the Consolidated Income Statement over the estimated useful lives of intangible assets unless such lives are judged to be indefinite. Indefinite life assets, such as goodwill, are not amortised but are tested for impairment at each year end.
### 204 ITV plc Annual Report and Accounts 2022 IITTVV ppllcc Annual Report and Accounts 2022 220055
FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS CONTINUED
## Notes to the Financial Statements
## Section 3: Operating Assets and Liabilities continued
204 ITV plc Annual Report and Accounts 2022
Impairment Goodwill is not subject to amortisation and is tested annually for impairment and when circumstances indicate that the carrying value may be impaired. Other intangible assets are subject to amortisation and are reviewed for impairment whenever events or changes in circumstances indicate that the amount carried in the Consolidated Statement of Financial Position is less than its recoverable amount. Determining whether the carrying amount of intangible assets has any indication of impairment requires judgement. Any impairment is recognised in the Consolidated Income Statement. An impairment test is performed by assessing the recoverable amount of each asset, or for goodwill the cash- generating unit (CGU), or group of CGUs, related to the goodwill. Total assets (which include goodwill) are grouped at the lowest levels for which there are separately identifiable cash flows. The identification of the relevant CGUs for assessing impairment of goodwill is considered a key judgement. The Directors have identified three CGUs, ITV Studios, Media & Entertainment and SDN. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. The value in use is based on the present value of the future cash flows expected to arise from the asset. In testing for impairment, estimates are used in deriving cash flows, long-term growth rates and the discount rates. Such estimates reflect current market assessments of the risks specific to the asset and the time value of money. The estimation process is complex due to the inherent risks and uncertainties associated with long-term forecasting. If different estimates of the projected future cash flows or a different selection of an appropriate discount rate or long- term growth rate were made, these changes could materially alter the projected value of the cash flows of the asset, and as a consequence materially different amounts would be reported in the financial statements. Impairment losses in respect of goodwill cannot be reversed. In respect of assets other than goodwill, an impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. There is a wide range of potential outcomes regarding the possible future performance of each of ITV Group’s cash- generating units, ITV Studios, Media & Entertainment and SDN. In the impairment review the Directors used the scenarios utilised for the viability statement. The Directors, however, do not consider that any reasonably possible changes in the key assumptions would cause the recoverable amount of the Group’s cash-generating units to fall below their carrying values and therefore they are not considered key sources of estimation uncertainty.
### 206 ITV plc Annual Report and Accounts 2022
FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS CONTINUED
## Notes to the Financial Statements
## Section 3: Operating Assets and Liabilities continued
Impairment
Goodwill is not subject to amortisation and is tested annually for impairment and when circumstances indicate that
the carrying value may be impaired.
Other intangible assets are subject to amortisation and are reviewed for impairment whenever events or changes in
circumstances indicate that the amount carried in the Consolidated Statement of Financial Position is less than its
recoverable amount.
Determining whether the carrying amount of intangible assets has any indication of impairment requires judgement.
Any impairment is recognised in the Consolidated Income Statement.
An impairment test is performed by assessing the recoverable amount of each asset, or for goodwill the cash-
generating unit (CGU), or group of CGUs, related to the goodwill. Total assets (which include goodwill) are grouped at Reclassifications – – – – – – (3) (3)
the lowest levels for which there are separately identifiable cash flows. The identification of the relevant CGUs for
assessing impairment of goodwill is considered a key judgement. The Directors have identified three CGUs,
ITV Studios, Media & Entertainment and SDN.
The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. The value in use is
Disposals – – – – – – (5) (5)
based on the present value of the future cash flows expected to arise from the asset.
In testing for impairment, estimates are used in deriving cash flows, long-term growth rates and the discount rates.
Such estimates reflect current market assessments of the risks specific to the asset and the time value of money.
The estimation process is complex due to the inherent risks and uncertainties associated with long-term forecasting.
If different estimates of the projected future cash flows or a different selection of an appropriate discount rate or long-
term growth rate were made, these changes could materially alter the projected value of the cash flows of the asset, and
as a consequence materially different amounts would be reported in the financial statements.
Impairment losses in respect of goodwill cannot be reversed. In respect of assets other than goodwill, an impairment
loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An
impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount Disposals – – – – – – (5) (5)
that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.
There is a wide range of potential outcomes regarding the possible future performance of each of ITV Group’s cash-
Net book value
generating units, ITV Studios, Media & Entertainment and SDN. In the impairment review the Directors used the
scenarios utilised for the viability statement. The Directors, however, do not consider that any reasonably possible
changes in the key assumptions would cause the recoverable amount of the Group’s cash-generating units to fall
below their carrying values and therefore they are not considered key sources of estimation uncertainty.

|  |  |  | ITV plc Annual Report and Accounts 2022 |  | 205 |
| --- | --- | --- | --- | --- | --- |
|  | 4 4 Intangible assets Intangible assets can be analysed as follows: Goodwill £m Formats and brands £m Customer contracts and relationships £m Contractual arrangements £m Licences £m Libraries and other £m Software licences and development £m Total £m Cost At 1 January 2021 3,895 5 7 441 11 176 103 228 5,401 Additions – – – – – – 15 15 Acquisitions 1 – 1 – – – – 2 Foreign exchange (3) (20) (1) – – 1 – (23) At 31 December 2021 3,893 527 441 11 176 10 240 5,392 Additions – – – – – – 4 4 Acquisitions 107 1 13 – – – – 121 Foreign exchange 37 21 8 – – 2 1 69 At 31 December 2022 4,037 5 9 462 11 176 106 280 5,621 Amortisation and impairment At 1 January 2021 2,65 435 427 11 12 91 11 3,856 Charge for the year – 41 5 – 5 1 20 72 Reclassifications – – – – – – – – Foreign exchange – (16) 1 – – 1 – (14) At 31 December 2021 2,65 460 433 11 129 93 13 3,91 Charge for the year – 41 6 – 2 – 27 76 Foreign exchange – 19 7 – – – 1 27 At 31 December 2022 2,654 520 446 11 131 93 157 4,012 At 31 December 2022 1,383 29 16 – 45 13 123 1,609 At 31 December 2021 1,239 67 8 – 7 11 106 1,478 Goodwill impairment tests The carrying amount of goodwill for each CGU is represented as follows: 2022 £m 2021 £m ITV Studios 921 777 Media & Entertainment 386 386 SDN 76 76 1,383 1,239 There has been no impairment charge for any CGU during the year (2021: £nil). When assessing impairment, the recoverable amount of each CGU is based on value in use calculations. These calculations require the use of estimates, specifically: pre-tax cash flow projections; long-term growth rates; and a pre- tax market discount rate. Cash flow projections are based on the Group’s current long-term plan. Beyond the plan, these projections are extrapolated using an estimated nominal long-term growth rate of 1.5% (2021: 2%). The growth rate used is consistent with the long-term average growth rates for both the industry and the countries in which the CGUs are located and is appropriate because these are long-term businesses. The discount rate has been updated for each CGU to reflect the latest market assumptions for the risk-free rate, the equity risk premium and the net cost of debt. There is currently no reasonably possible change in discount rate that would reduce the headroom in any CGU to zero. 4 4 4 | 4 4 4 4 4 4 4 |  |  |  |
| 206 ITV plc Annual Report and Accounts 2022 |  |  |  | IITTVV ppllcc Annual Report and Accounts 2022 220077 |  |

FINANCIAL STATEMENTS

Notes to the Financial Statements

Section 3: Operating Assets and Liabilities continued

# ITV Studios

The goodwill for ITV Studios has arisen as a result of the acquisition of production businesses since 1999. Significant balances were created from the acquisition by Granada or United News and Media's production businesses in 2000 and the merger of Granada and Carlton in 2004 to form ITV plc. ITV Studios goodwill also includes the goodwill arising from acquisitions since 2012, with the largest acquisitions being Leftfield in 2014, followed by Taipa in 2015 and Plimsall in 2022.

The key assumptions on which the forecast cash flows for the whole CGU were based (as represented by the approved financial budget for 2023 and forecast to 2025) include revenue (including international revenue and the ITV Studios share of ITV output, growth in commissions and hours produced), margins and the pre-tax market discount rate. These assumptions have been determined by using a combination of extrapolation of historical trends within the business, industry estimates and in-house estimates of growth rates in all markets. No impairment was identified.

A pre-tax discount rate of 10.5% (2021: 8.4%) has been used in discounting the projected cash flows. No reasonably possible change in assumptions or discount rate would lead to an impairment.

# Media & Entertainment

The goodwill in this CGU arose as a result of the acquisition of broadcasting businesses since 1999, the largest of which was the merger of Carlton and Granada in 2004 to form ITV plc, which was treated as an acquisition of Carlton for accounting purposes. Media & Entertainment goodwill also includes the goodwill arising on acquisition of UTV Limited in February 2016.

The main assumptions on which the forecast cash flow projections for this CGU are based (as represented by the approved financial budget for 2023 and forecast to 2025) include: the performance and share of the television advertising market; share of commercial impacts; programme and other costs; and the pre-tax market discount rate.

The key assumption in assessing the recoverable amount of Media & Entertainment goodwill is the size of the television and streaming advertising market. In forming its assumptions about the television and streaming advertising market, the Group has used a combination of long-term trends, industry forecasts and in-house estimates, which place greater emphasis on recent experience. No impairment was identified.

An impairment charge of €2,309 million was recognised in the Media & Entertainment CGU in 2008, as a result of the downturn in the short-term outlook for the advertising market. The current year impairment review, set out above, results in significant headroom in excess of the 2008 impaired amount. Even though the advertising market has improved since then and the impaired assets are still owned and operated by the Group, due to accounting rules the impairment cannot be reversed.

A pre-tax discount rate of 10.4% (2021: 8.4%) has been used in discounting the projected cash flows. No reasonably possible change in assumptions or discount rate would lead to an impairment.

# SDN

Goodwill was recognised when the Group acquired SDN (the licence operator for DTT Multiplex A) in 2005. It represented the wider strategic benefits of the acquisition specific to the Group, principally the enhanced ability to promote Freeview as a platform, business relationships with the channels which are on Multiplex A and additional capacity available from 2010. SDN's multiplex licence was renewed during 2022 and expires in 2034.

The main assumptions on which the forecast cash flows are based (as represented by the approved financial budget for 2023 and forecast to 2025) are: income to be earned from renewals of medium-term contracts; the market price of available multiplex video streams; and the pre-tax market discount rate. These assumptions have been determined by using a combination of current contract terms, recent market transactions and in-house estimates of video stream availability and pricing. No impairment was identified.

A pre-tax discount rate of 9.4% (2021: 11.7%) has been used in discounting the projected cash flows. No reasonably possible change in assumptions or discount rate would lead to an impairment.

34

ITV plc Annual Report and Accounts 2022
### 3.4 Acquisitions

Keeping it simple

The following section outlines what the Group has acquired in the year.

Most of the deals are structured so that a large part of the payment made to the sellers (consideration) is determined based on future performance. This is done so that the Group can both align incentives for growth, while reducing risk so that total consideration reflects actual performance, not expected.

The Group considers the income statement impact of all consideration to be capital in nature and so excludes it from adjusted profit. Therefore, for each acquisition below, the distinction between the types of consideration has been explained in detail.

#### Accounting policies

The Group measures the cost of the acquisition at the fair value of the consideration paid, allocates that cost to the acquired identifiable assets and liabilities based on their fair values; and allocates the rest of the cost to goodwill. The Group also recognises any excess of acquired assets and liabilities over the consideration paid in the Consolidated Income Statement immediately.

IFRS accounting standards require that when consideration is based on future performance, some of this consideration is to be included in the purchase price used in determining goodwill ('contingent consideration'). Examples of contingent consideration include top-up payments and recoupable performance adjustments. Any remaining consideration is recognised as a liability or expense outside of acquisition accounting (put option liabilities and employment-linked contingent payments known as 'eamout' payments).

Where a payment is employment-linked, it is treated as a cash-settled share based payment. The liability is measured at fair value taking into account the terms and conditions of the arrangement and the extent to which employees have rendered service to date. The liability is remeasured at each reporting date with changes in the carrying value recognised in the Consolidated Income Statement for the period.

The Group recognises non-controlling interests in an acquired entity either at fair value or at the non-controlling interest's proportionate share of the acquired entity's net identifiable assets. The valuation choice is made on an acquisition by acquisition basis.

#### Acquisitions in the current year

The Group made two acquisitions in the current period. Consideration including net cash and debt acquired was £135 million for these businesses, which are now reported within the ITV Studios operating segment. The businesses fit with the strategy of strengthening the Group's existing position as a producer and global distributor of world-class content. Details of the acquisitions are included below.

#### Escapade Bidco Limited (Plimsoll Productions)

On 1 July 2022, the Group completed an acquisition of a majority shareholding of Plimsoll Productions (through its holding company Escapade Bidco Limited), the largest independent producer of natural history programmes in the world and a growing premium factual producer. This acquisition is a further milestone in ITV's strategy of expanding its international content business. It further diversifies ITV Studios production base and will enable ITV to take advantage of the strong demand for content across the ever-popular natural history and factual genres. Plimsoll Productions has a strong network with all of the global streamers and this acquisition will strengthen and deepen ITV Studios relationships with the streamers.

#### Key terms:

At acquisition, the Group made a total payment of £103 million for the purchase of Plimsoll Productions. The total payment was split between an acquisition of shares from the vendors of £20 million and a subscription for new shares of £83 million. The cash generated from the share subscription was used to repay £65 million of loan notes held by the vendors and external debt of £18 million.

Under IFRS 5 'Business Combinations', only the amount paid to the vendors for shares acquisition (£20 million) is treated as consideration. However, as the debt has been repaid as part of the acquisition agreement, the entire cash outflow of £103 million is treated as cost of acquisition in the cash flow statement.

Based on the assessment of non-controlling interest, the Group has control over 93.07% of the business acquired and a non-controlling interest of £4 million has been recognised. Put and call options are in place over the remaining shareholding, with an exercise price based on a multiple of the average EBITDA for the years 2023 to 2027.

The maximum total potential consideration, including the initial payment and the additional subscription of shares, is £183 million (undiscounted). This includes put and call options over the non-controlling interests and eamouts. These additional eamout payments are dependent on future performance of the business and linked to ongoing employment, therefore are accounted for as expense. The Group considers these payments as capital in nature, and therefore expenses in relation to these payments are excluded from adjusted profits as exceptional items.

#### Acquisition accounting:

The Group is still completing its valuation of the intangible and tangible assets acquired with the business. Provisional amounts have been recognised in the Group results and Statement of Financial Position at 31 December 2022 with the surplus of consideration over the current fair value of the share of net assets acquired allocated to goodwill. The Group expects to complete the valuation of intangible assets and other acquired assets and liabilities in the first half of 2023.

ITV plc Annual Report and Accounts 2022

40

FINANCIAL STATEMENTS WORLD TO BE FINANCED BY GAINING ACCOUNTS
FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS CONTINUED
## Notes to the Financial Statements
## Section 3: Operating Assets and Liabilities continued
208 ITV plc Annual Report and Accounts 2022
The value of goodwill will be adjusted by a corresponding amount for the value of intangible assets identified and the difference between the market and book values of the assets and liabilities. Provisional intangible assets, being the value placed on formats, brands, customer contracts, non-compete arrangements and libraries, of £13 million were identified and goodwill was valued at £103 million. Goodwill represents the value placed on the opportunity to diversify and grow the content. The Group recognised the non-controlling interests at fair value with a put liability of £4 million being recognised at acquisition. Performance-based employment-linked earnouts will be accrued over the period the sellers are required to remain with the business and will be treated as exceptional costs. Effect of acquisition The provisional amounts recognised in respect of the estimated fair value of identifiable assets and liabilities have been included below: 2022 Total £m Consideration transferred: Initial consideration 20 Total consideration 20 Provisional fair value of net assets acquired: Cash 11 Intangible assets 13 Deferred tax liabilities (2) Property, plant and equipment 4 Deferred tax assets 1 Production work in progress 20 Trade and other receivables 16 Contract assets 3 Trade and other payables (17) Lease liabilities (3) Contract liabilities (27) Borrowings (98) Fair value of net liabilities acquired (79) Non-controlling interest measured at fair value 4 Goodwill 103 Purchase consideration – cash outflow Cash consideration 20 Additional cash invested to repay loans on acquisition 83 Total cash paid on acquisition 103 Cash acquired (11) Net cash outflow – investing activities 92 Other information Present value of the expected liability on put options 4 Contributions to the Group’s performance: From date of acquisition Revenue 32 EBITA before exceptional items 3 Operating profit 3 Proforma – January to December Revenue 48 EBITA before exceptional items 3 Operating profit 3 Acquisition costs charged to operating exceptional items in the Consolidated Income Statement amounted to £4 million for financial due diligence and legal costs. Lingo Pictures Pty Limited (Lingo Pictures) On 31 October 2022, the Group completed an acquisition of a majority shareholding (51%) of Lingo Pictures Pty Limited, a multi-award winning Australian production company. Lingo Pictures is the Groups’ first Australian scripted label. The Group paid £6 million cash consideration for £2 million net cash and net assets of £nil. Based on the assessment of non-controlling interest, the Group has control over 100% of the business acquired. Performance-based employment- linked earnouts will be accrued over the period the sellers are required to remain with the business and will be treated as exceptional costs. Provisional amounts have been recognised in these financial statements, resulting in goodwill recognition of £4 million. The acquisition accounting is expected to be finalised in the first half of 2023.
### 210 ITV plc Annual Report and Accounts 2022
FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS CONTINUED
## Notes to the Financial Statements
Section 3: Operating Assets and Liabilities continued The Group holds non-controlling interests in a number of different entities.
### 3.5 Keeping
Accounting for these investments, and the Group’s share of any profits and losses,
### Investments it simple
depends on the level of control or influence the Group is granted via its interest. The
three principal types of non-consolidated investments are joint arrangements (joint
The value of goodwill will be adjusted by a corresponding amount for the value of intangible assets identified and the
ventures or joint operations), associates, and equity investments.
difference between the market and book values of the assets and liabilities. Provisional intangible assets, being the
value placed on formats, brands, customer contracts, non-compete arrangements and libraries, of £13 million were A joint arrangement is an investment where the Group has joint control, with one or
identified and goodwill was valued at £103 million. Goodwill represents the value placed on the opportunity to more third parties. An associate is an entity over which the Group has significant
diversify and grow the content. influence (i.e. power to participate in the investee’s financial and operating
decisions). Any other investment is an equity investment.
The Group recognised the non-controlling interests at fair value with a put liability of £4 million being recognised at
acquisition. Performance-based employment-linked earnouts will be accrued over the period the sellers are required
to remain with the business and will be treated as exceptional costs.
### Effect of acquisition
The provisional amounts recognised in respect of the estimated fair value of identifiable assets and liabilities have
been included below:
2022
Total
£m
Consideration transferred:
Initial consideration 20
Total consideration 20
Provisional fair value of net assets acquired:
Cash 11
Intangible assets 13
Deferred tax liabilities (2)
Property, plant and equipment 4
52 1 77
Deferred tax assets 1
Production work in progress 20
Trade and other receivables 16
Contract assets 3
Foreign exchange 1 – – 1
Trade and other payables (17)
Lease liabilities (3)
Contract liabilities (27)
Borrowings (98)
Fair value of net liabilities acquired (79)
Non-controlling interest measured at fair value 4
Goodwill 103
Purchase consideration – cash outflow
Cash consideration 20
Additional cash invested to repay loans on acquisition 83
Total cash paid on acquisition 103
Cash acquired (11)
Net cash outflow – investing activities 92
Other information
Present value of the expected liability on put options 4
Contributions to the Group’s performance:
From date of acquisition
Revenue 32
EBITA before exceptional items 3
Operating profit 3
Proforma – January to December
Revenue 48
EBITA before exceptional items 3
Operating profit 3
Acquisition costs charged to operating exceptional items in the Consolidated Income Statement amounted to £4 million
for financial due diligence and legal costs.
### Lingo Pictures Pty Limited (Lingo Pictures)
On 31 October 2022, the Group completed an acquisition of a majority shareholding (51%) of Lingo Pictures Pty Limited,
a multi-award winning Australian production company. Lingo Pictures is the Groups’ first Australian scripted label.
The Group paid £6 million cash consideration for £2 million net cash and net assets of £nil. Based on the assessment
of non-controlling interest, the Group has control over 100% of the business acquired. Performance-based employment-
linked earnouts will be accrued over the period the sellers are required to remain with the business and will be treated ITV plc Annual Report and Accounts 2022 209
as exceptional costs. Provisional amounts have been recognised in these financial statements, resulting in goodwill

|  | recognition of £4 million. The acquisition accounting is expected to be finalised in the first half of 2023. | 4 4 4 4 4 4 4 4 |  |
| --- | --- | --- | --- |
|  |  | Accounting policies For joint ventures and associates, the Group applies equity accounting. Under this method, it recognises the investment in the entity at cost and subsequently adjusts this for its share of profits or losses, which are recognised in the Consolidated Income Statement within non-operating items and included in adjusted profit. Where the Group has invested in associates by acquiring preference shares or convertible debt instruments, the share of profit recognised is usually £nil as no equity interest exists. Equity investments are held at fair value unless the investment is a start-up business, in which case it is valued initially at cost as a proxy for fair value. The carrying amount of each category of our investments is represented as follows: Joint ventures £m Associates £m Equity investments £m Total £m At 1 January 2021 2 Additions 8 3 15 Share of profits/(losses) 1 (2) – 12 Impairments/fair value adjustments – (7) – (7) At 31 December 2021 43 51 98 Additions 5 6 7 18 Share of profits 7 1 – 8 Impairments/fair value adjustments – ( ) – ( ) Foreign exchange 6 – 10 At 31 December 2022 59 60 11 130 Significant investments in joint ventures include £48 million (2021: £34 million) invested in BritBox LLC in the US. The Group’s associates include £38 million (2021: £31 million) relating to a 45% investment in Blumhouse TV Holdings LLC, a film and television production company in the US. The equity investments relate primarily to Group’s Media for Equity programme. BritBox LLC is the only investment which is considered material to the Group. The following table provides summarised unaudited financial information for BritBox LLC aligned to the ITV Group’s 31 December year end, prepared by BritBox LLC management. BritBox LLC has a financial year ending on 31 March. Summarised balance sheet: BritBox LLC 2022 £m 2021 £m Current assets Cash and cash equivalents 55 37 Other current assets 146 58 Total current assets 201 95 Non-current assets 6 Total assets 207 99 Current liabilities Other current liabilities (109) (28) Total current liabilities (109) (28) Non-current liabilities Other non-current liabilities (5) (5) Total non-current liabilities (5) (5) Total liabilities (114) (33) Net assets 93 66 |  |
| 210 ITV plc Annual Report and Accounts 2022 |  |  | IITTVV ppllcc Annual Report and Accounts 2022 221111 |

FINANCIAL STATEMENTS 2022 (1) (B) (P) (A) (L) (S) (T) (M) (N) (O) (P) (Q)

# Notes to the Financial Statements

## Section 3: Operating Assets and Liabilities continued

|   | 2022 £m | 2021 £m  |
| --- | --- | --- |
|  Reconciliation to carrying amounts: |  |   |
|  Opening net assets 1 January | 66 | 31  |
|  Profit for the period | 18 | 34  |
|  Foreign exchange impact | 9 | 1  |
|  Closing net assets | 93 | 66  |
|  Group's share in % | 50% | 50%  |
|  Group's share in £m | 47 | 33  |
|  Goodwill | 1 | 1  |
|  **Carrying amount** | **48** | **34**  |

|  Summarised statement of comprehensive income: BritBox LLC | 2022 £m | 2021 £m  |
| --- | --- | --- |
|  Revenue | 126 | 86  |
|  Depreciation and amortisation | (2) | (1)  |
|  Income tax expense* | (1) | (1)  |
|  Profit from continuing operations | 18 | 34  |
|  **Profit for the period** | **18** | **34**  |

* Income tax expense relates to state taxes only. The joint venture partners separately account for and pay their share of income based on their share of profits.

Please refer to page 256 for the list of principal investments held at 31 December 2022.

### 3.6 Provisions

Keeping it simple

A provision is recognised by the Group where an obligation exists relating to events in the past and it is probable that cash will be paid to settle it.

A provision is made where the Group is not certain how much cash will be required to settle a liability, so an estimate is required. The main estimates relate to the cost of holding properties that are no longer in use by the Group, the likelihood of settling legal claims and contracts the Group has entered into that are non-unprofitable.

#### Accounting policies

A provision is recognised in the Consolidated Statement of Financial Position when the Group has a present legal or constructive obligation arising from past events. It is probable cash will be paid to settle it and the amount can be estimated reliably. Provisions are determined by discounting the expected future cash flows by a rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognised as a financing cost in the Consolidated Income Statement. The value of the provision is determined based on assumptions and estimates in relation to the amount and timing of actual cash flows, which are dependent on future events.

#### Provisions

The movements in provisions during the year are as follows:

|   | Contract provisions £m | Property provisions £m | Legal and other provisions £m | Total £m  |
| --- | --- | --- | --- | --- |
|  At 1 January 2022 | 32 | 6 | 107 | 145  |
|  Additions | 17 | 4 | 20 | 41  |
|  Utilised | (10) | (1) | (2) | (13)  |
|  Released | (5) | - | - | (5)  |
|  Foreign exchange | - | - | 1 | 1  |
|  **At 31 December 2022** | **34** | **9** | **126** | **169**  |
|  Analysed between: |  |  |  |   |
|  Current | 16 | - | 123 | 139  |
|  Non-current | 18 | 9 | 3 | 30  |

Provisions of £139 million are classified as current liabilities (2021: £120 million). Unwind of the discount is £18 in 2022 and 2021.

#### Contract provisions £34 million (2021: £32 million)

Contract provisions represent liabilities in respect of onerous contracts in relation to individual sports rights of £17 million (2021: £5 million) and transmission capacity supply contracts of £17 million (2021: £27 million).

#### Sports rights

The Group recognises provisions for onerous contracts for individual sports rights when estimated revenues for individual sports rights are less than the value of the rights held. The provision is sensitive to the changes in the sporting schedule and consequential impact on TAR. In calculating the onerous contract provision for sports rights, management has made estimates and used assumptions in determining the nature, amount and timing of potential outflows, including the commercial impacts of the target audience that will be generated by those rights, scheduling of the events and revenue forecasts.

30 ITV plc Annual Report and Accounts 2022
The provision held at 31 December 2022 is £17 million (2021: £5 million). The provision was increased by £17 million in the year (2021: £1 million). £nil (2021: £14 million) has been utilised during the year and £5 million (2021: £nil) was released due to certain sporting events being cancelled and a refund issued to the Group. The remaining provision is expected to be utilised between 2023 and 2025.

# Transponders

In 2020 and 2021, the Group reviewed the efficiency of its transponder capacity usage with a view to reducing capacity requirements. This has allowed the Group to reorganise channels over fewer transponders with the result that all channels have been cleared from two transponders. They are no longer utilised and are therefore not generating revenues. Management has applied judgement in its assessment that the individual element of the contract is separable from the remaining elements of the contract, which are not considered onerous. The contracted future commitment to October 2024 was therefore recognised as a provision in 2020 and 2021 as there are no future economic benefits expected.

The provision for onerous contracts at 31 December 2022 is £17 million (2021: £27 million). £10 million of the provision was utilised during the year (2021: £7 million).

# Property provisions £9 million (2021: £6 million)

These provisions primarily relate to expected dilapidation costs at the Group's rental properties.

# Legal and other provisions £126 million (2021: £107 million)

Represents provisions for potential liabilities and their related legal costs. These include £52 million (31 December 2021: £52 million) for the potential liability that may arise as a result of the Box Clever Financial Support Directions (FSDs) issued by the Pensions Regulator (IPR), employee-related tax and other provisions of £59 million (2021: £39 million) and other legal and related costs, including provisions related to The Voice of Holland.

# Box Clever Pension Scheme

The Box Clever Pension Scheme (the Scheme) was managed from its establishment by an independent Trustee and the Group has not had any commercial connection with the Box Clever business since it went into administrative receivership in 2003. After proceedings in the Upper Tribunal and Court of Appeal were dismissed, certain companies within ITV were issued with FSDs by IPR on 17 March 2020. An FSD does not set out what form any financial support should take, nor its amount, and those issues have not yet been resolved as part of the legal process.

The legislation provides that any contribution that ITV may make must be considered reasonable. If an agreement is reached with IPR there may not be an immediate cash flow impact. If an agreement cannot be reached, then settlement may be protracted and subject to further legal proceedings which could take several years to resolve.

At 31 December 2003, the Scheme was estimated to have had a deficit on a buyout basis of £25 million. An estimate of the deficit in the Box Clever Group Pension Scheme was calculated at £110 million as at 30 April 2020. This estimate was calculated on a buyout basis, using membership data and benefits currently being provided in that Scheme, and based on membership data as of February 2020. This estimate has been updated based on 31 December 2022 market conditions and has reduced to £80 million primarily due to the increase in gift yields and recent changes in inflation. All of these valuations were of the white Scheme, encompassing liabilities in respect of former employees of Granada's joint venture partner, Thorn, as well as former employees of the Group.

As reported in the interim statement, the Group received a warning notice from IPR that it was considering exercising its power to issue a contribution notice for the amount of £133 million which is based on a buyout estimate as at 31 March 2021 provided by the Scheme's actuarial adviser, plus a prudent margin. The Group responded to the warning notice on 31 October 2022.

There remains a significant number of undecided issues as to the quantum and form of financial support and the Directors continue to believe there are many important factors which need to be taken into account in any decision, and therefore there remains uncertainty around the financial support to be provided. The provision remains at £52 million, and represents the offer made to settle the matter and is based on an IAS 19 valuation to transfer certain liabilities into the existing ITV pension scheme, which we consider to be the most likely form of settlement. We remain willing to engage with IPR to resolve the matter.

# Employee-related

The determination of the employment tax status of some individuals contracted by the Group is complex. In March 2021, HMRC issued an initial assessment on several individuals engaged by the Group during the tax year 2016/17 as employed for tax purposes. In June 2021, HMRC updated guidance on factors determining the employment tax status of TV and Radio presenters. Landmark court cases were heard by the Court of Appeal in early 2022. Whilst the Group was not involved in these cases, judgements handed down impact how employment tax status is being determined for TV and Radio presenters generally. These judgements will therefore have a bearing on how much tax might be payable by the Group.

During 2022, we have further reviewed the provision, which has resulted in an increase in the provision of £20 million, of which £10 million relates to periods up to 31 December 2021 and is therefore considered exceptional. The increase largely relates to where the Group believes the case for self-employment has weakened in light of recent case law and HMRC's hardening stance.

Due to ongoing reviews by HMRC and court cases on this matter, the final amount payable could be significantly different to the £56 million currently provided (2021: £36 million). It is difficult to provide a range for the expected final amount payable as case law is continually evolving on this matter, particularly in relation to Front of Camera presenters. Very few cases have reached the higher courts and fact patterns can be very different in individual cases, so determination of employment status for tax purposes remains very subjective.

ITV plc Annual Report and Accounts 2022

41

FINANCIAL STATEMENTS WORLD OF BUSINESS INFORMATION
COMMERCIAL STATEMENTS: NOTES TO THE FINANCIAL STATEMENTS/REVISED

Notes to the Financial Statements

Section 3: Operating Assets and Liabilities continued

A further £3 million (2021: £3 million) is provided in relation to other employment related matters.

The Voice of Holland

In early 2022 allegations of inappropriate behaviour on the set of The Voice of Holland were made public, resulting in a mid-season suspension of series 12. A provision has been made to cover the committed costs relating to the series in production and other costs. An external investigation of the allegations is currently ongoing. While unquantifiable at present, there may be further financial impact on the Group.

Other

Other provisions relate to historical environmental provisions in relation to our production sites, closure costs and provision for legal fees for other ongoing litigation.

3.7

Pensions

Keeping it simple

In this note, we explain the accounting policies governing the Group's pension schemes, followed by analysis of the components of the net defined benefit pension surplus or deficit, including assumptions made, and where the related movements have been recognised in the financial statements. In addition, we have placed text boxes to explain some of the technical terms used in the disclosure.

What are the Group's pension schemes?

There are two types of pension schemes. A 'Defined Contribution' scheme that is open to ITV employees, and a number of 'Defined Benefit' schemes that have been closed to new members since 2006 and closed to future accrual in 2017. In 2016, on acquisition of UTV Limited, the Group took over the UTV Defined Benefit Scheme, which closed to future accrual at the end of March 2019.

What is a Defined Contribution scheme?

The Defined Contribution scheme is where the Group makes fixed payments into a separate fund on behalf of those employees participating in saving for their retirement. ITV has no further obligation to the participating employee and the risks and rewards associated with this type of scheme are assumed by the members rather than the Group. Although the Trustee of the scheme makes available a range of investment options, it is the members' responsibility to make investment decisions relating to their retirement benefits.

What is a Defined Benefit scheme?

In a Defined Benefit scheme, members receive payments during retirement, the value of which is dependent on factors such as salary and length of service. The Group makes contributions to the scheme, a separate Trustee-administered fund that is not consolidated in these financial statements, but is reflected on the defined benefit pension surplus or deficit line in the Consolidated Statement of Financial Position.

The Trustee, appointed according to the terms of the Schemes' documentation, is required to act in the best interest of the beneficiaries and is responsible for managing and investing the assets of the Scheme and its funding position.

Schemes can be funded, where regular cash contributions are made by the employer into a fund which is invested. In the event of poor investment returns or increases in liabilities, the Group may need to address this through increased levels of contribution. Alternatively, schemes can be unfunded, where no regular money or assets are required to be put aside to cover future payments but in some cases security is required.

The accounting defined benefit pension surplus or deficit (IAS 19) is different from the actuarial valuation surplus or deficit as they are calculated on the basis of different assumptions, such as discount rate. The accounting defined benefit pension surplus or deficit (IAS 19) figure is calculated as at the balance sheet date, and the actuarial surplus or deficit (which drives cash funding requirements) was calculated for the last triennial valuation as of 31 December 2019 for Section A of the ITV Pension Scheme, 1 January 2020 for Section C of the ITV Pension Scheme and 30 June 2020 for the UTV Pension Scheme.

# Accounting policies

Defined contribution scheme

Obligations under the Group's defined contribution schemes are recognised as an operating cost in the Consolidated Income Statement as incurred. For 2022, total contributions expensed were £29 million (2021: £26 million).

Defined benefit scheme

The Group's obligation in respect of the Defined Benefit Scheme is calculated by estimating the amount of future retirement benefit that eligible employees ('beneficiaries') have earned during their services. That benefit payable in the future is discounted to today's value and then the fair value of scheme assets is deducted to measure the defined benefit pension position.

32

ITV plc Annual Report and Accounts 2022
Unless otherwise stated, references to Defined Benefit Schemes ('the Schemes') within this note refer to the ITV Pension Scheme, the Unfunded Scheme and the UTV Pension Scheme combined. Details on each scheme are provided below.

The liabilities of the Schemes are measured by discounting the best estimate of future cash flows to be paid using the 'projected unit' method. These calculations are complex and are performed by a qualified actuary. There are many judgements and estimates necessary to calculate the Group's estimated liabilities, the main assumptions are set out later in this note. Movements in assumptions during the year are called 'actuarial gains and losses' and these are recognised in the period in which they arise through the Consolidated Statement of Comprehensive Income.

The accounting defined benefit pension surplus or deficit (IAS 19) is different from the actuarial valuation surplus or deficit as they are calculated on the basis of different assumptions, such as discount rate. The accounting defined benefit pension surplus or deficit (IAS 19) figure is calculated as at the balance sheet date, and the actuarial valuation surplus or deficit (or funding surplus or deficit) is calculated per the last triennial valuation.

The latest triennial valuation of Section A of the ITV Pension Scheme was undertaken as at 31 December 2019 by an independent actuary appointed by the Trustee of the Scheme and agreed in early 2022. The funding deficit of Section A of the ITV Pension Scheme as at 31 December 2019 amounted to £252 million, down from £489 million at 1 January 2017. The Group has revised the existing deficit reduction contributions to eliminate the deficit.

The IAS 19 surplus or deficit does not drive the deficit funding contribution. Following the latest triennial valuation of Section A of the ITV Pensions Scheme, ITV paid deficit reduction contributions of £40 million in 2022, and expects the deficit reduction contributions to be £42 million in 2023, £48 million in 2024 and £28 million in 2025. The next triennial valuation will be as at 31 December 2022. This will determine subsequent contribution rates.

An unfunded scheme in relation to former beneficiaries who accrued benefits in excess of the maximum allowed for tax purposes is accounted for under IAS 19 and the Group is responsible for meeting the pension obligations as they fall due. For the four former Granada executives within the unfunded scheme, there is additional security in the form of a charge over £47 million (2021: £62 million) of securitised gifts held by the Group, which are classified as other pension assets to reflect the Group's net pension surplus or deficit.

Due to the size of the UTV Pension Scheme, the Directors present the results and position of the UTV Pension Scheme within this note combined with the existing ITV Schemes. In November 2021, the triennial valuation of the UTV Pension Scheme at 30 June 2020 was completed. The Scheme had assets of £140 million as at the valuation date and £136 million of liabilities resulting in an agreed Technical Provisions funding surplus of £4 million and hence there are no deficit contributions payable. The next triennial valuation will be as at 30 June 2023.

The principal employer of the ITV Pension Scheme and the Unfunded Scheme is ITV Services Limited, the Granada supplementary scheme is Granada Group Limited and the UTV Pension Scheme is UTV Limited.

# The defined benefit pension surplus/(deficit) (under IAS 19)

Net pension surplus of £192 million at 31 December 2022 (2021: net pension deficit of £8 million) is stated after including the unfunded scheme security asset of £47 million (2021: £62 million). The totals recognised in 2022 and 2021 are:

|   | 2022 £m | 2021 £m  |
| --- | --- | --- |
|  Total defined benefit scheme obligations | (2,292) | (3,943)  |
|  Total defined benefit scheme assets | 2,437 | 3,873  |
|  Defined benefit pension surplus/(deficit) (IAS 19) | 145 | (70)  |
|  Presented as: |  |   |
|  Defined benefit pension surplus* | 172 | 26  |
|  Defined benefit pension deficit | (27) | (96)  |
|  Defined benefit pension surplus/(deficit) (IAS 19) | 145 | (70)  |
|  Other pension asset | 47 | 62  |
|  Net pension surplus/(deficit) | 192 | (8)  |

* Included within the defined benefit pension surplus is the UTV Scheme. The defined benefit scheme assets in the UTV Scheme were valued at £94 million as at 31 December 2022 (2021: £142 million) and the defined benefit scheme obligations were £85 million (2021: £156 million).

The following notes provide further detail on the value of the Schemes' assets and liabilities, how these are accounted for and their impact on the financial statements.

ITV plc Annual Report and Accounts 2022

45

FINANCIAL STATEMENTS (WORLD) (THE FINANCIAL STATEMENT) (CONFIDENTIAL)
FINANCIAL STATEMENTS

Notes to the Financial Statements

Section 3: Operating Assets and Liabilities continued

# Defined benefit scheme obligations

Keeping it simple

What causes movements in the defined benefit pension obligations?
The areas that impact the defined benefit obligation (the pension scheme liabilities) position at the year end are as follows:

- Past service cost – is a change in present value of the benefits built up by the beneficiaries in the prior periods, can be positive or negative resulting from changes to the existing plan as a result of an agreement between ITV and employees or legislative change (including legal rulings) or as a result of significant reduction by ITV in the number of employees covered by the plan (curtailment)
- Interest cost – the pension obligations payable in the future are discounted to the present value at year end. A discount factor is used to determine the current value today of the future cost. The interest cost is the unwinding of one year's movement in the present value of the obligation. It is broadly determined by multiplying the discount rate at the beginning of the period by the updated present value of the obligation during the period. The discount rate is a key assumption explained later in this note. This interest cost is recognised through net financing costs in the Consolidated Income Statement (see note 4.4)
- Actuarial gains or losses – there are broadly two causes of actuarial movements: 'experience' adjustments, which arise when comparing assumptions made when estimating the liabilities and what has actually occurred, and adjustments resulting from changes in actuarial assumptions e.g. movements in corporate bond yields or change in mortality. Key assumptions are explained in detail later in this note. Actuarial gains or losses are recognised through other comprehensive income
- Benefits paid – any cash benefits paid out by the Scheme will reduce the obligation

The movement in the present value of the Group's defined benefit obligation is analysed below:

|   | 2022 £m | 2021 £m  |
| --- | --- | --- |
|  Defined benefit obligation at 1 January | 3,943 | 4,120  |
|  Interest cost | 63 | 54  |
|  Actuarial gain | (1,119) | (44)  |
|  Settlement payments from plan assets – buyout of Section C | (439) | -  |
|  Benefits paid | (156) | (187)  |
|  Defined benefit obligation at 31 December | 2,292 | 3,943  |

Of the above total defined benefit obligation at 31 December 2022, £40 million relates to the unfunded schemes (2021: £60 million).

In November 2018, the Pension Trustee entered into a bulk annuity insurance contract in respect of the benefits of two Sections of the ITV Pension Scheme. This type of deal is also known as a 'Buy-in'. A buy-in is where the Trustee purchases an insurance policy, which is effectively a Scheme asset, which pays the members benefits. The ultimate obligation to pay the members benefits remains with the scheme.

In April 2022, the Trustee completed a buyout of Section C, which in practical terms split the bulk annuity policy into individual annuity policies for each scheme member. At that time, the relevant scheme assets were transferred to the insurance company, which became responsible for paying the pensions and therefore it removed those liabilities from the pension scheme, represented by 'settlement payments from plan assets – buyout of Section C' in the table above. The value of the assets and liabilities settled was equal and therefore the settlement cost was £nil. The buyout represents a full and definitive settlement of the liabilities insured, which as at 31 December 2021 represented around 13% of ITV's total defined benefit obligation on the IAS 19 accounting basis.

34

ITV plc Annual Report and Accounts 2022
## Assumptions used to estimate the Scheme obligations

Keeping it simple

What are the main assumptions used to estimate the Scheme obligations?
The main assumptions are:

- An estimate of increases in pension payments and the effect of inflation
- The life expectancy of beneficiaries
- The discount rate used to estimate the present day fair value of these obligations

### How do we determine the appropriate assumptions?

The Group takes independent actuarial advice relating to the appropriateness of the assumptions used.

IFRS requires that we estimate a discount rate by reference to high quality fixed income investments in the UK that match the estimated term of the pension obligations.

The inflation assumption has been set by looking at the difference between the yields on fixed and index-linked government bonds. The inflation assumption is used as a basis for the remaining financial assumptions, except where caps have been implemented.

The discount rate has therefore been obtained using the yields available on AA rated corporate bonds, which match projected cash flows. The Group's estimate of the weighted average term of the liabilities is 12 years (2021: 15 years).

The principal assumptions used in the Schemes' valuations at the year end were:

|   | 2022 | 2021  |
| --- | --- | --- |
|  Discount rate | **5.05%** | 1.80%  |
|  Inflation assumption (RPI) | **3.15%** | 3.40%  |
|   | **Deferred/Pensioner** | **Deferred/Pensioner**  |
|  Rate of increase in pension payment (LPI* 5% pension increases) | **3.80%/3.00%** | 2.90%/3.35%  |
|  Rate of increase to deferred pensions (CPI) | **2.50%** | 2.90%  |

* Limited Price Index

From February 2030 onwards, increases in the RPI will be aligned with those under the Consumer Prices Index ('CPI'). For Defined Benefit schemes, it means that members with RPI-linked pension increases will see future retirement benefits increase more slowly from 2030 than they otherwise would. The Group's approach to setting RPI and CPI inflation assumptions is as follows:

- The Group continued to set RPI inflation in line with the market break-even expectations for inflation less an inflation risk premium of 0.3%
- The assumptions linked to RPI and CPI as at 31 December 2022 have been determined by weighting the cash flows to which the link applies

The table below reflects published mortality investigation data in conjunction with the results of investigations into the mortality experience of Scheme beneficiaries. The assumed life expectations on retirement for Section A are:

|   | 2022 | 2021 | 2021 | 2022  |
| --- | --- | --- | --- | --- |
|  **Retiring today at age** | **60** | **65** | 60 | 65  |
|  Males | **26.2** | **21.6** | 26.3 | 21.7  |
|  Females | **28.9** | **24.1** | 29.0 | 24.1  |
|  **Retiring in 20 years at age** | **60** | **65** | 60 | 65  |
|  Males | **27.5** | **22.7** | 27.6 | 22.8  |
|  Females | **30.4** | **25.5** | 30.4 | 25.5  |

The net pension surplus/(deficit) is sensitive to changes in assumptions. These are disclosed further in this note.

ITV plc Annual Report and Accounts 2022 45

FINANCIAL STATEMENTS WORLD TO THE FINANCE OF GOLF IN ECONOMICS
FINANCIAL STATEMENTS: NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

Notes to the Financial Statements

Section 3: Operating Assets and Liabilities continued

# Total defined benefit scheme assets

Keeping it simple

The Scheme holds assets across a number of different classes, which are managed by the Trustair, who consults with the Group on changes to its investment policy.

# What are the Pension Scheme assets?

At 31 December 2022, the Schemes' assets were invested in a diversified portfolio that consisted primarily of debt securities, infrastructure, property and insurance policies matching the pensions due to certain beneficiaries. The tables below set out the major categories of assets.

Financial instruments are in place in order to provide protection against changes in market factors (interest rates and inflation), which could act to increase the net pension surplus/deficit.

One such instrument is the longevity swap, which the Scheme transacted in 2011 to obtain protection against the effect of increases in the life expectancy of the majority of pensioner beneficiaries at that date. Under the swap, the Trustair agreed to make pre-determined payments in return for payments to meet the specified pension obligations as they fall due, irrespective of how long the beneficiaries and their dependants live. The difference in the present values of these two streams of payments is reflected in the Scheme assets. The swap had a nil valuation at inception and, using market-based assumptions, is subsequently adjusted for changes in the market life expectancy and market discount rates, in line with its fair value.

# How do we measure the pension Scheme assets?

Defined benefit scheme assets are measured at their fair value and can change due to the following:

- Interest income on scheme assets - this is determined by multiplying the fair value of the Scheme assets by the discount rate, both taken as of the beginning of the year. This is recognised through net financing costs in the Consolidated Income Statement
- Return on assets arise from differences between the actual return and interest income on Scheme assets and are recognised in the Consolidated Statement of Other Comprehensive Income
- Employer's contributions are paid into the Scheme to be managed and invested, and
- Benefits and administrative expenses paid out by the Schemes will lower the fair value of the Schemes' assets

The movement in the fair value of the defined benefit schemes' assets is analysed below:

|   | 2022 £m | 2021 £m  |
| --- | --- | --- |
|  Fair value of Scheme assets at 1 January | 3,873 | 4,032  |
|  Interest income on Scheme assets | 63 | 54  |
|  Loss on assets, excluding interest income | (1,039) | (102)  |
|  Employer contributions | 145 | 82  |
|  Settlement payments from plan assets - buyout of Section C | (439) | -  |
|  Benefits paid | (156) | (187)  |
|  Administrative expenses paid | (8) | (8)  |
|  Pension insurance risk premium - buyout of Section C | (4) | -  |
|  Fair value of Scheme assets at 31 December | 2,437 | 3,873  |

The pension insurance risk premium is a one-off cost that was payable on the completion of the buyout of Section C of the ITV Pension Scheme. See above for further details on the buyout.

34

ITV plc Annual Report and Accounts 2022
FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS CONTINUED
## Notes to the Financial Statements
## Section 3: Operating Assets and Liabilities continued
Total defined benefit scheme assets
The Scheme holds assets across a number of different classes, which are managed
### Keeping
by the Trustee, who consults with the Group on changes to its investment policy.
### it simple
What are the Pension Scheme assets?
At 31 December 2022, the Schemes’ assets were invested in a diversified portfolio
that consisted primarily of debt securities, infrastructure, property and insurance
policies matching the pensions due to certain beneficiaries. The tables below set
out the major categories of assets.
Financial instruments are in place in order to provide protection against changes
in market factors (interest rates and inflation), which could act to increase the net
pension surplus/deficit.
One such instrument is the longevity swap, which the Scheme transacted in 2011 to
obtain protection against the effect of increases in the life expectancy of the majority
of pensioner beneficiaries at that date. Under the swap, the Trustee agreed to make
pre-determined payments in return for payments to meet the specified pension
obligations as they fall due, irrespective of how long the beneficiaries and their
dependants live. The difference in the present values of these two streams of
payments is reflected in the Scheme assets. The swap had a nil valuation at inception
and, using market-based assumptions, is subsequently adjusted for changes in the
market life expectancy and market discount rates, in line with its fair value.

| How do we measure the pension Scheme assets? | 168 |
| --- | --- |
| Defined benefit scheme assets are measured at their fair value and can change due | 148 |
| to the following: | 1 |

• Interest income on scheme assets – this is determined by multiplying the fair value
of the Scheme assets by the discount rate, both taken as of the beginning of the
year. This is recognised through net financing costs in the Consolidated Income
530
Statement
(588)
• Return on assets arise from differences between the actual return and interest
income on Scheme assets and are recognised in the Consolidated Statement of
Other Comprehensive Income
• Employer’s contributions are paid into the Scheme to be managed and invested,
and
• Benefits and administrative expenses paid out by the Schemes will lower the fair
value of the Schemes’ assets
The movement in the fair value of the defined benefit schemes’ assets is analysed below:
2022 2021
£m £m
Fair value of Scheme assets at 1 January 3,873 4,032
Interest income on Scheme assets 63 5
Loss on assets, excluding interest income (1,039) (102)
Employer contributions 145 82
Settlement payments from plan assets – buyout of Section C (439) –
Benefits paid (156) (187)
Administrative expenses paid (6) (6)
Pension insurance risk premium – buyout of Section C (4) –
Fair value of Scheme assets at 31 December 2,437 3,873
The pension insurance risk premium is a one-off cost that was payable on the completion of the buyout of Section C
of the ITV Pension Scheme. See above for further details on the buyout.
ITV plc Annual Report and Accounts 2022 217
4 How are the Schemes’ assets invested? At 31 December 2022, the Schemes’ assets were invested in a diversified portfolio that consisted primarily of debt securities, infrastructure, property and insurance policies matching pensions due to certain beneficiaries. The Trustee is responsible for deciding the investment strategy for the Schemes’ assets, although changes in investment policies require consultation with the Group. The assets are invested in different classes to hedge against unfavourable movements in the funding obligation. When selecting the mix of assets to hold, and considering their related risks and returns, the Trustee will weigh up the variability of returns against the target long-term rate of return on the overall portfolio. The fair value of the Schemes’ assets is shown in the following table by major category: Market value 2022 £m Quoted 2022 £m Market value 2022 % Market value 2021 £m Quoted 2021 £m Market value 2021 % Liability hedging assets Fixed interest gilts 365 365 51 51 Index-linked interest gilts 788 786 1,139 1,127 Interest rate and inflation hedging derivatives (swaps and repos) (375) (401) 60 25 778 750 32% 1,713 1,666 44% Other bonds 1,447 58 59% 1,767 75 46% Return seeking investments Infrastructure 174 Property 171 Hedge funds/alternatives – 345 14% 317 8% Other investments Cash and cash equivalents 121 13 Insurance policies 17 Longevity swap fair value (271) (133) (5)% 76 2% Total Scheme assets 2,437 808 100% 3,873 1,741 100% Included in the above are overseas assets of £315 million (2021: £257 million). None of these assets are quoted. Following the completion of the buyout (see details above), the assets were removed from the pension scheme. The assets in respect of the buy-in are included in the insurance policies listed above as at 31 December 2021. The Trustee entered into a longevity swap in 2011, which hedges the risk of increasing life expectancy over the next 70 years for 11,700 current pensioners at inception covering £1.7 billion of the pension obligation. The fair value of the longevity swap is negative due to declining mortality assumptions and equals the discounted value of the projected net cash flows resulting from the contract. The fair value loss has reduced in 2022 due to a rise in gilt yields used to value the swap. 4 4 4
### 218 ITV plc Annual Report and Accounts 2022 IITTVV ppllcc Annual Report and Accounts 2022 221199
COMPREHENSIVE STATEMENTS: WHICH IS THE FINANCIAL STATEMENT INCLUDED

Notes to the Financial Statements

Section 3: Operating Assets and Liabilities continued

# Defined pension deficit sensitivities

Keeping it simple

# Which assumptions have the biggest impact on the Scheme?

It is important to note that comparatively small changes in the assumptions used may have a significant effect on the Consolidated Income Statement, Consolidated Statement of Comprehensive Income and Consolidated Statement of Financial Position. This 'sensitivity' to change is analysed below to demonstrate how small changes in assumptions can have a large impact on the estimation of the defined benefit pension obligation. The Trustee manages the investment, mortality and inflation risks to ensure the pension obligations are met as they fall due.

The investment strategy is aimed at the Trustee's actuarial valuation liabilities rather than IAS 18 defined pension liabilities. As such, the effectiveness of the risk hedging strategies on a valuation basis will not be the same as on an accounting basis. Those hedging strategies have significant impact on the movement in the net pension deficit as assumptions change, offsetting the impacts on the obligation disclosed below.

In practice, changes in one assumption may be accompanied by offsetting changes in another assumption (although this is not always the case). Changes in the assumptions may occur at the same time as changes in the market value of Scheme assets, which may or may not offset the changes in assumptions.

Changes in assumptions have a different level of impact as the value of the net pension surplus or deficit fluctuates, because the relationship between them is not linear.

The analysis below considers the impact of a single change in principal assumptions on the defined benefit obligation while keeping the other assumptions unchanged and does not take into account any risk hedging strategies:

|  Assumption | Change in assumption | Impact on defined benefit obligation  |
| --- | --- | --- |
|  Discount rate | Increase by 0.1% | Decrease by £25 million  |
|   |  Decrease by 0.1% | Increase by £25 million  |
|   |  Increase by 0.5% | Decrease by £115 million  |
|   |  Decrease by 0.5% | Increase by £125 million  |
|  Rate of inflation (Retail Price Index) | Increase by 0.1% | Increase by £10 million  |
|   |  Decrease by 0.1% | Decrease by £10 million  |
|  Rate of inflation (Consumer Price Index) | Increase by 0.1% | Increase by £5 million  |
|   |  Decrease by 0.1% | Decrease by £5 million  |
|  Life expectancies | Increase by one year | Increase by £75 million  |

The sensitivity analysis has been determined by extrapolating the impact on the defined benefit obligation at the year end with changes in key assumptions that might reasonably occur.

While the Schemes' risk hedging strategy is aimed at a valuation basis, the Directors estimate that on an accounting basis any change in asset values would significantly offset the above impact on the defined benefit obligation.

In particular, while an increase in assumption of life expectancies by one year would increase the defined benefit obligation by £75 million, the assets would benefit from an estimated increase of the value of the longevity swap by £60 million, resulting in a net increase in the defined pension deficit of £15 million.

Further, the ITV Pension Scheme invests in UK government bonds and interest rate and inflation swap contracts and therefore movements in the defined benefit obligation are typically offset, to an extent, by asset movements.

34

ITV plc Annual Report and Accounts 2022
Keeping it simple

What was the impact of movements on the Schemes' assets and liabilities?
The notes above describe how the Scheme obligations and assets are comprised and measured. The following note sets out the impact of various movements and expenses on the Scheme on the Group's financial statements.

# Amounts recognised through the Consolidated Income Statement

Amounts recognised through the Consolidated Income Statement are as follows:

|   | 2022 £m | 2021 £m  |
| --- | --- | --- |
|  Amount charged to operating costs: |  |   |
|  Scheme administration expenses | (6) | (6)  |
|   | (6) | (6)  |
|  Amount charged to exceptional costs: |  |   |
|  Pension insurance risk premium - buyout of Section C | (4) | -  |
|  Total charged in the Consolidated Income Statement | (10) | (6)  |

# Amounts recognised through the Consolidated Statement of Comprehensive Income

The amounts recognised through the Consolidated Statement of Comprehensive Income are:

|   | 2022 £m | 2021 £m  |
| --- | --- | --- |
|  Remeasurement (losses)/gains |  |   |
|  Loss on scheme assets excluding interest income | (1,039) | (102)  |
|  Actuarial gains/(losses) on liabilities arising from change in: |  |   |
|  - experience adjustments | (119) | (8)  |
|  - financial assumptions | 1,338 | 68  |
|  - demographic assumptions | 10 | (36)  |
|   | 1,119 | 46  |
|  Total recognised in the Consolidated Statement of Comprehensive Income | 80 | (58)  |

The £1,119 million actuarial gain on the Schemes' liabilities was principally due to the increase in bond yields and to a lesser extent by the decrease in market implied inflation and slightly shorter assumed life expectancies. The actuarial gain on the Schemes' liabilities has been partially offset by the impact of high actual inflation over 2022, which would lead to benefits being increased by more than assumed and has been recognised as an experience adjustment.

The £1,039 million loss on the Schemes' assets follows an increase in the gifts yields and to a lesser extent the decrease in the value of the inflation-linked assets. The actuarial loss on the Schemes' assets has been partially offset by an increase in the fair value loss of the longevity swap.

FINANCIAL STATEMENTS: NOTES TO THE FINANCIAL STATEMENTS CONTENTS

ITV plc Annual Report and Accounts 2022

49
COMMERCIAL STATEMENTS: BUDGET AND FINANCIAL STATEMENTS (CONTINUED)

Notes to the Financial Statements

Section 3: Operating Assets and Liabilities continued

# Addressing the defined benefit pension deficit

Keeping it simple

The Group works closely with the Trustee to agree appropriate levels of funding for the Scheme. This involves agreeing a Schedule of Contributions at each biennial valuation, which specifies the contribution rates for the employer and, where relevant, scheme beneficiaries and the date these contributions are due. A recovery plan setting out the steps that will be taken to address a funding shortfall is also agreed.

In the event that the Group's defined benefit scheme is in a not liability position, the Directors must take steps to manage the size of the deficit. Apart from the funding agreements mentioned above, this could involve pledging additional assets to the Scheme, so was the case in the SDN and London Television Centre pension funding partnerships.

The levels of ongoing contributions to the Scheme are based on the expected future cash flows of the Scheme. Contributions in 2022 for administration expenses are £6 million (2021: £6 million).

The Group has two asset-backed pension funding agreements with the Trustee – the SDN pension funding partnership and the London Television Centre pension funding partnership which were set up in 2010 and 2014 respectively to address the pension deficit.

# SDN Pension Funding Partnership

In 2010, ITV established a Pension Funding Partnership (PFP) with the Trustees backed by SDN, which was subsequently extended in 2011. The PFP addressed £200 million of the funding deficit in Section A of the defined benefit pension scheme and under the original agreement; annual payments of £11 million for 12 years from 2011 were made with the final annual payment in 2022. In addition, a bullet payment of up to £200 million was due in 2022. During 2022, the existing PFP agreement was amended and extended to 2031. As a result of this agreement, an upfront payment of £80 million was paid to the pension scheme in the period and an additional deficit contribution of £3 million was paid for the period between the end of the original agreement and the date the extension agreement was signed. The Group is committed to up to nine annual payments of £16 million from 2023 and the PFP's interest in SDN provides collateral for these payments. On completion of the final payment in 2031, the Scheme's partnership interest will have been repaid in full and it will have no right to any further payments. The letter of credit which was previously used to provide additional collateral to support the original value of the structure (31 December 2021: £152 million) has been released.

# London Television Centre Pension Funding Partnership

In 2014, ITV established a Pension Funding Partnership with the Trustees backed by the London Television Centre which resulted in the assets of Section A of the defined benefit pension scheme being increased by £50 million. In November 2019 the London Television Centre was sold, £50 million of the proceeds was previously held in a restricted bank account as a replacement asset in the pension funding arrangement. In 2022 this security was replaced with a surety bond and the cash was released to the Group. This structure continues to be reviewed.

The Scheme's interest in these Partnerships reduces the deficit on a funding basis but does not impact the deficit on an IAS 19 basis as the Scheme's interest is not a transferrable financial instrument.

The total deficit funding contribution for 2022 was £137 million (31 December 2021: £74 million). This includes £15 million deferred from 2020 and £25 million of deficit contributions agreed as part of the biennial valuation, £80 million one-off payment following the extension of the SDN PFP, a £3 million payment on the SDN PFP for the bridging period between the end date of the original agreement and the date of the extension, and £11 million and £3 million annual payments due under the SDN and London Television Centre PFP's respectively.

Deficit contributions for 2023 to 2025 consist of contributions agreed with the Trustees following the biennial valuation (£43 million, £48 million and £28 million respectively) and the annual payments under the SDN PFP and London Television Centre PFP (£16 million and £3 million respectively). Therefore total deficit contributions for 2023 to 2025 will be £62 million, £67 million and £47 million.

IFRIC 14 clarifies how the asset ceiling rules should be applied if the Schemes are expected to be in surplus, for example as a result of deficit funding agreements. The Group has determined that it has an unconditional right to a refund of any surplus assets if the Schemes are run off until the last member dies. On this basis, IFRIC 14 rules do not cause any change in the pension deficit accounting or disclosures.

24

ITV plc Annual Report and Accounts 2022
# Notes to the Financial Statements
## Section 4: Capital Structure and Financing Costs

4.1
Net debt

In this
section

This section outlines how the Group manages its capital structure and related financing costs, including its balance sheet liquidity and access to capital markets.

The Directors determine the appropriate capital structure of ITV, specifically how much is raised from shareholders (equity) and how much is borrowed from financial institutions (debt) in order to finance the Group's activities both now and in the future. Maintaining capital discipline and balance sheet efficiency remains important to the Group. Any potential courses of action in relation to this will take into account the Group's liquidity needs, flexibility to invest in the business, pension deficit initiatives and impact on credit ratings.

The Directors consider the Group's capital structure and dividend policy at least twice a year ahead of announcing results. The Directors take into account the available realised distributable reserves from which a dividend would be paid in addition to liquidity and solvency of the Group. The Directors also consider the capital structure and dividend policy in the context of the Group's ability to continue as a going concern, to execute the strategy and to invest in opportunities to grow the business and enhance shareholder value. The ITV plc Board oversees governance and approves tax and treasury related policies and procedures.

Keeping
it simple

Net debt is the Group's key measure used to evaluate total cash resources net of the current outstanding debt, including our discounted lease liabilities. A full analysis and discussion of net debt and covenant net debt is included in the Operating and Performance Review.

The tables below analyse movements in the components of net debt during the year:

FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS CONTENTS

|   | 1 January 2022 £m | Acquisitions* £m | Net cash flow £m | Currency and non-cash movements £m | 26 December 2018 £m  |
| --- | --- | --- | --- | --- | --- |
|  Loans and facilities due within one year | (290) | (19) | 257 | (237) | (289)  |
|  Loans and facilities due after one year | (732) | - | - | 191 | (541)  |
|  **Total loans and facilities** | **(1,022)** | **(19)** | **257** | **(46)** | **(830)**  |
|  Currency component of swaps held against euro-denominated bonds | (36) | - | - | 27 | (9)  |
|  Lease liabilities | (92) | - | 26 | (66) | (132)  |
|  **Total debt** | **(1,150)** | **(19)** | **283** | **(85)** | **(971)**  |
|  **Restricted cash*** | **50** | **-** | **(50)** | **-** | **-**  |
|  Cash | 248 | - | 5 | 6 | 257  |
|  Cash equivalents | 440 | - | (355) | 6 | 91  |
|  **Total cash and cash equivalents*** | **686** | **-** | **(350)** | **12** | **348**  |
|  **Net debt** | **(414)** | **(19)** | **(117)** | **(73)** | **(623)**  |

* On 1 January 2022 £50 million of cash was presented as restricted in favour of the commitments under the assets backed pension agreements. This balance is that of 26 December 2022 given the restriction was now been removed and the cash has been replaced with a surety bond.
** Loans on acquisition include £66 million for National Productions and £4 million for Large Pictures. The National Productions loan has been reduced by £30 million which was repaid as part of the acquisition using cash raised from the Group's subscription for real shares. This £30 million has been treated as a cash outflow on acquisition rather than a repayment of debt.

ITV plc Annual Report and Accounts 2022

23
FINANCIAL STATEMENTS

# Notes to the Financial Statements

# Section 4: Capital Structure and Financing Costs continued

|   | 1 January 2025 (in €m) | Net cash flow (in €m) | Currency and non-cash movements (in €m) | 31 December 2024 (in €m)  |
| --- | --- | --- | --- | --- |
|  Loans and facilities due within one year | (7) | (21) | (262) | (290)  |
|  Loans and facilities due after one year | (1,078) | 18 | 328 | (732)  |
|  **Total loans and facilities** | **(1,085)** | **(3)** | **66** | **(1,022)**  |
|  Currency component of swaps held against euro denominated bonds | (23) | - | (13) | (36)  |
|  Lease liabilities | (105) | 29 | (16) | (92)  |
|  **Total debt** | **(1,213)** | **26** | **37** | **(1,150)**  |
|  **Restricted cash** | **50** | **-** | **-** | **50**  |
|  Cash | 296 | (50) | - | 246  |
|  Cash equivalents | 322 | 121 | (3) | 440  |
|  **Total cash and cash equivalents^{a}** | **618** | **71** | **(3)** | **686**  |
|  **Net debt** | **(545)** | **97** | **34** | **(414)**  |

# Loans and facilities due within one year

In January 2022, the Group entered into a new syndicated £500 million Revolving Credit Facility (RCF) to meet short-term funding requirements of which £50 million was drawn at 31 December 2022. The original terms of the RCF ran until January 2027, however ITV took the opportunity to give notice to extend for one year, pushing current expiry out to January 2028. There is a further extension opportunity in 2024 which means that facility could potentially provide funding out to 2029. The financial covenants in the new RCF are the same as those that applied to the previous RCF, which was terminated. In addition, there are ESG targets linked to the delivery of ITV's science-based carbon emissions targets.

The £335 million Eurobond was repaid in September 2022.

The £259 million Eurobond at a fixed coupon of 2.0%, matures in December 2023 (the principal and final interest payment having been fully hedged with FX forward rate agreements).

# Loans and loan notes due after one year

The Group has the following Eurobond in issue:

- £600 million at a fixed coupon of 1.375%, which matures in September 2026 and has been swapped back to sterling (£533 million) using a number of cross-currency interest rate swaps. The resulting fixed rate payable in sterling is c.2.9%.

# Available facilities

The Group has good access to liquidity:

- The Group has a £500 million bilateral loan facility which matures on 30 June 2026. Utilisation requests are subject to the lender's ability to source ITV Credit Default Swaps (CDS) in the market at the time the utilisation request is made. The facility remains free of financial covenants. At 31 December 2021 £152 million of the facility was utilised as a letter of credit to support the Group's asset-backed pension scheme arrangement in respect of the defined benefit pension scheme. This pension scheme arrangement has been renewed in the period and the letter of credit has been released. The facility is currently undrawn. See section 3.7 for details.
- As noted above, the Group has £500 million of committed funding through a RCF with a group of relationship banks which is currently available until January 2028. At 31 December 2022, £50 million of the facility was utilised (31 December 2021: £nd). The RCF documentation defines a leverage covenant (which has to be maintained at less than 3.5x) and an interest cover covenant (which has to be maintained at greater than 3.0x). Both are tested at 30 June and 31 December each year. All financial covenants were met and the facility remains available at 31 December 2022. The Revolving Credit Facility (RCF) contains Scope 1, 2 and 3 greenhouse gas emissions targets which align to ITV's stated objective to have Net Zero carbon emissions by 2030. These targets are measured at the end of each financial year and independently verified in July following the relevant December year end. Scope 1 and 2 emissions are measured separately to Scope 3 emissions. The margin on the facility reduces by 2.9bps if Scope 1, 2 and 3 targets are met, by 1.25bps if either Scope 1 and 2 targets are met or Scope 3 targets are met, and increases by 2.9bps if neither target is met. Failing to meet targets does not impact the availability of the RCF. The Group met Scope 1, 2 and 3 targets for 2021, 2022 emissions will not be verified until July 2023. Over the life of the facility, it may be necessary to recalibrate the baseline emissions level set in 2019, particularly in relation to Scope 3 emissions and there is a mechanism in the RCF documentation that allows for this.

22

ITV plc Annual Report and Accounts 2022
## 4.2 Borrowings

Keeping it simple

The Group borrows money from financial institutions in the form of bonds, bank facilities and other financial instruments. The interest payable on these instruments is shown in the net financing costs note (note 4.4).

There are Board-approved policies in place to manage the Group's financial risks. Macroeconomic market risks, which impact currency transactions and interest rates, are discussed in note 4.3. Credit and liquidity risks are set out below.

- Credit risk: the risk of financial loss to the Group if a customer or counterparty fails to meet its contractual obligations and
- Liquidity risk: the risk that the Group will not be able to meet its financial obligations as they fall due

The Group is required to disclose the fair value of its debt instruments. The fair value is the amount the Group would pay a third party to transfer the liability. This estimation of fair value is consistent with instruments valued under level 1 in note 4.5.

### Accounting policies

#### Borrowings

Borrowings are recognised initially at fair value less directly attributable transaction costs, with subsequent measurement at amortised cost using the effective interest rate method. Under the amortised cost method, the difference between the amount initially recognised and the redemption value is recorded in the Consolidated Income Statement over the period of the borrowing on an effective interest rate basis.

### Managing credit and liquidity risk

#### Credit risk

The Group's maximum exposure to credit risk is represented by the carrying amount of derivative financial assets (see note 4.3), trade receivables (see note 3.1.5), contract assets (see note 3.1.6) and cash and cash equivalents (see note 4.1).

#### Trade and other receivables

The Group's exposure to credit risk is influenced mainly by the individual characteristics of each customer. The majority of trade receivables relate to airtime sales contracts with advertising agencies and advertisers. Credit insurance has been taken out against these companies to minimise the impact on the Group in the event of a possible default. The Group also reviews other significant receivables and will seek to take out credit insurance on an individual basis where appropriate. Credit risk over contract assets is monitored proactively using daily reports from an external credit risk company. These reports are used to determine contractual obligations, monitor risk and amend terms where required.

#### Cash and cash equivalents and derivative financial instruments

The Group operates investment guidelines with respect to surplus cash that emphasise preservation of capital. The guidelines set out procedures and limits on counterparty risk and maturity profile of cash placed. Counterparty limits for cash deposits are largely based upon long-term ratings published by the major credit rating agencies. Cash and cash equivalents include money market funds valued at fair value through profit and loss.

Cash and cash equivalents and derivative financial instruments exposure is limited to high credit quality financial institutions rated by two of the key rating agencies used by the Group. Counterparty credit limits are set in relation to these ratings, in order to limit the concentration of exposure to individual counterparties based on their credit quality. As such, investments are sufficiently spread across high credit quality rated counterparties.

Counterparty credit limits are reviewed by the Group's Board of Directors on an annual basis and may be updated throughout the year subject to approval of the Group's Audit & Risk Committee. Investment exposure with external counterparties is made only with Board approved counterparties and within credit limits assigned to each counterparty. The credit quality of financial counterparties and the outstanding exposure is monitored throughout the year by the Group's Treasury function in accordance with the Group's policy.

#### Borrowings

ITV is rated as investment grade by Moody's and S&P. ITV's credit ratings, which in turn are affected by key metrics, such as leverage, the cost of credit default swap hedging, and the absolute level of interest rates are key determinants in the cost of new borrowings for ITV.

FINANCIAL STATEMENTS WORLD TO THE FINANCIAL STATEMENT IN CONJUNCTIONS

ITV plc Annual Report and Accounts 2022

23
FINANCIAL STATEMENTS

Notes to the Financial Statements

Section 4: Capital Structure and Financing Costs continued

# Liquidity risk

The Group's financing policy is to fund itself for the medium to long-term by using debt instruments with a range of maturities and to ensure access to appropriate short-term borrowing facilities with a minimum of €250 million of undrawn facilities available at all times.

Long-term funding comes from the UK and European capital markets, while any short to medium-term debt requirements were provided during 2022 through bank credit facilities totalling €800 million (see below). Management monitors rolling forecasts of the Group's liquidity reserve (comprising undrawn bank facilities and cash and cash equivalents) on the basis of expected cash flows. This monitoring includes financial ratios to assess any possible future impact on credit ratings and headroom and takes into account the accessibility of cash and cash equivalents.

The Group had a €500 million Revolving Credit Facility with a group of relationship banks in 2022 (€630 million in 2021).

The new €500 million Revolving Credit Facility is available until January 2028 (with the opportunity to extend for one further year from the expiry date, potentially providing funding out to 2029). This facility replaces the previous €650 million facility, which was due to mature in 2023. The financial covenants in the new Revolving Credit Facility remain unchanged to those in the previous facility. There are ESG targets linked to the delivery of ITV's science-based carbon emissions targets. In addition, the Group has €300 million of financial covenant free financing, which is available until June 2026.

The intention is to re-finance the €259 million Eurobond maturing in December 2023, rather than repay from our cash resources. We are currently exploring medium to long term refinancing options and have full availability under the €500 million RCF and €300 million CDS facilities should we need to utilise these.

# Fair value versus book value

The tables below provide fair value information for the Group's borrowings:

|   | Majority | Book value |   | Fair value  |   |
| --- | --- | --- | --- | --- | --- |
|   |   |  2022 £m | 2021 £m | 2022 £m | 2021 £m  |
|  Loans due within one year  |   |   |   |   |   |
|  €335 (previously €600) million Eurobond | Sept 2022 | - | 281 | - | 284  |
|  €259 (previously €500) million Eurobond | Dec 2023 | 229 | - | 227 | -  |
|  Revolving credit facility* | Jan 2023 | 50 | - | 50 | -  |
|  Other short-term loans | Various | 10 | 9 | 10 | 9  |
|   |  | 289 | 290 | 287 | 293  |
|  Loans due in more than one year  |   |   |   |   |   |
|  €259 (previously €500) million Eurobond | Dec 2023 | - | 218 | - | 225  |
|  €600 million Eurobond | Sept 2026 | 531 | 504 | 480 | 518  |
|  Other long-term loans | Various | 10 | 10 | 10 | 10  |
|   |  | 541 | 732 | 490 | 753  |
|   |  | 830 | 1,022 | 777 | 1,046  |

* The Revolving Credit Facility matures in January 2026.

24

ITV plc Annual Report and Accounts 2022
### 4.3 Managing market risks: derivative financial instruments

Keeping it simple

#### What is a derivative?

A derivative is a type of financial instrument typically used to manage risk. A derivative's value changes over time in response to underlying variables, such as exchange rates or interest rates and is entered into for a fixed period. A hedge is where a derivative is used to manage exposure in an underlying variable.

The Group is exposed to certain market risks. In accordance with Board-approved policies, which are set out in this note, the Group manages these risks by using derivative financial instruments to hedge the underlying exposures.

#### Why do we need them?

The key market risks facing the Group are:

- Currency risk arising from:
  i. Translation risk, that is the risk in the period of adverse currency fluctuations in the translation of foreign currency profits, assets and liabilities ('balance sheet risk') and non-functional currency monetary assets and liabilities ('income statement risk') and
  ii. Transaction risk, that is the risk that currency fluctuations will have a negative effect on the value of the Group's non-functional currency trading cash flows. A non-functional currency transaction is a transaction in any currency other than the reporting currency of the subsidiary
- Interest rate risk to the Group arises from significant changes in interest rates on borrowings issued at or swapped to floating rates

#### How do we use them?

The Group mainly employs three types of derivative financial instruments when managing its currency and interest rate risk:

- Foreign exchange swap contracts are derivative instruments used to hedge income statement translation risk arising from short-term intercompany loans denominated in a foreign currency
- Forward foreign exchange contracts are derivative instruments used to hedge transaction risk so they enable the sale or purchase of foreign currency at a known fixed rate on an agreed future date and
- Cross-currency interest rate swaps are derivative instruments used to exchange the principal and interest coupons in a debt instrument from one currency to another

Analysis of the derivatives used by the Group to hedge its exposure and the various methods used to calculate their respective fair values are detailed in this section.

FINANCIAL STATEMENTS: NOTES TO THE FINANCIAL STATEMENTS CONTENTS

#### Accounting policies

Derivative financial instruments are initially recognised at fair value and are subsequently remeasured at fair value with the movement recorded in the Consolidated Income Statement, except where derivatives qualify for cash flow hedge accounting. In this case, the effective portion of a cash flow hedge is recognised in other comprehensive income and presented in the hedging reserve within equity. The cumulative gain or loss is later reclassified to the Consolidated Income Statement in the same period as the relevant hedged transaction is realised. Derivatives with positive fair values are recorded as assets and negative fair values as liabilities.

ITV plc Annual Report and Accounts 2022 23
FINANCIAL STATEMENTS

Notes to the Financial Statements

Section 4: Capital Structure and Financing Costs continued

### Determining fair value

The fair value of forward foreign exchange contracts is determined by the change in price between the contracted rates and the market rates at the reporting date. The contracted cash flows are then discounted by the time remaining to the settlement date of the contract, with a discount curve that incorporates credit risk. The fair value of interest rate swaps is the estimated amount that the Group would receive or pay to exit the swap at the reporting date, taking into account current interest rates and the Group's current creditworthiness, as well as that of the swap counterparties.

Third-party valuations are used to fair value the Group's cross-currency interest rate derivatives. The valuation techniques use inputs, such as interest rate yield curves and currency prices/ yields, volatilities of underlying instruments and correlations between inputs.

### How do we manage our currency and interest rate risk?

#### Currency risk

As the Group expands its international operations, the performance of the business becomes increasingly sensitive to movements in foreign exchange rates, primarily with respect to the US dollar and the euro.

The Group's foreign exchange policy is to use forward foreign exchange contracts to hedge material non-functional currency denominated costs or revenue for up to five years forward.

The Group ensures that its net exposure to foreign currency denominated cash balances is kept to a minimal level, where necessary using foreign currency swaps to exchange balances back into sterling or by buying or selling foreign currencies at spot rates.

The Group also utilises foreign exchange swaps and cross-currency interest rate swaps both to manage foreign currency cash flow timing differences and to hedge foreign currency denominated monetary items.

During the year, the Board approved the hedging of the €335 million 2022 and €259 million 2023 Eurobond cash outflows. Given the perfect match, these hedging instruments were set up in separate hedge accounting relationships with the hedged bonds to manage foreign exchange volatility until repayment. This required the cessation of the net investment hedge where these Eurobond borrowings, along with other monetary assets and liabilities, were in a hedge accounting arrangement with the Group's euro-denominated net assets. This change in policy provided an opportunity to consider the remaining euro denominated monetary items in isolation on a net basis and therefore manage the remaining foreign exchange volatility in a more efficient way.

The following table highlights the Group's exposure to foreign currency risk resulting from a 10% strengthening/weakening in sterling against the US dollar, euro and Australian dollar, assuming all other variables are held constant:

|   | Impact on profit before tax 2022: £m | Impact on profit before tax 2021: £m | Impact on Equity 2022: £m | Impact on Equity 2021: £m  |
| --- | --- | --- | --- | --- |
|  US dollar - increase 10% | (9) | (3) | 6 | 4  |
|  US dollar - decrease 10% | 5 | 3 | (8) | (4)  |
|  Euro - increase 10%* | (4) | (1) | (3) | 15  |
|  Euro - decrease 10%* | 5 | 2 | 4 | (19)  |
|  Australian dollar - increase 10% | (1) | - | (4) | -  |
|  Australian dollar - decrease 10% | 1 | - | 4 | -  |

* Equity impact is offset by the euro net assets in the translation reserve using the net investment hedge in 2022.

#### Interest rate risk

The Group's interest rate policy is to allow fixed rate gross debt to vary between 20% and 100% of total gross debt to accommodate floating rate borrowings under the Revolving Credit Facility.

For financial assets and liabilities classified at fair value through profit or loss, the movements in the year relating to changes in fair value and interest are not separated.

At 31 December 2022, the Group's fixed rate debt represented 93.8% of total gross debt (2021: 99.8%), therefore with the majority of debt issued at fixed interest rates, changes in the floating rates of interest do not significantly affect the Group's net interest charge. There are no other material floating interest rate financial instruments.

34

ITV plc Annual Report and Accounts 2022
FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS CONTINUED
## Notes to the Financial Statements
## Section 4: Capital Structure and Financing Costs continued
### Determining fair value
The fair value of forward foreign exchange contracts is determined by the change in price between the contracted rates
and the market rates at the reporting date. The contracted cash flows are then discounted by the time remaining to the
settlement date of the contract, with a discount curve that incorporates credit risk. The fair value of interest rate swaps
is the estimated amount that the Group would receive or pay to exit the swap at the reporting date, taking into account
current interest rates and the Group’s current creditworthiness, as well as that of the swap counterparties.
Third-party valuations are used to fair value the Group’s cross currency interest rate derivatives. The valuation
techniques use inputs, such as interest rate yield curves and currency prices/yields, volatilities of underlying
instruments and correlations between inputs.
### How do we manage our currency and interest rate risk?
Currency risk
As the Group expands its international operations, the performance of the business becomes increasingly sensitive
to movements in foreign exchange rates, primarily with respect to the US dollar and the euro.
The Group’s foreign exchange policy is to use forward foreign exchange contracts to hedge material non-functional
currency denominated costs or revenue for up to five years forward.
1 (2)
The Group ensures that its net exposure to foreign currency denominated cash balances is kept to a minimal level,
2 (3)
where necessary using foreign currency swaps to exchange balances back into sterling or by buying or selling foreign
currencies at spot rates.
– (36)
The Group also utilises foreign exchange swaps and cross-currency interest rate swaps both to manage foreign – (1)
currency cash flow timing differences and to hedge foreign currency denominated monetary items. 3 (42)
During the year, the Board approved the hedging of the €335 million 2022 and €259 million 2023 Eurobond cash
outflows. Given the perfect match, these hedging instruments were set up in separate hedge accounting
relationships with the hedged bonds to manage foreign exchange volatility until repayment. This required the
cessation of the net investment hedge where these Eurobond borrowings, along with other monetary assets and
liabilities, were in a hedge accounting arrangement with the Group’s euro-denominated net assets. This change in
policy provided an opportunity to consider the remaining euro denominated monetary items in isolation on a net
basis and therefore manage the remaining foreign exchange volatility in a more efficient way.
The following table highlights the Group’s exposure to foreign currency risk resulting from a 10%
strengthening/weakening in sterling against the US dollar, euro and Australian dollar, assuming all other variables are
held constant:

|  | Impact on |  |  | Impact on |  | Impact on |  |  | Impact on |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| profit before tax |  |  | profit before tax |  |  |  | Equity |  |  | Equity |
|  |  | 2022 |  |  | 2021 |  | 2022 |  |  | 2021 |
|  |  | £m |  |  | £m |  |  | £m |  | £m |

US dollar – increase 10% (9) (3) 6
US dollar – decrease 10% 9 3 (8) (4)
Euro – increase 10%* ( ) (1) (3) 15
Euro – decrease 10%* 5 2 4 (19)
Australian dollar – increase 10% (1) – (4) –
Australian dollar – decrease 10% 1 – 4 –
* Equity impact is offset by the euro net assets in the translation reserve using the net investment hedge in 2021.
Interest rate risk
The Group’s interest rate policy is to allow fixed rate gross debt to vary between 20% and 100% of total gross debt to
accommodate floating rate borrowings under the Revolving Credit Facility.
For financial assets and liabilities classified at fair value through profit or loss, the movements in the year relating to
changes in fair value and interest are not separated.
At 31 December 2022, the Group’s fixed rate debt represented 93.8% of total gross debt (2021: 99.8%), therefore with
the majority of debt issued at fixed interest rates, changes in the floating rates of interest do not significantly affect
the Group’s net interest charge. There are no other material floating interest rate financial instruments.
ITV plc Annual Report and Accounts 2022 227
4 4 What is the value of our derivative financial instruments? The following table shows the fair value of derivative financial instruments analysed by type of contract. Interest rate swap fair values exclude accrued interest. At 31 December 2022 Assets £m Liabilities £m Current Foreign exchange forward contracts and swaps – cash flow hedges 2 (6) Foreign exchange forward contracts and swaps – fair value through profit or loss – (1) Non-current Cross-currency interest swaps – cash flow hedges – (8) Foreign exchange forward contracts and swaps – cash flow hedges 2 – 4 (15) At 31 December 2021 Assets £m Liabilities £m Current Foreign exchange forward contracts and swaps – cash flow hedges Foreign exchange forward contracts and swaps – fair value through profit or loss Non-current Cross-currency interest swaps – cash flow hedges Foreign exchange forward contracts and swaps – cash flow hedges Cash flow hedges The Group applies hedge accounting for certain foreign currency firm commitments and highly probable cash flows where the underlying cash flows are payable within the next five years. In order to fix the sterling cash outflows associated with the commitments and interest payments – which are mainly denominated in US dollars or euros – the Group has taken out forward foreign exchange contracts and cross-currency interest rate swaps for the same foreign currency amount and maturity date as the expected foreign currency outflow. There is an economic relationship between the hedged items (being between 60% to 100% of the total exposure) and the hedging instruments as the terms of the foreign exchange forward contracts and cross-currency interest rate swaps match the terms of the expected highly probable forecast transactions or firm commitments (i.e. % notional amount and expected receipt or payment date). The Group has established a hedge ratio of 1:1 for the hedging relationships as the underlying risk of the foreign exchange forward contracts are identical to the hedged risk components. Sources of ineffectiveness include: • Different interest rate curve applied to discounting the hedged items and hedging instruments • Differences in the timing of the cash flows of the hedged items and the hedging instruments • The counterparties’ credit risk differently impacting the fair value movements of the hedging instruments and hedged items and • Changes to the forecasted amount of cash flows of hedged items and hedging instruments The Group uses the hedge relationship, credit risk and hedge ratio to measure the hedge effectiveness. The amount recognised in other comprehensive income during the period all relates to the effective portion of the revaluation loss associated with these contracts. There was £3 million (2021: less than £1 million) of ineffectiveness taken to the Consolidated Income Statement and £33 million of cumulative gain (2021: £30 million of cumulative loss*) was recycled to the Consolidated Income Statement in the year, with £7 million transferred to work in progress. Under IFRS 9, the Group has adopted the ‘cost of hedging’ approach which allows the recognition of the value of the currency basis at inception of the hedge to be recorded on the Consolidated Statement of Financial Position and amortised through net financing costs in the Consolidated Income Statement over the life of the bond. Any mark-to- market change in fair value of the currency basis is recognised in ‘cost of hedging’ in the Consolidated Statement of Comprehensive Income. Net investment hedges The Group ceased net investment hedging using euro denominated debt to hedge against the change in the sterling value of its euro denominated net assets due to movements in foreign exchange rates. A change to the risk management objective meant that the remaining euro denominated monetary items on the Consolidated Statement of Financial Position could be considered in isolation on a net basis and therefore manage the remaining foreign exchange volatility in a more efficient way. A foreign exchange gain of less than £1 million (2021: gain of £13 million) relating to the net investment hedges remains within exchange differences related to translation of foreign operations as presented on the Consolidated Statement of Comprehensive Income. * 2021 has been updated from prior year to better reflect the amounts reclassified from the Consolidated Statement of Comprehensive Income to the Consolidated Income Statement.
### 228 ITV plc Annual Report and Accounts 2022 ITV plc Annual Report and Accounts 2022 229
FINANCIAL STATEMENTS: NOTES TO THE FINANCIAL STATEMENTS/REVISIONS

Notes to the Financial Statements

Section 4: Capital Structure and Financing Costs continued

# Undiscounted financial liabilities

Keeping it simple

The Group is required to disclose the expected timings of cash outflows for each of its financial liabilities (including derivatives). The amounts disclosed in the table are the contractual undiscounted cash flows (including interest), so will not always reconcile with the amounts disclosed on the Statement of Financial Position.

|  At 31 December 2022 | Total |   | Less than 1 year | Between 1 and 2 years | Between 3 and 5 years | Over 5 years  |
| --- | --- | --- | --- | --- | --- | --- |
|   |  Carrying value | contractual cash flows  |   |   |   |   |
|   | £m | £m | £m | £m | £m | £m  |
|  Non-derivative financial liabilities  |   |   |   |   |   |   |
|  Borrowings | (830) | (865) | (392) | (8) | (150) | (5)  |
|  Lease liabilities | (132) | (149) | (21) | (26) | (37) | (66)  |
|  Trade and other payables | (915) | (915) | (898) | (14) | (3) | -  |
|  Contract liabilities | (372) | (372) | (372) | - | - | -  |
|  Other payables – non-current | (28) | (28) | - | (25) | (3) | -  |
|  Other payables – commitments on acquisitions | (47) | (89)* | (8) | (26) | (33) | (22)  |
|  Derivative financial instruments  |   |   |   |   |   |   |
|  Foreign exchange forward contracts and swaps – cash flow hedges |  |  |  |  |  |   |
|  Inflow | 4 | 480 | 401 | 63 | 16 | -  |
|  Outflow | (6) | (486) | (409) | (61) | (16) | -  |
|  Cross-currency swaps – cash flow hedges |  |  |  |  |  |   |
|  Inflow | - | 560 | 7 | 7 | 546 | -  |
|  Outflow | (8) | (596) | (16) | (16) | (564) | -  |
|  Foreign exchange forward contracts and swaps – fair value through profit or loss |  |  |  |  |  |   |
|  Inflow | - | 51 | 45 | 6 | - | -  |
|  Outflow | (1) | (52) | (46) | (6) | - | -  |
|   | (2,335) | (2,461) | (1,619) | (106) | (644) | (92)  |

|  At 31 December 2022 | Total |   | Less than 1 year | Between 1 and 2 years | Between 3 and 5 years | Over 5 years  |
| --- | --- | --- | --- | --- | --- | --- |
|   |  Carrying value | contractual cash flows  |   |   |   |   |
|   | £m | £m | £m | £m | £m | £m  |
|  Non-derivative financial liabilities  |   |   |   |   |   |   |
|  Borrowings | (1,022) | (1,071) | (306) | (229) | (524) | (6)  |
|  Lease liabilities | (92) | (103) | (21) | (19) | (33) | (30)  |
|  Trade and other payables | (841) | (841) | (824) | (17) | - | -  |
|  Contract liabilities | (359) | (359) | (359) | - | - | -  |
|  Other payables – non-current | (28) | (28) | - | (23) | (5) | -  |
|  Other payables – commitments on acquisitions | (64) | (79)* | (26) | (1) | (52) | -  |
|  Derivative financial instruments  |   |   |   |   |   |   |
|  Foreign exchange forward contracts and swaps – cash flow hedges |  |  |  |  |  |   |
|  Inflow | 1 | 193 | 147 | 46 | - | -  |
|  Outflow | (3) | (196) | (149) | (47) | - | -  |
|  Cross-currency swaps – cash flow hedges |  |  |  |  |  |   |
|  Inflow | - | 539 | 7 | 7 | 525 | -  |
|  Outflow | (36) | (612) | (16) | (16) | (580) | -  |
|  Foreign exchange forward contracts and swaps – fair value through profit or loss |  |  |  |  |  |   |
|  Inflow | 2 | 312 | 308 | 4 | - | -  |
|  Outflow | (3) | (311) | (307) | (4) | - | -  |
|   | (2,445) | (2,556) | (1,548) | (299) | (673) | (36)  |

* Undiscounted expected future payments depending on performance of acquisitions, the total maximum consideration is discussed in the Finance Review.

24

ITV plc Annual Report and Accounts 2022
FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS CONTINUED
## Notes to the Financial Statements
## Section 4: Capital Structure and Financing Costs continued
### Undiscounted financial liabilities
The Group is required to disclose the expected timings of cash outflows for each of
### Keeping
its financial liabilities (including derivatives). The amounts disclosed in the table are
### it simple
the contractual undiscounted cash flows (including interest), so will not always
reconcile with the amounts disclosed on the Statement of Financial Position.

|  |  |  |  | Total |  |  | Between |  | Between |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  | Carrying |  | contractual |  | Less than |  |  | 1 and 2 |  | 2 and 5 | Over |
|  |  | value | cash flows |  |  | 1 year |  | years |  | years | 5 years |
| At 31 December 2022 |  | £m |  | £m |  | £m |  | £m |  | £m | £m |

Non-derivative financial liabilities
Borrowings (830) (865) (302) (8) (550) (5)
Lease liabilities (132) (149) (21) (26) (37) (65)
Trade and other payables (915) (915) (898) (14) (3) –
Contract liabilities (372) (372) (372) – – –
Other payables – non-current (28) (28) – (25) (3) –
*
Other payables – commitments on acquisitions (47) (89) (8) (26) (33) (22)
Derivative financial instruments
Foreign exchange forward contracts and swaps –
cash flow hedges
Inflow 4 480 401 63 16 –
Outflow (6) (486) (409) (61) (16) –
Cross-currency swaps – cash flow hedges
Inflow – 560 7 7 546 –
Outflow (8) (596) (16) (16) (564) –
Foreign exchange forward contracts and swaps –
fair value through profit or loss
Inflow – 51 45 6 – –
Outflow (1) (52) (46) (6) – –
(2,335) (2,461) (1,619) (106) (64 ) (92)

|  |  |  |  | Total |  |  |  |  |  | Between |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  | Carrying |  | contractual |  | Less than |  |  | Between |  |  | 2 and 5 | Over |
|  |  | value | cash flows |  |  | 1 year | 1 and 2 years |  |  |  | years | 5 years |
| At 31 December 2021 |  | £m |  | £m |  | £m |  |  | £m |  | £m | £m |

Non-derivative financial liabilities
Borrowings (1,022) (1,071) (308) (229) (528) (6)
Lease liabilities (92) (103) (21) (19) (33) (30)
Trade and other payables (841) (841) (824) (17) – –
Contract liabilities (359) (359) (359) – – –
Other payables – non-current (28) (28) – (23) (5) –
*
Other payables – commitments on acquisitions (64) (79) (26) (1) (52) –
Derivative financial instruments
Foreign exchange forward contracts and swaps –
cash flow hedges
Inflow 1 193 147 6 – –
Outflow (3) (196) (149) (47) – –
Cross-currency swaps – cash flow hedges
Inflow – 539 7 7 525 –
Outflow (36) (612) (16) (16) (580) –
Foreign exchange forward contracts and swaps –
fair value through profit or loss
Inflow 2 312 308 – –
Outflow (3) (311) (307) (4) – –
(2,445) (2,556) (1,548) (299) (673) (36)
* Undiscounted expected future payments depending on performance of acquisitions; the total maximum consideration is discussed in the Finance Review.

|  |  |  |  | ITV plc Annual Report and Accounts 2022 |  | 229 |
| --- | --- | --- | --- | --- | --- | --- |
|  | 4 4 | 4 | a a Timing profile of hedging instrument Keeping it simple The Group is required to provide a breakdown that discloses a profile of the timing of the nominal amount of the hedging instrument and if applicable, the average price or rate (for example strike or forward prices etc.) of the hedging instrument. The Group is holding the following foreign exchange and cross-currency interest rate swap contracts: At 31 December 2022 Less than 1 year Between 1 to 2 years Between 2 to 5 years Greater than 5 years Total Foreign exchange forward contracts and swaps Notional mount (£m) (5) – – – (5) Average forward rate (AUD/EUR) 1.5688 – – – Foreign exchange forward contracts and swaps Notional mount (£m) (4) (12) (16) – (32) Average forward rate (AUD/GBP) 1.7205 1.7967 1.7909 – Foreign exchange forward contracts and swaps Notional amount (£m) 7 3 – – 10 Average forward rate (CAD/GBP) 1.7155 1.6446 – – Foreign exchange forward contracts and swaps Notional amount (£m) (2) – – – (2) Average forward rate (CAD/USD) 1.2400 – – – Foreign exchange forward contracts and swaps Notional amount (£m) (1) – – – (1) Average forward rate (DKK/GBP) 8.3506 – – – Foreign exchange forward contracts and swaps Notional amount (£m) (241) (1 ) – – (255) Average forward rate (EUR/GBP) 1.1097 1.1485 – – Foreign exchange forward contracts and swaps Notional amount (£m) (6) – – – (6) Average forward rate (EUR/USD) 0.8859 – – – Foreign exchange forward contracts and swaps Notional amount (£m) 8 – – – 8 Average forward rate (NOK/GBP) 12.0018 – – – Foreign exchange forward contracts and swaps Notional amount (£m) (4) – – – (4) Average forward rate (ZAR/AUD) 11.7780 – – – Foreign exchange forward contracts and swaps Notional amount (£m) 67 16 – – 83 Average forward rate (USD/GBP) 1.2627 1.1389 – – Foreign exchange forward contracts and swaps Notional amount (£m) (1) – – – (1) Average forward rate (ZAR/GBP) 20.8998 – – – Cross-currency interest rate swaps Notional amount (£m) – – 539 – 539 Average hedge rate (EUR/GBP) – – 1.1253 – 4 |  |  |  |
| 230 ITV plc Annual Report and Accounts 2022 |  |  |  |  | ITV plc Annual Report and Accounts 2022 231 |  |

FINANCIAL STATEMENTS

Notes to the Financial Statements

Section 4: Capital Structure and Financing Costs continued

|  At 31 December 2021 | Less than 1 year | Between 1 to 2 years | Between 2 to 5 years | October than 5 years | Total  |
| --- | --- | --- | --- | --- | --- |
|  Foreign exchange forward contracts and swaps  |   |   |   |   |   |
|  Notional amount (£m) | (11) | 5 | - | - | (6)  |
|  Average forward rate (AUD/GBP) | 2.0825 | 1.8311 | - | - |   |
|  Foreign exchange forward contracts and swaps  |   |   |   |   |   |
|  Notional amount (£m) | 2 | - | - | - | 2  |
|  Average forward rate (CAD/GBP) | 1.7382 | - | - | - |   |
|  Foreign exchange forward contracts and swaps  |   |   |   |   |   |
|  Notional amount (£m) | (35) | (1) | - | - | (36)  |
|  Average forward rate (CAD/USD) | 1.2375 | 1.2400 | - | - |   |
|  Foreign exchange forward contracts and swaps  |   |   |   |   |   |
|  Notional amount (£m) | 1 | - | - | - | 1  |
|  Average forward rate (DAX/GBP) | 8.6956 | - | - | - |   |
|  Foreign exchange forward contracts and swaps  |   |   |   |   |   |
|  Notional amount (£m) | (187) | (19) | - | - | (206)  |
|  Average forward rate (EUR/GBP) | 1.1658 | 1.1152 | - | - |   |
|  Foreign exchange forward contracts and swaps  |   |   |   |   |   |
|  Notional amount (£m) | 6 | - | - | - | 6  |
|  Average forward rate (NOK/GBP) | 11.9988 | - | - | - |   |
|  Foreign exchange forward contracts and swaps  |   |   |   |   |   |
|  Notional amount (£m) | 1 | - | - | - | 1  |
|  Average forward rate (SEK/GBP) | 12.0070 | - | - | - |   |
|  Foreign exchange forward contracts and swaps  |   |   |   |   |   |
|  Notional amount (£m) | 103 | 10 | - | - | 113  |
|  Average forward rate (USD/GBP) | 1.3370 | 1.3387 | - | - |   |
|  Foreign exchange forward contracts and swaps  |   |   |   |   |   |
|  Notional amount (£m) | - | - | 511 | - | 511  |
|  Average forward rate (EUR/GBP) | - | - | 1.1253 | - |   |

30

ITV plc Annual Report and Accounts 2022
FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS CONTINUED
## Notes to the Financial Statements
## Section 4: Capital Structure and Financing Costs continued
Less than Between Between Greater than
At 31 December 2021 1 year 1 to 2 years 2 to 5 years 5 years Total
Foreign exchange forward contracts and swaps
Notional amount (£m) (11) 5 – – (6)
Average forward rate (AUD/GBP) 2.0825 1.8311 – –
Foreign exchange forward contracts and swaps
Notional amount (£m) 2 – – – 2
Average forward rate (CAD/GBP) 1.7302 – – –
Foreign exchange forward contracts and swaps
Notional mount (£m) (35) (1) – – (36)
Average forward rate (CAD/USD) 1.2375 1.2400 – –
Foreign exchange forward contracts and swaps
Notional mount (£m) 1 – – – 1
Average forward rate (DKK/GBP) 8.6956 – – –
Foreign exchange forward contracts and swaps
Notional mount (£m) (187) (19) – – (206)
Average forward rate (EUR/GBP) 1.1658 1.1152 – –
Foreign exchange forward contracts and swaps
Notional mount (£m) 6 – – – 6
Average forward rate (NOK/GBP) 11.9988 – – –
Foreign exchange forward contracts and swaps
Notional mount (£m) 1 – – – 1
Average forward rate (SEK/GBP) 12.0070 – – –
Foreign exchange forward contracts and swaps
Notional mount (£m) 103 10 – – 113
Average forward rate (USD/GBP) 1.3370 1.3387 – –
Foreign exchange forward contracts and swaps
Notional mount (£m) – – 511 – 511
Average forward rate (EUR/GBP) – – 1.1253 –

|  |  |  | ITV plc Annual Report and Accounts 2022 |  | 231 |
| --- | --- | --- | --- | --- | --- |
|  | a a a a a a a | 4 4 Impact of hedged items on Consolidated Statement of Financial Position, Consolidated Statement of Other Comprehensive Income and Consolidated Statement of Changes in Equity Keeping it simple This table provides the following details in relation to cash flow hedge and net investment hedge: • The change in value of the hedged item used as the basis for recognising hedge ineffectiveness for the period • The balances in the cash flow hedge reserve and the foreign currency translation reserve for continuing hedges and • The balances remaining in the cash flow hedge reserve and the foreign currency translation reserve from any hedging relationships for which hedge accounting is no longer applied The impact of hedged items on the Consolidated Statement of Financial Position is as follows: Cash flow hedge 2022 2021 At 31 December Change in fair value used for measuring ineffectiveness £m Pre-tax closing cash flow hedge reserve £m Pre-tax closing cost of hedging reserve £m Change in fair value used for measuring ineffectiveness £m Pre-tax closing cash flow hedge reserve £m Pre-tax closing cost of hedging reserve £m Highly probable/firm commitment forecast transactions 3 2 (1) ( ) (1) (1) Borrowings (5) (4) (8) 19 1 (8) Net investment hedge 2022 2021 At 31 December Change in fair value used for measuring ineffectiveness Foreign currency translation reserve Change in fair value used for measuring ineffectiveness Foreign currency translation reserve Net investment in foreign subsidiaries – – 13 13 The amount in the translation reserve relating to continuing hedges up until May 2022 is a gain of less than £1 million (2021: £13 million gain). The net investment hedge ceased in May 2022 and the amount relating to discontinued hedges is a loss of £19 million (2021: £19 million loss). The hedging gain recognised in the Consolidated Statement of Changes in Equity before tax is equal to the change in fair value used for measuring effectiveness. There is £3 million of ineffectiveness recognised in the Consolidated Income Statement. Keeping it simple This table details the effect of the cash flow hedge in the Consolidated Income Statement and Consolidated Statement of Comprehensive Income. The effect of the cash flow hedge in the Consolidated Income Statement and Consolidated Statement of Comprehensive Income is as follows: At 31 December 2022 Total hedging gain/(loss) recognised in OCI Ineffectiveness recognised in Income Statement Line item in the Income Statement Cost of hedging recognised in OCI Amounts reclassified from OCI to Income Statement Line item in the Income Statement Highly probable/firm commitment forecast transactions 3 – (4) 11 Overheads/ Work in progress Borrowing (5) 3 Net financing cost 4 (37) Net financing cost At 31 December 2021 Total hedging gain/(loss) recognised in OCI* Ineffectiveness recognised in Income Statement Line item in the Income Statement Cost of hedging recognised in OCI Amounts reclassified from OCI to Income Statement Line item in the Income Statement Highly probable/firm commitment forecast transactions ( ) – 1 (2) Overheads/ Cost of Sales Borrowing 19 (1) Net financing cost (1) 32 ** Net financing cost * 2021 has been updated from prior year to show periodic movement. ** 2021 has been updated from prior year to better reflect the amounts reclassified from the Consolidated Statement of Comprehensive Income to the Consolidated Income Statement. |  |  |  |
| 232 ITV plc Annual Report and Accounts 2022 |  |  |  | ITV plc Annual Report and Accounts 2022 233 |  |

FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS CONTINUED
## Notes to the Financial Statements
## Section 4: Capital Structure and Financing Costs continued
232 ITV plc Annual Report and Accounts 2022
4 4 4 4 4 4 Keeping it simple This table provides a reconciliation of each component of the translation reserve reported within equity and an analysis of other comprehensive income in accordance with IAS 1. Set out below is the reconciliation of each component of the translation reserve reported in the Consolidated Statement of Changes in Equity and the analysis of other comprehensive income: Cash flow hedge reserve £m Cost of hedge reserve £m Foreign currency reserve £m Translation reserve £m As at 1 January 2021 (15) (9) 31 7 Effective portion of changes in fair value arising from: Foreign exchange forward contracts (2) 1 – (1) Cross-currency interest rate swaps – borrowings: • Change in fair value from the effective hedge instrument (13) (1) – (14) Amount reclassified to Income Statement • FX forward reclassified to cost of sales/overheads (2) – – (2) • CCIRS reclassified to finance costs 32 – – 32 Net gain on cash flow hedges and cost of hedging 15 – – 15 Foreign currency revaluation of the EUR borrowing – – 13 13 Foreign currency revaluation of the net foreign operations – – Exchange differences on translation of foreign operations (net of hedging) – – 17 17 Income tax (charge)/credit reclass* 7 – – 7 Income tax (charge)/credit on other comprehensive income/(expense) (4) 2 (3) (5) As at 31 December 2021 3 (7) 5 41 Effective portion of changes in fair value arising from: Foreign exchange forward contracts (1) (4) – (5) Cross-currency interest rate swaps – borrowings: • Change in fair value from the effective hedge instrument 25 – 29 Amount reclassified to Income Statement • FX forward reclassified to cost of sales/overheads – – • FX forward and swaps reclassified to finance costs (10) – – (10) • Amounts reclassified to work in progress 7 – – 7 • CCIRS reclassified to finance costs (27) – – (27) Net loss on cash flow hedges and cost of hedging (2) – – (2) Foreign currency revaluation of the net foreign operations – – 67 67 Exchange differences on translation of foreign operations (net of hedging) – – 67 67 Income tax credit on other comprehensive income/(expense) 1 – – 1 As at 31 December 2022 2 (7) 112 107 * Income tax on other comprehensive income has been reallocated to the relevant reserves from Retained Earnings in the prior year.
### 234 ITV plc Annual Report and Accounts 2022
FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS CONTINUED
## Notes to the Financial Statements
## Section 4: Capital Structure and Financing Costs continued
This table provides a reconciliation of each component of the translation reserve
### Keeping
reported within equity and an analysis of other comprehensive income in
### it simple
accordance with IAS 1.
Set out below is the reconciliation of each component of the translation reserve reported in the Consolidated
Statement of Changes in Equity and the analysis of other comprehensive income:
Cash Cost of Foreign
flow hedge hedge currency Translation
reserve reserve reserve reserve
£m £m £m £m
As at 1 January 2021 (15) (9) 31 7
Effective portion of changes in fair value arising from:
Foreign exchange forward contracts (2) 1 – (1)
Cross-currency interest rate swaps – borrowings:
• Change in fair value from the effective hedge instrument (13) (1) – (14)
Amount reclassified to Income Statement
• FX forward reclassified to cost of sales/overheads (2) – – (2)
• CCIRS reclassified to finance costs 32 – – 32
Net gain on cash flow hedges and cost of hedging 15 – – 15
Foreign currency revaluation of the EUR borrowing – – 13 13
Foreign currency revaluation of the net foreign operations – –
Exchange differences on translation of foreign operations (net of hedging) – – 17 17
Income tax (charge)/credit reclass* 7 – – 7
Income tax (charge)/credit on other comprehensive income/(expense) (4) 2 (3) (5)

| As at 31 December 2021 3 (7) |  |  |  | 5 41 |  |  |
| --- | --- | --- | --- | --- | --- | --- |
| Effective portion of changes in fair value arising from: |  |  |  |  |  | 3 – 3 (3) – |
|  | Foreign exchange forward contracts (1) (4) – (5) |  |  |  | 50 – 50 – 50 |  |
|  | Cross-currency interest rate swaps – borrowings: |  |  |  | 686 – 686 – 686 |  |
|  | • Change in fair value from the effective hedge instrument | 25 | – 29 |  |  |  |

Amount reclassified to Income Statement
(42) – (42) 3 (39)

| • FX forward reclassified to cost of sales/overheads |  | – – |
| --- | --- | --- |
| • FX forward and swaps reclassified to finance costs | (10) – – (10) |  |
| • Amounts reclassified to work in progress |  | 7 – – 7 |
| • CCIRS reclassified to finance costs | (27) – – (27) |  |

Net loss on cash flow hedges and cost of hedging (2) – – (2)
Foreign currency revaluation of the net foreign operations – – 67 67
Exchange differences on translation of foreign operations (net of hedging) – – 67 67
Income tax credit on other comprehensive income/(expense) 1 – – 1
As at 31 December 2022 2 (7) 112 107
* Income tax on other comprehensive income has been reallocated to the relevant reserves from Retained Earnings in the prior year.

|  |  |  |  |  |  | ITV plc Annual Report and Accounts 2022 |  | 233 |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  | 4 | 4 | 4 4 | 4 4 | Netting arrangements of financial instruments Keeping it simple This section details the Group’s financial assets and financial liabilities that are subject to netting and set-off arrangements. Financial assets and liabilities that are subject to set-off arrangements and disclosed on a net basis in the Group’s Statement of Financial Position relate to cash pooling arrangements. Amounts which do not meet the criteria for offsetting on the Consolidated Statement of Financial Position but could be settled net in certain circumstances principally relate to derivative transactions executed under ISDA agreements where each party has the option to settle amounts on a net basis in the event of default of the other party. At 31 December 2022 Gross financial assets/ liabilities £m Gross collateral assets/liabilities set-off £m Net financial assets/liabilities per balance sheet £m Related amounts not set-off in the balance sheet £m Net £m Assets Derivative financial instruments 4 – 4 (4) – Cash and cash equivalents 348 – 348 – 348 Liabilities Derivative financial instruments (15) – (15) 4 (11) Loans and facilities (830) – (830) – (830) At 31 December 2021 Gross financial assets/liabilities £m Gross collateral assets/liabilities set-off £m Net financial assets/liabilities per balance sheet £m Related amounts not set-off in the balance sheet £m Net £m Assets Derivative financial instruments Restricted cash Cash and cash equivalents Liabilities Derivative financial instruments Loans and facilities (1,022) – (1,022) – (1,022) |  |  |  |
| 234 ITV plc Annual Report and Accounts 2022 |  |  |  |  |  |  | ITV plc Annual Report and Accounts 2022 235 |  |

FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS CONTINUED
## Notes to the Financial Statements
## Section 4: Capital Structure and Financing Costs continued
This section details the interest income generated on the Group’s cash and other
### 4.4 Keeping
financial assets and the interest expense incurred on borrowings and other
### Net financing it simple
financial liabilities.
### costs
In reporting ‘adjusted profit’, the Group adjusts net financing costs to exclude
unrealised mark-to-market movements on interest rate and foreign exchange
derivatives, gains/losses on bond buybacks, net pension interest, interest and fair
value movements in acquisition-related liabilities and other financing costs.
Our rationale for adjustments made to financing costs is set out in the
Finance Review.
234 ITV plc Annual Report and Accounts 2022
4 4 Accounting policies Net financing costs comprise interest income on funds invested, gains/losses on the disposal of financial instruments, changes in the fair value of financial instruments, interest expense on borrowings, unwinding of the discount on provisions, unwinding of the discount on liabilities to non-controlling interest, foreign exchange gain/losses, and imputed interest on pension assets and liabilities. Interest income and expense is recognised as it accrues in profit or loss, using the effective interest method. Net financing costs Net financing costs can be analysed as follows: 2022 £m 2021 £m Financing income Interest income 9 Foreign exchange gain 3 Other finance income 1 – 13 8 Financing costs Interest expense on financial liabilities measured at amortised cost (18) (18) Foreign exchange loss (1) – Other finance expense* (20) (30) Financing exceptional item: acquisition-related – (10) (39) (58) Net financing costs (26) (50) * Interest incurred on the cross-currency interest rate swaps in the year is included within other finance expense. In 2021, this interest cost was included within Interest expense on financial liabilities measured at amortised cost. £8 million has been reclassified to other finance expense for 2021 in the table above. Other finance expense includes lease interest payments, interest on acquisition-related contingent liabilities (not included within the exceptional financing item) and bank charges. Exceptional finance costs of £10 million in 2021 principally relates to interest accrued on exceptional acquisition- related expenses.
### 236 ITV plc Annual Report and Accounts 2022
FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS CONTINUED
## Notes to the Financial Statements
## Section 4: Capital Structure and Financing Costs continued
This section details the interest income generated on the Group’s cash and other
### 4.4 Keeping
financial assets and the interest expense incurred on borrowings and other
### Net financing it simple
financial liabilities.
### costs
In reporting ‘adjusted profit’, the Group adjusts net financing costs to exclude
unrealised mark-to-market movements on interest rate and foreign exchange
derivatives, gains/losses on bond buybacks, net pension interest, interest and fair
value movements in acquisition-related liabilities and other financing costs.
Our rationale for adjustments made to financing costs is set out in the
Finance Review.
### Accounting policies
Net financing costs comprise interest income on funds invested, gains/losses on the disposal of financial
instruments, changes in the fair value of financial instruments, interest expense on borrowings, unwinding of the
discount on provisions, unwinding of the discount on liabilities to non-controlling interest, foreign exchange
gain/losses, and imputed interest on pension assets and liabilities. Interest income and expense is recognised as it
accrues in profit or loss, using the effective interest method.
### Net financing costs
Net financing costs can be analysed as follows:
2022 2021
£m £m
Financing income
Interest income 9
Foreign exchange gain 3
Other finance income 1 –
13 8
Financing costs
Interest expense on financial liabilities measured at amortised cost (18) (18)
Foreign exchange loss (1) –
Other finance expense* (20) (30)
Financing exceptional item: acquisition-related – (10)
(39) (58)
Net financing costs (26) (50)
* Interest incurred on the cross-currency interest rate swaps in the year is included within other finance expense. In 2021, this interest cost was included within
Interest expense on financial liabilities measured at amortised cost. £8 million has been reclassified to other finance expense for 2021 in the table above.
Other finance expense includes lease interest payments, interest on acquisition-related contingent liabilities (not
included within the exceptional financing item) and bank charges.
Exceptional finance costs of £10 million in 2021 principally relates to interest accrued on exceptional acquisition-
related expenses.

|  |  |  | ITV plc Annual Report and Accounts 2022 |  | 235 |
| --- | --- | --- | --- | --- | --- |
|  | 4 4 | 4 4.5 Fair value hierarchy Keeping it simple The financial instruments included in the Consolidated Statement of Financial Position are measured at either fair value or amortised cost. The measurement of this fair value can in some cases be subjective, and can depend on the inputs used in the calculations. The Group generally uses external valuations using market inputs or market values (e.g. external share prices). The different valuation methods are called ‘hierarchies’ and are described below. Level 1 Fair values are measured using quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 Fair values are measured using inputs, other than quoted prices included within Level 1, which are observable for the asset or liability either directly or indirectly. Interest rate swaps and options are accounted for at their fair value based upon exit prices at the current reporting period. Forward foreign exchange contracts are accounted for at the difference between the contract exchange rate and the quoted forward exchange rate at the reporting date. Level 3 Fair values are measured using inputs for the asset or liability that are not based on observable market data. The tables below set out the financial instruments included on the Consolidated Statement of Financial Position at fair value: Fair value 31 December 2022 £m Level 1 31 December 2022 £m Level 2 31 December 2022 £m Level 3 31 December 2022 £m Assets measured at fair value Financial instruments at fair value through reserves Other pension assets – gilts (see note 3.7) 47 47 – – Financial instruments at fair value through profit or loss Money market funds 91 91 – – Equity investments (see note 3.5) 11 – – 11 Financial assets at fair value through profit or loss Convertible loan receivable 3 – – 3 Financial assets at fair value through reserves Cash flow hedges 4 – 4 – 156 138 4 14 Fair value 31 December 2022 £m Level 1 31 December 2022 £m Level 2 31 December 2022 £m Level 3 31 December 2022 £m Liabilities measured at fair value Financial liabilities at fair value through profit or loss Foreign exchange forward contracts and swaps (1) – (1) – Acquisition-related liabilities – payable to sellers under put options agreed on acquisition (see notes 3.1.4 and 3.1.5) (39) – – (39) Financial liabilities at fair value through reserves Cash flow hedges (14) – (14) – (5 ) – (15) (39) There have been no changes in the classification of assets and liabilities and there have been no movements within levels. Information on the fair value measurements of level 3 assets and liabilities is detailed in the relevant notes referenced above. |  |  |  |
| 236 ITV plc Annual Report and Accounts 2022 |  |  |  | ITV plc Annual Report and Accounts 2022 237 |  |

FINANCIAL STATEMENTS

Notes to the Financial Statements

Section 4: Capital Structure and Financing Costs continued

|   | Fair value 31 December 2021 £m | Level 1 31 December 2021 £m | Level 2 31 December 2021 £m | Level 3 31 December 2021 £m  |
| --- | --- | --- | --- | --- |
|  **Assets measured at fair value**  |   |   |   |   |
|  Financial instruments at fair value through reserves  |   |   |   |   |
|  Other pension assets - gifts (see note 3.7) | 62 | 62 | - | -  |
|  Financial instruments at fair value through profit or loss  |   |   |   |   |
|  Money market funds | 440 | 440 | - | -  |
|  Equity investments (see note 3.5) | 4 | - | - | 4  |
|  Financial assets at fair value through profit or loss  |   |   |   |   |
|  Foreign exchange forward contracts and swaps | 2 | - | 2 | -  |
|  Convertible loan receivable | 2 | - | - | 2  |
|  Financial assets at fair value through reserves  |   |   |   |   |
|  Cash flow hedges | 1 | - | 1 | -  |
|   | 511 | 502 | 3 | 6  |

|   | Fair value 31 December 2021 £m | Level 1 31 December 2021 £m | Level 2 31 December 2021 £m | Level 3 31 December 2021 £m  |
| --- | --- | --- | --- | --- |
|  **Liabilities measured at fair value**  |   |   |   |   |
|  Financial liabilities at fair value through profit or loss  |   |   |   |   |
|  Foreign exchange forward contracts and swaps | (3) | - | (3) | -  |
|  Acquisition-related liabilities - payable to sellers under put options agreed on acquisition (see notes 3.1.4 and 3.1.5) | (55) | - | - | (55)  |
|  Financial liabilities at fair value through reserves  |   |   |   |   |
|  Cash flow hedges | (39) | - | (39) | -  |
|   | (97) | - | (42) | (55)  |

Refer to note 4.3 for how we value interest rate swaps and forward foreign currency contracts.

34

ITV plc Annual Report and Accounts 2022
FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS CONTINUED
## Notes to the Financial Statements
Section 4: Capital Structure and Financing Costs continued From 1 January 2019, the Group accounts for operating leases under IFRS 16
### 4.6 Keeping
‘Leases’. Lease liabilities representing the discounted future lease payments and
### Lease it simple
right of use assets are recognised in the Consolidated Statement of Financial

|  |  |  |  |  |  |  |  |  |  |  |  | liabilities | Position. Lease costs such as property rent are now recognised in the form of |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  | Fair value |  |  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  |  |
| 31 December |  |  | 31 December |  |  | 31 December |  |  | 31 December |  |  |  | depreciation and interest in the Consolidated Income Statement. |
|  |  | 2021 |  |  | 2021 |  |  | 2021 |  |  | 2021 |  |  |
|  |  | £m |  |  | £m |  |  | £m |  |  | £m |  |  |

Assets measured at fair value
Financial instruments at fair value through reserves
Other pension assets – gilts (see note 3.7) 62 62 – –
Financial instruments at fair value through profit or loss
Money market funds 4 0 4 0 – –
Equity investments (see note 3.5) – –
Financial assets at fair value through profit or loss
Foreign exchange forward contracts and swaps 2 – 2 –
Convertible loan receivable 2 – – 2
Financial assets at fair value through reserves
Cash flow hedges 1 – 1 –
511 502 3 6

|  | Fair value |  |  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 31 December |  |  | 31 December |  |  | 31 December |  |  | 31 December |  |  |
|  |  | 2021 |  |  | 2021 |  |  | 2021 |  |  | 2021 |
|  |  | £m |  |  | £m |  |  | £m |  |  | £m |

Liabilities measured at fair value
Financial liabilities at fair value through profit or loss
Foreign exchange forward contracts and swaps (3) – (3) –
Acquisition-related liabilities – payable to sellers under
put options agreed on acquisition (see notes 3.1.4
and 3.1.5) (55) – – (55)
Financial liabilities at fair value through reserves
Cash flow hedges (39) – (39) –
(97) – (42) (55)
Refer to note 4.3 for how we value interest rate swaps and forward foreign currency contracts.
ITV plc Annual Report and Accounts 2022 237
4 4 4 4 Accounting policies Lease liabilities represent the discounted future lease payments. Discount rates are calculated for similar assets, in similar economic environments, taking into account the length of the lease. The unwinding of the discounting is recognised in net financing costs in the Consolidated Income Statement. The following table outlines the maturity analysis of the lease liabilities: 2022 £m 2021 £m Contractual discounted cash flows Less than one year 21 21 Two to five years 55 46 More than five years 56 25 Lease liabilities at 31 December 132 92 1 January 2022 £m Net cash flow £m Currency and non-cash movements £m 31 December 2022 £m Lease liabilities (92) 26 (66) (132) Total lease liabilities (92) 26 (66) (132) The following amounts have been included in the Consolidated Income Statement: 2022 £m 2021 £m Interest expense on lease liabilities (4) (3) Amounts recognised in the Consolidated Income Statement (4) (3) The Group has elected not to recognise right of use assets and lease liabilities for short-term leases (i.e. lease term less than 12 months) or low-value assets (i.e. under £5,000). The Group will continue to expense the lease payments associated with these leases on a straight-line basis over the lease term. At 31 December 2022, this was less than £1 million (2021: less than £1 million). Variable lease payments that depend on an index or a rate are also less than £1 million (2021: less than £1 million). Some property leases contain extension options beyond the non-cancellable period. The Group assesses at the lease commencement date whether it is reasonably certain to exercise the extension options. The lease liability at 31 December 2022 includes one such extension which resulted in an increase in the lease liability of £1 million. There are no other significant extension options.
### 238 ITV plc Annual Report and Accounts 2022 ITV plc Annual Report and Accounts 2022 239
FINANCIAL STATEMENTS

Notes to the Financial Statements

Section 4: Capital Structure and Financing Costs continued

4.7

Equity

Keeping it simple

This section explains material movements recorded in shareholders' equity, presented in the Consolidated Statement of Changes in Equity, which are not explained elsewhere in the financial statements.

# Accounting policies

# Fair value reserve

Financial assets are stated at fair value, with any gain or loss recognised directly in the fair value reserve in equity, unless the loss is a permanent impairment, when it is then recorded in the Consolidated Income Statement.

# Dividends

Dividends are recognised through equity on the earlier of their approval by the Company's shareholders or their payment. Dividends are distributed based on the realised distributable reserves (within retained earnings) of ITV plc (the Company) and not based on the Group's retained earnings.

# 4.7.1 Share capital and share premium

The Group's share capital at 31 December 2022 of £403 million (2021: £403 million) and share premium of £174 million (2021: £174 million) is the same as that of ITV plc. Details of this are given in the ITV plc Company financial statements section of this Annual Report.

# 4.7.2 Merger and other reserves

Merger and other reserves at 31 December include the following reserves:

|   | 2022 £m | 2021 £m  |
| --- | --- | --- |
|  Merger reserves | 95 | 95  |
|  Capital reserves | 112 | 112  |
|  Capital redemption reserves | 36 | 36  |
|  Revaluation reserves | 2 | 2  |
|  Put option liabilities arising on acquisition of subsidiaries | (34) | (30)  |
|  Total | 211 | 211  |

Merger reserves, Capital reserves and Capital redemption reserves relate primarily to balances arising on previous mergers and acquisitions, including the merger of Granada and Carlton in 2003. Put option liabilities arising on acquisition of subsidiaries relates to options and forwards contracts over shares relating to non-controlling interests. The movement in the current year relates to the fair value of the put liability over the non-controlling interests in Escapade-Bidco Limited (Plimsoll Productions).

# 4.7.3 Translation reserve

The translation reserve comprises:

- All foreign exchange differences arising on the translation of the accounts of, and investments in, foreign operations
- The gains or losses on the portion of cash flow hedges that have been deemed effective and costs of hedging under IFRS 9 (see note 4.3)
- The net movement in the cash flow hedge reserve was a loss of £2 million (2021: gain of £18 million). The loss on cash flow hedges in the period was £2 million (2021: gain of £15 million) and had a related tax charge of £16 million (2021: £4 million).
- There was no net movement in the cost of hedging reserve (2021: no net movement)

# 4.7.4 Fair value reserve

The fair value reserve comprises all movements arising on the revaluation of gifts accounted for at fair value through OCI financial instruments. The movement in 2022 is a £19 million loss on revaluation (2021: less than £1 million) and a related tax credit of £5 million (2021: £1 million charge). See notes 2.3 and 3.7.

# 4.7.5 Retained earnings

The retained earnings reserve comprises profit for the year attributable to owners of the Company of £428 million (2021: £378 million) and other items recognised directly through equity as presented in the Consolidated Statement of Changes in Equity. Other items include the credit for the Group's share-based compensation schemes, which are described in note 4.8.

Reflecting ITV's strong operational and financial performance in the year, and in line with previous guidance, the Board proposes a final dividend of 3.3p, giving a full year dividend of 5.0p per share. £201 million of dividends were paid (2021: £nll), representing a final 2021 dividend of 3.3p per share and an interim 2022 dividend of 1.7p per share.

# 4.7.6 Non-controlling interests

Non-controlling interest (NCI) represents the share of non-wholly owned subsidiaries' net assets that are not directly attributable to the shareholders of ITV. The movement for 2022 comprises:

- The share of profit attributable to NCI of £7 million (2021: share of profit attributable to NCI of £10 million)
- Foreign exchange gains of £8 million (2021: losses of £1 million)
- The distributions made to NCI of £3 million (2021: £1 million)
- The share of net assets attributable to NCI relating to subsidiaries acquired, disposed or changes in ownership interest in 2022 of £4 million (2021: £1 million)

34

ITV plc Annual Report and Accounts 2022
FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS CONTINUED
## Notes to the Financial Statements
Section 4: Capital Structure and Financing Costs continued The Group utilises share award schemes as part of its employee remuneration
### 4.8 Keeping
packages, and therefore operates a number of share-based compensation
### Share-based it simple
schemes, namely the Deferred Share Award (DSA), Executive Share Plan (ESP),
### compensation Performance Share Plan (PSP), Long Term Incentive Plan (LTIP) and Save As You
This section explains material movements recorded in shareholders’ equity,
### 4.7 Keeping
Earn (SAYE) schemes. The share-based compensation is not pensionable.
presented in the Consolidated Statement of Changes in Equity, which are not
### Equity it simple
explained elsewhere in the financial statements. A transaction will be classed as share-based compensation where the Group
receives services from employees and pays for these in shares or similar equity
instruments. If the Group incurs a liability linked to the price or value of the Group’s
shares, this will also fall under a share-based transaction.
### Accounting policies
Fair value reserve
Financial assets are stated at fair value, with any gain or loss recognised directly in the fair value reserve in equity,
unless the loss is a permanent impairment, when it is then recorded in the Consolidated Income Statement.
Dividends
Dividends are recognised through equity on the earlier of their approval by the Company’s shareholders or their
payment. Dividends are distributed based on the realised distributable reserves (within retained earnings) of ITV plc
(the Company) and not based on the Group’s retained earnings.
4.7.1 Share capital and share premium
The Group’s share capital at 31 December 2022 of £403 million (2021: £403 million) and share premium of £174 million
(2021: £174 million) is the same as that of ITV plc. Details of this are given in the ITV plc Company financial statements
section of this Annual Report.
4.7.2 Merger and other reserves
Merger and other reserves at 31 December include the following reserves:
2022 2021
£m £m
Merger reserves 95 95
Capital reserves 112 112
Capital redemption reserves 36 36
Revaluation reserves 2 2
### Put option liabilities arising on acquisition of subsidiaries (34) (30) Share options outstanding
Total 211 215 The table below summarises the movements in the number of share options outstanding for the Group and their
weighted average exercise price:
Merger reserves, Capital reserves and Capital redemption reserves relate primarily to balances arising on previous

| mergers and acquisitions, including the merger of Granada and Carlton in 2003. Put option liabilities arising on |  |  | 2022 |  |  | 2021 |
| --- | --- | --- | --- | --- | --- | --- |
| acquisition of subsidiaries relates to options and forwards contracts over shares relating to non-controlling interests. |  | Weighted |  |  | Weighted |  |
|  | Number | average |  | Number | average |  |

The movement in the current year relates to the fair value of the put liability over the non-controlling interests in
of options exercise price of options exercise price
Escapade Bidco Limited (Plimsoll Productions). (‘000) (pence) (‘000) (pence)
Outstanding at 1 January 98,934 24.98 106,303 24.25
4.7.3 Translation reserve
Granted during the year – nil priced 17,238 –
The translation reserve comprises:
Granted during the year – other 13,814 62.85 3,665 96.37
• All foreign exchange differences arising on the translation of the accounts of, and investments in, foreign operations
Forfeited during the year (3,095) 56.49 (2,158) 48.56
• The gains or losses on the portion of cash flow hedges that have been deemed effective and costs of hedging
Exercised during the year – nil priced (6,201) –
under IFRS 9 (see note 4.3) 9,075 –
Exercised during the year – other (110) 50.61 (457) 72.3
• The net movement in the cash flow hedge reserve was a loss of £2 million (2021: gain of £18 million). The loss on
Expired during the year (15,851) 35.87 (12,589) 25.51
cash flow hedges in the period was £2 million (2021: gain of £15 million) and had a related tax charge of £nil million
(2021: £4 million). Outstanding at 31 December 104,729 24.74 98,93 24.98
(4,905) –
• There was no net movement in the cost of hedging reserve (2021: no net movement) Exercisable at 31 December 4,383 30.63 877 69.35
4.7.4 Fair value reserve The average share price during 2022 was 78.32 pence (2021: 116.48 pence).
The fair value reserve comprises all movements arising on the revaluation of gilts accounted for at fair value through
OCI financial instruments. The movement in 2022 is a £19 million loss on revaluation (2021: less than £1 million) and a
related tax credit of £5 million (2021: £1 million charge). See notes 2.3 and 3.7.
4.7.5 Retained earnings
The retained earnings reserve comprises profit for the year attributable to owners of the Company of £428 million
(2021: £378 million) and other items recognised directly through equity as presented in the Consolidated Statement
of Changes in Equity. Other items include the credit for the Group’s share-based compensation schemes, which are
described in note 4.8.
Reflecting ITV’s strong operational and financial performance in the year, and in line with previous guidance, the
Board proposes a final dividend of 3.3p, giving a full year dividend of 5.0p per share. £201 million of dividends were
paid (2021: £nil), representing a final 2021 dividend of 3.3p per share and an interim 2022 dividend of 1.7p per share.
4.7.6 Non-controlling interests
Non-controlling interest (NCI) represents the share of non-wholly owned subsidiaries’ net assets that are not directly
attributable to the shareholders of ITV. The movement for 2022 comprises:
• The share of profit attributable to NCI of £7 million (2021: share of profit attributable to NCI of £10 million)
• Foreign exchange gains of £8 million (2021: losses of £1 million)
• The distributions made to NCI of £3 million (2021: £1 million)
• The share of net assets attributable to NCI relating to subsidiaries acquired, disposed or changes in ownership ITV plc Annual Report and Accounts 2022 239
interest in 2022 of £4 million (2021: £1 million)
Accounting policies For each of the Group’s share-based compensation schemes, the fair value of the equity instrument granted is measured at grant date and spread over the vesting period via a charge to the Consolidated Income Statement with a corresponding increase in equity. The fair value of the share options and awards is measured using either market price at grant date or, for the SAYE scheme, a Black–Scholes model, taking into account the terms and conditions of the individual scheme. Expected volatility is based on the historical volatility of ITV plc shares over a three or five year period, based on the life of the options. Vesting conditions are limited to service conditions and performance conditions. For performance-based schemes, the relevant Group performance measures are projected to the end of the performance period in order to determine the number of options expected to vest. This estimate of the performance measures is used to determine the option fair value, discounted to present value. The Group revises the number of options that are expected to vest, including an estimate of forfeitures at each reporting date based on forecast performance measures. The impact of the revision to original estimates, if any, is recognised in the Consolidated Income Statement, with a corresponding adjustment to equity. Exercises of share options granted to employees can be satisfied by market purchase or issue of new shares. No new shares may be issued to satisfy exercises under the terms of the DSA. During the year, all exercises were satisfied by using shares purchased in the market and held in the ITV Employees’ Benefit Trust. Share-based compensation charges totalled £19 million in 2022 (2021: £12 million). 4 4
### 240 ITV plc Annual Report and Accounts 2022 ITV plc Annual Report and Accounts 2022 241
FINANCIAL STATEMENTS

# Notes to the Financial Statements

## Section 4: Capital Structure and Financing Costs continued

Of the options still outstanding, the range of exercise prices and weighted average remaining contractual life of these options can be analysed as follows:

|  Range of exercise prices (pence) | Weighted average exercise price (pence) | Number of options (1000) | 2022 Weighted average remaining contractual life (years) | Weighted average exercise price (pence) | Number of options (1000) | 2022 Weighted average remaining contractual life (years)  |
| --- | --- | --- | --- | --- | --- | --- |
|  Nil | - | 59,056 | 0.29 | - | 57,336 | 1.12  |
|  20.00 – 49.99 | 49.17 | 39,225 | 1.81 | 49.17 | 31,601 | 2.80  |
|  50.00 – 69.99 | 61.73 | 10,878 | 3.44 | - | - | -  |
|  70.00 – 99.99 | 85.22 | 5,351 | 1.35 | 86.31 | 8,420 | 1.17  |
|  100.00 – 109.99 | 105.98 | 90 | 1.46 | 105.98 | 846 | 1.13  |
|  110.00 – 119.99 | - | - | - | - | - | -  |
|  120.00 – 149.99 | 130.61 | 129 | 0.94 | 133.44 | 596 | 0.78  |
|  150.00 – 199.99 | - | - | - | 162.55 | 135 | 0.77  |

### Assumptions

DSA, LTIP and PSP options are valued directly by reference to the share price at date of grant.

The options granted in the current and prior years for the HMRC approved SAYE scheme, are valued using the Black-Scholes model, using the assumptions below.

|  Scheme name | Date of grant | Share price at grant (pence) | Exercise price (pence) | Expected volatility % | Expected life (years) | Stress (divided yield) % | Prior Year rate % | Fair value (pence)  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  3 Year | 13 April 2021 | 122.90 | 97.95 | 41.73 | 3.25 | - | 0.16 | 46.48  |
|  5 Year | 13 April 2021 | 122.90 | 97.95 | 38.12 | 5.25 | - | 0.39 | 51.80  |
|  3 Year | 6 September 2021 | 117.10 | 93.86 | 42.04 | 3.25 | - | 0.23 | 44.30  |
|  5 Year | 6 September 2021 | 117.10 | 93.86 | 36.09 | 5.25 | - | 0.36 | 47.33  |
|  3 Year | 12 April 2022 | 79.08 | 67.72 | 47.00 | 3.25 | - | 1.55 | 21.19  |
|  5 Year | 12 April 2022 | 79.08 | 67.72 | 40.05 | 5.25 | - | 1.58 | 18.45  |
|  3 Year | 5 September 2022 | 62.74 | 57.73 | 47.80 | 3.25 | - | 2.97 | 14.95  |
|  5 Year | 5 September 2022 | 62.74 | 57.73 | 41.03 | 5.25 | - | 2.85 | 12.63  |

### Employees' Benefit Trust

The Group has investments in its own shares as a result of shares purchased by the ITV Employees' Benefit Trust (EBT). Transactions with the Group-sponsored EBT are included in these financial statements and primarily consist of the EBT's purchases of shares in ITV plc, which is accounted for as a reduction to retained earnings.

The table below shows the number of ITV plc shares held in the EBT at 31 December 2021 and the releases from the EBT made in the year to satisfy awards under the Group's share schemes:

|  Scheme | Shares held at | Number of shares (released) purchased | Nominal value £  |
| --- | --- | --- | --- |
|   | 1 January 2022 | 16,478,248 | 1,647,825  |
|  LTIP releases |  |  |   |
|  DSA releases |  | (1,121,039) |   |
|  ESP releases |  | (11,856) |   |
|  PSP releases |  | (2,650,771) |   |
|  SAYE releases |  | (107,203) |   |
|  Shares purchased |  | - |   |
|   | 31 December 2022 | 14,587,379 | 1,458,738  |

The total number of shares held by the EBT at 31 December 2022 represents 0.36% (2021: 0.46%) of ITV's issued share capital. The market value of own shares held at 31 December 2022 is £11 million (2021: £20 million).

The shares will be held in the EBT until such time as they may be transferred to participants of the various Group share schemes. Rights to dividends have been waived by the EBT in respect of shares held that do not relate to restricted shares under the DSA. In accordance with the Trust Deed, the Trustees of the EBT have the power to exercise all voting rights in relation to any investment (including shares) held within that trust. The Trust is accounted for as a separate entity and therefore is only accounted for in the consolidated financial statements and not included in the ITV plc Company financial statements.

40

ITV plc Annual Report and Accounts 2022
FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS CONTINUED
## Notes to the Financial Statements
## Section 5: Other Notes
## Notes to the Financial Statements
Section 4: Capital Structure and Financing Costs continued The related parties identified by the Directors include joint ventures, associated
### 5.1 Keeping
undertakings, fixed asset investments and key management personnel.
### Related it simple
To enable users of our financial statements to form a view about the effects of
### party
Of the options still outstanding, the range of exercise prices and weighted average remaining contractual life of these related party relationships on the Group, we disclose the Group’s transactions with
### transactions

| options can be analysed as follows: |  |  |  |  |  |  |  |  |  |  |  |  | those related parties during the year and any associated year end trading balances. |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  | 2022 |  |  |  |  |  | 2021 |  |
|  |  |  |  |  | Weighted |  |  |  |  |  | Weighted |  |  |
|  |  | Weighted |  |  | average |  |  | Weighted |  |  | average |  |  |
|  |  | average | Number |  | remaining |  |  | average | Number |  | remaining |  |  |
|  | exercise price |  | of options | contractual life |  |  | exercise price |  | of options | contractual life |  |  |  |
| Range of exercise prices (pence) |  | (pence) | (‘000) |  |  | (years) |  | (pence) | (‘000) |  |  | (years) |  |

Nil – 59,056 0.29 – 57,336 1.12
20.00 – 49.99 49.17 29,225 1.81 49.17 31,601 2.80
50.00 – 69.99 61.73 10,878 3.44 – – –
70.00 – 99.99 85.22 5,351 1.35 86.31 8,420 1.17
100.00 – 109.99 105.98 90 1.46 105.98 846 1.13
110.00 – 119.99 – – – – – –
120.00 – 149.99 130.61 129 0.94 133.4 596 0.78
150.00 – 199.99 – – – 162.55 135 0.77
### Assumptions
DSA, LTIP and PSP options are valued directly by reference to the share price at date of grant.
The options granted in the current and prior years for the HMRC approved SAYE scheme, are valued using the Black–
Scholes model, using the assumptions below:
Gross
Share price Exercise Expected Expected dividend Risk-free
at grant price volatility life yield rate Fair value
Scheme name Date of grant (pence) (pence) % (years) % % (pence)
3 Year 13 April 2021 122.90 97.95 41.73 3.25 – 0.16 46.48
5 Year 13 April 2021 122.90 97.95 38.12 5.25 – 0.39 51.80
3 Year 6 September 2021 117.10 93.86 42.0 3.25 – 0.23 44.30
5 Year 6 September 2021 117.10 93.86 36.09 5.25 – 0.36 47.33
3 Year 12 April 2022 79.08 67.72 47.00 3.25 – 1.55 21.19
5 Year 12 April 2022 79.08 67.72 40.05 5.25 – 1.58 18.45
3 Year 5 September 2022 62.7 57.73 47.80 3.25 – 2.97 14.95
5 Year 5 September 2022 62.7 57.73 41.03 5.25 – 2.85 12.63
### Employees’ Benefit Trust
The Group has investments in its own shares as a result of shares purchased by the ITV Employees’ Benefit Trust
(EBT). Transactions with the Group-sponsored EBT are included in these financial statements and primarily consist
of the EBT’s purchases of shares in ITV plc, which is accounted for as a reduction to retained earnings.
The table below shows the number of ITV plc shares held in the EBT at 31 December 2021 and the releases from the
EBT made in the year to satisfy awards under the Group’s share schemes:
Number of shares Nominal value
Scheme Shares held at (released)/purchased £
1 January 2022 18,478,248 1,847,825
LTIP releases –
DSA releases (1,121,039)
ESP releases (11,856)
PSP releases (2,650,771)
SAYE releases (107,203)
Shares purchased –
31 December 2022 14,587,379 1,458,738
The total number of shares held by the EBT at 31 December 2022 represents 0.36% (2021: 0.46%) of ITV’s issued
share capital. The market value of own shares held at 31 December 2022 is £11 million (2021: £20 million).
The shares will be held in the EBT until such time as they may be transferred to participants of the various Group
share schemes. Rights to dividends have been waived by the EBT in respect of shares held that do not relate to
restricted shares under the DSA. In accordance with the Trust Deed, the Trustees of the EBT have the power to
exercise all voting rights in relation to any investment (including shares) held within that trust. The Trust is accounted
for as a separate entity and therefore is only accounted for in the consolidated financial statements and not included
in the ITV plc Company financial statements.
ITV plc Annual Report and Accounts 2022 241
4 4 4 4 4 Transactions with joint ventures and associated undertakings Transactions with joint ventures and associated undertakings during the year were: 2022 £m 2021 £m Sales to joint ventures 41 2 Sales to associated undertakings 16 11 Purchases from joint ventures 33 32 Purchases from associated undertakings 77 65 The transactions with joint ventures primarily relate to sales and purchases of digital multiplex services with Digital 3&4 Limited and distribution revenue from BritBox LLC, BritBox International Limited and BritBox Australia Management Pty Limited. Sales to associated undertakings include airtime sales to DTV Services Limited. Purchases from associated undertakings primarily relate to the purchase of news services from ITN Limited. All transactions with associated undertakings and joint ventures arise in the normal course of business on an arm’s length basis. The amounts owed by and to these related parties at 31 December were: 2022 £m 2021 £m Amounts owed by joint ventures 12 11 Amounts owed by associated undertakings 19 10 Amounts owed to joint ventures 5 1 Amounts owed to associated undertakings 17 9 None of the balances are secured. Amounts owed by joint ventures primarily relate to trading with BritBox LLC and BritBox Australia Management Pty Limited. Balances owed by associated undertakings largely relate to Bedrock Entertainment LLC and Southrock Productions LLC. Balances owed to associated undertakings primarily relate to trading with ITN Limited and amounts owed to Bedrock Entertainment LLC. Amounts paid to the Group’s retirement benefit plans are set out in note 3.7. Transactions with key management personnel Key management consists of ITV plc Executive and Non-executive Directors and the other members of the ITV Management Board. Key management personnel compensation is as follows: 2022 £m 2021 £m Short-term employee benefits 11 13 Share-based compensation 6 17 17 4
### 242 ITV plc Annual Report and Accounts 2022 243 ITV plc Annual Report and Accounts 2022
FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS CONTINUED
## Notes to the Financial Statements
## Section 5: Other Notes continued
A contingent asset or liability is a liability that is not sufficiently certain to qualify for
### 5.2 Keeping
recognition as an asset or provision where uncertainty may exist regarding the
### Contingent it simple
outcome of future events.
### assets and
### liabilities
242 ITV plc Annual Report and Accounts 2022
Contingent liabilities As reported in our interim financial statements, on 12 July 2022, the UK Competition and Markets Authority (CMA) opened an investigation into certain conduct of ITV and other named companies in the sector relating to the production and broadcasting of sports content in the United Kingdom. The investigation is at an early stage and it is not currently possible to reliably quantify any liability that might result from the investigation. ITV is committed to complying with competition law and is cooperating with the CMA’s enquiries. There are contingent liabilities in respect of certain litigation and guarantees, broadcasting issues, and in respect of warranties given in connection with certain disposals of businesses. None of these items are expected to have a material effect on the Group’s results or financial position.
### 244 ITV plc Annual Report and Accounts 2022
### 5.3 Subsidiaries exempt from audit

Keeping it simple

Certain subsidiaries of the Group can take an exemption from having an audit. Strict criteria must be met for this exemption to be taken, and it must be agreed by the Directors of that subsidiary entity.

Listed below are subsidiaries controlled and consolidated by the Group, where the Directors have taken the exemption from having an audit of its financial statements. This exemption is taken in accordance with the Companies Act 2006: s479A.

|  Company number | Company name | Company number | Company name  |
| --- | --- | --- | --- |
|  00439287 | U.S. Food Productions (Investments) Limited | 50370274 | ITV (Scotland) Limited  |
|  00646307 | U.S. Food Productions Limited | 11166691 | ITV (UK) Limited  |
|  10058419 | Basic Productions Limited | 12656882 | ITV (Adventures) Limited  |
|  10813181 | Big Talk (NEWCOO) Limited | 13087819 | ITV (Aden) Limited  |
|  10087812 | Big Talk Above Limited | 14347859 | ITV (Astra) Limited  |
|  10498467 | Big Talk Cool River Limited | 11867181 | ITV (Beijing) Limited  |
|  10950620 | Big Talk Friday Limited | 12576025 | ITV (Bavaria) Limited  |
|  11108266 | Big Talk Glass Strong Limited | 13087758 | ITV (Duncan) Limited  |
|  10087755 | Big Talk Homeface Limited | 10404064 | ITV (Entenmanns) Limited  |
|  10087756 | Big Talk Home Years Limited | 14533288 | ITV (Iran) Limited  |
|  07037447 | Big Talk (Investments) Limited | 04034260 | ITV Holdings Limited  |
|  10528052 | Big Talk Living the Dream Limited | 04618513 | ITV International (Dramatic) Limited  |
|  12720899 | Big Talk (Offenders) Limited | 50370279 | ITV (CIVC (Scotland)) Limited  |
|  11129572 | Big Talk Peacock Limited | 12885147 | ITV (Malaysia) Limited  |
|  02887634 | Big Talk Pictures Limited | 03603888 | ITV (Network) Limited  |
|  10367613 | Big Talk Productions Limited | 11732642 | ITV (Nightingale) Limited  |
|  10363227 | Brown Cymru TV Ltd | 00610476 | ITV (Persian) (Sahara) Limited  |
|  07022031 | Brown Pictures Limited | 14481369 | ITV (PSS) Limited  |
|  03886374 | Box Clover Technology Limited | 01669610 | ITV (Properties (Developmental) Limited  |
|  03886336 | Wood Street Frits Limited |  | ITV (Properties (Loray)) Limited  |
|  11404722 | Button Hall Productions | 13087782 | ITV (Ralph and Kate) Limited  |
|  02285229 | Campana Limited | 14483328 | ITV (RE) Limited  |
|  04238249 | Carlton Content Holdings Limited | 10954937 | ITV (Tectown) Limited  |
|  05001184 | Carlton Film Distributors Limited | 11718836 | ITV (Ivy) Limited  |
|  04602483 | Carlton Finance Limited | 03498877 | ITV (TRS Holdings) Limited  |
|  03884490 | Carlton Food Network Limited | 11127024 | ITV (The Bay) Limited  |
|  03503930 | Carlton Programmes Development Limited | 13087835 | ITV (The Reckoning) Limited  |
|  03269462 | Carlton Screen Advertising (Holdings) Limited | 12886619 | ITV (Tui) Limited  |
|  03100361 | Carlton's Novelty Go | 05898177 | ITV (Tepitown) Limited  |
|  02380048 | Castlefield Properties Limited | 14048340 | ITV (Venture) Limited  |
|  00439515 | Cat's on the Roof Media Limited | 03089273 | ITV (Virtune) Limited  |
|  04237248 | Channel Television Holdings Limited | 11127432 | ITV (Vira) Limited  |
|  08686696 | Cobas Limited | 14466876 | ITV (WICRO) Limited  |
|  10240182 | Clark Can J&D Limited | 13087830 | ITV (VBA) Limited  |
|  02852812 | Clogrove Hall Films Limited | 05018783 | Jaca Music UK Limited  |
|  05006309 | Crown Productions Limited | 12389681 | Mammoth Screen (BHR) Limited  |
|  06402618 | Cyrilys Nuclei Absorbering Cyfyrgealg | 09350466 | Mammoth Screen (Evil) Limited  |
|  08878645 | Double Double Limited | 09646227 | Mammoth Screen (Avioli) Limited  |
|  07831062 | EQ Pictures Limited | 11178367 | Mammoth Screen (Endl) Limited  |
|  09000306 | Gameface Productions Limited | 12930297 | Mammoth Screen (Endl) Limited  |
|  09940785 | Central TV Group Limited | 12368706 | Mammoth Screen (Endl) Limited  |
|  10776018 | Central TV Limited | 10328027 | Mammoth Screen (Endl) Limited  |
|  10238376 | Granada Group Limited | 13087845 | Mammoth Screen (Evens) Limited  |
|  03862441 | Granada Limited | 13080267 | Mammoth Screen (UK) Limited  |
|  03218786 | Granada Media Limited | 12895890 | Mammoth Screen (MD) Limited  |
|  06244751 | Granada Screen (2000) Limited | 12736478 | Mammoth Screen (MD) Limited  |
|  05710083 | Granada Television Overseas Limited | 10989178 | Mammoth Screen (MD) Limited  |
|  05030351 | Granada UK Rental and Rental Limited | 11302257 | Mammoth Screen (NZ) Limited  |
|  10596326 | Harrah Limited | 09800488 | Mammoth Screen (NZ) Limited  |
|  04842722 | Interactive Telephone Limited | 10532105 | Mammoth Screen (Pall) Limited  |
|  00608900 | ITV Entertainment Group Limited | 10538963 | Mammoth Screen (Pall) Limited  |

FINANCIAL STATEMENTS NOTES TO THE FINANCIAL INFORMATION

ITV plc Annual Report and Accounts 2022 41
FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS CONTINUED
## Notes to the Financial Statements
## Section 5: Other Notes continued
244 ITV plc Annual Report and Accounts 2022
Company number Company name Company number Company name 11108289 Mammoth Screen (Pol5) Limited 13714204 QSP Nolly Limited 08799982 Mammoth Screen (Poldark) Limited 14460933 QSP PD Limited 09646520 Mammoth Screen (QV) Limited 14048037 QSP SO limited 11108327 Mammoth Screen (Serpent) Limited 14460663 QSP TRK Limited 11204836 Mammoth Screen (SG) Limited 12350991 Second Act (Grace) Limited NI678277 Mammoth Screen (TJ) Limited 09366311 Second Act Productions Limited 13087656 Mammoth Screen (Tower) Limited 07714999 Sightseers Film Limited 10528702 Mammoth Screen (VF) Limited 03991026 So Television Limited 11108322 Mammoth Screen (Vic3) Limited 07155077 The Garden Productions Limited 11108320 Mammoth Screen (WOF) Limited 02351132 TwoFour Broadcast Limited NI687412 Mammoth Screen (WOF2) Limited 08602993 TwoFour Group Holdings Limited 10973979 Mammoth Screen (WOTW) Limited 05493388 TwoFou Group Limited 05976348 Mammoth Screen Ltd 11109744 WP Anne Limited 13412337 Metavision Limited 10796122 WP Bodyguard Limited 09477931 Monumental Television Limited 14360979 WP Delia Limited 04201477 Morning TV Limited 12368643 WP Diplomat Limited 12180134 MT Ghosts 2 Limited 11109437 WP Vigi Limited 12368748 MT Ghosts Limited 13988864 WP Fifteen Limited 13989060 MT Maryland Limited 12116627 WP Karen Pirie Limited 13813329 MT Mrs Sidhu Limited 11109287 WP LOD5 Limited 13087117 MT Murder in Provence Limited 12116457 WP LOD6 Limited 13506403 Planet Woo Limited 13087865 WP Malpractice Limited 14163547 QSP ATF Limited 12116461 WP Pembrokeshire Limited 14163654 QSP FMO Limited 13087860 WP RM Limited 14460916 QSP Ghosted Limited 11109929 WP Save Me 2 Limited 14496123 QSP Men Up Limited 12368475 WP Showtrial Limited 14458573 QSP MU Limited 12368477 WP The Suspect Limited 14462220 QSP MY Limited ITV Properties (Jersey) Limited is exempt from audit under article 113 of the Companies Act (Jersey) Law 1991 l r
### 246 ITV plc Annual Report and Accounts 2022
# ITV plc Company Financial Statements

## Statement of Financial Position

|  As at 31 December | Note | 2022 R.M. | 2021 R.M.  |
| --- | --- | --- | --- |
|  **Non-current assets**  |   |   |   |
|  Investments in subsidiary undertakings | iii | 3,224 | 3,080  |
|  Derivative financial instruments | vi | 2 | 1  |
|  Deferred tax asset |  | 3 | 3  |
|   |  | **3,229** | **3,084**  |
|  **Current assets**  |   |   |   |
|  Amounts owed by subsidiary undertakings due within one year | iv | 2,954 | 4,277  |
|  Amounts owed by subsidiary undertakings due after more than one year | iv | 96 | 527  |
|  Amounts owed by subsidiary undertakings | iv | 3,050 | 4,804  |
|  Derivative financial instruments | vi | 7 | 7  |
|  Other receivables |  | 17 | 8  |
|  Cash and cash equivalents |  | 197 | 549  |
|   |  | **3,271** | **5,368**  |
|  Borrowings | v | (279) | (281)  |
|  Amounts owed to subsidiary undertakings | iv | (2,681) | (5,026)  |
|  Accruals |  | (8) | (10)  |
|  Derivative financial instruments | vi | (8) | (8)  |
|  **Current liabilities** |  | **(2,976)** | **(5,325)**  |
|  **Net current assets** |  | **295** | **43**  |
|  Borrowings | v | (531) | (722)  |
|  Derivative financial instruments | vi | (10) | (37)  |
|  **Non-current liabilities** |  | **(541)** | **(759)**  |
|  **Net assets** |  | **2,983** | **2,368**  |
|  Share capital | vii | 403 | 403  |
|  Share premium | viii | 174 | 174  |
|  Other reserves | viii | 29 | 31  |
|  Retained earnings | viii | 2,377 | 1,760  |
|  **Total shareholders' equity** |  | **2,983** | **2,368**  |

The Company has elected to take the exemption under section 408 of the Companies Act 2006 from presenting the parent company income Statement. The Company's profit for the year was £800 million (2021: profit of £150 million).

The financial statements on pages 245 to 258 were approved by the Board of Directors on 2 March 2023 and signed on its behalf by

**Chris Kennedy** Director

ITV plc Annual Report and Accounts 2022 41

FINANCIAL STATEMENTS: ITV plc, COMPANY FINANCIAL STATEMENTS
FINANCIAL STATEMENTS ITV PLC COMPANY FINANCIAL STATEMENTS CONTINUED
## ITV plc Company Financial Statements continued
### Company Statement of Changes in Equity

|  |  | Share |  | Share |  | Other | Retained |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  | capital | premium |  |  | reserves | earnings |  | Total |
|  | Note | £m |  | £m |  | £m |  | £m | £m |
| Balance at 1 January 2022 403 17 |  |  |  |  | 31 1,760 2,368 |  |  |  |  |

Total comprehensive income for the year
Profit for the year – – – 800 800
Net loss on cash flow hedges and cost of hedging – – (2) – (2)
Total comprehensive income for the year – – (2) 800 798
Transactions with owners recorded directly in equity
Contributions by and distributions to owners
Equity dividends – – – (201) (201)
– – –
Movements due to share-based compensation 19 19
Tax on items taken directly to equity – – – (1) (1)
Total transactions with owners – – – (183) (183)
Balance at 31 December 2022 vii/viii 403 174 29 2,377 2,983

|  |  | Share |  | Share |  | Other | Retained |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  | capital | premium |  |  | reserves | earnings |  | Total |
|  | Note | £m |  | £m |  | £m |  | £m | £m |
| Balance at 1 January 2021 403 17 |  |  |  |  | 10 1,596 2,183 |  |  |  |  |

Total comprehensive income for the year
Profit for the year – – – 150 150
Net gain on cash flow hedges and cost of hedging – – 19 – 19
*
Income tax charge on other comprehensive income 2 1 3
Total comprehensive income for the year – – 21 151 172
Transactions with owners recorded directly in equity
Contributions by and distributions to owners
Equity dividends – – – – –
Movements due to share-based compensation – – – 12 12
Tax on items taken directly to equity – – – 1 1
Total transactions with owners – – – 13 13
Balance at 31 December 2021 vii/viii 403 17 31 1,760 2,368
*
* Income tax on other comprehensive income has been reallocated to the relevant reserves from Retained Earnings in the prior year.
246 ITV plc Annual Report and Accounts 2022
4 4 4
### 224488 IITTVV ppllcc Annual Report and Accounts 2022
FINANCIAL STATEMENTS NOTES TO THE ITV PLC COMPANY FINANCIAL STATEMENTS
## Notes to the ITV plc Company Financial Statements
## ITV plc Company Financial Statements continued
### Note i In this This section sets out the notes to the ITV plc Company only financial statements.
### Accounting section Those statements form the basis of the dividend decisions made by the
Directors, as explained in detail in note viii below. The notes form part of the
### policies
financial statements.
### Company Statement of Changes in Equity

|  |  | Share | Share |  | Other | Retained |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  | capital | premium |  | reserves | earnings |  | Total |  |
|  | Note | £m | £m |  | £m |  | £m | £m |  |
| Balance at 1 January 2022 403 17 |  |  |  | 31 1,760 2,368 |  |  |  |  | Basis of preparation |

Total comprehensive income for the year
Profit for the year – – – 800 800 publicly available consolidated financial statements. These financial statements were prepared in accordance with
Financial Reporting Standard 101 ‘Reduced Disclosure Framework’ (‘FRS 101’). The Company is registered in England
Net loss on cash flow hedges and cost of hedging – – (2) – (2)
and Wales.
Total comprehensive income for the year – – (2) 800 798
Transactions with owners recorded directly in equity
In preparing these financial statements, the Company applies the recognition, measurement and disclosure
Contributions by and distributions to owners
requirements of international accounting standards in conformity with the requirements of the Companies Act 2006
Equity dividends – – – (201) (201)
(‘Adopted IFRSs’), but makes amendments where necessary in order to comply with Companies Act 2006 and has
– – – set out below where advantage of the FRS 101 disclosure exemptions has been taken.
Movements due to share-based compensation 19 19
Tax on items taken directly to equity – – – (1) (1)
### Exemptions applied
Total transactions with owners – – – (183) (183)
• Presentation of a Statement of Cash Flows and related notes
Balance at 31 December 2022 vii/viii 403 174 29 2,377 2,983
• Disclosure in respect of capital management
• Disclosure of related party transactions between wholly-owned subsidiaries and parents within a group
• Disclosures required under IFRS 2 ‘Share-based payment’ in respect of group settled share based payments

|  | Share | Share | Other | Retained |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  | capital | premium | reserves | earnings |  | Total | • Disclosures required by IFRS 7 ‘Financial instruments: Disclosure’ |
| Note | £m | £m | £m |  | £m | £m |  |

• Certain disclosures required under IFRS 13 ‘Fair Value Measurement’
Balance at 1 January 2021 403 17 10 1,596 2,183 • Disclosure of information in relation to new standards not yet applied
Total comprehensive income for the year
Profit for the year – – – 150 150 The Company proposes to continue to apply the reduced disclosure framework of FRS 101 in its next financial statements.
Net gain on cash flow hedges and cost of hedging – – 19 – 19
The financial statements have been prepared on a going concern basis.
*
Income tax charge on other comprehensive income 2 1 3
Total comprehensive income for the year – – 21 151 172
### Changes in accounting policy
Transactions with owners recorded directly in equity
New accounting standards, interpretations and amendments that are effective from 1 January 2022 have not had
Contributions by and distributions to owners
significant impact on the Company’s results or Statement of Financial Position.
Equity dividends – – – – –
### Movements due to share-based compensation – – – 12 12 Accounting standards effective in future periods
Tax on items taken directly to equity – – – 1 1 The Directors have considered the impact on the Company of new and revised accounting standards, interpretations
Total transactions with owners – – – 13 13 or amendments that are not yet effective and do not expect them to have a significant impact on the Company’s
results and Statement of Financial Position.
Balance at 31 December 2021 vii/viii 403 17 31 1,760 2,368
*
* Income tax on other comprehensive income has been reallocated to the relevant reserves from Retained Earnings in the prior year. Accounting judgements and estimates
The preparation of financial statements requires management to exercise judgement in applying the Company’s
accounting policies. It also requires the use of estimates and assumptions that affect the reported amounts of
assets, liabilities, income and expenses. Actual results may differ from these estimates.
Expected credit losses on amounts due from subsidiary undertakings is considered a key source of estimation uncertainty.
### Subsidiaries
Subsidiaries are entities that are directly or indirectly controlled by the Company. Control exists where the Company
has the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
The investment in the Company’s subsidiaries is recorded at cost.
### Foreign currency transactions
Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of the
transaction. Foreign currency monetary assets and liabilities at the balance sheet date are translated into sterling
at the rate of exchange ruling at that date. Foreign exchange differences arising on translation are recognised in the
profit and loss account. Non-monetary assets and liabilities measured at historical cost are translated into sterling
at the rate of exchange on the date of the transaction.
### Borrowings
Borrowings are recognised initially at fair value including directly attributable transaction costs, with subsequent
measurement at amortised cost using the effective interest rate method. The difference between initial fair value
and the redemption value is recorded in the profit and loss account over the period of the liability on an effective
interest basis.

|  |  |  | ITV plc Annual Report and Accounts 2022 |  | 247 |
| --- | --- | --- | --- | --- | --- |
|  | 4 4 4 | The Company is a qualifying entity as it is a member of the ITV plc Group where ITV plc, the ultimate parent prepares |  |  |  |
| 224488 IITTVV ppllcc Annual Report and Accounts 2022 |  |  |  | IITTVV ppllcc Annual Report and Accounts 2022 224499 |  |

FINANCIAL STATEMENTS NOTES TO THE ITV PLC COMPANY FINANCIAL STATEMENTS CONTINUED
## Notes to the ITV plc Company Financial Statements continued
### Derivatives and other financial instruments
The Company uses a limited number of derivative financial instruments to hedge its exposure to fluctuations in
interest and other foreign exchange rates. The Company does not hold or issue derivative instruments for
speculative purposes.
Derivative financial instruments are initially recognised at fair value and are subsequently remeasured at fair value
with the movement recorded in the profit and loss account within net financing costs, except where derivatives
qualify for cash flow hedge accounting. In this case, the effective portion of cash flow hedge is recognised in other
reserves within equity. The cumulative gain or loss is later reclassified to the profit and loss account in the same
period as the relevant hedged transaction is realised. Derivatives with positive fair values are recorded as assets and
negative fair values as liabilities.
The fair value of foreign currency forward contracts is determined by using the difference between the contract
exchange rate and the quoted forward exchange rate at the balance sheet date.
The fair value of interest rate swaps is the estimated amount that the Company would receive or pay to terminate
the swap at the balance sheet date, taking into account current interest rates and the current creditworthiness of
swap counterparties.
Third-party valuations are used to fair value the Company’s derivatives. The valuation techniques use inputs such as
interest rate yield curves and currency prices/yields, volatilities of underlying instruments and correlations between
inputs. For financial assets and liabilities classified at fair value through profit or loss, the fair value change and
interest income/expense are not separated.
### Current tax
Current tax is the expected tax payable or receivable on the taxable income or loss for the year and any adjustment in
respect of previous years.
The Company recognises liabilities for anticipated tax issues based on estimates of the additional taxes that are
likely to become due, which requires judgement. Amounts are accrued based on management’s interpretation of
specific tax law and the likelihood of settlement. Where the final tax outcome of these matters is different from the
amounts that were initially recorded, such differences will impact the current tax and deferred tax provisions in the
period in which such determination is made.
### Deferred tax
The tax charge for the period is recognised in the Income Statement or directly in equity according to the accounting
treatment of the related transaction.
Deferred tax arises due to certain temporary differences between the carrying amount of assets and liabilities for
financial reporting purposes and those for taxation purposes. The amount of deferred tax provided is based on the
expected manner of realisation or settlement of the carrying amount of assets and liabilities. A deferred tax asset is
recognised only to the extent that it is probable that sufficient taxable profit will be available to utilise the temporary
difference. Recognition of deferred tax assets therefore involves judgement regarding timing and level of future
taxable income.
### Share-based compensation
The Company utilises share award schemes as part of its employee remuneration packages, and therefore operates
a number of share-based compensation schemes, namely the Deferred Share Award (DSA), Performance Share Plan
(PSP), Long Term Incentive Plan (LTIP) and Save As You Earn (SAYE) schemes.
A transaction will be classed as share-based compensation where the Company receives services from employees
and pays for these in shares or similar equity instruments. If the Company incurs a liability based on the price or value
of the shares, this will also fall under a share-based transaction. The Company recognises the retained earnings
impact of the share-based compensation for the Group as awards are settled in ITV plc shares. The cost of providing
those awards is recognised as a cost of investment to the subsidiaries that receive the service from employees.
The fair value of the equity instrument granted is measured at grant date and spread over the vesting period via a
charge to the Income Statement with a corresponding increase in equity. The fair value of the share options and
awards is measured using either market price at grant date or, for the SAYE scheme, a Black–Scholes model, taking
into account the terms and conditions of the individual scheme.
Vesting conditions are limited to service conditions and performance conditions. For performance-based schemes,
the relevant performance measures are projected to the end of the performance period in order to determine the
number of options expected to vest. The estimate is then used to determine the option fair value, discounted to
present value. The Company revises its estimates of the number of options that are expected to vest, including an
estimate of forfeitures at each reporting date. The impact of the revision to original estimates, if any, is recognised in
the Income Statement, with a corresponding adjustment to equity.
248 ITV plc Annual Report and Accounts 2022
### 225500 IITTVV ppllcc Annual Report and Accounts 2022
Exercises of share options granted to employees can be satisfied by market purchase or issue of new shares. No new shares may be issued to satisfy exercises under the terms of the DSA. During the year, all exercises were satisfied by using shares held in the ITV Employees' Benefit Trust. The Trust is accounted for as a separate entity and therefore is only accounted for in the consolidated financial statements.

#### **Dividends to shareholders**

Dividends payable to shareholders are recognised through equity on the earlier of their approval by the Company's shareholders or their payment. Dividends are distributed based on the realised distributable reserves (within retained earnings) of ITV plc (Company) and not based on the Group's retained earnings.

Two (2021: two) Directors of ITV plc (i.e. the Executive Directors) were employees of the Company during the year, both of whom remain employed at the year end. The costs relating to these Directors are disclosed in the Remuneration Report.

#### **Share-based payments**

The weighted average share price of share options exercised during the year was 50.6 pence (2021: 72.3 pence) (excluding nil priced share options). The options outstanding at the year end have an exercise price in the range of nil to 150.61 pence (2021: nil to 162.55 pence) and a weighted average contractual life of two years (2021: two years) for all the schemes in place for the Group.

The carrying value at 31 December 2022 was £3,224 million (2021: £3,080 million). The increase in investments in subsidiary undertakings by £144 million is due to the Company capitalising a loan due from another Group company.

The carrying value of the Company's investments in subsidiary undertakings is assessed for impairment on an annual basis. Determining whether the carrying amount has any indication of impairment requires judgement. In testing for impairment, estimates are used in deriving cash flows and the discount rates. The estimation process is complex due to the inherent risks and uncertainties associated with long-term forecasting. The outcome of the value in use calculation including borrowings supports the carrying value of the investment in subsidiary undertakings and net amounts owed from subsidiary undertakings with headroom of over £3 billion (2021: £5 billion).

Due to the significant headroom, there is no reasonably possible scenario that would result in a material adjustment to the amounts reported in the financial statements.

The Company's review resulted in no impairment for 2022 (2021: no impairment).

The principal subsidiary undertakings are listed on page 255.

The Company operates an intra-group cash pool policy with certain 100% owned UK subsidiaries. The pool applies to bank accounts where there is an unconditional right of set off and involves the daily closing cash position for participating subsidiaries whether positive or negative, being cleared to £nil via daily bank transfers to/from ITV plc. These daily transactions create a corresponding intercompany creditor or debtor, which can result in significant movements in amounts owed to and from subsidiary undertakings in the Company balance sheet. Interest is payable on intra-group cash pool balances at 0.5% above base rate per annum and the balances are repayable on demand. Other loans to subsidiary undertakings are repayable according to contractual terms. The classification of balances as due after more than one year is based on the intention of when the balances are expected to be settled rather than the contractual terms.

The credit risk management practices of the Company include internal review and reporting of the historical credit losses and forward-looking data. The Company applies the IFRS 9 simplified approach in measuring expected credit losses, which use a lifetime expected credit loss allowance for amounts due from subsidiary undertakings, and other receivables.

To measure expected credit losses, amounts due from subsidiary undertakings, and other receivables have been grouped by shared credit risk characteristics. In addition to the expected credit losses, the Company may make additional provisions for particular receivables if deterioration of the financial position is observed.

During the year, the Company provided for £192 million (2021: £17 million) of doubtful debts for amounts owed by its subsidiary undertakings. £11 million was written back to the Income Statement for provisions of doubtful debts no longer required.

The recoverability of the amounts owed by subsidiary undertakings is assessed on an annual basis or more frequently when an indication of impairment exists. Determining whether there is an indication of impairment requires judgement as the assessment is based on either net assets of the undertaking or forecast future performance.

#### **Note ii Employees and share-based payments**

#### **Note iii Investments in subsidiary undertakings**

#### **Note iv Amounts owed (to)/from subsidiary undertakings**

ITV plc Annual Report and Accounts 2022 49

FINANCIAL STATEMENTS WORLD TO BEETFUL COMPANY FINANCIAL STATEMENTS (2021) PAGE 49
FINANCIAL STATEMENTS NOTES TO THE ITV PLC COMPANY FINANCIAL STATEMENTS CONTINUED
## Notes to the ITV plc Company Financial Statements continued
The Directors manage the Group’s capital structure as disclosed in section 4 to
### Note v Keeping
the consolidated financial statements. Borrowings, cash and derivative financial
### Net debt it simple
instruments are mainly held by ITV plc and disclosed in these Company
financial statements.
### Cash and cash equivalents
At 31 December 2022, the Company has a cash position of £197 million (2021: £549 million).
### Loans and facilities due within one year
In January 2022, the Company entered into a new syndicated £500 million Revolving Credit Facility (‘RCF’) to meet
short-term funding requirements, of which £50 million was drawn at 31 December 2022. The original terms of the RCF
ran until January 2027; however, ITV plc took the opportunity to give notice to extend for one year, pushing current expiry
out to 2028. (There is a further extension opportunity in 2024, which means that facility could potentially provide funding
out to 2029). The financial covenants in the new RCF are the same as those that applied to the previous RCF. In addition,
there are ESG targets linked to the delivery of ITV’s science-based carbon emissions targets.
The €335 million Eurobond was repaid in September 2022.
The €259 million Eurobond, at a fixed coupon of 2.0%, matures in December 2023 (the principal and final interest
payment having been fully hedged with FX forward rate agreements).
### Loans and loan notes due after one year
The Company has the following Eurobond in issue:
• €600 million at a fixed coupon of 1.375%, which matures in September 2026 has been swapped back to sterling
(£533 million) using a number of cross-currency interest rate swaps. The resulting fixed rate payable in sterling
is c.2.9%.
See section 4.1 of the Group Notes for further details of borrowings and available facilities.

| Note vi | What is the value of our derivative financial instruments? |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
| Managing |  | Assets |  | Liabilities |  |
|  |  |  | 2022 |  | 2022 |
| market risks: |  |  | £m |  | £m |
| derivative | Current |  |  |  |  |

Foreign exchange forward contracts and swaps – fair value through profit or loss 7 (7)
### financial
Foreign exchange forward contracts and swaps – cash flow hedges – (1)
### instruments
Non-current
Cross-currency interest swaps – cash flow hedges – (8)
Foreign exchange forward contracts and swaps – fair value through profit or loss 2 (2)
9 (18)

| Assets |  | Liabilities |  |
| --- | --- | --- | --- |
|  | 2021 |  | 2021 |
|  | £m |  | £m |

Current
*
Foreign exchange forward contracts and swaps – fair value through profit or loss 7 (8)
Non-current
Cross-currency interest swaps – cash flow hedges – (36)
Foreign exchange forward contracts and swaps – fair value through profit or loss 1 (1)
8 (45)
* 2021 has been updated from prior year to better reflect the foreign exchange forward contracts and swaps between the Company and its subsidiaries
250 ITV plc Annual Report and Accounts 2022
### 225522 IITTVV ppllcc Annual Report and Accounts 2022
FINANCIAL STATEMENTS NOTES TO THE ITV PLC COMPANY FINANCIAL STATEMENTS CONTINUED
## Notes to the ITV plc Company Financial Statements continued
The Company employs cross-currency interest rate swaps to exchange the principal and interest coupons in a debt
instrument from one currency to another.
### Currency risk
The Directors manage the Group’s capital structure as disclosed in section 4 to
Note v Keeping The Company’s foreign exchange policy is to use forward foreign exchange contracts and cross-currency interest
the consolidated financial statements. Borrowings, cash and derivative financial
Net debt it simple rate swaps both to manage foreign currency cash flow timing differences and to hedge foreign currency denominated
instruments are mainly held by ITV plc and disclosed in these Company
monetary items.
financial statements.
### Cash flow hedges
In order to fix the sterling cash outflows associated with the commitments and interest payments – which are mainly
denominated in euros – the Company has taken out forward foreign exchange contracts and cross-currency interest
Cash and cash equivalents rate swaps for the same foreign currency amount and maturity date as the expected foreign currency outflow.
At 31 December 2022, the Company has a cash position of £197 million (2021: £549 million).
The amount recognised in other comprehensive income during the period all relates to the effective portion of the
revaluation loss associated with these contracts. There was less than £3 million (2021: less than £1 million)
### Loans and facilities due within one year
*
ineffectiveness taken to the Income Statement and £37 million cumulative gain (2021: £32 million cumulative loss )
In January 2022, the Company entered into a new syndicated £500 million Revolving Credit Facility (‘RCF’) to meet
recycled to the Income Statement in the year.
short-term funding requirements, of which £50 million was drawn at 31 December 2022. The original terms of the RCF
ran until January 2027; however, ITV plc took the opportunity to give notice to extend for one year, pushing current expiry
Under IFRS 9, the Company has adopted the ‘cost of hedging’ approach which allows the recognition of the value of
out to 2028. (There is a further extension opportunity in 2024, which means that facility could potentially provide funding
the currency basis at inception of the hedge to be recorded on the Statement of Financial Position and amortised
out to 2029). The financial covenants in the new RCF are the same as those that applied to the previous RCF. In addition,
through net financing costs in the Income Statement over the life of the bond. Any mark-to-market change in fair
there are ESG targets linked to the delivery of ITV’s science-based carbon emissions targets.
value of the currency basis is recognised in ‘cost of hedging’ in the Statement of Comprehensive Income.
The €335 million Eurobond was repaid in September 2022. * 2021 has been updated from prior year to better reflect the amounts reclassified from the Consolidated Statement of Comprehensive Income to the
Consolidated Income Statement
The €259 million Eurobond, at a fixed coupon of 2.0%, matures in December 2023 (the principal and final interest
payment having been fully hedged with FX forward rate agreements).
### Loans and loan notes due after one year
The Company has the following Eurobond in issue:
• €600 million at a fixed coupon of 1.375%, which matures in September 2026 has been swapped back to sterling
(£533 million) using a number of cross-currency interest rate swaps. The resulting fixed rate payable in sterling
is c.2.9%.
See section 4.1 of the Group Notes for further details of borrowings and available facilities.

| Note vi | What is the value of our derivative financial instruments? |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
| Managing |  | Assets |  | Liabilities |  |
|  |  |  | 2022 |  | 2022 |
| market risks: |  |  | £m |  | £m |
| derivative | Current |  |  |  |  |

Foreign exchange forward contracts and swaps – fair value through profit or loss 7 (7)
### financial
Foreign exchange forward contracts and swaps – cash flow hedges – (1)
### instruments
Non-current
Cross-currency interest swaps – cash flow hedges – (8)
Foreign exchange forward contracts and swaps – fair value through profit or loss 2 (2)
9 (18)

| Assets |  | Liabilities |  |
| --- | --- | --- | --- |
|  | 2021 |  | 2021 |
|  | £m |  | £m |

Current
*
Foreign exchange forward contracts and swaps – fair value through profit or loss 7 (8)
Non-current
Cross-currency interest swaps – cash flow hedges – (36)
Foreign exchange forward contracts and swaps – fair value through profit or loss 1 (1)
8 (45)
* 2021 has been updated from prior year to better reflect the foreign exchange forward contracts and swaps between the Company and its subsidiaries
ITV plc Annual Report and Accounts 2022 251
### 225522 IITTVV ppllcc Annual Report and Accounts 2022 IITTVV ppllcc Annual Report and Accounts 2022 225533
FINANCIAL STATEMENTS NOTES TO THE ITV PLC COMPANY FINANCIAL STATEMENTS CONTINUED
## Notes to the ITV plc Company Financial Statements continued
### Undiscounted financial liabilities
The Company is required to disclose the expected timings of cash outflows for each of its derivative financial
liabilities. The amounts disclosed in the table are the contractual undiscounted cash flows (including interest), so will
not always reconcile with the amounts disclosed on the Statement of Financial Position.
Total

|  |  |  |  |  |  | Carrying |  | contractual |  | Less than |  |  | Between |  |  | Between |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  | value | cash flows |  |  | 1 year | 1 and 2 years |  |  | 2 and 5 years |  |  | Over 5 years |  |
| A t | 3 1 D | e c e | m b e | r 2 0 | 2 2 * |  | £m |  | £m |  | £m |  |  | £m |  |  | £m |  | £m |

Non-current and current
Foreign exchange forward contracts
and swaps – cash flow hedges *
A t 3 1 D e c e m b e r 2 0 2 2
Inflow – 233 233 – – –
Outflow (1) (236) (236) – – –
Cross-currency swaps – cash flow
hedges
Inflow – 560 7 7 546 –
Outflow (8) (596) (16) (16) (564) –
Foreign exchange forward contracts
and swaps – fair value through profit
or loss
Inflow 9 570 403 136 31 –
Outflow (9) (570) (403) (136) (31) –
(9) (39) (12) (9) (18) –
Total

|  |  |  |  |  |  | Carrying |  | contractual |  | Less than |  |  | Between |  |  | Between |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  | value | cash flows |  |  | 1 year | 1 and 2 years |  |  | 2 and 5 years |  |  | Over 5 years |  |
| A t | 3 1 D | e c e | m b e | r 2 0 | 2 1 * |  | £m |  | £m |  | £m |  |  | £m |  |  | £m |  | £m |

Non-current and current
Cross-currency swaps – cash flow
hedges *
A t 3 1 D e c e m b e r 2 0 2 1
Inflow – 539 7 7 525 –
Outflow (36) (612) (16) (16) (580) –
Foreign exchange forward contracts
and swaps – fair value through profit
**
or loss
Inflow 8 667 569 98 – –
Outflow (9) (666) (568) (98) – –
(37) (72) (8) (9) (55) –
* The Company is jointly and severally liable for VAT at 31 December 2022 of £35 million (31 December 2021: £53 million)
** 2021 has been updated from prior year to better reflect the foreign exchange forward contracts and swaps between the Company and its subsidiaries
Allotted, issued
### Note vii
and fully paid
2022 & 2021
### Share capital
£m
Allotted, issued and fully paid ordinary shares of 10 pence each 403
Total 403
The Company’s ordinary shares give shareholders equal rights to vote, receive dividends and to the repayment of capital.
252 ITV plc Annual Report and Accounts 2022
### 225544 IITTVV ppllcc Annual Report and Accounts 2022
FINANCIAL STATEMENTS NOTES TO THE ITV PLC COMPANY FINANCIAL STATEMENTS CONTINUED
## Notes to the ITV plc Company Financial Statements continued
ITV plc is a non-trading investment holding company and derives its profits from
### Note viii Keeping
dividends paid by subsidiary companies.
### Equity and it simple
The Directors consider the Company’s capital structure and dividend policy at
### dividends
### Undiscounted financial liabilities least twice a year ahead of announcing results and do so in the context of its
The Company is required to disclose the expected timings of cash outflows for each of its derivative financial ability to continue as a going concern, to execute the strategy and to invest in
liabilities. The amounts disclosed in the table are the contractual undiscounted cash flows (including interest), so will opportunities to grow the business and enhance shareholder value.
not always reconcile with the amounts disclosed on the Statement of Financial Position.
The dividend policy is influenced by a number of the principal risks as identified

|  |  |  |  |  | Total |  |  |  |  |  |  |  |  |  |  | on pages 75 to 84 that could have a negative impact on the performance |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  | Carrying |  | contractual |  | Less than |  |  | Between |  |  | Between |  |  |  | of the Company. |
|  |  |  | value | cash flows |  |  | 1 year | 1 and 2 years |  |  | 2 and 5 years |  |  | Over 5 years |  |  |
| AAtt 3311 DDeecceemmbbeerr 22002222 | ** |  | £m |  | £m |  | £m |  |  | £m |  |  | £m |  | £m |  |

In determining the level of dividend in any year, the Directors follow the dividend
Non-current and current policy and also consider a number of other factors that influence the proposed
Foreign exchange forward contracts dividend and dividend policy, including:
and swaps – cash flow hedges
• The level of retained distributable reserves in ITV plc the Company
Inflow – 233 233 – – –
• Availability of cash resources (as disclosed in note 4.1 to the consolidated
Outflow (1) (236) (236) – – –
financial statements) and
Cross-currency swaps – cash flow
• Future cash commitments and investment plans, to deliver the Company’s
hedges
long-term strategic plan
Inflow – 560 7 7 546 –
• Consideration of the factors underlying the Directors’ viability assessment and
Outflow (8) (596) (16) (16) (564) –
• The future availability of funds required to meet longer-term obligations
Foreign exchange forward contracts
including pension commitments.
and swaps – fair value through profit
or loss
Inflow 9 570 403 136 31 –
### Equity
Outflow (9) (570) (403) (136) (31) –
The retained earnings reserve includes profit after tax for the year of £800 million (2021: £150 million), which includes
(9) (39) (12) (9) (18) –
dividends of £980 million from subsidiaries in 2022 (2021: £200 million).
During the year, the Company provided for £192 million (2021: £17 million) of doubtful debts for amounts owed by its
Total
subsidiary undertakings. £11 million was written back to the Income Statement for provisions of doubtful debts no

|  |  | Carrying |  | contractual |  | Less than |  |  | Between |  |  | Between |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  | value | cash flows |  |  | 1 year | 1 and 2 years |  |  | 2 and 5 years |  |  | Over 5 years |  | longer required. |
| AAtt 3311 DDeecceemmbbeerr 22002211 | ** |  | £m |  | £m |  | £m |  |  | £m |  |  | £m |  | £m |  |
| Non-current and current |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | The recoverability of the amounts owed by subsidiary undertakings is assessed on an annual basis or more frequently |

when an indication of impairment exist. Determining whether there is an indication of impairment requires judgement
Cross-currency swaps – cash flow
as the assessment is based on either net assets of the undertaking or forecast future performance.
hedges
Inflow – 539 7 7 525 –
The share premium of £174 million remains unchanged in the year. Other reserves of £29 million (2021: £31 million)
Outflow (36) (612) (16) (16) (580) –
comprises Merger reserves of £36 million (2021: £36 million) which relate to share buybacks in prior periods and
Foreign exchange forward contracts
Translation reserves with net losses of £7 million (net losses of £5 million) which relate to cash flow hedges and cost
and swaps – fair value through profit
of hedging.
**
or loss
### Inflow 8 667 569 98 – – Dividends
Outflow (9) (666) (568) (98) – – Reflecting ITV’s strong operational and financial performance in the year, and in line with previous guidance, the Board
(37) (72) (8) (9) (55) – proposes a final dividend of 3.3p, giving a full year dividend of 5.0p per share. In 2022, £201 million of dividends were paid
(2021: £nil), representing a final 2021 dividend of 3.3p per share and an interim 2022 dividend of 1.7p per share.
* The Company is jointly and severally liable for VAT at 31 December 2022 of £35 million (31 December 2021: £53 million)
** 2021 has been updated from prior year to better reflect the foreign exchange forward contracts and swaps between the Company and its subsidiaries
A contingent liability is a liability that is not sufficiently certain to qualify for
### Note ix Keeping
recognition as a provision where uncertainty may exist regarding the outcome of
### Contingent it simple
future events.
Allotted, issued
### Note vii liabilities
and fully paid
2022 & 2021
### Share capital
£m
Allotted, issued and fully paid ordinary shares of 10 pence each 403
Total 403
As reported in our interim financial statements, on 12 July 2022, the UK Competition and Markets Authority (CMA)
opened an investigation into certain conduct of ITV and other named companies in the sector relating to the
The Company’s ordinary shares give shareholders equal rights to vote, receive dividends and to the repayment of capital.
production and broadcasting of sports content in the United Kingdom. The investigation is at an early stage and it is
not currently possible to reliably quantify any liability that might result from the investigation. ITV is committed to
complying with competition law and is cooperating with the CMA’s enquiries.
Under a Group registration, the Company is jointly and severally liable for VAT at 31 December 2022 of £35 million
(31 December 2021: £53 million). The Company has guaranteed certain performance and financial obligations of
subsidiary undertakings.
ITV plc Annual Report and Accounts 2022 253
### 225544 IITTVV ppllcc Annual Report and Accounts 2022 IITTVV ppllcc Annual Report and Accounts 2022 225555
FINANCIAL STATEMENTS

Notes to the ITV plc Company Financial Statements continued

# Note x

# Capital and

# other

# commitments

There are contingent liabilities in respect of certain litigation and guarantees, broadcasting issues, and in respect of warranties given in connection with certain disposals of businesses. None of these items is expected to have a material effect on the Company's results or financial position.

The Company enters into guarantee contract to guarantee the performance and/or financial obligations of other companies within the Group. In this respect, the Company treats these guarantee contracts as a contingent liability until it becomes probable that the Company will be required to make a payment under the relevant guarantee.

The Company has a £300 million bilateral loan facility which matures on 30 June 2026. Utilisation requests are subject to the lender's ability to source ITV Credit Default Swaps (CDS) in the market at the time the utilisation request is made. The facility remains free of financial covenants. At 31 December 2021 £152 million of the facility was utilised as a letter of credit to support the Group's asset-backed pension scheme arrangement in respect of the defined benefit pension scheme. This pension scheme arrangement has been renewed in the period and the letter of credit has been released. At 31 December 2022, the facility was undrawn.

There are no capital commitments at 31 December 2022 (2021: none).

# Note xi

# Related party transactions

# Keeping it simple

The related parties identified by the Directors include amounts owed to and from subsidiary undertakings that are not wholly owned within the Group as well as transactions with key management. The Company is a holding company with no commercial activity.

To enable the users of the financial statements to form a view about the effects of related party relationships on the Company, we disclose the Company's transactions with those during the year.

# Transactions with subsidiary undertakings that are not wholly owned

The amounts owed by and to these related parties at the year end were:

|   | 2022 £m | 2021 £m  |
| --- | --- | --- |
|  Amounts owed by subsidiary undertakings that are not wholly owned | 55 | 191  |
|  Amounts owed to subsidiary undertakings that are not wholly owned | (4) | (8)  |

Amounts owed by subsidiary undertakings that are not wholly owned relate mainly to funding provided to production companies in our Studios division.

Amounts owed to subsidiary undertakings that are not wholly owned, relate mainly to amounts owed to 3sixtymedia Limited and ITV Studios France S.A.S.

* 2022 has been updated as follows. Amounts owed by subsidiary undertakings that are not wholly owned was previously £200 million and amounts owed to subsidiary undertakings that are not wholly owned was previously £5 million.

# Transactions with key management personnel

Key management consists of ITV plc Executive Directors.

Key management personnel compensation, on an accounting basis, is as follows:

|   | 2022 £m | 2021 £m  |
| --- | --- | --- |
|  Short-term employee benefits | 3 | 4  |
|  Share-based compensation | 3 | 2  |
|   | 6 | 6  |

Total emoluments and gains on share options received by key management personnel in the year were:

|   | 2022 £m | 2021 £m  |
| --- | --- | --- |
|  Emoluments | 3 | 2  |
|  Gains on exercise of share options | 6 | 2  |
|   | 3 | 4  |

34

ITV plc Annual Report and Accounts 2022
FINANCIAL STATEMENTS SUBSIDIARY UNDERTAKINGS AND INVESTMENTS
### Subsidiary undertakings and investments
### Principal subsidiary undertakings
The principal subsidiary undertakings of the Company at 31 December 2022, all of which are wholly owned (directly or indirectly) and
incorporated and registered where stated.
Company Name Country Principal Business Activity % Holding
Carlton Communications Limited* (1)(a)(d) UK Holding company 100
ITV Broadcasting Limited (1)(a) UK Broadcast of television programmes 100
ITV Consumer Limited (1)(a) UK Development of platforms, broadband, transactional and mobile services 100
ITV Digital Channels Limited (1)(a) UK Operation of digital television channels 100
ITV Studios Global Distribution Limited (1)(a) UK Rights ownership and distribution of television programmes and films 100
ITV Network Limited (1)(i) UK Scheduling and commissioning of television programmes 100
ITV Rights Limited (1)(a) UK Rights ownership 100
ITV Services Limited (1)(a)(e) UK Provision of services for other companies within the Group 100
ITV Studios Limited (1)(a) UK Production of television programmes 100
ITV2 Limited (1)(a) UK Operation of digital television channels 100
SDN Limited (1)(a) UK Operation of Freeview Multiplex A 100
ITV Studios Holding B.V. (41)(a) Netherlands Production of television programmes 100
ITV America Inc. (30)(j) USA Production of television programmes 100
ITV Global Entertainment, Inc. (30)(j) USA Rights ownership and distribution of television programmes and films 100
Southbank Studios Inc. (30)(j) USA Production of television programmes 100
### Wholly‑owned subsidiary undertakings

| Company Name Country % Holding | Company Name Country % Holding |
| --- | --- |
| 12 Yard Productions (Investments) Limited (1)(a) UK 100 | Granada Film Productions Limited (1)(a) UK 100 |
| 12 Yard Productions Limited (1)(a) UK 100 | Granada Group Limited (1)(a) UK 100 |
| A.C.E. (1988) Limited (1)(a) UK 100 | Granada Limited (1)(a) UK 100 |
| Back Productions Limited (7)(a) UK 100 | Granada Media Limited (1)(a)(l) UK 100 |
| Big Talk Alone Limited (1)(a) UK 100 | Granada Screen (2005) Limited (1)(a) UK 100 |
| Big Talk Cold Feet Limited (1)(a) UK 100 | Granada Television Limited (1)(a) UK 100 |
| Big Talk Friday Limited (1)(a) UK 100 | Granada Television Overseas Limited (1)(a) UK 100 |
| Big Talk Goes Wrong Limited (1)(a) UK 100 | Granada UK Rental and Retail Limited (1)(a)(e) UK 100 |
| Big Talk Horseface Limited (1)(a) UK 100 | Harlots Limited (1)(a) UK 100 |
| Big Talk I Hate You Limited (1)(a) UK 100 | Interactive Telephony Limited (1)(a) UK 100 |
| Big Talk Investments Limited (1)(a) UK 100 | International Television Enterprises London Limited |
| Big Talk Living the Dream Limited (1)(a) UK 100 | (1)(a)(d) UK 100 |
| Big Talk Offenders Limited (1)(a) UK 100 | ITC Distribution (1)(a) UK 100 |
| Big Talk Peacock Limited (1)(a) UK 100 | ITC Entertainment Group Limited (1)(a) UK 100 |
| Big Talk Pictures Limited (1)(a) UK 100 | ITC Entertainment Holdings Limited (1)(a) UK 100 |
| Big Talk Productions Limited (1)(a) UK 100 | ITV (Scotland) Limited (20)(a) UK 100 |
| Boom Cymru TV Ltd (5)(a) UK 100 | ITV 112 Limited (9)(a) UK 100 |
| Boom Pictures Limited (1)(a) UK 100 | ITV AdVentures Limited (1)(a) UK 100 |
| Box Clever Technology Limited (1)(a) UK 100 | ITV Alder Limited (1)(a) UK 100 |
| Box Clever Trustees Limited (83)(a) UK 100 | ITV Archie Limited (1)(a) UK 100 |
| Broad Street Films Limited (1)(a) UK 100 | ITV Barking Limited (1)(a) UK 100 |
| Button Hall Productions (1)(a) UK 100 | ITV Border Limited (1)(a) UK 100 |
| Campania Limited (1)(a)(k) UK 100 | ITV Breakfast Broadcasting Limited (1)(a) UK 100 |
| Carbon Media Limited (1)(a) UK 100 | ITV Breakfast Limited (1)(a) UK 100 |
| Carlton Active Limited (1)(a) UK 100 | ITV Central Limited (1)(a) UK 100 |
| Carlton Cinema Limited (1)(a) UK 100 | ITV DC Trustee Limited (1)(a) UK 100 |
| Carlton Content Holdings Limited (1)(a) UK 100 | ITV Digital Holdings Limited (1)(a) UK 100 |
| Carlton Film Distributors Limited (1)(a) UK 100 | ITV Duneen Limited (1)(a) UK 100 |
| Carlton Finance Limited (1)(a) UK 100 | ITV Enterprises Limited (1)(a) UK 100 |
| Carlton Food Network Limited (1)(a) UK 100 | ITV Holdings Limited (1)(a) UK 100 |
| Carlton Programmes Development Limited (1)(a) UK 100 | ITV International Channels Limited (1)(a) UK 100 |
| Carlton Screen Advertising (Holdings) Limited (1)(a) UK 100 | ITV Investments Limited* (1)(a) UK 100 |
| Carltonco 99 Limited (1)(a) UK 100 | ITV LTVC (Scotland) Limited (20)(a) UK 100 |
| Carltonco Eighty‑One Limited (1)(a)(b) UK 100 | ITV Maternal Limited (1)(a) UK 100 |
| Carltonco Fifty Limited (1)(a)(k) UK 100 | ITV Meridian Limited (1)(a) UK 100 |
| Carltonco Forty‑Five Limited (1)(a) UK 100 | ITV Nightingale Limited (1)(a) UK 100 |
| Carltonco Ninety‑Six (1)(a)(f) UK 100 | ITV Nolly Limited (1)(a) UK 100 |
| Carltonco Seventeen Limited (1)(a) UK 100 | ITV Pension Scheme Limited (1)(a)(b) UK 100 |
| Castlefield Properties Limited (1)(a) UK 100 | ITV POS Limited (1)(a) UK 100 |
| Cat’s on the Roof Media Limited (1)(a) UK 100 | ITV Properties (Developments) Limited (1)(a) UK 100 |
| Central Television Limited (1)(a) UK 100 | ITV Ralph and Katie Limited (1)(a) UK 100 |
| Channel Television Holdings Limited (1)(a) UK 100 | ITV RE Limited (1)(a) UK 100 |
| Cirkus Limited (10)(a) UK 100 | ITV Shetland Limited (1)(a) UK 100 |
| Cloth Cat LBB Limited (5)(a) UK 100 | ITV Spy Limited (1)(a) UK 100 |
| Cosgrove Hall Films Limited (1)(a) UK 100 | ITV Studios (Israel) Limited (1)(a) UK 100 |
| Crook Productions Limited (1)(a) UK 100 | ITV Supplementary Pension Scheme Limited (1)(a) UK 100 |
| Cynhyrchiadau Boomerang Cyf (5)(a) UK 100 | ITV TFG Holdings Limited (1)(a) UK 100 |
| Double Double Limited (1)(a) UK 100 | ITV The Bay Limited (1)(a) UK 100 |
| Electronic Rentals Group (1)(a) UK 100 | ITV The Reckoning Limited (1)(a) UK 100 |
| EQ Pictures Limited (1)(a) UK 100 | ITV TLC Limited (1)(a) UK 100 |
| Gameface Productions Limited (1)(a) UK 100 | ITV Top Class Limited (1)(a) UK 100 |
| GIL Limited (1)(a) UK 100 | ITV Venturer Limited (1)(a) UK 100 |
| Gorilla TV Group Limited (5)(a) UK 100 | ITV Ventures Limited (1)(a) UK 100 |
| Gorilla TV Limited (5)(a) UK 100 | ITV Vera Limited (1)(a) UK 100 |
| Granada AV Solutions Limited (1)(a) UK 100 | ITV Wales & West Group Limited (1)(a) UK 100 |
| Granada Film (1)(a) UK 100 | ITV Wales & West Limited (1)(a) UK 100 |

ITV plc Annual Report and Accounts 2022 255

| FINANCIAL STATEMENTS SUBSIDIARY UNDERTAKINGS AND INVESTMENTS CONTINUED | Company Name Country % Holding |  | Company Name Country % Holding |  |
| --- | --- | --- | --- | --- |
|  | ITV WKOW Limited (1)(a) UK 100 |  | ITV SVOD Australia Pty Limited (26)(a) Australia 100 |  |
|  | ITV Y&M Limited (1)(a) UK 100 |  | Totally Full Frontal Productions Pty Limited (26)(a) Australia 100 |  |
|  | ITV3 Limited (1)(a) UK 100 |  |  | Cayman |
|  | ITV4 Limited (1)(a) UK 100 |  | ITV Holdings (Cayman) Limited (27)(a) | Islands 100 |
|  | Juice Music UK Limited (1)(a) UK 100 |  | ITV Studios Denmark Holdings Aps (73)(a) Denmark 100 |  |
|  | London News Network (1)(a) UK 100 |  | United Productions Aps (74)(a) Denmark 100 |  |
|  | London Weekend Television Limited (1)(a) UK 100 |  | ITV Studios Finland Oy (40)(a) Finland 100 |  |
|  | LWT (Holdings) Limited (1)(a)(c) UK 100 |  | Granada (Fiji) Pte Ltd. (48)(a) Fiji 100 |  |
|  | Mammoth Screen (BHR) Limited (1)(a) UK 100 |  | ITV Studios France Holdings SAS (64)(a) France 100 |  |
|  | Mammoth Screen (End) Limited (1)(a) UK 100 |  | ITV Studios TV France SAS (64)(a) France 100 |  |
|  | Mammoth Screen (End2) Limited (1)(a) UK 100 |  | Bildergarten Entertainment GmbH (55)(a) Germany 100 |  |
|  | Mammoth Screen (End6) Limited (1)(a) UK 100 |  | Bildergarten Infotainment GmbH (55)(a) Germany 100 |  |
|  | Mammoth Screen (End7) Limited (1)(a) UK 100 |  | Imago TV Film und Fernsehproduktion GmbH Germany 100 |  |
|  | Mammoth Screen (End8) Limited (1)(a) UK 100 |  | ITV Studios Germany Fiction GmbH (55)(a) Germany 100 |  |
|  | Mammoth Screen (End9) Limited (1)(a) UK 100 |  | ITV Studios Germany GmbH (28)(a) Germany 100 |  |
|  | Mammoth Screen (Evans) Limited (1)(a) UK 100 |  | ITV Studios Germany Holdings GmbH (28)(a) Germany 100 |  |
|  | Mammoth Screen (GK) Limited (1)(a) UK 100 |  | Windlight Pictures GmbH (44)(a) Germany 100 |  |
|  | Mammoth Screen (MD) Limited (1)(a) UK 100 |  | Elecrent Insurance Limited (21)(a) Guernsey 100 |  |
|  | Mammoth Screen (MD2) Limited (1)(a) UK 100 |  | ITV Studios Global Distribution (Hong Kong) Limited (58)(a)Hong Kong 100 |  |
|  | Mammoth Screen (MIE) Limited (1)(a) UK 100 |  | Armoza International Media Ltd (56)(a) Israel 100 |  |
|  | Mammoth Screen (NC) Limited (1)(a) UK 100 |  | Channel Television Limited (22)(a) Jersey 100 |  |
|  | Mammoth Screen (Pol2) Limited (1)(a) UK 100 |  | ITV London Properties Limited (23)(a) Jersey 100 |  |
|  | Mammoth Screen (Pol3) Limited (1)(a) UK 100 |  | ITV Properties (Jersey) Limited (23)(a) Jersey 100 |  |
|  | Mammoth Screen (Pol4) Limited (1)(a) UK 100 |  | ITV Studios Lebanon S.A.R.L (80)(a) Lebanon 100 |  |
|  | Mammoth Screen (Pol5) Limited (1)(a) UK 100 |  | April, May en June BV (46)(a) Netherlands 100 |  |
|  | Mammoth Screen (Poldark) Limited (1)(a) UK 100 |  | Global Music & Talent Agency B.V. (41)(a) Netherlands 100 |  |
|  | Mammoth Screen (QV) Limited (1)(a) UK 100 |  | ITV (Europe) Holdings B.V.* (41)(a) Netherlands 100 |  |
|  | Mammoth Screen (Serpent) Limited (1)(a) UK 100 |  | ITV Studios Global Entertainment B.V. (41)(a) Netherlands 100 |  |
|  | Mammoth Screen (SG) Limited (1)(a) UK 100 |  | ITV Studios Netherlands B.V. (42)(a) Netherlands 100 |  |
|  | Mammoth Screen (TJ) Limited (25)(a) UK 100 |  | ITV Studios Netherlands Content B.V. (42)(a) Netherlands 100 |  |
|  | Mammoth Screen (Tower) Limited (1)(a) UK 100 |  | ITV Studios Netherlands Drama B.V. (43)(a) Netherlands 100 |  |
|  | Mammoth Screen (VF) Limited (1)(a) UK 100 |  | ITV Studios Netherlands Holding B.V. (43)(a) Netherlands 100 |  |
|  | Mammoth Screen (Vic3) Limited (1)(a) UK 100 |  | Stitchting ‘Derdengelden’ TV Producties (41)(a) Netherlands 100 |  |
|  | Mammoth Screen (WOF) Limited (1)(a) UK 100 |  | ITV Studios Norway AS (70)(a) Norway 100 |  |
|  | Mammoth Screen (WOF2) Limited (25)(a) UK 100 |  | ITV Studios Norway Vest AS (70)(a) Norway 100 |  |
|  | Mammoth Screen (WOTW) Limited (1)(a) UK 100 |  | ITV GE (Asia) Pte Limited (77)(a) Singapore 100 |  |
|  | Mammoth Screen Ltd (1)(a) UK 100 |  | ITV Studios Spain SL (78)(a) Spain 100 |  |
|  | Metavision Limited (1)(a) UK 100 |  | ITV Scandinavia Holdings AB (59)(a) Sweden 100 |  |
|  | Millbank Studios (1)(a) UK 100 |  | ITV Studios Sweden Drama AB (59)(a) Sweden 100 |  |
|  | Monumental Television Limited (1)(a) UK 100 |  | ITV Studios Sweden AB (59)(a) Sweden 100 |  |
|  | Morning TV Limited (1)(a) UK 100 |  | ITV Studios Germany GmbH, Köln, Zweigniederlassung |  |
|  | Moving Picture Company Films Limited (1)(a) UK 100 |  | Zürich (60)(m) Switzerland 100 |  |
|  | MT Ghosts 2 Limited (1)(a) UK 100 |  | Maximum Media Production FZ‑LLC (63)(a) UAE 100 |  |
|  | MT Ghosts Limited (1)(a) UK 100 |  | ITV Studios Arabia Holding Ltd (63)(a) UAE 100 |  |
|  | MT Maryland Limited (1)(a) UK 100 |  | ITV Studios Middle East FZ‑LLC (63)(a) UAE 100 |  |
|  | MT Mrs Sidhu Limited (1)(a) UK 100 |  | ALB1819 Productions Inc. (30)(j) USA 100 |  |
|  | MT Murder in Provence Limited (1)(a) UK 100 |  | Cardinal Productions of Ohio, Inc. (30)(j) USA 100 |  |
|  | New Providence Productions Limited (1)(a) UK 100 |  | Carlton Media Company, Inc. (30)(j) USA 100 |  |
|  | Pickwick Packaging Limited (1)(a) UK 100 |  | Cranktown Productions Inc. (30)(j) USA 100 |  |
|  | Planet Woo Limited (1)(a) UK 100 |  | Critical Productions Inc (30)(j) USA 100 |  |
|  | QSP ATF Limited (1)(a) UK 100 |  | Electric Farm Entertainment Holdings Inc. (30)(j) USA 100 |  |
|  | QSP FMO Limited (1)(a) UK 100 |  | Feeding Time Productions, LLC (34)(h USA 100 |  |
|  | QSP Ghosted Limited (1)(a) UK 100 |  | Fourth State Productions Inc (35) (j) USA 100 |  |
|  | QSP Men Up Limited (1)(a) UK 100 |  | Gear Shop Inc. (30)(j) USA 100 |  |
|  | QSP MU Limited (1)(a) UK 100 |  | Grafting 101, Inc. (30)(h) USA 100 |  |
|  | QSP MY Limited (1)(a) UK 100 |  | Granada Cracker US Productions (32)(j) USA 100 |  |
|  | QSP PD Limited (1)(a) UK 100 |  | Granada Television International, Inc. (30)(j) USA 100 |  |
|  | QSP TRK Limited (1)(a) UK 100 |  | Gurney Productions, LLC (32)(h) USA 100 |  |
|  | QSP Nolly Limited (1)(a) UK 100 |  | GWC Enterprises Inc. (30)(j) USA 100 |  |
|  | QSP SO limited (1)(a) UK 100 |  | Hamdon Entertainment, Inc. (30)(j) USA 100 |  |
|  | Second Act (Grace) Limited (1)(a) UK 100 |  | High Noon Group, LLC (33)(h) USA 100 |  |
|  | Second Act Productions Limited (1)(a) UK 100 |  | High Noon Productions, LLC (33)(h) USA 100 |  |
|  | Sightseers Film Limited (1)(a) UK 100 |  | ITC Distribution, LLC (30)(h) USA 100 |  |
|  | So Television Limited (1)(a) UK 100 |  | ITC Entertainment Group, Inc (30)(j) USA 100 |  |
|  | The Addressable Platform Limited (1)(a) UK 100 |  | ITC Films, LLC (30)(h) USA 100 |  |
|  | The Garden Productions Limited (1)(a) UK 100 |  | ITC Productions, LLC (30)(h) USA 100 |  |
|  | TwoFour Broadcast Limited (3)(a) UK 100 |  | ITV Bedrock Holding, Inc. (30)(h) USA 100 |  |
|  | TwoFour Group Holdings Limited (1)(a) UK 100 |  | ITV Believe Holding, Inc. (30)(j) USA 100 |  |
|  | TwoFour Group Limited (3)(a) UK 100 |  | ITV Blumhouse Holding Inc (30)(j) USA 100 |  |
|  | UTV Limited (24)(a) UK 100 |  | ITV Diga Holding, Inc (30)(j) USA 100 |  |
|  | UTV Pension Scheme Limited (24)(a) UK 100 |  | ITV Entertainment Services Inc.( 30)(j) USA 100 |  |
|  | Westcountry Television Limited (1)(a) UK 100 |  | ITV Gurney Holding Inc. (30)(j) USA 100 |  |
|  | World of Sport Wrestling Limited (1)(a) UK 100 |  | ITV HN Holding Inc. (30)(j) USA 100 |  |
|  | Yorkshire Television Limited (1)(a) UK 100 |  | ITV International Corporation (30)(j) USA 100 |  |
|  | Zebedee Productions Limited (1)(a) UK 100 |  | ITV Leftfield Holding Inc. (30)(j) USA 100 |  |
|  | Artist Services Cable Pty Ltd (26)(a) Australia 100 |  | ITV New Form Holding Inc. (30)(j) USA 100 |  |
|  | Artist Services Investments Pty Limited (26)(a) Australia 100 |  | ITV NewTV Holding Inc. (30)(j) USA 100 |  |
|  | Artist Services Productions Pty Ltd (26)(a) Australia 100 |  | ITV Popco Holding Inc. (30)(j) USA 100 |  |
|  | Granada Media International (Australia) Pty Ltd (26)(a) Australia 100 |  | ITV Southpoint Holding Inc (30)(j) USA 100 |  |
|  | Granada Media Investments (Australia) Pty Ltd (26)(a) Australia 100 |  | ITV Studios America Inc. (30)(j) USA 100 |  |
|  | Granada Productions Pty Ltd (26)(a) Australia 100 |  | ITV Studios, Inc. (32)(j) USA 100 |  |
|  | ITV Services Pty Ltd (26)(a) Australia 100 |  | ITV Studios The Voice USA, Inc. (32)(j) USA 100 |  |
|  | ITV Studios Australia Pty Limited (26)(a) Australia 100 |  | ITV SVOD Holding Inc. (30)(j) USA 100 |  |
|  | ITV Studios Global Distribution Pty Limited (26)(a) Australia 100 |  | ITV Thinkfactory Holding Inc. (30)(j) USA 100 |  |
|  | 256 | ITV plc Annual Report and Accounts 2022 |  |  |


| Company Name Country % Holding | Company Name Country % Holding | FINANCIAL STATEMENTS SUBSIDIARY UNDERTAKINGS AND INVESTMENTS CONTINUED |
| --- | --- | --- |
| ITV Tomorrow Holding, Inc. (30)(j) USA 100 | Moving Pictures Services Inc. (30)(j) USA 100 |  |
| ITV US Holdings, Inc. (30)(j) USA 100 | Outpost Entertainment LLC, (30)(h) USA 100 |  |
| JB Entertainment Holding Company, Inc. (30)(j) USA 100 | Over the Pond Productions, Inc. (30)(j) USA 100 |  |
| Kirkstall Road Enterprises, Inc. (30)(j) USA 100 | Post 460 Inc (30)(j) USA 100 |  |
| Krewed Inc (30)(j) USA 100 | Quay Street Enterprises, Inc. (30)(j) USA 100 |  |
| Leftfield Entertainment, LLC (30)(h) USA 100 | Sandia Pictures Inc (30)(j) USA 100 |  |
| Leftfield Pictures of NY Holdings, LLC (30)(h) USA 100 | Sirens Media, LLC (30)(h) USA 100 |  |
| Leftfield Pictures of NY, LLC (30)(h) USA 100 | Solowe Productions Inc (30)(j) USA 100 |  |
| Leftfield Ventures, LLC (30)(h) USA 100 | Southsquare Productions Inc. (30)(j) USA 100 |  |
| Loud Television, LLC (30)(h) USA 100 | Thinkfactory Group, LLC (30)(h) USA 100 |  |
| LWT Enterprises Inc. (30)(j) USA 100 | Thinkfactory Media, LLC (30)(h) USA 100 |  |
| Marriage Boot Camp Reality Stars, LLC (30)(h) USA 100 | Upper Ground Enterprises, Inc. (30)(j) USA 100 |  |

### Other subsidiaries, joint ventures, associates and other significant holdings

| Company Name Country % Holding | Company Name Country % Holding |
| --- | --- |
| Absolutely Rights Limited (6)(f) UK 20 | WP Save Me 2 Limited (1)(a) UK 95 |
| That Mitchell and Webb Company Limited (7)(a) UK 20 | WP Showtrial Limited (1)(a) UK 95 |
| Broadcasters’ Audience Research Board Limited (82)(i) UK 20.6 | WP The Suspect Limited (1)(a) UK 95 |
| Live Tech Games Limited (78)(a)(e) UK 20.7 | World Productions Limited (1)(a) UK 95 |
| Route 24 Limited (17)(a) UK 24.9 | GC Films Pty Limited (26)(a) Australia 49 |
| Clearcast Limited (11)(a) UK 25 | Britbox Australia Management Pty Limited (38)(a) Australia 50 |
| DTV Services Limited (13)(a) UK 25 | ATP Post Pty Ltd (84) (a) Australia 51 |
| Genial Productions Limited (39)( a) UK 25 | ES Productions Pty Ltd (84) (a) Australia 51 |
| Koska Limited (53)(a) UK 25 | Lingo Pictures Pty Ltd (85) (a) Australia 51 |
| South Shore Productions Limited (54) (a) UK 25 | Messenger Productions Pty Ltd (84) (a) Australia 51 |
| Thinkbox TV Limited (16)(a) UK 28.58 | Prosper Productions Pty Ltd (84) (a) Australia 51 |
| Digital UK Trading Limited (13)(a) UK 33 | Queen of Oz Productions Pty Ltd (84) (a) Australia 51 |
| Freesat (UK) Limited (14)(a) UK 33 | Secrets Productions Pty Ltd (85) (a) Australia 51 |
| Independent Television News Limited (15)(a) UK 40 | Secrets 2 Productions Pty Ltd (84) (a) Australia 51 |
| Malacara Limited (5)(a) UK 49 | Upright Productions Pty Ltd (85) (a) Australia 51 |
| BritBox International Limited (81)(a) UK 50 | Upright Productions 2 Pty Ltd (84) (a) Australia 51 |
| BritBox International Trading Limited (81)(a) UK 50 | Apple Tree Productions Aps (75)(a) Denmark 51 |
| British Film‑Makers Limited (1)(a) UK 50 | 15.15 Productions SAS (71)(a) France 32.52 |
| Denipurna Limited (1)(a) UK 50 | Balina Films SAS (72)(a) France 32.52 |
| Digital 3 and 4 Limited (12)(a) UK 50 | Beaubourg Fiction SAS (72)(a) France 32.52 |
| Noho Film and Television Limited (18)(a) UK 50 | Beaubourg Stories SAS (72)(a) France 32.52 |
| Standard Music Limited (19)(a) UK 50 | Gedesel SAS (52)(a) France 32.52 |
| Tell Me Everything Limited (18)(a) UK 50 | SCI MD 60 SAS (51)(a) France 32.52 |
| Possessed Limited (1)(a) UK 51 | Funny Corp SAS (51)(a) France 33.17 |
| 3sixtymedia Limited (1)(a) UK 80 | Macondo Productions Audiovisueles SAS (51)(a) France 33.17 |
| Escapade Bidco Limited (1)(a) UK 79.5 | Tetra Media Fiction SAS (51)(a) France 50.7 |
| Magnify Content Media Ltd (1)(a) UK 79.5 | Shoot Again Productions SAS (51)(a) France 61.79 |
| Plimsoll International Ltd (1)(a) UK 79.5 | Beaubourg Audiovisuel SAS (72)(a) France 65.04 |
| Plimsoll Productions Limited (1)(a) UK 79.5 | Tangaro SAS (51)(a) France 65.04 |
| Titan Productions Ltd (1)(a) UK 79.5 | Phara Prod International SAS (51)(a) France 65.04 |
| Year on Earth Productions Ltd (1)(a) UK 79.5 | Tetra Media Studios SAS (51)(a) France 65.04 |
| OSF (Wales) Limited (5)(a) UK 85 | ITV Studios France SAS (64)(a) France 96.875 |
| Oxford Scientific Films Limited (5)(a) UK 85 | Think Cattleya Srl (37)(a) Italy 40 |
| BritBox SVOD Limited (1)(a) UK 99 | Cattleya International Srl (37)(a) Italy 51 |
| Age Before Beauty Limited (4)(a) UK 90 | Cattleya Srl (37)(a) Italy 80 |
| Gold Digger Productions Limited (4)(a) UK 90 | Radio Cattleya Srl (37)(a) Italy 80 |
| Mainstreet Pictures Limited (4)(a) UK 90 | Cattleya Producciones SL (37)(a) Spain 51 |
| Unforgotten 2 Limited (4)(a) UK 90 | Appletree Productions AC (59)(a) Sweden 51 |
| Unforgotten 3 Ltd (4)(a) UK 90 | Bedrock Entertainment LLC (30)(h) USA 40 |
| Unforgotten Productions Limited (4)(a) UK 90 | Southrock Productions LLC (30)(h) USA 40 |
| WP Anne Limited (1)(a) UK 95 | Blumhouse TV Holdings LLC (30)(h) USA 45 |
| WP Bodyguard Limited (1)(a) UK 95 | Tomorrow Friends LLC (30)(h) USA 45 |
| WP Delia Limited (1)(a) UK 95 | Work Friends LLC (30)(h) USA 45 |
| WP Diplomat Limited (1)(a) UK 95 | BBC Rights, LLC (30)(h) USA 50 |
| WP Faslane Limited (1)(a) UK 95 | Britbox, LLC (36)(h) USA 50 |
| WP Fifteen Limited (1)(a) UK 95 | Circle of Confusion Television Studios LLC (30)(h) USA 51 |
| WP Karen Pirie Limited (1)(a) UK 95 | Jaffe/ Braunstein Entertainment, LLC (31)(h) USA 51 |
| WP LOD5 Limited (1)(a) UK 95 | South Circle Productions LLC (30)(h) USA 51 |
| WP LOD6 Limited (1)(a) UK 95 | Next Steps Productions, LLC (30)(h) USA 60 |
| WP Malpractice Limited (1)(a) UK 95 | Tomorrow Studios LLC (30)(h) USA 60 |
| WP Pembrokeshire Limited (1)(a) UK 95 | Plimsoll Productions USA, Inc (86)(a) USA 79.5 |
| WP RM Limited (1)(a) UK 95 | Yellow Productions USA, Inc (86)(a) USA 79.5 |

### Memberships, Partnerships, Companies Limited by Guarantee and Branches

| Company Name Country % Holding | Company Name Country % Holding |
| --- | --- |
| ITV LTVC Scottish Limited Partnership (68)(h)** UK 100 | Britbox Australia Partnership (38)(h) Australia 50 |
| ITV Scottish Limited Partnership (68)(h)** UK 100 | Futureflip Entertainment India LLP (69)(h) India 100 |
| Producers Rights Agency Limited (66)(i) UK 50 | The Lab Television 2013 Limited Partnership (61)(a) Israel 50 |
| DTT Multiplex Operators Limited (67)(i) UK 25 | The Lab Television Limited (61)(a) Israel 50 |
| Digital UK Limited (13)(i) UK 33 | ITV Studios Limited (m)*** Spain 100 |

ITV plc Annual Report and Accounts 2022 257
FINANCIAL STATEMENTS SUBSIDIARY UNDERTAKINGS AND INVESTMENTS CONTINUED (72) 5–7 rue Saint‑Augustin, 75002, Paris, France
### Address key
(1) ITV White City, 201 Wood Lane, London W12 7RU, United Kingdom (73) DLA Piper Denmark, Radhuspladsen 4, 1550 Kobenhavn V, Denmark
(2) 218 Penarth Road, Cardiff, CF11 8NN, United Kingdom (74) Finsensvej 6E, 2000, Frederiksberg, Denmark
(3) Twofour Studios, Estover, Plymouth, Devon, PL6 7RG, United Kingdom (75) Aumento Advokatfirma, Ny Osteragde 3,4, 1101, Kobenhavn, Denmark
(4) Kingsbourne House, 229–231 High Holborn, London, WC1V 7DA, United Kingdom (76) 120 West 3rd Avenue #201, Vancouver BC V5Y 1E9, Canada
(5) Gloworks, Porth Teigr Way, Cardiff, Wales, CF10 4GA, United Kingdom (77) 101c Telok Ayer Street, Singapore 068574
(6) 18 The Glasshouse Studios, Fryern Court Road, Fordingbridge, Hampshire, SP6 (78) Calle Velaquaz 18, 6‑D, 28001 Madrid, Spain
1NG, United Kingdom (79) 3 Kings Brook Close, Rempstone, Loughborough, England, LE12 6RR
(7) 26 Nassau Street, London, W1W 7AQ, United Kingdom (80) 9th Floor, Azar Building, Sami Solh Avenue, Beiruit, Lebanon
(8) 5 New Street Square, London, EC4A 3TW, United Kingdom (81) 1 Television Centre, 101 Wood Lane, London, United Kingdom, W12 7FA
(9) Orange Tower, Media City UK, Salford M50 2HF (82) 3rd Floor, 20 Orange Street, London, United Kingdom, WC2H 7EF
(10) The Met Building, 22 Percy Street, London, W1T 2BU, United Kingdom (83) Portwall Place, Portwall Lane, Bristol, BS1 6NA
(11) 4 Roger Street, 2nd Floor, London, WC1X 2JX, United Kingdom (84) 16 Park Road North, Moore Park, NSW 2021
(12) 124 Horseferry Road, London, SW1P 2TX, United Kingdom (85) Rosenfeld Kant & Co, ‘Tower 2’, Level 24, 101 Grafton Street,
(13) Fieldfisher Riverbank House, Swan Lane, London, England, EC4R 3TT Bondi Junction, NSW 2022
(14) 23‑24 Newman Street, London, W1T 1PJ, United Kingdom (86) 15260 Ventura Boulevard, 20th Floor, Sherman Oaks, CA 91403‑5351 USA
(15) 200 Gray’s Inn Road, London, WC1X 8HF, United Kingdom
(16) Manning House, 22 Carlisle Place, London, SW1P 1JA, United Kingdom
### Interest key
(17) 325‑327 Oldfield Lane North, Greenford, Middlesex, United Kingdom, UB6 0FX
(a) Ordinary
(18) 3rd Floor 20‑22 Berkeley Square, London, United Kingdom, W1J 6EQ
(b) Deferred
(19) Roundhouse, 212 Regent’s Park Road, London, NW1 8AW, United Kingdom
(c) Special deferred
(20) Quartermile One, 15 Lauriston Place, Edinburgh, Scotland, EH3 9EP, United
(d) Redeemable preference
Kingdom
(e) Cumulative preference
(21) PO Box 230, Heritage Hall, Le Merchant Street, St Peter Port, Guernsey, GY1 4JH
(f) Cumulative redeemable preference
(22) Le Capelain House, Castle Quay, St. Helier, JE2 3EH, Jersey
(g) Convertible preference
(23) Ogier House, The Esplanade, St. Helier, JE4 9WG, Jersey
(h) Membership / Partnership
(24) City Quays 2, 8th Floor, 2 Clarendon Road, Belfast, BT1 3YD, United Kingdom
(i) Guarantee
(25) Office 306, Forsyth House, Cromac Square, Belfast, Northern Ireland, BT2 8LA,
(j) Common
United Kingdom
(k) Preference
(26) Level 4, 19 Harris Street Pyrmont NSW 2009
(l) Part Preference
(27) Ocorian Trust (Cayman) Limited, Windward 3, Regatta Office Park, PO Box 1350,
(m) Branch
Grand Cayman KY1‑1108, Cayman Islands
(28) Agrippastraße, 87‑93, 50676, Köln, Germany
* Direct subsidiary
(29) Keplerstrasse 4‑6, 10589, Berlin, Germany
** Having met the criteria under Regulation 7 of the Partnership (Account)
(30) The Corporation Trust Company, Corporate Trust Center, 1209 Orange Street,
Regulations 2008 (SI 2008/569) these Limited Partnerships have taken the
Wilmington, Newcastle, DE 19801, USA
exemption to deliver accounts to the Registrar of Companies
(31) 321 Southern Beverly Drive, Suite M, Beverly Hills, CA 90212, USA
*** The permanent establishment of a branch of ITV Studios Limited in Spain
(32) CT Corporation System, 818 West Seventh Street, Suite 930, Los Angeles, CA
90017, USA
(33) The Hodson Law Firm, 1129, East 17th Avenue, Denver, CO 80014, USA
(34) CT Corporation System, 3867 Plaza Tower Drive East Baton Rouge Parish, Baton
Rouge, LA 70816, USA
(35) CT Corporation System, 289 S. Culver Street, Lawrenceville, GA, 30046‑4805,
USA
(36) 1120 Avenue of Americas, 5th Floor, New York, NY10036, USA
(37) Piazzale Valerio Massimo, 7, 00162, Roma, Italy
(38) Level 1, 35‑51 Mitchell Street, McMahons Point, NSW 2060, Australia
(39) 39 Long Acre, London, WC2E 9LG, United Kingdom
(40) Hämeentie 15A, 00500 Helsinki, Finland
(41) Familie de Mollaan 1, 1217 ZB, Hilversum, Netherlands
(42) Koos Postemalaan 8, 1217 ZC, Hilversum, Netherlands
(43) Haarlemmer Houttuinen, 21 1013 GL, Amsterdam, Netherlands
(44) Rumfordstrasse 21a, Munchen, 80469, Germany
(45) Noorderweg 8, 1221 AA, Hilversum, Netherlands
(46) Zevenend 45, 1251 RL, Laren, North Holland, Netherlands
(47) Hollandse Kade 34, 1391JM, Abcoude, Netherlands
(48) Level 3, Pacific House, Butt Street. Suva, Fiji
(49) Westersingel 108, 3015 LD Rotterdam, Netherlands
(50) Keizersgracht 149a, 1015CL, Amsterdam, Netherlands
(51) 60 rue Marcel Dassault, 92100, Boulogne‑Billancourt, France
(52) 4 rue de Commaille, 75007, Paris, France
(53) Europa House, Goldstone Villas, Hove, Sussex BN3 3RQ
(54) 210 High Holborn, London, England, WC1V 7HD
(55) Genthiner Strasse 5, 10785 Berlin, Germany
(56) 16 Haarbaa St, Tel Aviv 6473916, Israel
(57) 11/F, Unit B, Winbase Centre, 208 Queen’s Road Central, Sheung Wan, Hong Kong
(58) Rooms 517–520, 5th Floor, Sun Hung Kai Centre, 30 Harbour Road, Wan Chai, Hong
Kong
(59) Soder Malarstrand 65, 11825, Stockholm, Sweden
(60) Scharenmoosstrasse 105, 8052, Zurich, Switzerland
(61) 23 Habarzel Street, Tel Aviv, 69710, Israel
(63) Building 2, Dubai Media City, Dubai, UAE
(64) 12 boulevard des Iles, 92130 Issy‑les‑Moulineaux, Paris, France
(65) Avenida Cidade de Lisboa, Frente Sucupira, 2° andar, Cidade de Praia, Cape Verde
(66) Fitzrovia House, (3rd Floor), 153‑157 Cleveland Street, London, W1T 6QW, United
Kingdom
(67) 27 Mortimer Street, London, England, W1T 3JF
(68) C/O Dentons UK and Middle East LLP, Quartermile One 15 Lauriston Place,
Edinburgh, EH3 9EP
(69) #1302, Tower‑3, Indiabulls Finance Centre, Senapati Bapat Road, Elphinstone
Road (West), Mumbai, Mumbai City, Maharashtra 40013, India
(70) Lars Hilles Gate 30, 5008, Bergan, Norway
(71) 10 rue Maître Jacques, 92100 Boulogne, Billancourt, France
258 ITV plc Annual Report and Accounts 2022
ADDITIONAL INFORMATION GLOSSARY
## Glossary

| Advertiser funded platform or channel – | Impact or Commercial Impact – one | Share of Viewing (SOV) – the share of the |
| --- | --- | --- |
| platform or channels that include | Commercial Impact is defined as one | total viewing audience during a defined |
| advertising as part of the user experience | viewer watching one 30‑second television | period gained by a programme or channel. |
| e.g. ITV Family of channels, ITVX | commercial | This measure includes viewing of BBC |

channels. Unless stated otherwise, SOV

| Advertiser‑funded streaming service– | ITV Family – the ITV family of channels | figures cited throughout this report are |
| --- | --- | --- |
| streaming service that includes advertising | which includes ITV1, ITV2, ITV3, ITV4, | based on BARB data and are based on the |
| which is available to users on demand and | ITVBe, CITV and all associated +1 and | universe of individuals |
| for free, e.g. ITVX | HDequivalents |  |

Share of Commercial Viewing (SOCV) –

| Broadcasters’ Audience Research Board | Linear television – television service where | the share of total viewing of audiences |
| --- | --- | --- |
| (BARB) – organisation owned by | the viewer has to watch a scheduled TV | during a defined period as a proportion of |
| broadcasters and advertisers, providing | programme at the particular time it is | all ad‑supported commercial broadcaster |
| data on linear and online television viewing | offered, and on the particular channel it is | viewing in the UK. This measure excludes |
| statistics by UK households | presented on | the BBC |
| Catch up viewing – non‑live viewing of | Monthly Active User (MAU) – the average | Simulcast viewing – viewing live TV |
| recently broadcast television programmes, | number of monthly registered users across | channels via a broadcaster’s streaming |
| either via a recording device, often called | a defined period who accessed ITV owned | service such as ITVX, at the same time as |
| apersonal video recorder (PVR) or digital | and operated on‑demand platforms (web, | broadcast on linear TV |
| video recorder (DVR), such as Sky or | mobile, or connected TV) |  |
| through a streaming service such as ITVX, |  | Spot advertising – linear television |
| BBC iPlayer, All 4 or My5 | Net Advertising Revenue (NAR) – the | advertising occupying a short break during |
|  | amount of money received by a broadcaster | or between programmes |
| Channel 3 licences – the 15 regional | as payment for television spot advertising |  |
| licences and one national licence awarded | net of any commission paid to agencies | Streaming service – online provider of |
| to transmit Channel 3 across the UK. All are |  | unlimited, on‑demand streaming of content |
| owned by ITV except for two of the regional | Non‑consolidated licensees – the two | such as TV shows, films and original |
| licences which are owned by STV | regional channel 3 licences that ITV does | programming over the internet to a TV, |
|  | not own. These licences are owned by STV | computer, or mobile device |
| Digital revenue – a measure of the | and revenues received from these licences |  |
| acceleration of ITV’s digital first strategy. | for ITV programming content are referred to | Subscriptions – users of ITVX’s premium |
| Includes all streaming revenue as well as | as minority revenues | tier, which includes those who pay ITV |
| linear addressable revenue, digital |  | directly, those who are paid for by an |
| sponsorship and partnership revenue, | Ofcom – communications regulator in the | operator, and free trialists |
| ITVWin and any other revenues from | UK who regulate the TV, radio and |  |
| digitalbusiness ventures | video‑on‑demand sectors, fixed‑line | Subscription streaming service – a |
|  | telecoms (phones), mobiles and postal | paid‑for, subscription streaming service |
| FAST channels – Free Ad‑supported | services, plus the airwaves over which | available to subscribers on demand but |
| Streaming TV services – curated, | wireless devices operate | fora fee e.g. ITVX premium |

data‑driven channels that are always on

| with content that evolves and changes | SDN – multiplex operator owned by ITV, | Total Advertising Revenue (TAR) – this |
| --- | --- | --- |
| depending on viewer preferences | which operates one of the eight national | includes ITV Family NAR, advertising via |
|  | multiplex licences in the UK on Freeview | ITVX, programme sponsorship revenue |
| Free‑to‑air (FTA) television – viewing of |  | andother affiliated advertising revenue |
| television through devices not requiring | Share of Commercial Impacts (SOCI) – | streams |
| asubscription such as the Freeview or | the term used to define the share of total |  |
| Freesat services | UK television commercial impacts | Total ITV Streaming Hours – the total |
|  | delivered by one channel or group of | number of hours viewers spent watching |
| Intellectual Property (IP) – intangible | channels. This measure excludes viewing | ITV across all streaming platforms. This |
| property that is the result of creativity | ofBBC channels as they do not generate | figure includes both advertiser‑funded |
|  | commercial impacts. Unless stated | andsubscription streaming |
| Inventory – advertising inventory is the | otherwise, SOCI figures cited throughout |  |
| number of advertisements or amount of | this report are based on BARB data and | YouView – a joint venture (with the |
| advertising space, which we have available | arebased on the universe of Adults (16+) | BBC,Channel 4, Channel 5, BT, TalkTalk, |
| to sell to advertisers |  | andArqiva) to operate and promote a |

hybrid television platform combining
Freeview channels with catch up and
on‑demand service
ITV plc Annual Report and Accounts 2022 259
260 ITV plc Annual Report and Accounts 2022
Printed in the UK by Pureprint using vegetable inks and
their environmental printing technology.
®
Pureprint is a CarbonNeutral company. Both manufacturing mill
and the printer are registered to the Environmental Management
®
System ISO14001 and are Forest Stewardship Council (FSC)
chain‑of‑custody certified.
Designed and produced by
### ITV plc Annual Report and Accounts for the year ended 31 December 2022

| ITV plc | www.itv.com |
| --- | --- |
| White City Place | Investors: www.itvplc.com |
| 201 Wood Lane | Stock code: ITV |

### London
### W12 7RU