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#### ITV PLC

#### ANNUAL REPORT & ACCOUNTS 2023

#### ITV plc Annual Report and Accounts for the year ended 31 December 2023

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# MORE

TV

# THAN

# MORE

# THAN

TV

#### optimise

#### BROADCAST

Digitally transforming as we continue to

attract commercial broadcast audiences

of unparalleled scale

expand

#### STUDIOS

Further expanding by genre,

geography and customer and

growing faster than market

#### supercharge

#### STREAMING

Driving digital viewing and

revenue through ITVX and Planet V,

ITV’s leading addressable

advertising platform

#### OUR purpose

We entertain and connect with

millions of people in the UK and

globally, reflecting and shaping

culture and building brands with

brilliant content and creativity.

#### OUR 2026 vision

To be a leader in UK advertiser-

funded streaming and an expanding

global force in content.

#### OUR strategy

Our strategy is focused on three strategic pillars illustrated below. 2023 was

the year of peak investment for Streaming, which together with the successful

execution of our strategy and the efficiencies delivered to date have made ITV

more robust. ITV has a leading, scaled, global Studios business, a high growth

Streaming service and a cash generative linear advertising business. This ensures

that we are well placed to grow profits from here as we continue to drive

material efficiencies, invest behind our

strategic priorities and deliver

returns to shareholders.

Read  more

on page 10

Vertically

Integrated

Producer

Broadcaster

and Streamer

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1ITV plc  Annual Report and Accounts 2023

STRATEGIC REPORT

#### CONTENTS KEY FINANCIALS

1

STRATEGIC REPORT

Key Financials  1

An Introduction to ITV

and its Business Model  2

Investor Proposition  4

Chair’s Statement  5

Our Key Stakeholders  6

Market Review  7

Chief Executive’s Statement  8

Our Strategy  10

Key Performance Indicators  14

Operating and Financial

Performance Review  18

Social Purpose  32

Our People  40

Alternative Performance Measures  42

Finance Review  45

Non-Financial and Sustainability

Information Statement  52

Risks and Uncertainties  55

Climate Related

Financial Disclosures  65

Long-term Viability

Statement Disclosure  72

GOVERNANCE

Chair’s Governance Statement  75

Board of Directors  77

Management Board  79

Corporate Governance  81

Stakeholder Engagement  84

Our Commitment to Section 172(1)  92

Nominations Committee Report  103

Audit and Risk Committee Report  106

Remuneration Report  117

Directors’ Report  143

FINANCIAL STATEMENTS

Financial Statements  148

Independent Auditor’s Report  149

Primary Statements  156

ITV plc Company Financial

Statements 229

Subsidiary undertakings and

investments 238

ADDITIONAL INFORMATION

Glossary 243

ONLINE

We maintain a corporate website

containing our financial results and a

wide range of information of interest to

all stakeholders, including institutional

and private investors: www.itvplc.com

Group external revenue

£3,624m

-3% (2022: £3,728m)

Cost savings

£24m

(2022:£23m)

Group adjusted EBITA

£489m

-32% (2022: £717m)

Net debt

£553m

(2022: £623m)

Adjusted EPS

7.8p

-41% (2022: 13.2p)

Profit to cash conversion

102%

(2022: 75%)

Statutory operating profit

£238m

-54% (2022: £519m)

Leverage

1.0x

(2022: 0.8x)

Statutory EPS

5.2p

-51% (2022: 10.7p)

Dividend

5.0p

(2022: 5.0p)

FURTHER READING

Social Purpose Impact Report

Read more at

itvplc.com/socialpurpose

Pay Gap Report

Read more at

itvplc.com/investors/governance

ALTERNATIVE PERFORMANCE MEASURES

Strategic Report

The Strategic Report explains in detail how we have

performed this year and sets out, amongst other things,

a fair review of the business, a balanced and comprehensive

analysis of our performance, the use of key performance

indicators to explain the progress we have made,

a description of the principal risks and uncertainties

facing the Company, and an indication of potential

future developments.

The Strategic Report is prepared in line with the relevant

provisions of the Companies Act 2006 and the 2018

Corporate Governance Code (Code) and the Company

has had regard to the guidance issued by the Financial

Reporting Council. It is intended to provide shareholders

and other stakeholders with a better understanding of the

Company, of its position in the markets within which it

operates, and of its prospects. In setting out the Company’s

main risks and uncertainties and throughout, this report

and accounts contains statements that are based on

knowledge and information available at the date of

preparation of the Strategic Report, and what are believed

to be reasonable judgements, and therefore cannot be

considered as indications of likelihood or certainty.

A wide range of factors may cause the actual outcomes and

results to differ materially from those contained within, or

implied by, the various forward-looking statements in this

Annual Report and Accounts. None of these statements

should be construed as a profit forecast.

1.  We use both statutory and adjusted measures in our Strategic Report. The latter, in management’s view,

reflects the underlying performance of the business and provides a more meaningful comparison of how

the business is managed and measured day-to-day. A full reconciliation between our statutory and adjusted

results is provided in our Alternative Performance Measures section. Our KPIs (which are based on adjusted

metrics) are set out in the KPIs section.

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2  ITV plc  Annual Report and Accounts 2023

#### AN INTRODUCTION TO ITV AND ITS BUSINESS MODEL

#### WHO WE ARE

ITV is a vertically integrated producer broadcaster and streamer,

consisting of ITV Studios and Media & Entertainment (M&E).

ITV TOTAL REVENUE

ITV  Studios

£2,170m

(2022: £2,096m)

M&E\*

£2,090m

(2022: £2,249m)

\*   Includes £490 million of digital revenues

1

(2022: £411 million)

ITV GROUP ADJUSTED EBITA

\*\*

ITV  Studios

£286m

(2022: £259m)

M&E

£205m

(2022: £464m)

\*\*   A full reconciliation between our adjusted and statutory

numbers is included in our APMs section

1.  M&E digital revenue includes revenue from digital advertising, subscription, linear addressable advertising, digital sponsorship and commercial partnerships, ITV Win (digital

competitions platform) and other revenues from digital business ventures

#### OUR TWO DIVISIONS

#### ITV Studios

ITV Studios is a scaled and global creator, owner and distributor

of high-quality TV content. It operates in 13 countries, across over

60 labels and has a global distribution network. It is diversified by

genre, geography and customer in the key creative markets

around the world.

ITV Studios is the largest producer in the UK, one of the largest

unscripted producers in the US and one of the top three

producers in the majority of the international markets in which it

operates. ITV Studios has established relationships with key

content buyers and leading creative talent in those markets; and

with a combined content library of over 90,000 hours, it is also

one of the pre-eminent global distributors.

#### Media & Entertainment

ITV is the largest commercial broadcaster and streamer in the

UK, delivering unrivalled audience scale and reach. M&E includes

Streaming and Broadcast through which we distribute content via

ITVX, our free advertiser-funded streaming service, and via our

free-to-air linear TV channels. Our content is also distributed on

third-party partner platforms, such as Sky and Virgin.

ITVX also includes a subscription tier, ITVX Premium, which

provides subscribers with all of ITVX’s programming ad-free

along with other exclusive content.

ITV offers advertisers a unique combination of mass

simultaneous reach, targeted advertising, and commercial and

creative partnerships, in a brand safe environment across ITVX

and our linear TV channels.

Refer to the Operating and Financial Performance Review for further details on our divisions

58%

of revenue generated

outside the UK

(2022: 60%)

19

formats sold in 3+

countries

(2022: 19)

12.5m

monthly active users

(2022: 10.5m)

1,505m

total streaming hours

(2022: 1,192m)

32%

total revenue from

streamers

(2022: 22%)

37%

of revenue from scripted

productions

(2022: 34%)

91%

of the top 1,000 commercial

broadcast TV programmes

(2022: 93%)

32.6%

share of commercial

viewing

(2022: 33.8%)

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3ITV plc  Annual Report and Accounts 2023

STRATEGIC REPORT

#### OUR STRATEGIC ASSETS AND COMPETITIVE ADVANTAGES

ITV’s business model is based on a unique set of strategic assets and competitive advantages which enable us to grow our diversified

revenue streams and create value for our shareholders.

By developing, owning, managing and distributing the rights to content, ITV can 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.

#### Group ITV Studios ITV Media & Entertainment

•  Integrated producer, broadcaster

and streamer model creates

valuable synergies

•  Strong, trusted brand, products

and culture

•  A high-performing, agile and

diverse workforce

•  Creates and owns the rights to

world-class content

•  Broad global customer base with

major networks, streamers and

broadcasters

•  M&E is differentiated from global

streamers with primarily

uniquely British content

•  Deep commercial relationships

with advertisers

•  Owns Planet V, an intuitive

self-serve addressable

advertising platform

•  Strong data capabilities with one

of the largest first-party

datasets in the UK

#### USING OUR STRATEGIC ASSETS AND COMPETITIVE ADVANTAGES WE AIM TO GROW…

#### OUR DIVERSIFIED REVENUE STREAMS

#### ITV Studios

Original production

We create and produce original scripted and unscripted content

commissions for a diverse customer base of global streamers,

major networks and local free-to-air and pay TV broadcasters

and operators across our production bases.

Formats

We create some of the world’s most successful unscripted

formats which we license globally to maximise the value from

our programme rights.

Distribution

We own the rights to a significant catalogue of programmes that

we license to broadcasters and streamers internationally through

our global distribution network.

#### Media & Entertainment

Advertising

ITVX and our free-to-air linear TV channels drive significant

digital and linear advertising revenues due to our ability to deliver

mass simultaneous audiences and targeted advertising at scale.

Commercial and creative partnerships

Using the power of our brands we help advertisers engage with

audiences in different ways. We provide unique and innovative

commercial and creative partnerships across ITVX and our

free-to-air linear TV channels. These include sponsorship,

product placement and advertiser-funded programming.

Subscription, competitions and third-party revenues

In the UK, we generate streaming subscription revenue through

our ad-free tier, ITVX Premium. We monetise our consumer

interactions through competitions associated with our

programme brands. We also receive third-party revenue from

distributing our channels and streaming services to other

platforms and services.

#### SUPPORTED BY OUR…

#### RISK MANAGEMENT FRAMEWORK

ITV operates in an increasingly complex

business environment and our risk

management framework provides the

business with the tools to identify,

assess, manage and continually review

our risks.

Management and the Board can adapt

the strategy to ensure we are striking the

right balance between risk-taking and risk

mitigation, that any underlying risks in the

strategy are being appropriately managed

and therefore enabling the successful

delivery of the strategy.

Our business model enables us to create

value for all our key stakeholders, see page

6 for further detail.

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4  ITV plc  Annual Report and Accounts 2023

#### INVESTOR PROPOSITION

ITV is delivering long-term value for shareholders through:

1

#### Driving significant benefits

from our unique position:

•  As a vertically integrated producer,

broadcaster and streamer

Refer to the Chief Executive’s Statement on

page 8 for further details on these benefits

2

#### Growing its leading, scaled

#### and diversified global

Studios business:

•  ITV will grow faster than the global content

market, at a margin of 13-15%

Refer to Our More than TV Strategy on page 10

and Operating and Financial Performance

Review on page 18 for further details

#### Reasons

to INVEST

3

#### Driving strong momentum

in streaming:

•  Delivering significant growth in digital

viewing and digital advertising, providing

data-driven targeted advertising at scale

through Planet V (ITV’s addressable

advertising platform) in a trusted, brand

safe environment

Refer to our KPIs on page 14 and Operating and

Financial Performance Review on page 18 for

further details

4

#### Optimising Broadcast as we

#### continue to attract mass

linear TV audiences:

•  Which remain highly valuable to

advertisers as they grow their businesses

and drives cash generation for the Group

Refer to our KPIs on page 14 and Operating and

Financial Performance Review on page 18 for

further details

5

Increasing profit over the

medium term:

•  As we continue to rebalance the business

towards the growth drivers of ITV Studios

and advertiser funded streaming and

deliver further efficiencies

Refer to Our More than TV Strategy on page 10

and KPIs on page 14 for further details

6

#### Delivering against our KPIs

across the Group:

•  On track to deliver our KPI targets in 2026

Refer to our KPIs on page 14 for further details

7

#### Maintaining a robust

#### balance sheet, strong cash

#### generation and disciplined

capital allocation framework:

•  Invest organically in line with strategic

priorities; manage financial metrics

consistent with investment grade metrics

over the medium term; sustain a full year

ordinary dividend of at least 5.0p, which

will grow over the medium term; consider

value-creating inorganic investment

against strict criteria when appropriate;

and any surplus capital will be returned to

shareholders

•  £235 million share buyback to be

completed within the next 18 months

See the Finance Review on page 45 for

further details

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5ITV plc  Annual Report and Accounts 2023

STRATEGIC REPORT

#### CHAIR’S STATEMENT

#### 2023 WAS A

#### CHALLENGING BUT

#### PRODUCTIVE YEAR

In a nutshell, 2023 was a challenging but

productive year. Economic headwinds were

present throughout the year impacting our

financial performance but we made good

progress strengthening the internal

capabilities of the organisation and hitting

a number of key milestones on our strategic

journey to be ‘More Than TV’, evolving from

a legacy broadcaster to a more sustainable

media and entertainment business.

Taking the financials first. Total external

revenues were down 3% on the prior year as

cost of living pressures affected household

demand for goods and services and led

advertisers to trim their marketing budgets.

Adjusted EBITA

1

declined 32% reflecting

both the drop in revenues and planned

investment in ITVX. Free cash flow was £361

million, up 29% vs 2022. The balance sheet

remains strong and the Board has proposed

a final dividend of 3.3p taking the dividend for

the full year to 5.0p, in line with the prior year.

This is a total return of around £200 million.

The Board has also announced a £235 million

share buyback which will be completed

within the next 18 months.

The media and entertainment industry

continues to evolve rapidly. Technology

advances are dramatically increasing the

choices available, not just in terms of

content, but also how, when and where it can

be consumed. The emergence of generative

AI is a potential game changer in the world of

production while the competitor set is

shifting, from national TV broadcasters to

international streamers and global tech

corporations who are increasingly the

gatekeepers to our audience. These

structural shifts are material and require

us to be on our mettle and take appropriate

action. We need to ensure our internal ways

of working are as sharp and agile as they

can be, that we are ready to take difficult

decisions to keep our cost base down and

have a clear strategy that is future focused

and plays to our strengths.

Our ‘More Than TV’ strategy has three main

objectives:

•  Expand Studios

•  Supercharge Streaming

•  Optimise Broadcast

During the year we made good progress on

each of the three.

Studios grew revenue and profit to record

levels deploying its global scale and strength

to win business across all major genres and

geographies.

In streaming, ITVX had a successful launch

year, proving technically robust and attracting

large cohorts of new viewers with the quality

and depth of its content.

And our linear broadcast business continued

to demonstrate its extraordinary, continuing

ability to generate mass, simultaneous

audiences. In addition, innovations such as

the upgraded iteration of Planet V reinforced

ITV’s position as the clear leader for

advertisers in UK commercial television.

It is the blending of these three strategic

elements that makes ITV unique. Together

they form an integrated model that allows us

to consistently secure world-class content,

provides outstanding flexibility and reach for

UK advertisers and attracts the best writers

and producers to work with us. The model is

strengthened by our long-standing status as

a Public Service Broadcaster (PSB). A Media

Bill is progressing well through Parliament

and its final adoption into law will

fundamentally update the current regulatory

framework and provide enhanced, welcome

support to PSBs whose objective voice at a

time of such dynamic change has never been

more important.

ITV is a special organisation to be a part of

and it’s clear from the frequent engagement

surveys we run and our high levels of

colleague retention, that people like to work

here. They are proud of what we do, of the

lead we show on important issues whether

it’s mental health; diversity, equity and

inclusion; or of the open and respectful way

we try to treat each other. Nothing is ever

perfect and we are eager to find opportunities

to improve, but the values of this Company

are sound.

There have been a number of changes to our

Board during the year. Anna Manz, Mary Harris

and Duncan Painter stepped down and I would

like to thank them sincerely for their efforts.

The Board and the wider Company have

benefited enormously from their time with

us. In their place I am pleased to welcome

Dawn Allen and Marjorie Kaplan. Two highly

accomplished leaders who bring different

experiences to the Board table and from

whom I am sure we will learn much.

Finally my thanks to

Carolyn and the

leadership team for

#### their exceptional efforts

#### during some challenging

#### times and to all my

ITV colleagues for

#### their continuing

commitment and

#### passion for the cause.

ANDREW COSSLETT CBE

CHAIR OF THE BOARD

1.  Refer to APMs section for the reconciliation between our adjusted and statutory numbers.

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6  ITV plc  Annual Report and Accounts 2023

OUR KEY STAKEHOLDERS

Our strategy is aligned with the requirements of each of our stakeholders

so that we are creating and delivering value for all.

#### CUSTOMERS

Including but not limited to the

following:

Agencies and advertisers

We deliver advertisers value

through a unique combination

of mass simultaneous reach on

our linear TV channels, targeted

digital advertising powered by

Planet V – our proprietary

adtech platform, and through

commercial and creative

partnerships around our quality

programme brands on our linear

channels and ITVX.

Broadcasters, networks and

streamers

We deliver high-quality TV

productions globally, across a

range of genres which

broadcasters and streamers can

monetise through their own

business models.

Platforms

We have strong relationships with

aggregators who broadcast our

content and pay us for its

inclusion on their platforms.

#### VIEWERS AND SUBSCRIBERS

Our content offering is varied and

high quality, which audiences can

watch and engage with, for free or

through a subscription, across a

variety of channels and platforms

in a trusted, brand-safe

environment.

#### PARTNERS

We collaborate closely with our

partners and aim to cultivate

strong working relationships. We

ensure all suppliers understand

and adhere to our Supplier Code

of Conduct.

#### OUR COLLEAGUES, PROGRAMME

#### PARTICIPANTS AND EVERYONE

#### WE WORK WITH

We protect, invest in and develop

our on and off-screen talent,

and create a culture that

nurtures them to be productive,

commercial and creative. People,

and their physical and mental

health and safety, are our priority

at ITV.

Refer to the

Our People section

for further details.

#### CITIZENS

As a Public Service Broadcaster

(PSB) in the UK, ITV can help

shape culture for good. Our

provision of free, universally

accessible, high-quality content

along with a trusted news service,

helps to inform citizens, shape

public sentiment, drive national

conversations and support

democratic debate.

Refer to

Social Purpose

for further details.

#### LEGISLATORS AND REGULATORS

ITV takes its responsibilities and

obligations as a PSB seriously and

conducts business in line with the

appropriate laws and regulations,

to ensure we operate ethically

and responsibly.

See Our Commitment to Section

172 and the Stakeholder

Engagement section for further

details of ITV’s key

stakeholders and how we

engage with them.

#### SHAREHOLDERS, DEBT PROVIDERS

#### AND ANALYSTS

Through the successful execution

of our strategic priorities, we will

create value for and deliver

returns for our investors (equity

and debt).

Refer to the

Investment

Proposition section

for further details.

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7ITV plc  Annual Report and Accounts 2023

STRATEGIC REPORT

MARKET REVIEW

The markets in which we operate are dynamic, increasingly competitive

and rapidly changing. The global content market is large and attractive,

with all platforms needing access to the best content to attract viewers

at scale. Ongoing changes in viewing habits, coupled with an ever-evolving

advertising landscape, bring both challenges and opportunities to ITV.

TREND ONE TREND TWO TREND THREE

#### Global demand for content

The global content market is large and attractive

with all platforms needing a mix of content to

succeed in a very competitive market. Going

forward we expect to see growth in key segments

of the global content market in which we operate,

including content licensing, streamers demand for

unscripted content and cost effective premium

scripted content. 2024 will be impacted by the

2023 US writers and actors strikes delaying

productions until 2025 and weaker demand from

free-to-air broadcasters (FTA) in Europe who are

holding back spend until they see more certainty

in the advertising market.

#### Fragmentation in viewing

#### and changing habits

While the average viewing time per person per day

remains stable at 4.5-5 hours per day (Source:

Ofcom), the competitor set has become

increasingly fragmented over time. From PSBs (e.g.

BBC, ITV), to global streaming services (e.g. Netflix,

Disney+), and user-generated video-sharing

platforms (e.g. YouTube, TikTok), viewers now have

an unparalleled level of choice and flexibility about

what, how, where and when they watch content.

#### The UK advertising market

The UK advertising market is worth £36 billion,

growing at 7% compound annual growth rate

(CAGR) in the past decade. Growth slowed in 2023

(forecast to be +3% in 2023 vs. +9% in 2022), with

high inflation leading to reduced marketing

budgets. There was also a decrease in venture

capital funding, which had funded significant

advertising activity in recent years from new

market entrants.

Total market growth has largely been driven by

online advertising, which is expected to be up 5% in

2023 and up 16% CAGR over the last ten years.

Online is the largest category of advertising spend

(75% of the market) followed by TV advertising

(14% of the market). (Source: AA WARC).

The TV advertising market is increasingly competitive,

with global streaming platforms (Amazon, Netflix,

Disney+) having now launched, or shortly set to

launch, streaming advertising propositions.

Size of global content market in 2023

$226bn

(Source: Estimate from Ampere Analysis:

Feb 2024 – excludes spend from film studios)

Average viewing time per person per day

#### 4 hours 28 mins

(Source: Ofcom Media Nations. Previous 5-year

average of 5 hours per day – incl. COVID-19 years)

2023 UK advertising market

£36bn

(Source: AA WARC. 2022: £35 billion)

How we are responding

Delivery of ITV Studios’ strategic priorities will

ensure ITV gains share over the medium term. By

expanding our scripted and unscripted business

and further diversifying our customer base, ITV

can capture the growth in content spend in key

segments in which we operate including licensing

and demand from streaming platforms for

unscripted content and cost-effective premium

scripted content.

Growing our global formats ensures we have a

range of high-value formats which we can monetise

internationally, through production, format sales

and licensing. Our distribution business can also

capitalise on the value of our extensive catalogue

of formats and scripted content. This contributes

to our higher overall ITV Studios margin relative to

our industry peers.

As a vertically integrated producer broadcaster and

streamer, ITV Studios also benefits from demand

for its content from ITV’s FTA linear TV channels

and our free advertiser-funded streaming service,

ITVX, providing M&E with a strong and secure

content supply.

How we are responding

As a commercial PSB in the UK, we provide the

nation with the flexibility to watch content

whenever and wherever, while maximising

commercial value.

In December 2022, we launched ITVX which

provided a step-change in ITV’s streaming offering

and now has over 17,000 hours of free content.

This has led to significant growth year-on-year in

monthly active users of our streaming service, up

19% and streaming hours, up 26%.

Live viewing, whether via ITVX or on linear TV

channels, remains a major focus: ITV is home to

more commercial audiences of scale than any

other broadcaster or streaming platform in the UK.

In 2024, we will invest around £1.275 billion in

high-quality, trusted content across a wide range

of genres, including large family entertainment

shows, sport, drama, and news which will drive

both video on demand and live viewing on ITVX,

and mass audiences on linear TV channels.

How we are responding

ITV offers our advertising clients something no

streamer can – mass simultaneous reach, targeted

advertising at scale and commercial and creative

partnerships in a brand-safe environment. This

remains a considerable market differentiator along

with our deep, established relationships with

advertisers and agencies.

ITV’s FTA linear TV channels offer unique scale and

reach and it remains a cost-efficient and important

part of marketing campaigns.

ITVX delivers the scale and breadth of digital

audiences which provides inventory for Planet V,

our addressable advertising platform, to create and

deliver targeted advertising at scale. This

underpins our ability to compete for digital video

budgets and gain share in this growing addressable

advertising market, illustrated by our 19% growth in

digital revenues in 2023.

Link to risk Link to strategy Link to risk Link to strategy Link to risk Link to strategy

2

E

4

S

O

3

S

O

Key

E

Expand Studios globally

S

Supercharge Streaming

O

Optimise Broadcast

Refer to the Strategy section in the CEO’s Statement and to the Operating and Financial Performance Review for further details

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8  ITV plc  Annual Report and Accounts 2023

#### CHIEF EXECUTIVE’S STATEMENT

ITV Studios delivered record revenues

and profits as the business continued to

demonstrate its strong market position,

with outstanding creative deliveries globally.

In Media and Entertainment, ITVX drove

significant growth in digital viewing and

advertising revenues, with the investment

on plan. It was the year’s biggest and most

successful streaming launch in the UK,

firmly establishing its place in the market,

and winning the award for Best On-Demand

Service at the Edinburgh TV Festival.

#### Financial highlights

2023 was the second-highest revenue

outturn in ITV’s history. Total ITV group

revenue was down 2% and total external

revenue declined by just 3% in 2023 despite

the severe decline in linear advertising.

ITV’s growth drivers continued to perform

well, with 4% growth in ITV Studios and

19% growth in digital revenues helping

to substantially offset a 15% decline in

linear advertising due to the challenging

advertising market. In total, M&E revenues

were down 7% in the year.

As expected, group adjusted EBITA was

down 32% at £489 million which reflects the

decline in linear advertising revenue and the

planned investment in ITVX. Adjusted EPS

was down 41% at 7.8p. We have reached a

peak level of net investment in our streaming

business in 2023 and we continue to expect

to grow profits from here.

Statutory profit before tax was down 61%

and statutory EPS decreased by 51% to 5.2p.

There was strong cash generation in the year,

with 102% profit to cash conversion and a

robust balance sheet, net debt of £553

million and net debt to adjusted EBITDA

leverage of 1.0x.

In line with ITV’s dividend policy, the Board

has declared a final dividend of 3.3p (2022:

3.3p), giving an ordinary dividend of 5.0p per

share for the full year 2023 (2022: 5.0p)

As announced on 01 March 2024, ITV sold its

50% holding of BritBox International to BBC

Studios for a total consideration of £255

million. The Board will return the entire net

proceeds to shareholders through a share

buyback of £235 million which we expect to

complete within the next 18 months.

#### Our Purpose, Vision and More

#### than TV Strategy

The strong operating performance in 2023

demonstrates that the strategy we started

implementing in 2018, and evolved in 2022

with the launch of ITVX, is working. We have

been able to withstand macroeconomic

headwinds because of the actions we have

taken to reposition ITV towards higher,

sustainable growth areas in global

production and digital. The business is

demonstrably more balanced and has strong

delivery momentum as we continue to drive

our strategy.

The media landscape continues to evolve

rapidly and is more competitive for viewers

and advertising, with recent new entrants.

We are in a far stronger position than we were

in 2018, to focus on ITV’s value drivers and

competitive advantages and are confident

that we can compete, as evidenced by a very

strong programming slate: Mr Bates vs The

Post Office is the highest audience drama on

any platform for five years; Fool me Once by

ITV Studios’ Quay Street Productions is in

Netflix’s top 10 English-language dramas of

all time, and ITV Commercial consistently

outperforms the market.

#### EXECUTING

#### OUR MORE

#### THAN TV

#### STRATEGY

The successful execution of ITV’s strategy of investing in and growing both

production in ITV Studios, and ITVX in Media and Entertainment (M&E), is evident

through the robust financial and operating performance in 2023, despite a

challenging macroeconomic environment.

![]()

9ITV plc  Annual Report and Accounts 2023

STRATEGIC REPORT

Our purpose remains unchanged, we

entertain and connect with millions of people

in the UK and globally, reflecting and shaping

culture and building brands, with brilliant

content and creativity.

Our vision is that by 2026 ITV will be a leader

in UK advertiser-funded streaming, and an

expanding global force in content. We are

focused on three strategic pillars to deliver

this vision:

•  Expand our UK and

global production business

•  Supercharge our

Streaming business, and

•  Optimise our

Broadcast business

These pillars are underpinned by a number

of priorities, and we have set key performance

indicators and targets to deliver by 2026.

With the strong progress we have made to

date, we are on track and confident we can

deliver against these targets. The following

page provides further detail on our strategic

priorities, why they are important and what

they drive.

#### Integrated producer broadcaster

#### and streamer

ITV has a unique market position as a global

and diversified vertically integrated producer

broadcaster and streamer with content

central to everything we do. This model

benefits both divisions and therefore

the Group:

For ITV Studios it:

•  Provides a sustainable base of core

commissions which gives stability

in a changeable industry;

•  Helps with attracting and retaining

industry-leading talent which is key

to a successful creative business;

•  Provides a platform to make Studios’

content famous and enables cross-

promotion, supporting the international

sale of our content and formats, and

the monetisation of our IP across our

business models

For M&E it:

•  Provides access to world-class content for

ITV’s linear TV channels and ITVX, driving

viewing growth;

•  Enables deeper and more creative and

productive partnerships with advertisers,

driving revenue;

•  Helps protect from content price inflation

For the Group, this gives us a real competitive

advantage, providing attractive economics

as we operate across the entire value chain,

and benefit from diversification in a

cyclical industry.

#### ITV Studios

ITV Studios is a scaled and global creator,

owner and distributor of high-quality content

operating in 13 countries and across 60+

labels; diversified by genre, geography and

customer in the key creative markets around

the world.

ITV Studios benefits from its scale as the

largest producer in the UK, one of the largest

unscripted producers in the US and one of

the top three in the majority of the remaining

international markets in which it operates.

ITV Studios is a trusted supplier with

well-established relationships with key

content buyers and leading creative talent

in those markets.

In 2023 we further delivered against our four

strategic priorities (as set out in the Strategy

section on the following page) and we remain

on track to achieve all our 2026 KPI targets

and deliver a 5% total organic revenue CAGR

target from 2021 to 2026 – ahead of the

market, and operate at industry-leading

margins of 13 to 15%.

We have grown our scripted business with

316 hours of high-end scripted content

delivered in 2023, an increase of 14% from

the prior year. This has helped to further

diversify our customer base, with almost

a third of Studios revenues coming from

streaming platforms in 2023, up from

22% in 2022.

We also continued to monetise our global

formats with 19 formats in 2023 sold in three

or more countries (2022: 19). Supported by

our integrated model the final priority is to

attract and retain the leading talent in the

industry. We have seen outstanding creative

deliveries from recent talent deals and

acquisitions including Fool Me Once and

After the Flood from Quay Street

Productions, One Piece from Tomorrow

Studios, and Big Beasts from Plimsoll

Productions.

The global content market is large and

attractive, with all platforms needing a mix

of content to succeed in a very competitive

landscape to attract audiences. We expect

to see growth in key segments in which we

operate – content licensing, demand from

streaming platforms for unscripted content

and cost effective premium scripted content.

ITV Studios is very well positioned to take

advantage of this growth and to grow our

market share over the medium term, driven

by our scale and diversified position, our

investment in development and creative

talent and our high-quality IP.

As previously guided, 2024 will be impacted

delays in production as a result of the writers’

and actors’ strike in the US, combined with

the continuation of weaker demand from FTA

broadcasters in Europe who are holding back

spend until they see more certainty in the TV

advertising market.

AN AUDIENCE

WITH KYLIE aired on

ITV in December 2023.

THE LONG SHADOW is

a true-crime drama and

was the most-watched

series of the year

on ITVX.

![]()

10  ITV plc  Annual Report and Accounts 2023

CHIEF EXECUTIVE’S STATEMENT CONTINUED

expand

#### STUDIOS

Further expanding by genre,

geography and customer and

growing faster than market

#### supercharge

#### STREAMING

Driving digital viewing and

revenue through ITVX and Planet V,

ITV’s leading addressable

advertising platform

#### optimise

#### BROADCAST

Digitally transforming as we

continue to attract commercial

broadcast audiences of

unparalleled scale

2026 STUDIOS

TARGET

Grow total organic

revenues by 5% on

average per annum to

2026 – which is ahead

of the market at a

margin of 13% to 15%

2026 M&E TARGET

Grow digital revenues

to at least £750m

across M&E

Vertically

Integrated

Producer

Broadcaster

and Streamer

#### OUR MORE THAN TV STRATEGY

Our strategy is focused on three strategic pillars 1) Expand Studios; 2) Supercharge

Streaming; and 3) Optimise Broadcast. These pillars are underpinned by a number of

priorities (detailed below) to ensure that ITV is best placed to capitalise on the

opportunities presented by the rapidly changing viewing, content production and

advertising environments. These pillars are not independent. They work together –

reinforcing each other, creating synergies and delivering value.

#### Media & Entertainment (M&E)

ITV M&E is the largest commercial

broadcaster and streamer in the UK,

delivering unrivalled audience scale and

reach. It is underpinned by two strategic

pillars; Supercharge Streaming and

Optimise Broadcast.

By Supercharging Streaming, we aim to drive

digital revenues through ITVX and Planet V

(ITV’s proprietary, self-service programmatic

addressable advertising platform).

We launched ITVX on time and our investment

is on plan and on budget. In our first full year

of ITVX we delivered a step change in viewing

and digital revenues were up 19%. We

increased the number of monthly active users

by almost 20%, up to 12.5 million and those

users are spending more time engaging with

the platform with streaming hours up 26%

to 1.5 billion hours. Brand awareness is now

up to over 90% and we have seen a significant

increase in streaming hours for light viewers

who are harder to reach, up 65%, and our key

target audience of 25-54s which was up 47%.

The key focus of ITVX is our ad-funded

proposition which is where we have

channelled our efforts and resources in

its launch year. In addition, we have ITVX

Premium, a subscription service, which is

primarily an ad-free offering for viewers. The

number of paid-for UK subscribers declined

marginally year on year as we started

transitioning subscribers from our standalone

app, BritBox UK, into ITVX Premium, combined

with the closure of the ITV Catch Up service

on Amazon Prime Video Channels.

In 2024, the BritBox UK service on Amazon

Prime Video Channels and the Britbox UK

standalone app will close as we further

simplify our offering. This will consolidate

all our subscribers under one ITVX Premium

brand and will give us complete ownership

of the subscriber base. The closure of these

services is expected to impact subscriber

numbers and subscription revenues in 2024.

Planet V is the platform enabling the

growth of ITV’s digital advertising – it is a

market-leading addressable advertising

platform which creates and delivers

targeted advertising at scale.

It enables us to create sophisticated

audience segments and serve ads directly

to them. All the major agencies are using

Planet V and see it as an intuitive, easy-to-

buy self-serve platform, allowing them to

streamline their approach to planning and

buying. ITV has one of the largest first-party

data sets in the UK, with over 40 million

registered users on ITVX. Agencies and

advertisers can make use of this alongside

their own data and other first and third-party

datasets, to create more precise addressable

campaigns. Advertisers are prepared to pay

more for this increasingly sophisticated and

valuable ad inventory.

![]()

11ITV plc  Annual Report and Accounts 2023

STRATEGIC REPORT

To support the successful delivery of the strategy, we have key

performance indicators (KPIs) and related targets to be delivered

from 2021 to 2026 which we are on track to deliver. The key to

successfully delivering this strategy is digitally transforming

everything we do.

The successful execution of our strategy to date has made ITV more

robust. ITV has a leading, scaled, global Studios business, a high

growth Streaming service and a cash generative linear advertising

business. This ensures that we are well placed to grow profits from

here as we continue to drive material efficiencies, invest behind our

strategic priorities and deliver returns to shareholders.

#### ITV Studios – STRATEGIC PRIORITIES AND KPI TARGETS

Expanding UK and global productions is central to ITV’s 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 priorities to drive revenue and profit growth.

PRIORITIES WHY IT’S IMPORTANT FY 2026 TARGET FY 2023 WHAT IT DRIVES

STUDIOS

1.   Grow  our

scripted business

To meet the growing

global demand for

scripted content

particularly from

streaming platforms

400 high-end scripted

hours per annum

316 hours

(2022: 276 hours)

Growth in total

organic revenue of 5%

on average per annum

to 2026

1

which is

ahead of the market

Delivers adjusted

EBITA

2

margins of 13%

to 15%

In 2023, total organic

revenue grew 3% at

an adjusted EBITA

margin of 13.2%

2.   Grow  our

global formats

business

To maximise international

monetisation of

high-value formats

20 formats sold in three or

more countries

19 formats

(2022: 19 formats)

3.  Further diversify

our customer base

To capture the growth in

content spend from local

and global streaming

platforms

30% of total revenues

from streaming platforms

32%

(2022: 22%)

4. Attract and retain

leading talent

Key to creative success

of a Studios business

N/A N/A

#### MEDIA & ENTERTAINMENT – STRATEGIC PRIORITIES AND KPI TARGETS

ITV’s M&E strategy is based on two core pillars: Supercharge Streaming and Optimise Broadcast, with

strategic priorities to drive growth in digital revenues and maintain strength in linear.

PRIORITIES WHY IT’S IMPORTANT FY 2026 TARGET FY 2023 WHAT IT DRIVES

STREAMING

1. Attract more monthly

active users to ITVX

ITV’s reach is key to

retaining and attracting

advertisers

Grow monthly active

users to 20 million

12.5 million

(2022: 10.5 million)

Growth in digital

revenues to at least

£750m by 2026

Revenues from linear

TV advertising,

commercial and

creative partnerships,

and sponsorship

In 2023, total digital

revenues were

£490 million, up 19%

year-on-year

2. Increase the

time users spend

on ITVX

ITV’s scale is key to

retaining and attracting

advertisers

Grow total streaming

hours to 2 billion hours

1,505 million hours

(2022: 1,192 million

hours)

3. Increase UK

subscriber base

Monetising ITV viewers

who are willing to pay for

ad-free and additional

content

Grow subscribers to

2.5 million

1.3 million

(2022: 1.4 million)

BROADCAST

4. Maintain our strength

in delivering mass

linear audiences

ITV’s mass linear

audiences remains very

important to UK

advertisers

Maintain a share of at

least 80% of the top

1,000 programmes

91%

(2022: 93%)

5.  Maintain ITV’s position

in UK broadcast

market

ITV’s scale remains very

important to UK

advertisers

Maintain a share of

commercial viewing of

33%

32.6%

(2022: 33.8%)

1.  Average annual growth rate from 2021.

2.  Refer to APMs for detail on our adjusted measures.

![]()

12  ITV plc  Annual Report and Accounts 2023

CHIEF EXECUTIVE’S STATEMENT CONTINUED

This capability underpins our ability

to now compete for online video budgets,

particularly budgets allocated to platforms

such as YouTube, and take share in this

growing addressable advertising market.

The progress we have made in Streaming and

against our KPIs means that we are confident

of delivering at least £750 million of digital

revenues by 2026, with the focus continuing

to be ad-funded.

We have started 2024 really well and will

further enhance ITVX in 2024 building on

the momentum we have. We will increase

the depth and breadth of content, deliver

continuous improvements in the product

and user experience, and expand its

distribution and marketing.

Within Broadcast, we have now digitally

transformed the business and will continue

to do so as we become increasingly agile and

adapt to changing viewer habits. Internally

this means we are always looking at ways to

increase our efficiency and productivity,

whether that is through the operational use

of AI or ensuring our cost base is the right

shape and size. Externally for viewers, it is

ensuring we continue to engage our

audiences through live content such as

sports and successful entertainment shows

to continue to deliver mass audiences which

are so valuable to advertisers, together with

the personalisation and targeting that comes

with ITVX.

ITV continues to be the best destination for

advertisers to reach valuable mass

audiences in the UK. Our share of those mass

linear TV audiences continued with over 90%

of the top 1,000 programmes appearing on

ITV and our share of commercial viewing has

also been broadly maintained at just under

33%. This robust performance demonstrates

ITV’s unique market-leading position in

broadcast in the UK

What sets ITV apart from all its

competitors commercially is the ability

to deliver four things:

•  Mass simultaneous reach,

•  Sophisticated targeted advertising

•  Commercial and creative partnerships

•  A brand-safe and trusted environment.

All of this ensures that we can remain

highly competitive in an increasingly

competitive market.

ITVX’s strong performance has continued

into 2024. Total advertising revenue (TAR) is

expected to be up 3% in Q1 compared to the

same period in 2023, with continued strong

growth in digital advertising revenues.

Refer to the Operating and Financial

Performance Review for further details of

ITV Studios and M&E’s strategic priorities

and how the divisions performed in the year.

#### Cost and efficiency programme

Our existing cost saving programme of £150

million between 2019 and 2026, has delivered

£130 million of annualised savings to date

and we are on track to deliver the full £150

million by 2025 – one year early.

We are now in the early stages of a new

strategic restructuring and efficiency

programme across the Group to reshape the

cost base, enhance profitability, and support

the growth drivers of Studios and Streaming.

We are building on the foundations we have

established in digital and data and the

significant progress we have made in

transforming ITV from a linear broadcaster to

a multi-platform broadcaster and streamer.

Savings will come mainly from technology

and operational efficiencies, organisational

redesign across Group, M&E and ITV Studios

and permanent reductions in discretionary

spend across the Group.

By the end of 2024 we expect the programme

to have delivered incremental annualised

savings of at least £50 million gross per year,

giving a £30 million in year gross benefit in

2024. There will be c.£50 million of one-off

costs to deliver these savings. The ongoing

programme is designed to deliver further

incremental material savings over a

number of years which will further build

ITV’s resilience. We will provide further

information as the programme progresses.

#### Our Social Purpose

We reach millions of viewers globally,

through our content, and in the UK,

through our linear channels and ITVX.

We are proud of our position as a Public

Service Broadcaster (PSB) in the UK, telling

the stories that are at the heart of culture

and society. We have the opportunity to

advocate for positive change from social

issues to environmental matters and beyond,

providing the UK public with unbiased

information and diverse perspectives.

Our Social Purpose strategy has four focus

areas: Better Health; Diversity, Equity and

Inclusion; Climate Action and Giving Back.

2023 saw us reach the major milestone for

Better Health in surpassing our five-year goal

which was to encourage audiences to take

over 200 million actions to support their

mental or physical wellbeing. We hit an

extraordinary 249 million actions by the

end of 2023 with our flagship mental health

campaign, Britain Get Talking, playing a

significant role in achieving our target.

Our Giving Back activity in 2023 continued with

our biggest fundraising event, Soccer Aid for

UNICEF. Since its launch in 2006, over £90

million has been raised. As we move forward,

our Giving Back work will shift towards

supporting the next generation called

Better Futures.

THE BAY returned for its fourth series on ITV in 2023.

It is produced by Tall Story Pictures (an ITV Studios label).

![]()

13ITV plc  Annual Report and Accounts 2023

STRATEGIC REPORT

Climate Action remains a priority across our

whole organisation, ensuring we achieve Net

Zero by 2050 in how we make, broadcast and

stream our shows, and use our reach to

inform and inspire audiences to make

greener choices. Our first Climate Transition

Plan is published alongside this report.

ITV continues to consolidate our Diversity,

Equity and Inclusion work. We have

championed diversity across our biggest

shows introducing a range of new voices

on-screen and off-screen and have created

new opportunities for under-represented

groups to thrive in our business.

Refer to the Social Purpose section for

further details on the work we have done

in 2023.

#### Duty of Care

Supporting the mental and physical health

and safety of colleagues and others who

work with ITV and those participating in our

productions remains a key priority. We are

committed to addressing promptly, fairly and

confidentially all concerns and monitoring

the channels we have in place to ensure they

remain appropriate. During 2023 we

continued to strengthen our Speaking Up

programme by driving continuous

communication, awareness and training

of our speaking up channels for individuals

to register concerns, including our speaking

up hotline, SafeCall. I continue to chair the

Duty of Care Operating Board which

meets regularly.

Following the outcome of the external KC

Review, which found that ITV’s handling of

the case surrounding Phillip Schofield and

This Morning was adequate and appropriate.

In 2024 we will focus on implementing the

recommendations arising from the review.

This includes enhanced speaking up related

training focused on different parts of the

Group and further strengthening our

complaints handling processes.

#### Regulation

The Media Bill which is currently working its

way through Parliament, will update the legal

and regulatory framework for television,

particularly delivered online. This should help

ensure that content from PSBs, including ITV,

will be included and easily discoverable

on all major streaming platforms, on fair

commercial terms. Once the Bill becomes

law, we will remain fully engaged with

Ofcom and the government throughout

any subsequent processes necessary for

its full implementation.

In May 2023, we submitted our application

to Ofcom for the renewal of our Channel 3

licenses, which expire on 31 December 2024.

We are fully engaged in the process, which

we expect to conclude in the first half of 2024.

#### Colleagues

Our colleagues are central to everything that

we do and are fundamental to the success of

ITV. They have played a significant role in

delivering our strategy effectively this year

and I am incredibly grateful for the hard work

and commitment all our colleagues show.

I always appreciate how our people love

collaborating with each other and with so

many partners externally, and how motivated

they are to be part of making great shows

that lift people and change people’s lives.

We have continued to invest in the

development of our colleagues and in

ensuring we have an inclusive culture where

everyone can be their authentic selves. I am

pleased that in our 2023 Engagement and

Culture Survey, 75% of colleagues who

responded, feel like they belong at ITV.

In 2024 we will be running a series of

Roadshows across ITV and I am really looking

forward to meeting many of our colleagues

from all areas of the business. With their

input, commitment and energy, ITV will

continue to successfully execute our strategy.

#### Outlook

We have made great progress towards

our 2026 KPIs. 2023 was the year of peak

investment for Streaming, which together

with the successful execution of our

strategy and the efficiencies delivered to

date have made ITV more robust. ITV has

a leading, scaled, global Studios business,

a high growth Streaming service and a

cash generative linear advertising business.

This ensures that we are well placed to

grow profits from here as we continue to

drive material efficiencies, invest behind

our strategic priorities and deliver returns

to shareholders.

CAROLYN MCCALL

CHIEF EXECUTIVE

THREE LITTLE BIRDS

is a drama written by

Sir Lenny Henry and inspired

by his mother’s journey to

Britain in the late 1950s.

It aired on ITV1 and ITVX

in October 2023.

SHETLAND is a crime drama

produced by Silverprint

Pictures (an ITV Studios

label) for the BBC.

![]()

Our KPIs and related targets for 2026 align our performance and accountability

with our strategic priorities. This is detailed further in the Strategy section of the

Chief Executive’s Statement.

All KPIs are reported on a six-month basis. The following are reported quarterly: ITV Studios total revenue growth, total digital revenue,

total streaming hours, share of commercial viewing and share of top 1,000 commercial broadcast TV programmes.

Refer to the Operating and Financial Performance Review for further details on the performance of all our KPIs.

#### ITV GROUP

#### Adjusted EPS

1

Adjusted EPS represents the adjusted

profit after tax

1

attributable to each equity

share in the year. It is an important measure

as we aim to create long-term value for our

shareholders.

Performance

Adjusted EPS decreased by 41% from 13.2p

to 7.8p. Strong growth in ITV Studios

adjusted EBITA

1

, up 10%, was offset by a

decline in total advertising revenues (TAR),

down 8%, and an increase in M&E costs

from the planned investment in content for

ITVX, higher streaming related costs and

third-party commercial payaways.

2023

7.8p

‑41% on 2022

2022 13.2

2023 7. 8

2020

2021

10.9

15.3

#### Cost savings

Cost savings are permanent savings to the

business. Managing our cost base and

mitigating the impact of inflation is key as

we aim to run our business as efficiently as

possible and fund investments in line with

our strategic priorities.

Performance

We delivered £24 million of permanent

cost savings in 2023, which is ahead of the

£15 million in year target. To date, we have

delivered £130 million of our 2019 to 2026

target of £150 million.

We are now in the early stages of a new

strategic restructuring and efficiency

programme across the Group which will

deliver incremental annualised savings

of at least £50 million gross per year, giving

a £30 million in year gross benefit in 2024.

2023

£130m

cumulative savings

since 2018

2026 Target

Deliver over £150 million of cumulative savings between 2018

and 2026

#### Profit to cash conversion

1

One of ITV’s strengths is its cash

generation, reflecting our ongoing tight

management of working capital balances.

Profit to cash conversion serves as a key

indicator in measuring our effectiveness. It

is calculated as our adjusted cash flow as a

proportion of adjusted EBITA

1

.

Performance

Profit to cash conversion was 102% in

the year. The strong outturn compared to

2022 was due a favourable movement in

working capital from the unwind of

programme rights and inventory previously

built up for the launch of ITVX. In addition,

there has been a reduction in production

inventories predominantly in the US as a

result of the 2023 writers’ and actors’ strike.

2023

102%

2020

2021

2022

138

80

75

2023 102

2026 Target

Maintain at around 85%

1.   A full reconciliation between our adjusted and statutory results is provided in the APMs section

14  ITV plc  Annual Report and Accounts 2023

#### KEY PERFORMANCE INDICATORS

![]()

#### EXPAND STUDIOS

UK AND GLOBAL PRODUCTION

#### ITV Studios total organic revenue growth

2

ITV Studios total organic revenue growth

measures the scale and success of our

global studios business. It includes

revenues from programmes sold to M&E,

which as a vertically integrated producer,

broadcaster and streamer, is an important

part of our business.

Performance

Total organic revenue was up 3% following a

strong 2022 which was up 14%. Organic

revenue excludes the benefit of our

acquisitions of Plimsoll Productions and

Lingo Pictures in 2022, and the

unfavourable impact of a £15 million foreign

exchange movement.

ITV Studios total revenue grew 4% to

£2,170 million.

2023

+3% on 2022

2022 14

2023 3

2020

2021

0

31

Note: 2020 was down 25% due to the

impact of the COVID-19 pandemic.

2026 Target

Grow by 5% on average per annum (from 2021)

#### ITV Studios adjusted EBITA

2

#### margin %

This is the key profitability measure used

across the ITV Studios business. The

margin is calculated on ITV Studios total

revenue.

Performance

ITV Studios adjusted EBITA margin was

13.2% (2022: 12.4%), which is restored

within the targeted range.

2023

13.2%

+0.8 basis points

on 2022

2022 12.4

2023 13.2

2020

2021

11

12

2026 Target

Deliver in the 13% to 15% range

#### Total high‑end scripted hours

Total high-end scripted hours is an

important measure in assessing the

success of our strategic priority, to grow our

scripted business. High-end scripted hours

include new commissions or returning

franchises that have a higher cost per hour

than continuing drama.

Performance

The number of high-end scripted hours

produced by ITV Studios increased by 14%

to 316 hours in 2023 driven by titles such as

Big Beasts, Fool Me Once and Love Island

in the UK, and Twin Love and Physical

in the US.

2023

#### 316hrs

+14% on 2022

2022 276

2023 316

2020

2021

112

175

2026 Target

Grow to 400 hours

#### Number of formats sold in three or more countries

3

The Studios business is focused on

maximising the international monetisation

of high-value formats. A good measure of

international success is when a format is

commissioned in three or more countries in

the year.

Performance

The number of formats sold in three or

more countries was 19, which was flat

year-on-year. Recent formats that have

sold in three or more countries include;

My Mum, Your Dad; Pranked; and

Song of my Life.

2023

19

#### formats

#### flat on 2022

2022 19

2023 19

2020

2021

14

15

2026 Target

Grow to 20 formats

#### % of ITV Studios total revenue from streaming platforms

Over the medium term, the key driver of

growth in the global content market is

expected to be from streaming platforms.

The percentage of ITV Studios total

revenue from streaming platforms is an

important measure of delivering its

strategic priority of further diversifying its

customer base and meeting its 2026 total

organic revenue growth target.

Performance

The percentage of ITV Studios total

revenue from streaming platforms grew to

32%, hitting the target three years early.

Meeting this target is impacted by the

phasing of deliveries and therefore our

target is to maintain at least 30%. Notable

deliveries to streaming platforms in 2023

included: Squid Games: The Challenge

and One Piece for Netflix, and Franklin for

Apple TV+.

2023

32%

+10 basis points

on 2022

2022 22

2023 32

2020

2021

10

13

2026 Target

Grow to 30% of ITV Studios total revenue

2.  Our APMs are defined within the APMs section of this report. It also includes a full reconciliation between our adjusted and statutory results

3.  Spin-offs such as Love Island Games, are considered distinct from the original format (i.e. Love Island) for the purpose of this indicator

15ITV plc  Annual Report and Accounts 2023

STRATEGIC REPORT

![]()

M&E

SUPERCHARGE STREAMING

#### Total digital revenue

1

Total digital revenue comprises all revenue

streams from our digital businesses,

predominantly digital advertising. It is an

important measure of the acceleration of

our digital strategy as we supercharge

streaming.

Performance

Total digital revenue grew 19% to £490

million. The growth was driven by digital

advertising revenue, which was up 21%.

This was marginally offset by a decline in

competition revenues through ITV Win.

2023

£490m

+19% on 2022

2022 411

2023 490

2020

2021

248

347

2026 Target

More than double (compared to 2021) to at least £750m

#### Total streaming hours

2

Increasing the time users spend streaming

ITV content is a key strategic priority. It

drives scale which is important to attract

and retain advertisers, and contributes to

total digital revenue growth.

Performance

Total streaming hours increased 26% to

1,505 million hours. This growth reflects our

high-quality content offering, along with

our investment in ITVX to enhance the

product and user experience and to expand

our distribution and marketing activity. This

has helped retain and attract more users

who have watched content for longer.

2023

1,505m

#### hrs

+26% on 2022

2022 1,192

2023 1,505

2020

2021

856

1,048

2026 Target

Double (compared to 2021) to 2bn hours

#### Monthly active users (MAU)

3

Attracting more monthly active users to

ITVX is a key strategic priority. It increases

reach which is important to attract and

retain advertisers and contributes to total

digital revenue growth.

Performance

Monthly active users grew 19% to

12.5 million. As with total streaming hours,

the growth in monthly active users has

been driven by investment in the quality

and scale of content on ITVX, the

enhanced product and user experience,

and the expanded distribution and

marketing activity.

2023

12.5m

+19% on 2022

2022 10.5

2023 12.5

2020

2021

8.4

9.9

2026 Target

Double (compared to 2021) to 20m

#### UK subscribers

4

UK subscribers capture total UK

subscriptions to ITV streaming platforms. It

is an important measure of how we are

monetising ITV viewers who are willing to

pay for ad-free and additional content.

Performance

Total UK subscribers as of 31 December

2023 was down 7% year-on-year as we

transitioned subscribers from our

standalone app, BritBox UK, into ITVX

Premium, combined with the closing of the

legacy ITV Catch Up service on Amazon

Prime Video Channels.

The key focus of ITVX is our ad-funded

proposition which is where we have

channelled our efforts and resources in its

launch year.

2023

1.3m

‑7% on 2022

2022 1.4

2023 1.3

2020

2021

0.9

1.2

2026 Target

Double (compared to 2021) to 2.5m

1.  Total digital revenue includes revenue from digital advertising, subscriptions, linear addressable advertising, digital sponsorship and partnerships, ITV Win and any other revenues

from digital business ventures

2.  Total streaming hours is the total number of hours viewers spent watching ITV across all streaming platforms, reported at a device level. This figure includes both ad-funded and

subscription streaming. In 2022, full year results, total streaming hours were reported as 1,139 million hours, which included some estimates of total streaming viewing from

third-party data providers and has been updated to reflect more recently available and accurate data

3.  Monthly active users captures the average number of registered users throughout the year who accessed our owned and operated on-demand platforms each month

4.  UK subscribers are users of ITVX’s premium tier and the BritBox UK standalone service. It includes those who pay ITV directly, those who are paid for by an operator, and free

trialists. Before the launch of ITVX in December 2022, this also included ITV Hub+ subscriptions

16  ITV plc  Annual Report and Accounts 2023

KEY PERFORMANCE INDICATORS CONTINUED

![]()

M&E

OPTIMISE BROADCAST

#### Share of top 1,000 commercial broadcast TV programmes

5

Maintaining our strength in delivering mass

commercial linear TV audiences enables

ITV to attract and retain advertisers and

command a premium from them.

Performance

Our 2023 share was 91%, which was down

2% points year-on-year, with 2022

benefiting significantly from the FIFA World

Cup. In 2023, dramas such as Unforgotten

and The Bay, entertainment formats such

as Britain’s Got Talent and Saturday Night

Takeaway and sporting events such as

Rugby World Cup, helped to maintain ITV’s

strong commercial mass audience

proposition.

2023

91%

‑2 basis points on

2022

2022 93

2023 91

2020

2021

93

93

2026 Target

Maintain a share of at least 80%

#### Share of commercial viewing

6

Maintaining ITV’s number one position in

the UK broadcast market helps us attract

and retain advertisers and is vital to

maximising advertising revenues.

Performance

Share of commercial viewing decreased by

1.2% points to 32.6% in 2023, with strong

viewing for the FIFA World Cup benefiting

our share in 2022.

2023

32.6%

‑1.2 basis points on

2022

2022 33.8

2023 32.6

2020

2021

32.8

33.1

2026 Target

Maintain at 33%

5.  The share of top 1,000 commercial broadcast TV programmes is measured by BARB based on viewing figures. This includes TV viewing from transmission and seven days

post-transmission on catch up, as well as six weeks prior to the transmission window. It excludes programmes with a duration of <ten minutes. This metric is calculated as a

12-month rolling average to normalise seasonal scheduling

6.  Share of commercial viewing is the total viewing of audiences over the period achieved by ITV’s family of channels as a proportion of all ad-supported commercial broadcaster

viewing in the UK. ITV Family includes ITV, ITV2, ITV3, ITV4, ITVBe, CITV, ITV Breakfast, CITV Breakfast and associated ‘HD’ and ‘+1’ channels. Note that CITV closed down and

became a fully on demand service on ITVX in September 2023

17ITV plc  Annual Report and Accounts 2023

STRATEGIC REPORT

![]()

18  ITV plc  Annual Report and Accounts 2023

OPERATING AND FINANCIAL PERFORMANCE REVIEW

ITV continued to successfully execute its strategy in 2023 despite the

challenging macroeconomic environment. It delivered a robust financial

performance with ITV Studios recording its highest-ever revenues and profit,

and within Media & Entertainment (M&E), ITVX drove a step change in key

viewing metrics and delivered strong growth in digital advertising revenues.

#### FINANCIAL HIGHLIGHTS

1

Twelve months to 31 December

2023

£m

2022

£m

Change

£m

Change

%

ITV Studios 2,170 2,096 74 4

M&E 2,090 2,249 (159) (7)

Total revenue 4,260 4,345 (85) (2)

Internal supply (636) (617) (19) (3)

Total external revenue 3,624 3,728 (104) (3)

ITV Studios adjusted EBITA 286 259 27 10

M&E adjusted EBITA 205 464 (259) (56)

Adjusted EBITA 491 723 (232) (32)

Unrealised profit in stock adjustment (2) (6) 4 67

Group adjusted EBITA 489 717 (228) (32)

Group adjusted EBITA margin 13% 19% (6%) pts

Statutory operating profit 238 519 (281) (54)

Profit before tax (adjusted) 396 672 (276) (41)

Adjusted EPS (p) 7.8p 13.2p (5.4p) (41)

Statutory EPS (p) 5.2p 10.7p (5.5p) (51)

#### KEY FINANCIALS

1

Group external revenue

£3,624m

-3% vs 2022

Total ITV Studios revenue

£2,170m

+4% vs 2022

Total digital revenue

£490m

+19% vs 2022

Group adjusted EBITA

£489m

-32% vs 2022

Statutory operating profit

£23 8m

-54% vs 2022

Adjusted EPS

7.8p

-41% vs 2022

Statutory EPS

5.2p

-51% vs 2022

Net debt

£553m

31 Dec 2022: £623m

1.  We measure performance through a range of metrics, particularly through our APMs and KPIs, as well as statutory results, all of which are set out and defined in the

APMs section

#### Group financial overview

2023 was the second-highest total revenue

outturn in ITV’s history. While total revenue

decreased by 2% and total external revenue

was down by 3% in 2023, our growth drivers

continued to perform well. ITV Studios grew

by 4% and digital revenues

2

grew by 19%,

both of which substantially offset a 15%

decline in linear advertising due to the

challenging advertising market. Total

non-advertising revenue grew by 3%.

Group adjusted EBITA decreased by 32%,

reflecting the challenging advertising market

and planned investment in ITVX. ITV Studios

adjusted EBITA increased by 10%, with the

margin 13.2% restored to within our target

range. M&E adjusted EBITA decreased by

56% for the reasons noted above.

We continue to focus on reducing costs and

driving efficiencies. In the year, we exceeded

our £15 million cost savings target, delivering

£24 million of permanent cost savings across

the business, which included headcount

savings from changes in our operating model

in M&E, permanent operational efficiencies

across ITV Studios and M&E, property

savings from our US Studios business,

and contractual renegotiations.

Our existing cost saving target of £150 million

between 2019 and 2026, has delivered £130

million of annualised savings to date and we

are on track to deliver the full £150 million by

2025 – one year early.

2.   Includes revenue from digital advertising, digital sponsorship and our subscription services

![]()

19ITV plc  Annual Report and Accounts 2023

STRATEGIC REPORT

We are now in the early stages of a new

strategic restructuring and efficiency

programme across the Group to reshape the

cost base, enhance profitability, and support

the growth drivers of Studios and Streaming.

We are building on the foundations we have

established in digital and data and the

significant progress we have made in

transforming ITV from a linear broadcaster to

a multi-platform broadcaster and streamer.

Savings will come mainly from technology

and operational efficiencies, organisational

redesign across Group, M&E and ITV Studios,

and permanent reductions in discretionary

spend across the Group.

By the end of 2024 we expect the programme

to have delivered incremental annualised

savings of at least £50 million gross per year,

giving a £30 million in year gross benefit in

2024. There will be c.£50 million of one-off

costs to deliver these savings. The ongoing

programme is designed to deliver further

incremental material savings over a number

of years which will further build ITV’s

resilience. We will provide further

information as the programme progresses.

Total operating exceptional items were

£77 million (2022: £65 million) which included

£24 million of acquisition-related expenses

and £25 million of restructuring and

transformation costs. This stems from the

Group-wide commitment to reduce the

overhead cost base, and includes

restructuring and transformation

programme costs to deliver our strategy

(see note 2.2 to the financial statements

for further detail).

Adjusted financing costs were up year-on-

year at £29 million (2022: £26 million) largely

due to higher market interest rates at similar

levels of debt. Statutory net financing costs

were £45 million, up year-on-year (2022: £26

million) due to charges related to acquisition-

related put and call options.

Our adjusted effective tax rate was 21.5%

(2022: 20.1%) and the statutory effective tax

rate was (8.3%) (2022: 13.2%). The lower

statutory effective tax rate in the year was

due to higher HETV tax credits relative to the

tax charge, and a proportionally lower profit

before tax in the year compared to 2022.

Adjusted EPS for the year was 7.8p (2022:

13.2p), with statutory EPS decreasing from

10.7p to 5.2p. See the Finance Review for

further detail.

Our profit to cash conversion (which is an

APM) in 2023 was high at 102% (2022: 75%).

Conversion in 2023 has been distorted by the

writers’ and actors’ strike in the US, and it will

also impact 2024. In 2023 there was a release

in working capital which will reverse in 2024

as we resume US scripted productions.

Across the two years we expect profit to cash

conversion to be at the normal levels of

around 80%.

At 31 December 2023 we had £361 million

of free cash flow (31 December 2022:

£280 million), our net debt was £553 million

(31 December 2022: £623 million) and our

net debt to adjusted EBITDA was 1.0x

(31 December 2022: 0.8x). Refer to the

Finance Review for more detail.

We have good access to liquidity.

At 31 December 2023, we had cash and

committed undrawn facilities totalling

£1,240 million, including total cash of £340

million (31 December 2022: £1,098 million,

including total cash of £348 million).

We have a clear capital allocation policy

and our priorities remain unchanged

(see the Finance Review for further details).

The Board recognises the importance of the

ordinary dividend to ITV shareholders.

Reflecting its confidence in the business and

its strategy, as well as the continued strong

cash generation, the Board has declared a

final dividend of 3.3p, giving a full year

ordinary dividend of 5.0p per share for 2023,

which is a total return of c.£200 million

(2022: 5.0p). The Board remains committed

to paying a full year ordinary dividend of at

least 5.0p in 2024, which it expects to grow

over the medium term, whilst balancing

further investment in our strategy and our

commitment to investment grade metrics

over the medium term.

On 01 March 2024 ITV announced the sale of

its 50% shareholding in BritBox International

to BBC Studios for a cash consideration of

£255 million. The Board intends to return the

entire net proceeds to shareholders through

a £235 million share buyback which will be

completed within the next 18 months.

We remain focused on managing our cash

and costs while continuing to invest in

delivering our strategic priorities. Our robust

balance sheet allows us to do this while

delivering returns to shareholders

A range of scenarios reflecting ITV’s principal

risks has been modelled and considered in

the assessment of ITV’s longer-term viability.

Refer to page 72 for further details.

ARCHIE is a drama based on the life of Cary Grant.

It was produced for ITVX by ITV Studios and Britbox International.

![]()

20  ITV plc  Annual Report and Accounts 2023

OPERATING AND FINANCIAL PERFORMANCE REVIEW CONTINUED

ITV Studios is a scaled and global creator, owner and distributor

of high-quality TV content operating in 13 countries and across

60+ labels; diversified by genre, geography and customer in the

key creative markets around the world.

## ITV

## STUDIOS

ONE PIECE is based on a

Japanese manga series and

produced by Tomorrow Studios

in the US (a partnership with

ITV Studios) for Netflix. It has

been recommissioned for a

second season. Image

courtesy of Netflix.

![]()

21ITV plc  Annual Report and Accounts 2023

STRATEGIC REPORT

ITV Studios benefits from scale, being the

largest producer in the UK, one of the

largest unscripted producers in the US and

one of the top three in the majority of the

remaining international markets in which it

operates. ITV Studios is a trusted supplier

with well established relationships with

key content buyers and leading creative

talent in those markets; and with a

combined content library of over 90,000

hours, it is also one of the pre‑eminent

global distributors.

The global content market is large, (c.$226

billion in 2023) and attractive with all

platforms needing a mix of content to

succeed in a very competitive market. Going

forward, we expect to see growth in the key

segments in which ITV Studios operates,

including content licensing and demand from

streaming platforms for unscripted content

and cost effective premium scripted content

which we are well positioned to take

advantage of. We are confident that we will

continue to grow our market share to 2026

driven by our scale; our diversification by

customer; geography and genre; a strong

track record of high-quality content; a very

strong slate for 2024 and beyond; and our

leading creative talent.

Over the last six years ITV Studios revenue

(excluding acquisitions) has grown by around

5% CAGR, faster than the market of around

4% CAGR (Source: Ampere Analysis – based

on the ITVS addressable market).

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 priorities to

drive revenue and profit growth:

1.  Growing our scripted business to meet the

growth in global demand

2.  Growing our global formats business to

maximise the monetisation of high-value

formats

3.  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 creative talent.

We have KPI targets for 2026 which reflect

the key drivers of growth and value. See the

Strategy section within the CEO Report for

more details on our KPIs, why they are

important and how they will enable us to

deliver total organic revenue growth of 5% on

average per annum over the five years from

2021 to 2026 – ahead of the market, at an

adjusted EBITA margin of 13% to 15%.

#### Growing our

#### scripted business

#### Growing our scripted business is

#### one of our key strategic priorities

Scripted content plays a key role in attracting

and retaining viewers and subscribers on

both FTA and streaming platforms. This

together with the increase in the number of

streaming platforms has led to an increase in

original scripted commissions in the UK, US,

Australia and Europe. Furthermore, over

recent years there has been increasing

demand for locally produced non-English

language scripted content. With our global

production presence and a strong track

record for delivering high-quality scripted

content, ITV Studios is well-positioned to

cater to this demand, and importantly grow

its share of the market.

ITV has a portfolio of scripted labels in the

UK and internationally, which creates and

produces high-quality content with global

appeal for both FTA and streaming

platforms. We continue to see good

momentum in our creative pipeline with

several of our 2023 deliveries, such as Mr

Bates vs The Post Office, Fool Me Once and

One Piece gaining global attention and

driving significant audiences on their

respective platforms.

#### In 2023, ITV Studios

#### high‑end scripted hours

#### increased by 14%

#### year‑on‑year to 316 hours

(2022: 276 hours) and

we remain on track to

produce 400 hours of

#### high‑end scripted content

#### per annum by 2026.

Global Partnerships (previously Global

Formats and Distribution) plays a key role in

growing scripted value across the business.

Global Partnerships invests around £70

million annually to acquire the distribution

rights (across both scripted and unscripted

genres) in ITV Studios-produced content and

selective third-party content. Having the

integrated producer-distributor relationship

enables Global Partnerships to make

strategic 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 Partnerships maximises the

value of these projects over a long-term

sales lifecycle.

FOOL ME ONCE is a thriller made by Quay Street Productions

(an ITV Studios label) for Netflix. It is one of Netflix’s all-time

top ten English language dramas. Image courtesy of Netflix.

![]()

22  ITV plc  Annual Report and Accounts 2023

OPERATING AND FINANCIAL PERFORMANCE REVIEW CONTINUED

#### Growing our

#### Global Formats business

Unscripted content also remains important

to ITV Studios. Through our Global

Partnerships business, we monetise our

portfolio of some of the world’s most

successful travelling entertainment formats,

as well as maximise commercial

opportunities from our brands. 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 includes

our established formats such as The Voice

(one of the most successful unscripted

format brands in the world), Love Island, The

Chase, Come Dine With Me, Hell’s Kitchen

and I’m A Celebrity…Get Me Out Of Here!.

These formats continue to sell in new

territories and attract mass audiences for

our clients. They are highly sought after by

both traditional broadcasters and streaming

platforms, offering cost-effective content

with a proven track record of audience

success. We also have several new formats

that have been commissioned in our UK, US

and international production bases, with the

potential to be future global hits. These

include My Mum, Your Dad (our first global

format to originate from the US); I Kissed A

Boy; and Make Love Fake Love.

As well as protecting our biggest brands, we

are also focused on expanding our franchises

by creating successful spin-offs that allow us

to evolve existing formats. Examples include

The Voice, which now has six spin-off

versions; Love Island has two new spin-offs,

Love Island Games and Love Island All Stars;

and I’m A Celebrity…Get Me Out Of Here!

South Africa is a new spin-off in the UK.

In 2023, across our Global Partnerships

business, we sold 63 unique formats

internationally (2022: 64), 19 of which were

sold to three or more countries (2022: 19).

By 2026, we expect to have 20 such formats,

with a view that one of these may be a

significant new format like The Voice or

Love Island.

Our Global Partnerships business also

focuses on leveraging our vast content

library and maximising the value of both

primary and secondary windows with FTA

broadcasters, Pay TV and streaming

platforms – a growth area for the business.

Global Partnerships has recently launched

a collection of owned and operated FAST

1

channels across the world which features

our content, on platforms such as Pluto,

Samsung and Rakuten. This aligns with

the business strategically positioning itself

to adapt to the evolving media landscape,

taking advantage of various distribution

channels and platforms to reach a

global audience.

#### Further diversifying our

#### customer base

As the demand for content from streaming

platforms grows globally, this presents a

significant opportunity for ITV Studios to

further diversify its customer base and

remains a key priority of ITV Studios strategy

to grow its market share and meet its 2026

KPI targets.

In the US, we have well-established and

trusted relationships with all the major

streaming platforms. We currently have

scripted or unscripted projects either in

development or commissioned by all of

them. In 2023, over 40% of US unscripted

revenues and nearly 100% of US scripted

revenues came from streaming platforms.

The percentage of ITV Studios total revenues

from streaming platforms increased to 32%

(2022: 22%) in 2023 and exceeds our 2026

target of 30%. This has been impacted by

the phasing of large deliveries in the year

and therefore we are maintaining our target

at 30%. Deliveries in 2023 included the

following for Netflix: Fool Me Once – one

of their all-time top 10 English language

dramas, Squid Game: The Challenge,

One Piece, and SUBURRÆTERNA; Playdate

for Disney+; Franklin, Physical and Big Beasts

for Apple TV+; Twin Love for Amazon; and

Love Island US and Love Island Games

for Peacock.

Whilst further diversifying our customer base

with streaming platforms is a key strategic

priority for ITV Studios, it requires careful

management of our working capital as

streaming platforms typically expect

extended payment profiles. In some

instances, it may also limit our ability to

maintain all rights for high-value scripted

titles as streaming platforms usually seek

worldwide distribution rights for original

commissions, in return for a premium fee

on commissions.

LOVE ISLAND

ALL STARS is a

reality series and

is a spin-off from the

globally successful

format, Love Island.

SUBURRÆTERNA

is an Italian crime drama

produced by Cattleya

(an ITV Studios label) for

Netflix. Image courtesy

of Netflix.

1.  Free Ad-supported Streaming TV

![]()

23ITV plc  Annual Report and Accounts 2023

STRATEGIC REPORT

#### Attracting and retaining

#### leading talent

A key part of ITV Studios investment strategy

and its overall success is its ability to attract

and retain the best creative talent. ITV

Studios offers talent a unique combination of

creative independence, an entrepreneurial

culture, and the resources of a global studio

business. This includes access to ITV Studios

global distribution network, and in the UK,

the benefit of being a vertically integrated

producer broadcaster and streamer. We are

proud to be able to continue to attract the

best talent in the market, most recently

welcoming Plimsoll Productions, Lingo

Pictures and Ben Stephenson, who set up

a transatlantic scripted label, Poison Pen

Studios, in ITV Studios.

ITV has successfully integrated its new

labels – many set up through recent talent

deals – and they have delivered an

impressive slate of programmes, including

A Year On Planet Earth and Big Beasts, both

from Plimsoll Productions in the UK, Prosper

from Lingo Pictures in Australia, Fool Me

Once, Playdate and After the Flood from

Quay Street Productions in the UK, and Night

in Paradise from Windlight Pictures in

Germany. This strong pipeline demonstrates

ITV Studios commitment and success in

nurturing and leveraging top creative talent

to deliver engaging and high-quality content.

#### ITV Studios 2023 financial performance

Twelve months to 31 December

2023

£m

2022

£m

Change

£m

Change

%

Organic Change\*

%

ITV Studios UK 962 822 140 17 16

ITV Studios US 395 467 (72) (15) (13)

ITV Studios International 445 465 (20) (4) (8)

Global Partnerships 368 342 26 8 8

Total ITV Studios revenue 2,170 2,096 74 4 3

Total ITV Studios costs (1,884) (1,837) (47) (3) (2)

Total ITV Studios adjusted EBITA\*\* 286 259 27 10 8

ITV Studios adjusted EBITA margin 13.2% 12.4%

\*  The organic change assumes exchange rates remain consistent with the comparative period and it removes the impact of acquisitions in the current or comparative period.

\*\*  Includes the benefit of production tax credits. Refer to Alternative Performance Measures for key adjustments to EBITA and adjusted EBITA.

Twelve months to 31 December

2023

£m

2022

£m

Change

£m

Change

%

Sales from ITV Studios to M&E 629 611 18 3

External revenue 1,541 1,485 56 4

Total ITV Studios revenue 2,170 2,096 74 4

Twelve months to 31 December

2023

£m

2022

£m

Change

£m

Change

%

Scripted

1

802 723 79 11

Unscripted 1,057 1,038 19 2

Core ITV

2

and Other 311 335 (24) (7)

Total ITV Studios revenue 2,170 2,096 74 4

1.  Includes high-end scripted and other scripted revenues

2.  Core ITV includes the soaps and daytime shows produced by ITV Studios for ITV1

SQUID GAME: THE CHALLENGE is a reality competition

series produced by The Garden (an ITV Studios label) for

Netflix. It was one of Netflix’s most-watched unscripted

originals in 2023. Image courtesy of Netflix.

![]()

24  ITV plc  Annual Report and Accounts 2023

OPERATING AND FINANCIAL PERFORMANCE REVIEW CONTINUED

ITV Studios delivered its highest-ever

revenues and profits in 2023. Total revenue

was up 4%, and external revenue was up 4%

driven predominantly by growth in the UK.

Sales from ITV Studios to M&E were up 3%,

with several new dramas for ITV1 and ITVX.

Total organic revenue at constant currency

was up 3%, impacted by a £15 million

unfavourable foreign exchange movement

in the year and a £65 million inorganic

contribution from Plimsoll Productions

and Lingo Pictures which were both

acquired in 2022.

Reflecting our presence in key global

production markets, 58% of ITV Studios

revenue was generated outside the UK

(2022: 60%).

ITV Studios adjusted EBITA was up 10%

year-on-year, with our adjusted EBITA margin

of 13.2% (2022: 12.4%) restored to within our

13% to 15% target range. There was a £3

million unfavourable impact from foreign

exchange. During the year, £13 million of

permanent cost savings were delivered

relating to operational efficiencies, our US

property move and a permanent reduction

in discretionary spend.

We continue to look at ways to drive

efficiencies and improve margins over the

medium term, including rationalising our

property footprint, using technology and

data to drive cost and revenue efficiencies,

utilising our production hubs for our key

global formats, taking further steps to

digitise our production processes, as well as

using remote editing more routinely and the

operational use of AI where possible. We

remain committed to our adjusted EBITA

margin guidance of 13% to 15%.

#### ITV Studios 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 linear TV channels and ITVX.

The core portfolio includes daytime

programmes such as Good Morning Britain,

This Morning, Loose Women, and Lorraine;

the soaps: Coronation Street and

Emmerdale; and entertainment programmes

such as The Voice, The Chase, Love Island

and I’m A Celebrity…Get Me Out Of Here!

ITV Studios UK saw strong revenue growth in

2023, up 17% to £962 million (2022: £822

million) and up 16% to £920 million on an

organic basis, which adjusts for the

acquisition of Plimsoll Productions in 2022.

It had an impressive slate of deliveries for a

broad customer base, which included a Love

Island winter and summer series, I’m a

Celebrity…Get Me Out Of Here! South Africa,

After the Flood, and Grace, all for ITV; as well

as The Completely Made-Up Adventures of

Dick Turpin for AppleTV+, Squid Game: The

Challenge for Netflix – which was one of their

most watched unscripted original

productions globally in 2023, Vigil, World On

Fire, The Outlaws, and Shetland for the BBC,

and Dinner With The Parents for FreeVee.

61% of revenue was derived from sales to the

M&E business (2022: 65%).

Deliveries expected in the first half of 2024

include internal sales to M&E of new and

returning entertainment programmes such

as Love Island All Stars, Saturday Night

Takeaway, and the Chase, and returning

dramas, The Bay and Vera. External sales

include The Reluctant Traveller for Apple

TV+, Missing You for Netflix and The

Gathering for Channel 4.

#### ITV Studios US

ITV Studios US provides content to all the

major networks and cable channels in the

US, along with every major streaming

platform. It has a good foundation of core

programmes, including unscripted titles with

multiple seasons and a high volume of

episodes, along with premium scripted

content, which has enabled the business to

grow its presence significantly and develop

deep client relationships, in a highly

competitive market.

In 2023, ITV Studios US total revenue

declined by 15% to £395 million (2022: £467

million) and by 13% to £405 million on an

organic basis when adjusted for the

unfavourable foreign exchange impact. The

decrease in revenue year-on-year reflects

the phasing of large, unrepeated scripted

and unscripted deliveries year-on-year,

including Snowpiercer, Let The Right One In

and Hell’s Kitchen, combined with lower

demand from networks.

QUEER EYE is a reality series

produced by ITV Studios

America for Netflix and is in its

eighth season. Image courtesy

of Netflix.

MY MUM, YOUR DAD is an

unscripted format originating

in ITV America. It had its first

series in the UK in 2023 and

has been sold to ten countries.

![]()

25ITV plc  Annual Report and Accounts 2023

STRATEGIC REPORT

Within ITV Studios America (scripted), 2023

deliveries included Franklin for Apple TV+

which is ITV Studios America’s biggest

scripted production to date, Physical S3 for

AppleTV+, as well as executive producing

One Piece for Netflix – which was one of the

platform’s most-watched original scripted

productions globally in 2023. ITV America

(unscripted) saw the delivery of new and

returning titles such as Love Island and Love

Island Games for Peacock, The Prank Panel

for ABC and Twin Love for Amazon.

In 2024, ITV Studios America will be

impacted by the US writers’ and actors’

strikes in 2023 which delayed the

development of several projects which

were due for delivery in 2024. This will delay

around £80 million of revenue from 2024

to 2025.

In the first half of 2024, unscripted

deliveries from ITV America are expected

to include Queer Eye for Netflix and Alone

for History Channel.

#### ITV Studios International

ITV Studios International produces original

scripted and unscripted content across our

production bases, as well as local versions of

key formats developed through our Global

Partnerships business. Growing our

European scripted business allows us to

benefit from the demand for

locally-produced content with global appeal,

and we have scripted projects in production

and development with Amazon, Netflix,

Paramount+, and Disney+, as well as local

streaming platforms, such as Videoland in

the Netherlands, and Stan in Australia.

Revenue within ITV Studios International

decreased by 4% to £445 million

(2022: £465 million) in 2023, and by 8% to

£428 million on an organic basis when

adjusted for the unfavourable impact of

foreign currency and the acquisition of Lingo

Pictures in 2022. This decline reflects lower

deliveries year-on-year, mainly in Italy and

Germany and some scripted deliveries being

delayed to 2024. Deliveries in 2023 included

I’m A Celebrity... Get Me Out Of Here! in

Germany and Australia, Love Island in

Australia, as well as Diana and

SUBURRÆTERNA from Cattleya in Italy, and

Prosper from Lingo Pictures in Australia.

Deliveries expected in the first half of 2024

include Comedy Camp in France, as well as

key formats such as I’m A Celebrity…Get Me

Out Of Here!, The Voice and The Chase being

delivered across multiple countries.

#### Global Partnerships

Global Partnerships saw good revenue

growth in 2023, up 8% year-on-year to

£368 million (2022: £342 million) and 8% to

£369 million on an organic basis when

adjusted for the unfavourable impact of

foreign currency. The business benefited

from the international distribution of

returning titles such as World On Fire and

Vigil, and has leveraged the breadth and

depth of its extensive catalogue with sales to

other broadcasters and streaming platforms

globally – which are a growth area for Global

Partnerships. Finished programming sales of

unscripted formats were also good, including

The Voice, Love Island and The Graham

Norton Show, all delivering across multiple

different territories.

2024 and beyond should see an increased

pipeline of new content for Global

Partnerships . New titles expected to sell

internationally in 2024 include A Cruel Love:

The Ruth Ellis Story and After The Flood.

#### OUTLOOK

ITV Studios remains on track to deliver

total organic revenue growth of 5% on

average per annum from 2021 to 2026

– ahead of the market, at an adjusted

EBITA margin of 13% to 15%.

Going forward we expect to see growth

in key segments in which we operate –

content licensing, demand from

streaming platforms for unscripted

content and cost effective premium

scripted content which we are well

positioned to take advantage of.

We are confident that we will

continue to grow our market share

to 2026 driven by our scale; our

diversification by customer; geography

and genre; a strong track record of

high-quality content; a very strong

slate for 2024 and beyond; and our

leading creative talent.

As previously guided, 2024 will be

impacted by the 2023 US writers’ and

actors’ strikes which will delay around

£80 million revenue from 2024 to 2025.

In addition, we are seeing weaker

demand from FTA broadcasters in

Europe who are holding back spend

until there is more certainty in the

advertising market.

LOOSE WOMEN is a

daytime panel programme

produced by ITV Studios

Daytime. It has been on

ITV since 1999.

CORONATION STREET

is the UK’s largest Soap

and has been on ITV

since 1960.

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26  ITV plc  Annual Report and Accounts 2023

OPERATING AND FINANCIAL PERFORMANCE REVIEW CONTINUED

Media & Entertainment (M&E) is the largest commercial

broadcaster and streamer in the UK, delivering unrivalled

audience scale and reach. It includes Streaming and Broadcast,

distributing content through ITVX, our free advertiser-funded

streaming service, and our free-to-air linear TV channels.

#### MEDIA &

#### ENTERTAINMENT

MR BATES VS THE POST

OFFICE is a drama series

based on true events. It was

produced by ITV Studios and

was ITV’s biggest new drama

in over a decade.

![]()

27ITV plc  Annual Report and Accounts 2023

STRATEGIC REPORT

#### MEDIA &

#### ENTERTAINMENT

ITV’s M&E strategy recognises and

capitalises on the change in viewer

behaviour and the evolving needs of

advertisers. It is based on two strategic

pillars: Supercharge Streaming and

Optimise Broadcast. Our focus is to retain

our existing viewers and advertisers while

also attracting new ones. ITV offers viewers

the choice to watch whenever and however

they wish, with a strong reputation for

brilliant content suited to British audiences.

ITV offers advertisers a unique combination

of mass simultaneous reach, targeted

advertising at scale, and commercial and

creative partnerships in a brand‑safe and

reliably measured environment.

Our strategic pillars have KPIs and 2026

targets which reflect the key drivers of

growth and value. See the Strategy section

within the CEO’s Report for more details on

these KPIs, why they are important and how

they will enable us to grow digital revenues to

at least £750 million by 2026, and drive

revenues from linear TV advertising,

commercial and creative partnerships,

and sponsorship.

#### Supercharge

#### Streaming

#### Growing and enhancing our

#### streaming service ITVX

We successfully launched ITVX in December

2022 (which combined our previous offerings

ITV Hub, ITV Hub+ and BritBox UK) to

transform our streaming service from a catch

up service to a content destination and to

deliver the inventory to fulfil the growing

demand for our digital advertising. Although

the main focus of ITVX is the free ad-funded

offering, there is also a subscription tier,

ITVX Premium.

ITVX’s strong performance in its first year is

evident by the step change in our KPIs and

other viewing metrics as we attract more

users who are engaging for longer across our

streaming platforms year-on-year. In 2023,

the service:

•  Attracted more users – monthly active

users (MAUs) increased by 19% to 12.5

million year-on-year (2022: 10.5 million)

1.  The full year 2022 comparative for total streaming hours has been restated from 1,139 million due to it including some

estimates of total streaming viewing from third-party data providers. This has since been updated to accurately

reflect the actual outcome

2.  ITV / YouGov – base: 4,659 Nat Rep UK Adults – Dec 2023

•  Attracted a larger audience – total

streaming hours were up 26% to 1,505

million (2022: 1,192 million

1

)

•  Increased viewing by our target audience

– streaming hours amongst light viewers

who are harder to reach, increased by 65%,

and streaming hours among the 25-54 age

group demographic increased by 47%

•  Increased engagement and content

discovery – streaming hours per viewer,

was up 27% and 90% of users that

watched an ITVX exclusive, went on to

watch other content on the platform

•  Increased brand awareness – growing

from around 60% at launch to over 90%

2

in 2023

This increased reach and frequency of

viewers provide advertisers with valuable

addressable audiences at scale in a

brand-safe and measured environment. Our

robust data and analytics capabilities enable

us to offer high-value, data-driven inventory

and to generate higher digital revenues,

which was up 19% year-on-year.

To deliver and maintain this strong

performance we focus our ITVX investment

on enhancing the depth and breadth of

content, continuous improvements in the

product and user experience, and expanding

the distribution and marketing of ITVX.

Content: There are over 25,000 hours of

content available (including over 7,000 hours

exclusively on the premium ad-free tier),

including on-demand content from our five

linear TV channels, FAST channels, exclusive

ITVX content (such as anime, true crime and

US box sets), ITVX Kids, and over 300 films

creating one of the UK’s largest free film

libraries. Programmes which contributed

significantly to the year-on-year increase in

streaming hours include: Love Island,

Rugby World Cup, The Only Way Is Essex

and Big Brother.

We are constantly testing, learning and

evolving our content proposition and

windowing strategy between ITVX and our

linear TV channels to optimise viewing and

monetisation. We are implementing many of

the insights gained during 2023 and utilising

the data we have, particularly around how

we window exclusives, such as dramas,

on our platforms.

News is an important driver of viewing and

our ITV News proposition is now fully

embedded within ITVX, with News streaming

hours up 20% year-on-year and we have

launched exclusive 90-second ITV News

bulletins, a new News category page on the

service and regional short and long-form

catch up.

THE RUGBY WORLD CUP aired

exclusively on ITV and ITVX in 2023.

The semi-final between England and

South Africa was ITV1’s biggest peak

audience of the year.

ITV NEWS ITV has been

providing trusted and impartial

news for more than 60 years.

![]()

28  ITV plc  Annual Report and Accounts 2023

OPERATING AND FINANCIAL PERFORMANCE REVIEW CONTINUED

Product: Throughout 2023, we have

implemented a series of enhancements to

improve ITVX’s product and user experience.

This included the integration of deeper

personalisation in Q4, driving content

recommendations specific to users. We have

started to see positive results with an uplift

in MAUs and streaming hours, and an

increase in repeat visits by lighter users, who

are harder to reach and a key target for us to

attract to the service. In addition, ITVX Kids

launched in the second half of 2023 as a fully

digital experience; and over 90% of our

content on ITVX is now subtitled.

In the first half of 2024, we will continue to

integrate personalisation across the user

experience and utilise it as a driver for

marketing. We will further monetise our

inventory, by introducing features such as

Pause Ads, which seamlessly play ads when

a user pauses content, and roll-out new ways

for clients to sponsor collections of content

across the service. We will also be

introducing subtitles on adverts, something

that is extremely important to our

advertising clients.

Distribution: The integration of ITVX into

third-party platforms substantially

increased in 2023, with over 40 new ways

for a user to access the service. We have

improved the discoverability of ITVX on

third-party platforms which has helped

drive bigger audiences to our content and

the service is now available in almost 100%

of UK households.

The introduction of ITVX on Sky Q in Q1 2023,

combined with stronger partnerships with

both Sky and Virgin has resulted in streamed,

on demand viewing with targeted advertising,

replacing viewing recorded by users which

cannot be monetised. We can now deliver

targeted advertising across all our channels

on mobile and web, enabling better

monetisation opportunities across

these platforms.

In 2024, ITVX will roll-out on PlayStation 4

and 5. We will further improve the

discoverability of ITVX on third-party

platforms through creating additional links

that bring users directly into ITVX

programmes from the main screens of their

devices. The launch of Freely, the new TV

streaming service which combines live TV

and catch up of the FTA broadcasters will

also help make ITV, along with the other

PSB’s, more accessible. All of this will further

expand our distribution footprint, making our

content more widely available.

Marketing: Our marketing strategy following

ITVX’s launch has been focused on driving

awareness, consideration and viewing to the

service to support the delivery of our KPIs.

We have seen awareness for both adults and

light viewers grow strongly and our

campaigns have helped contribute to the

increase in MAUs and streaming hours

during the year.

Marketing is an important tool to continue to

attract users and viewing on ITVX, and also

on our linear TV channels. We see an

opportunity to adopt a more responsive

approach helping highlight popular programs

to commercial valuable audiences. The

opportunity and returns from this area are

very attractive. In 2024 we will increase our

marketing spend by £15 million to drive both

streaming and linear viewing. This will include

investing in data and on the prominence of

our content on third-party platforms;

campaigns to engage more 25-54 year-old

light viewers – who are highly valuable to

advertisers – showcasing the breadth and

depth of our quality content; along with

continuous focus on measurement and

optimisation of our investment. We will

continue to evaluate content and marketing

ROI and adjust as necessary.

ITVX Premium offers users the opportunity

to enjoy all ITVX programming ad-free plus

exclusive content and access to BritBox UK

(content from the ITV and BBC libraries).

Although the main focus of ITVX’s launch has

been to promote the ad-funded service, we

have improved the premium offering by

incorporating additional content from our

partnership with StudioCanal and worked

with third-party platforms to enable greater

prominence on device interfaces. We are

now simplifying our viewer proposition for

ITVX Premium and taking ownership of the

relationship with the subscribers. As a result,

in 2023, UK streaming subscriptions declined

marginally to 1.3 million (2022: 1.4 million) as

we transitioned users from our standalone

app, BritBox UK, to ITVX Premium, combined

with the closure of the Amazon ITV catch up

channel.

In addition, in 2024 the BritBox UK service on

Amazon Prime Video Channels and the

BritBox UK standalone app will also close as

we further simplify our offering. This will

consolidate all our subscribers under one

ITVX Premium brand, and will give us

complete ownership of the subscriber base.

The closure of these services is expected to

impact subscriber numbers and subscription

revenues in 2024.

UNFORGOTTEN is a UK crime

drama. It returned for its fifth

series in 2023 with the final

episode being the most-watched

programme on ITVX.

I’M A CELEBRITY…GET ME OUT

OF HERE! returned in 2023 for its

23rd series in the UK. It was the

year’s most-watched programme

for 16-34s on any channel.

![]()

29ITV plc  Annual Report and Accounts 2023

STRATEGIC REPORT

#### Optimise Broadcast

#### Continuing to deliver

#### unrivalled audiences withhigh-quality programming

Within our Broadcast business, we operate

the largest family of free-to-air commercial

television channels in the UK. These

channels provide unparalleled audience

scale and reach, as well as targeted

demographics demanded by advertisers.

Despite the growth in streaming viewing,

linear TV remains important for both our

viewers and advertisers.

To optimise Broadcast and maintain our USP

of delivering mass audiences for advertisers,

we will continue to invest in live content, such

as sports and large entertainment shows, as

well as dramas, factual and news. In total ITV

invests over £1.2 billion annually in our

content budget across all our linear TV

channels and ITVX in order to drive these

mass audiences on our linear TV channels,

and live and on demand viewing on ITVX.

Over the last few years, linear TV audiences

in the UK have gradually declined with

audiences spending an increasing amount

of time on streaming platforms, both

ad-funded and paid. In 2023, total ITV

viewing (which includes viewing of all ITV

content, across all devices) was down 5% to

13.1 billion hours. For the first ten months of

the year, the growth of ITV’s digital viewing

largely offset the decline in linear viewing,

however November and December 2023

were impacted by the strong viewing

comparatives of the FIFA World Cup in 2022.

Total broadcaster viewing (broadcaster

viewing across all devices) declined by

3% in the year and total broadcaster and

subscription streaming service viewing

(viewing of all broadcaster and subscription

streaming servicecontent across all devices)

declined by 1% (Source: ITV, BARB).

Despite the challenging linear viewing

landscape, our share of the top 1,000

commercial broadcast TV programmes was

91% in 2023 (2022: 93%) and our share of

commercial viewing

3

was 32.6% (2022:

33.8%) and we continue to have the largest

share of commercial viewing versus our

commercial competitors. Content such

as I’m A Celebrity…Get Me Out Of Here!,

Love Island, Unforgotten, The Bay and the

Rugby World Cup, all contributed to our

viewing KPIs remaining ahead of our

2026 targets, in the year.

We have an exciting schedule for 2024 to

keep our audiences informed and

entertained. This includes entertainment

shows Celebrity Big Brother and Wheel of

Fortune, new dramas Breathtaking,

Protection and Ruth Ellis, along with sporting

events including UEFA Euros and both men’s

and women’s international football qualifiers.

#### Strong linear and online

#### advertising proposition

While the advertising market is getting more

competitive, ITV is in a good position to be

able to compete for advertising in a long-

term growing advertising market with its

unique combination of mass simultaneous

reach, targeted advertising and commercial

and creative partnerships. ITV has deep

relationships with agencies and advertisers;

brand-safe and measured advertising and a

strong track record of commissioning and

producing content which appeals to UK

audiences.

Mass simultaneous reach

Television continues to be a highly effective

and efficient medium for advertisers to

achieve mass scale and reach. As the viewing

and advertising landscape becomes more

fragmented, the scale and reach provided by

television, and particularly ITV, becomes

even more valuable to advertisers. With

global steaming platforms entering the

advertising market and introducing ad-

supported tiers to their subscription plans,

ITV’s USP as the largest commercial public

service broadcaster in the UK remains

incredibly important. The advertising and

viewing proposition ITV provides to clients is

unparalleled, and something that no

streamer can match.

Targeted advertising – Planet V

Planet V is ITV’s wholly-owned, scaled

programmatic addressable advertising

platform with an intuitive self-service

interface that allows agencies and

advertisers to seamlessly and cost-

effectively buy highly targeted video

advertising on ITVX. Planet V is the

second-largest programmatic video

advertising platform in the UK after Google

and utilises ITV’s extensive data assets and

capabilities to provide compelling advertising

products for advertisers. ITVX has over

40 million registered users, giving ITV and its

advertisers one of the largest first party data

sets in the UK. Being wholly owned ensures

that all the returns generated by the platform

go directly to ITV without any value leakage

through third-party commissions.

The platform is used by over 2,000 users in

the UK and offers agencies and advertisers

access to over 20,000 data-targeting options

to create sophisticated audience segments.

4

They can also incorporate their own

first-party data in a GDPR-compliant

environment using InfoSum (an identity

infrastructure provider) and monitor their

campaigns through a custom-built user

interface. Advertisers are prepared to pay

more for this increasingly sophisticated and

valuable ad inventory.

3.  ITV’s share of viewing as a proportion of all commercial

ad-funded channels in the UK

4.  The accuracy of our Video-On-Demand audience data

has been subject to independent verification by PwC.

THE FIFA WOMEN’S WORLD CUP took place in July 2023 with the tournament

reaching 22 million viewers and having over 16 million streams on ITVX.

![]()

30  ITV plc  Annual Report and Accounts 2023

OPERATING AND FINANCIAL PERFORMANCE REVIEW CONTINUED

With the expansion of ITVX’s online inventory

and reach, ITV is well positioned to meet the

increasing demand for targeted advertising.

We have a significant opportunity to partake

in the addressable market of around £6.8

billion in 2023 (Source: AA/WARC Q3 2023

Expenditure Report), and have the

foundations in place to successfully

compete for the long tail of advertisers within

the online video market which were

previously inaccessible to ITV due to their

scale and targeting requirements. Since we

launched Planet V we have attracted in

excess of 1,000 new advertisers to ITV.

ITVX and Planet V have helped drive

growth in digital advertising revenue in the

year, up 21%.

Commercial and creative partnerships

ITV’s Commercial team delivers strategic

commercial and creative partnerships with

advertisers who highly value ITV’s large and

targeted audiences to establish and grow

their own brands. This includes product

placement, ad-funded programming and

other partnerships that leverage the

strength of our programme brands to help

advertisers connect with audiences in

unique ways. As a vertically integrated

producer broadcaster and streamer, we

have the advantage of having editorial,

commercial, creative, and production teams

working together, creating valuable

opportunities for advertisers.

Our Commercial team also has various

initiatives to attract and engage advertisers,

attracting over 250 new brands to TV and

nearly 400 digital-only advertisers to ITV in

2023. For example:

•  ITV AdVentures Ignite: Encouraging

digitally native brands to advertise on

television for the first time

•  ITV AdVentures Invest: Through our Media

for Equity program, we take minority

stakes in direct-to-consumer businesses

in return for advertising inventory across

ITV’s linear TV channels and ITVX, for

example, Flarin, a pain relief brand, and

Resi, an architectural design company

•  ITV Ad Labs: This brings together all

innovations under one proposition and

includes data solutions which can

securely match client data with ITV’s

existing registered first-party audience

and Boots’ Advantage Card and Tesco’s

Dunnhumby Clubcard databases.

#### M&E 2023 financial performance

Twelve months to 31 December

2023

£m

2022

£m

Change

£m

Change

%

Total advertising revenue 1,778 1,931 (153) (8)

Subscription revenue 59 54 5 9

SDN 48 55 (7) (13)

Partnerships and other revenue 205 209 (4) (2)

M&E non-advertising revenue 312 318 (6) (2)

Total M&E revenue 2,090 2,249 (159) (7)

Content costs (1,293) (1,216) (77) (6)

Variable costs (153) (130) (23) (18)

M&E infrastructure and overheads (439) (439) – –

Total M&E costs (1,885) (1,785) (100) (6)

Total M&E adjusted EBITA\* 205 464 (259) (56)

Total adjusted EBITA margin 10% 21%

\*  Refer to APMs for key adjustments to EBITA

Twelve months to 31 December

2023

£m

2022

£m

Change

£m

Change

%

Digital advertising revenue 415 343 72 21

Subscription revenue 59 54 5 9

Other 16 14 2 14

Total digital revenue 490 411 79 19

5.  Includes revenue from digital advertising, digital sponsorship and our subscription services

Total M&E revenue was down 7% in 2023

with the decrease predominantly driven by

the expected decline in total advertising

revenue which was down 8% to £1,778

million. Digital revenue

5

, an important

Streaming KPI, was up 19% in the year and

within this, digital advertising revenues were

up 21% year-on-year.

M&E non-advertising revenues were down

2% in 2023, with growth in subscription

revenue offset by the expected and

continuing decline in SDN revenue, and a

reduction in partnerships and other revenue.

Further detail on the year-on-year

movement is included on the following page.

Total M&E costs were up 6% in the year and

within this, content costs was up 6%

reflecting the additional planned investment

in content for ITVX which was partially offset

by a reduction in content amortisation to

reflect the windowing of content between

linear and streaming, as previously guided.

Variable costs were up 18%, driven by an

increase in bandwidth costs and other

streaming-related costs, along with

third-party commercial payaways.

M&E infrastructure and overhead costs were

flat year-on-year with inflation and the

investment in headcount associated with

ITVX, offset by a reduction in the employee

bonus payout and permanent cost savings of

£11 million delivered in the year relating to

the renegotiation of transmission contracts

and property savings.

M&E adjusted EBITA was down 56% with a

margin of 10% reflecting the challenging

advertising market and planned investment

in ITVX.

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31ITV plc  Annual Report and Accounts 2023

STRATEGIC REPORT

#### Total advertising revenue (TAR)

TAR was down 8% year-on-year in 2023

which was in line with our expectations.

The start of 2023 saw TAR down 10% in Q1

and down 11% in Q2 against tough

comparatives and the challenging

macroeconomic environment. Q3 was up 1%

and Q4 was down 9% with October up 2%,

November down 15% and December down

14% against strong comparatives in 2022

from the FIFA World Cup.

As expected, most TAR categories were

down year-on-year, with the largest being

Finance, down 31% driven by online and retail

banks and insurance companies. Publishing

and Broadcasting was down 28% with

decreases from streaming platforms and

social media sites, and Entertainment and

Leisure was down 18% with declines from

gaming, music and film companies.

Categories that increased spend during the

year included FMCGs, who used brand

advertising to help push through price

increases to consumers. Airlines and Travel

were up 3%, driven by online holiday

companies and overseas tourism boards.

After many years of double digit growth,

e-commerce companies, excluding gambling,

decreased 29% driven by online car and retail

brands, as a result of the reduced availability

of venture capital funding.

#### Subscription revenue

Subscription revenue is generated directly

from the premium tier of ITVX, our

standalone BritBox UK app, and BritBox UK

and ITV Catch Up services on Amazon Prime

Video Channels. It does not include BritBox

International, which is included within JVs

and Associates.

In 2023, subscription revenue increased by

9% due to the annualisation of subscribers in

2022, combined with new ITVX Premium

subscribers. This was partly offset by a

reduction in subscribers on our BritBox UK

standalone app and the closure of ITV Catch

Up on Amazon Prime Video Channels.

In 2024 the BritBox Amazon and the BritBox

direct to consumer service will close, which

will impact our number of subscribers and

subscription revenues in 2024.

#### SDN

SDN generates revenue by licensing video

streams to broadcast channels, radio stations

and data providers on digital terrestrial

television (DTT) or Freeview. SDN customers

include ITV and third parties. SDN’s current

licence has been renewed until 2034.

In 2023, external revenue (non-ITV) declined

as expected by 13%. This decrease is

primarily due to the renewal of long-term

contracts with third parties at current market

rates, in the current and prior year. This trend

is expected to continue.

#### Partnerships and other revenue

Partnerships and other revenue include

revenue from platforms, such as Sky and

Virgin Media O2, competition revenue,

third-party commission, e.g. for services we

provide to STV, and commercial revenue

from our creative partnerships.

Partnerships and other revenue declined by

2% in the year mainly driven by lower

competition revenue.

We expect Partnerships and other revenues

to decline in 2024 following our decision to

revise our partnership agreements to allow

ITVX viewers to watch in HD, and allow ITV to

target ads to a much larger proportion of

those viewers, using Planet V.

#### BritBox International

On 01 March 2024, ITV announced the sale of

its 50% shareholding in BritBox International

to the BBC Studios for £255 million. ITV

Studios will continue to receive an ongoing

revenue stream from BritBox International

similar to current levels for the use of ITV

content under new extended licensing

agreements.

Prior to this date, BritBox International was

ITV’s joint venture with the BBC, providing

an ad-free subscription streaming service

offering the most comprehensive collection

of British content available in the US,

Canada, Australia, South Africa and the

Nordics (made up of Sweden, Finland,

Denmark and Norway). Subscribers on

31 December 2023 were 3.7 million.

(31 December 2022: 3.0 million). BritBox

International revenue and profit or loss,

is included in share of profits/losses on

JVs and not within M&E adjusted EBITA.

#### OUTLOOK

We remain on track to deliver at least

£750 million of digital revenues by 2026.

We have had a good start to 2024 and

will build on ITVX’s successful launch

year through continuous improvements

in content, product, distribution and

marketing.

ITVX’s strong performance in 2023 has

shown us that we can grow viewing

significantly with slightly lower overall

content spend. Therefore we expect to

marginally reduce our content cost in

2024 to around £1,275 million as we

further optimise linear, evolve our

windowing strategy and improve

personalisation. At the same time we

will increase our marketing spend by

£15 million to drive both streaming and

linear viewing. We will continue to

evaluate content and marketing ROI

and adjust as necessary.

Compared to the same period in 2023,

TAR is expected to be up 3% in Q1 2024,

with continued strong growth in digital

advertising revenues.

THE MASKED SINGER continues to drive mass audiences

and returned for its fifth series in January 2024.

![]()

32  ITV plc  Annual Report and Accounts 2023

#### SOCIAL PURPOSE

#### Reflecting

#### CULTURE

#### AND

### SHAPING

Our Social Purpose

agenda focuses on

four key areas where

we can have the

biggest impact:

2023 marks the culmination of five years of

focus on Better Health, while our work on

Climate Action and Diversity, Equity and

Inclusion (DEI) continues to mature. From

2024, our health pillar will have a sharper

focus on Mental Wellbeing, building on the

work of our landmark campaign Britain Get

Talking to encourage everyone to look after

their mental health proactively. Our work to

support others through giving time, money

and using our platform will be reshaped

towards supporting the next generation,

under the name Better Futures.

Our social impact is tracked through

extensive, regular research commissioned

from YouGov and other partners.

Performance and plans are reviewed by the

Board annually and the Management Board

quarterly. Progress against climate action

targets is reviewed quarterly by the ITV

Studios and M&E Boards and progress

against diversity targets is reviewed

quarterly by the Management Board. The

Board Nominations Committee and Audit

and Risk Committee also review progress

against diversity targets and carbon

emissions targets.

Our Social Purpose goals align with the UN’s

Sustainable Development Goals (SDGs). The

nine SDGs below are where we believe ITV

can make the most significant contribution.

Refer to our 2023 Social Purpose Impact

Report for further details on all our Social

Purpose priorities. It is available to download

at: www.itvplc.com/socialpurpose/overview

At the heart of ITV’s purpose to reflect and shape

culture is our Social Purpose, which is all about

shaping culture for good: changing ITV for the better

and using our content and reach to inspire positive

change in the wider world.

#### MENTAL

#### Wellbeing

#### BETTER

#### Futures

#### CLIMATE

#### Action

DIVERSITY,

#### Equity

and

#### Inclusion

![]()

33ITV plc  Annual Report and Accounts 2023

STRATEGIC REPORT

#### MENTAL

#### Wellbeing

1.  Extrapolated from YouGov, November 2023

(Sample: 2,016 UK adults)

2.  YouGov Tracker ( 1,011 nat rep sample,

April 2023)

3.  Data extrapolated from YouGov and other

nationally representative surveys of the

UK public commissioned by ITV and charity

partners. For more details on each campaign,

see www.itvplc.com/socialpurpose

#### Creating a culture where we all do more

#### to look after our mental wellbeing.

OUR GOAL

Inspire 200 million actions to support better mental and physical

health by 2023

SUSTAINABLE DEVELOPMENT GOAL

Mental wellbeing has been our primary

social cause since 2019, and we have

surpassed our five year target of

encouraging 200 million actions to

support mental or physical health by

2023. This has been achieved through

behaviour change campaigns in

advertising airtime, and editorial

content across the year.

Off-screen we continued to focus on

the wellbeing of our people, producers

and participants.

#### The Campaigns

#### Britain Get Talking

Britain Get Talking is ITV’s flagship

mental health campaign, designed

to encourage people to connect with

one another to improve their mental

wellbeing. Supported by Mind,

YoungMinds and Scottish Action

for Mental Health (SAMH) in Scotland,

in 2023 the campaign focused on

the growing mental health crisis in

young people.

Ant & Dec, alongside a number of other

famous faces launched a campaign to

encourage schools to set a unique piece

of homework ahead of World Mental

Health Day.

Designed in collaboration with a child

psychologist and our charity partners,

the task encouraged young people to

share their thoughts and feelings openly.

This was accompanied by dedicated

programming integrated into our evening

schedule, focusing on mental health.

THE RESULTS

#### 7.2 million people started a

#### conversation, or had a better

#### quality conversation, with a

#### friend or family member due

#### to our Britain Get Talking

#### campaign

1

#### Tackling online trolling

ITV partnered with The Cybersmile

Foundation on a new campaign titled

‘Would you say it’ to develop three TV

ads to help tackle the rise in online

trolling. We also developed a social

media awareness training module for

programme participants in addition to

existing extensive welfare measures.

THE RESULTS

#### Over ¼ of 16-34 year olds

#### (28%) said they plan to think

#### twice before posting on other

#### people’s social media posts as

#### a result of seeing the campaign

2

#### Behind the Scenes

#### Mental health in the media

#### conference

In March we ran a conference series to

open up conversations about mental

health portrayals on-screen, and

approaches off-screen, developed in

partnership with the Film and TV Charity,

Mind, YoungMinds, SAMH and Campaign

Against Living Miserably (CALM). Almost

1,000 participants attended from across

streaming, broadcast, advertising and

production sectors of the TV industry.

#### Colleague wellbeing

This is a priority at ITV. Refer to the Our

People section (page 40) for details on

how we support the mental health and

wellbeing of our colleagues, and our

Duty of Care charter on pages 81 and 98.

THE RESULTS

#### 249 million actions to

support better mental and

#### physical health achieved since

2019, surpassing our goal of

#### 200 million

3

BRITAIN GET TALKING

![]()

34  ITV plc  Annual Report and Accounts 2023

SOCIAL PURPOSE CONTINUED

#### BETTER

#### Futures

1.  Data supplied by Creative Access

2.  Data supplied by Veg Power

3.  Daily Mile school registrations, data

provided by The Daily Mile

Supporting the next generation in our industry,

#### across the UK and around the world.

SUSTAINABLE DEVELOPMENT GOALS

#### Mentoring and volunteering

In 2023 ITV continued its mentoring

partnership with Creative Access, an

organisation that helps people from

under-represented communities access

careers and progress to leadership in the

creative industries.

ITV colleagues were also involved in

training workshops, including Media

Trust’s Creativity Work’s: Multimedia

Training programme and ITV Academy’s

Creative Access Showcase in

Manchester.

THE RESULTS

#### 90 mentoring partnerships

#### and 559 hours of mentoring

took place in 2023. There have

#### been 340 partnerships since

#### the scheme began

1

#### Encouraging

#### actions to improve

#### children’s physical

#### health

#### Eat Them To Defeat Them

Now in its fifth year, ITV continued its

award-winning partnership with Veg

Power to encourage children to eat more

vegetables. Sky and Channel 4 together

matched ITV’s airtime commitment,

enabling a £3 million media campaign,

with additional funding from an alliance

of supermarket and food brands.

THE RESULTS

#### 77% of parents whose

#### children took part in the school

#### campaigns said they ate more

#### vegetables as a result

#### £132m veg sales as a direct

#### result of our Eat Them To

#### Defeat Them campaign since

#### it launched in 2019

2

#### The Daily Mile

ITV continued its partnership with The

Daily Mile encouraging schoolchildren to

do 15 minutes of daily exercise to tackle

lowering levels of physical activity in

children in the UK. The ‘Thrive’ campaign

re-ran in September and October,

highlighting the positive impact of daily

exercise in improving mood and memory,

as well as attention in class.

THE RESULTS

#### 32,730 more children took up

the Daily Mile as a result of the

#### campaign

#### Nearly half a million

#### children have signed up to

#### The Daily Mile since ITV began

#### supporting the campaign in

#### April 2019

3

#### Soccer Aid for UNICEF

2023 saw the 12th Soccer Aid for UNICEF

match, marking 17 years of the ITV and

UNICEF partnership. Teams of former

professional footballers and celebrities

came together to raise money for

UNICEF’s work helping children who are

facing conflict, disasters, and other

crises around the world.

The match took place in front of over

63,000 fans and was broadcast

exclusively on ITV and STV.

THE RESULTS

#### £14.6 million raised in total

#### from the match and Soccer

Aid week TV specials. Over

#### £90 million has been raised

#### since the start of Soccer Aid

![]()

35ITV plc  Annual Report and Accounts 2023

STRATEGIC REPORT

#### CLIMATE

#### Action

Shows with the biggest impact on audiences and

#### the smallest impact on the planet.

OUR GOALS

– Net Zero: Reducing emissions we control by 46.2% and those we can

influence by 28% by 2030, and all emissions by 90% by 2050

– 100% sustainable supply chain by 2030

– Zero Waste by 2030

–   100%  albert certified and trained each year

– Increase visibility and impact of climate action content on-screen

SUSTAINABLE DEVELOPMENT GOALS

#### Context

As the impacts of climate change

worsen and the transition to a

sustainable economy accelerates, it is

increasingly important for companies

to integrate climate action into strategic

decision making.

To address this, we are publishing our

initial Climate Transition Plan alongside

the 2023 Annual Report and Accounts.

This details how we will transform ITV

to meet our ambitious targets, while

using our reach and influence to

inspire behaviour change in audiences.

For more information on our climate

action progress, refer to our

2023 Social Purpose Impact report.

#### Targets, data and governance

We are continuously improving our data.

ITV’s Scope 1 and 2 (controlled by ITV)

and Scope 3 (influenced by ITV)

emissions for 2023 were independently

assured by ERM Certification and

Verification Services Limited (ERM CVS),

and we have published an updated Basis

of Reporting document. Our Scope 3

data quality is improving thanks to more

company–level data into our calculations

and engagement with our supply chain.

#### Reducing our emissions

#### Reducing our Scope 1 and 2

#### emissions (controlled by ITV)

ITV’s Scope 1 and 2 emissions are

decreasing on track with our targets,

with a 52% reduction compared to our

baseline year. Our market-based Scope

2 figures have reduced by 28% since their

apparent spike in 2022 which arose from

limited evidence around renewable

energy sources for several sites at the

time. Energy-efficiency measures in our

hub sites, including LED lighting, motion

sensors and solar energy generation,

have driven the reduction in Scope 1 and

2 emissions.

THE RESULTS

#### Our Scope 1 & 2 emissions

#### have decreased by 52% since

#### our baseline year

#### 69% of our electricity comes

#### from renewable energy

#### Reducing our Scope 3

#### emissions (influenced by ITV)

ITV’s Scope 3 footprint has decreased by

17% compared to our baseline year.

Business Travel emissions have

increased by 13% compared to 2022, but

remain below pre-COVID-19 levels with

a 45% reduction compared to 2019. ITV

is introducing prompts to our booking

system to encourage colleagues to

choose lower emission travel.

Purchased Goods and Services are

the largest contributor to ITV’s Scope 3

emissions; of these, 65% come from our

productions. We use BAFTA albert

sustainability certification to tackle this

and work with broadcasting peers to

support sector-wide change.

THE RESULTS

#### Our Scope 3 emissions have

#### decreased by 17% since our

#### baseline year

#### Zero Waste

We are continuously taking steps to

improve our data quality and monitor

waste in our offices and production

activities, all while working towards a

circular economy from office equipment

to props.

#### On-screen

As a founding signatory of the Climate

Content Pledge, ITV is committed to

doing more to reach and engage

audiences with climate action content.

Shows from Daytime to The Masked

Singer and Love Island incorporate

climate content.

#### Biodiversity

We recognise how critical it is for

businesses to address the biodiversity

crisis. In preparation for future reporting

requirements, we are reviewing the

actions we can take across our

production activities, supply chain

engagement and office improvements

to manage our nature related

dependencies, risks and opportunities.

![]()

36  ITV plc  Annual Report and Accounts 2023

SOCIAL PURPOSE CONTINUED

Methodology

2023 emissions data covers global operations

for which we have operational control. We use

the Greenhouse Gases (GHG) Protocol

Corporate Accounting and Reporting

Standard and the latest conversion factors

from the Department for Energy Security and

Net Zero to calculate Scope 1 and Scope 3

Business Travel emissions, and the latest

conversion factors from the International

Energy Agency to calculate Scope 2 emissions

in tonnes of carbon dioxide equivalents.

‘Location-based’ calculations reflect the

average emissions that using electricity

creates in the country where the energy is

used, while ‘market-based’ calculations

reflect emissions based on the energy

contracts ITV has chosen, such as through

purchasing energy on a renewable tariff.

We have chosen to measure and report our

emissions in total gross emissions in metric

tonnes of CO

2

e per £ revenue, which is the

recommended intensity ratio for the sector.

24% of our market-based Scope 1 and 2 data

set is based on estimated data, which makes

up 1% of the total data set. Estimates are

calculated from previous consumption trends

and published benchmarks.

Our Scope 2 footprint decreased in 2023

because of energy efficiencies in our buildings

and an increase in renewable energy

procurement.

The calculation methodology for the Scope 3

category ‘Purchased Goods and Services’ in

2023 includes actual supplier data provided

via the CDP (Carbon Disclosure Project), and

the use of V6 CEDA EEIO (Environmentally

Extended Economic Input Output) factors,

which are the GHG-Protocol recommended

factors for estimating carbon emissions based

on spend data. The supplier-specific data

accounted for 3.5% of ITV’s total spend and

was calculated using an average data method,

apportioning the total direct, indirect and

upstream emissions of a company based on

their yearly revenue and the proportion to

which ITV spent with them.

Where actual data was not available, ITV

spend data was multiplied by the latest CEDA

EEIO factors. ITV will continue to monitor and

improve our emissions data quality, with an

initial focus on actual supplier specific data.

Energy efficiency initiatives

•  A metering project has been launched to

better understand the source of our energy

use, helping to proactively reduce energy

consumption

•  The lighting in our Leeds archive has been

swapped to LED lighting, using an estimated

quarter of the energy previously being used

•  Photovoltaic panels have been installed at

our Emmerdale set as part of a wider solar

installation project

•  Three boilers and three chillers have been

switched off in Leeds, having been replaced

by newer and more efficient cooling and

heating systems

\* The emissions data provided has undergone limited assurance by ERM CVS.

Streamlined Energy and Carbon Reporting (SECR) – based on data for the year ended 31 December 2023

Scope Description Unit

2023 2022 Change

UK

Global

(excl. UK) Total UK

Global

(excl. UK) Tot al UK

Global

(excl.

UK)

1

Emissions

from gas,

refrigerants and

owned vehicles tCO

2

e  1,448   284  1,731\*  1,608   335   1,943  -10% -15%

2

Location-

based

Market-

based

Electricity emissions

using geographical

location tCO

2

e  3,827   756   4,582\*  4,261   1,101   5,361  -10% -31%

Electricity emissions

using purchased

electricity factor tCO

2

e  1,669   794   2,463\*  2,570   868   3,438  -35% -8%

1

&

2

Location-

based

Market-

based

Total

Emissions tCO

2

e  5,274   1,039   6,314   5,869   1,435   7,304  -10% -28%

Total

Emissions tCO

2

e  3,116   1,078   4,194   4,178   1,202   5,381  -25% -10%

Direct & Indirect

Energy Consumption kWh  24,793,533   4,417,537   29,211,070   26,975,667   5,501,408   32,477,075  -8% -20%

Total revenue £m £4,260 £4,345 -2%

1

&

2

Location-

based

Market-

based

Normalised

emissions to

revenue

tCO

2

e/

£m  1.238   0.244   1.482   1.351   0.330   1.681  -8% -26%

Normalised

emissions

to revenue

tCO

2

e/

£m  0.732   0.253   0.985   0.962   0.277   1.238  -24% -9%

3

Purchased goods

and services tCO

2

e 274,626 291,120 -6%

3

Capital goods

tCO

2

e 217 1,844 -88%

3

Fuel and

Energy-related

activities tCO

2

e 1,856 2,170 -14%

3

Upstream

transportation

and distribution tCO

2

e 558 1,338 -58%

3

Waste

tCO

2

e 64 62 3%

3

Business travel

tCO

2

e 24,078 21,392 13%

3

Commuting

tCO

2

e 8,564 8,113 6%

3

Upstream

leased assets tCO

2

e 14,361 14,373 -0%

3

Use of sold products

tCO

2

e 487,910 485,171 1%

3

Investments

tCO

2

e 21,312 14,568 46%

3

Total Scope 3

833,546\* 840,150 -1%

Total Scope

1, 2 & 3

(Market-

Based) tCO

2

e 837,740 845,531 -1%

![]()

37ITV plc  Annual Report and Accounts 2023

STRATEGIC REPORT

#### DIVERSITY

#### Equity &

#### Inclusion

#### Overview

In 2023, we have continued to focus on

interventions that drive long-lasting

improvements. Highlights include

investing £22.8 million of our ringfenced

Diversity Commissioning Fund (DCF)

reaching £54.2 million over two years;

Step Up 60 where 185 diverse creatives

have stepped up into more senior

production roles over three years; and

delivering the Amplify senior leadership

programme for Deaf, Disabled or

Neurodivergent colleagues.

We made progress towards all of our

2025 target areas at the All Colleagues

level. At senior levels, progress towards

our targets has been slower, however we

have made improvements overall. In

2023, we ran a successful campaign to

increase diversity data completion rates

up to 82%.

In 2024, we will maintain and build on our

success, seeking out more diverse ideas,

production companies, and talent. We

will continue to collaborate across the

industry to drive systemic change.

#### Mainstream

#### Content

We have committed £80 million of ITV’s

content commissioning budget over

three years (2022 to 2024) to drive

racial and disability equity within our

mainstream content. Alongside this,

the £500,000 Development Fund helps

to develop people and ideas that can

qualify for the DCF. As well as creating

new content, the fund helped us

continue investing in shows like Sorry,

I Didn’t Know, which returned for a

fourth series in 2023. We commissioned

diverse-led production companies

including Douglas Road Productions,

Flicker Productions, Fuuse Films, Tall

Story Pictures and TriForce Productions.

We have made impactful improvements

in the lead presenters of our biggest

shows with Maya Jama (Love Island) and

AJ Odudu (Big Brother). ITV Studios

continues to make groundbreaking

diverse content including I Kissed A Boy,

the UK’s first dating show for gay men.

THE RESULTS

#### We increased our

#### commissioning spend with

#### diverse-led production

#### companies by more than 50%

#### in the first year of our fund

#### compared to 2021.

#### Diversity Commissioning

#### Fund spend: £54.2 million

#### including £41.1 million with

#### diverse-led production

#### companies (across 2022

to 2023).

#### Diversity Development

#### Fund spend: Nearly

£400,000 has been used to

#### date to fund the development

#### of over 30 projects including

#### the pilot of Big Zuu’s 12 Dishes

#### in 12 Hours leading to it being

#### commissioned for a series.

#### Content by, with and for everyone, connecting

#### and reflecting modern audiences.

OUR GOALS

Champion diversity through our mainstream content, create

equitable opportunities at ITV and across the industry, and create

an inclusive culture at ITV. Build accessibility and disability equity

into everything we do at ITV.

SUSTAINABLE DEVELOPMENT GOALS

BIG ZUU’S 12 DISHES

IN 12 HOURS

![]()

38  ITV plc  Annual Report and Accounts 2023

SOCIAL PURPOSE CONTINUED

#### Creating

#### Opportunities

In 2023, Fresh Cuts, which supports

up-and-coming Black filmmakers to

direct their first film for ITV as part of

Black History Month, returned for a

second year. We ran a range of initiatives

for 21 promising diverse writers. We also

launched initiatives such as Amplify: The

Companies, which nurtures and elevates

ten production companies owned by

People of Colour and Deaf, Disabled,

or Neurodivergent leaders.

We created Production Principles in

2021 as part of the commissioning

process to embed DEI practices in every

programme ITV commissions, and we

reviewed and refreshed these in 2023.

THE RESULTS

#### 475 productions have made

#### commitments to embed

#### DEI practices into their

programmes through the

#### Production Principles.

#### 185 diverse creatives

stepped up into more senior

#### production roles through

#### Step Up 60.

#### Inclusive Culture

Our first colleague network launched in

2012, and since then they have been vital

in shaping our inclusive culture. Our five

Colleague Networks are Able, Balance,

Embrace, Pride and the Women’s

Network. Some networks have global

branches outside the UK. Network chairs

sit on our Inclusion and Diversity Council

chaired by ITV’s CEO. They share

feedback on colleagues’ experiences

with senior leadership and the DEI team.

In our inaugural line manager survey,

85% of colleagues agreed that their

managers build an inclusive team

environment. In 2024, we will work to

improve the experiences of Black, Mixed

Race/Dual Heritage and other minority

ethnic colleagues as ITV’s engagement

and culture survey found that these

groups feel less included.

Our Cultural Advisory Council is now

in its third year. These independent

external advisers from a range of

industries advise and challenge us

on our DEI plans.

THE RESULTS

#### Our colleague networks

#### continue to grow with over

#### 1,900 colleagues part of at least

#### one network and a total of over

#### 3,000 members across all five.

#### Over 450 colleagues

#### completed DEI training, with

over 180 senior leaders and

#### managers trained across

Australia, Germany and the

Netherlands. Results showed

improved understanding,

#### awareness and confidence

#### across all locations.

Accessibility and

#### Disability Equity

Accessibility forms the critical

foundation of our strategy. We launched

the world’s first free 24/7 British Sign

Language channel on ITVX. ITV is an

active member of the TV Access Project

(TAP), a joint initiative created by the

UK’s main broadcasters and streamers

to embed accessibility and achieve full

inclusion for Disabled people by 2030.

We have built accessibility into our

productions from the start. We designed

the Big Brother house with accessible

ramps and a stair lift and remodelled the

Ant & Dec’s Saturday Night Takeaway set

to include visible ramps as the main

stage entrance.

THE RESULTS

#### ITV Studios hired our

#### first in-house Access

Coordinator who embeds

#### accessibility in productions

#### across all our in-house drama

#### labels.

#### ITV developed new Event

#### Inclusion and Access

#### Guidelines, which help us, our

#### partners, and suppliers make

#### our biggest events inclusive

#### and accessible.

ELLIE SIMMONDS:

FINDING MY

SECRE T FAMILY

![]()

39ITV plc  Annual Report and Accounts 2023

STRATEGIC REPORT

#### Targets for 2025

Improve representation in ITV’s workforce, on-screen and off-screen by the end of 2025.

Disability Class Ethnicity Gender LGBTQ+

12%

Deaf, Disabled,

Neurodivergent,

or with a long-term

health condition

33%

from working class

backgrounds

20%

People of Colour at

the ‘All colleagues’

level at ITV

15%

People of Colour at

senior levels

50%

Women

7%

Lesbian, Gay,

Bisexual,

Transgender or

Queer

In 2023, at an All colleagues and Manager level, we have already exceeded many of our 2025 representation targets, as detailed

in the following table. Our diversity data campaign was successful in increasing the number of colleagues sharing their data and,

while this has given us a clearer picture of our workforce, it has also resulted in an increase in the proportion of colleagues from

professional backgrounds and a decrease in those from working class backgrounds, which is below our target across all levels.

In 2024, we will continue to work to improve representation in ITV’s workforce, on and off-screen, sharpening our focus on Deaf,

Disabled and Neurodivergent leads on-screen. We will also maintain our focus on representation at senior levels where we have

further to improve across all characteristics.

#### UK diversity data

Characteristic 2025 Target

ITV UK workforce On and off-screen

All colleagues

(2023)

Managers

(2023)

Senior

Leaders

(2023)

1

On-screen

(Diamond Sixth

Cut, 2021-22)

2

Off-screen

(Diamond Sixth

Cut, 2021-22)

2

Age 50+ – 20.9% 26.9% 52.5% 23.7% 21.1%

Deaf, Disabled or

Neurodivergent 12% 12.3% 10.5% 7.6% 8.6% 5.5%

People of Colour

20% at the ‘All

colleagues’ level, 15%

at senior levels 15.2% 11.6% 14.4% 23.6% 16.0%

Lesbian, Gay, Bisexual, Trans or

Queer (LGBTQ+)

3

7% 9.6% 8.5% 7.0% 24.0% 20.7%

Women 50% 53.2% 50.3% 49.3% 49.5% 46.4%

Working class background

4

33% 28.9% 31.5% 20.4% N/A

4

N/A

4

Our UK workforce figures include UK permanent and PAYE fixed-term employees only as of 31 December 2023 (it does not include freelance, contingent or agency

workers) and are based on the number of employees who chose to share diversity data, including those who select ‘prefer not to say’. Due to rounding, figures do not

always total 100%.

1.  Our Senior Leader population is a defined group of approximately 220 colleagues including the Management Board, colleagues who report to a Management Board

member and/or are on the list of top FTE salaries (excluding on-screen talent). Our Manager population is approximately 900 colleagues distinct from our Senior

Leaders. We updated these categories in 2023 following guidance from Ofcom – while there is some overlap with our previous categories, these figures are not

directly comparable to previous reports

2.  On-screen and off-screen representation is measured using Diamond, an industry-wide system for monitoring diversity in broadcasting. This data is from the

latest Sixth Cut report. Diamond collects diversity data from cast, contributors, crew and production companies. Diamond does not currently measure class /

socio-economic background, but we are ensuring this will be included in the current project to update Diamond. The LGBTQ+ figures combine the Diamond figures

for LGB+ and transgender populations. More information about Diamond can be found at: 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

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. Class is not measured on-screen and off-screen through Diamond yet, so our 33% target applies to our workforce including senior leaders

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 Senior Leaders. Of our global workforce of 6,743 who disclosed their gender (3,003 men, 3,740 women), 357 were senior managers (190 men, 167 women),

which includes senior leaders 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, including further data such as intersectional data and specific breakdowns, refer to: www.itv.com/inclusion/

articles/diversity-acceleration-plan

![]()

40  ITV plc  Annual Report and Accounts 2023

#### OUR PEOPLE

#### heart

#### OF ITV

#### THE

#### AND SOUL

Our people are the heart of ITV; from the diary room

on Big Brother, developing the technology to power

ITVX, to the creation of new formats internationally,

we empower and support them to build and grow

their skills and capabilities, for now, and the future.

This will ensure ITV’s enduring legacy and continued

success, delivering its strategic priorities, within a

creative and inclusive culture where everyone thrives

and delivers their best work.

#### Composition of our workforce

Our workforce, or ‘colleagues’ are a mix of

permanent and fixed-term employees,

freelancers (individuals who provide their

services on a specific project or programme

for a finite period of time); and contractors

(companies or suppliers who provide a

service to ITV) all playing their part.

#### Investing in the development

#### of our people

We have committed to building a high

performing, creative, innovative and diverse

workforce by adopting a comprehensive and

inclusive approach to investing in and

rewarding all our colleagues.

This is demonstrated through a range of

development opportunities, including the

ITV Academy. This provides development

programmes for our production colleagues,

traineeships and entry-level pathways,

aimed at addressing current and future

skills gaps in partnership with ScreenSkills,

Creative Access and the National Film

and Television School.

Refer to page 34 for further details.

We offer apprenticeships in ITV Studios and

Media & Entertainment, as well as across our

Corporate Functions.

Our ‘open to all students’ work experience

campaigns have positively impacted

participants and managers alike, whilst

supporting our Diversity, Equality and

Inclusion strategy. Our work experience

placements offer a launchpad for students

to enhance their readiness for a place on our

apprenticeship programme.

All colleagues have access to online,

on-demand and in-person development

workshops. This enables us to continue to

build leadership and line manager capability

and support personal skills development,

wellbeing and resilience for all colleagues.

Over the last year, we have created focused

development opportunities to build the

digital and data capabilities in support of

the delivery of our digital transformation,

an example being the second series launch

of ITV Fast Forward, a collection of one-hour

immersion sessions exploring the use of

Generative AI, Design Thinking, Machine

Learning and digital disruptors.

We continue to equip leaders, managers and

colleagues with the tools and resources to

manage a hybrid workforce through our

Smart working framework which centres

on a ‘value exchange’, considering business

and team requirements balanced with an

individual’s preferred working pattern.

Our Talking Performance approach, based on

up to four performance conversations a year,

continues to be a key priority. We have used

data from our employee engagement and

culture surveys to further strengthen our

approach to performance management.

As a result of these actions, we saw positive

results in the 2023 Engagement and

Culture Survey;

•  72% of colleagues responded favourably

to: ‘My manager gives me useful feedback

on how well I am performing’

•  84% of colleagues responded favourably

to: ‘I know what I need to do to be

successful in my role.’

![]()

41ITV plc  Annual Report and Accounts 2023

STRATEGIC REPORT

#### Management development

Throughout 2023 we have refreshed our line

manager development offering, introducing

a series of in-person Leadership workshops

sponsored by our CEO. This included:

•  The Art of Brilliant Leadership – centred on

positive psychology and developing high

performing teams

•  Resilient Leader – giving leaders the

awareness and tools to manage their

resilience and equip their teams with the

support they need to thrive in a changing

environment

#### THE ITV WAY

The ITV Ways of working are embedded

across all of our processes from

recruitment and selection, to

development and performance

management. They enable all

colleagues to understand our ways of

working and what we expect at ITV in

order to be commercially successful.

Our ITV Way covers:

#### Make it brilliant

Creativity for everyone

#### Make it new

Openness to change, without barriers

#### Make it together

Collaborating and embracing

differences

Aligned with the ITV Way, we have a set

of behavioural expectations for all

colleagues. Our ITV behaviours provide

a framework for all colleagues to

understand what’s expected of them in

terms of how they deliver as well as

what they deliver in their roles. The

behaviours underpin how we manage

performance and support career and

development conversations.

Attracting and retaining talent is critical to

delivering our More Than TV strategy and our

digital transformation. In 2023 we continued

our Digital Skills Programme to address

shorter-term resourcing gaps as well as build

the digital capabilities we need across

technology, product and data over the next

three to five years.

Our approach to attracting and retaining

talent and information on how the

Remuneration Committee considers

workforce remuneration is detailed on

page 117.

#### Building an inclusive culture

Ensuring we have an inclusive environment

where everyone can be their authentic self

and thrive, is critical to the delivery of our

strategic priorities.

Our inclusive culture ensures that ITV

remains a great place to work for everyone

and supports the delivery of our strategic

priorities and our Diversity Acceleration Plan.

We value the creativity that diversity brings

to our business and continue to provide

support and development for leaders and

managers to build inclusive teams through a

series of training programmes being;

Inclusive Hiring and Inclusive Leader, as well

as two specific programmes on Race Fluency

and Creating Disability Inclusion.

ITV is committed to recruiting, retaining and

developing disabled people with the

Department for Work and Pensions renewing

our Disability Confident Leader

accreditation. Through this, we commit to

giving full and fair consideration to the

employment of people with a disability or

health condition, and guarantee an interview

to candidates with a disability who meet the

minimum requirement for a role. We also

work with specialist providers to ensure that

the recruitment process, and all training,

career development and promotion

opportunities are accessible and inclusive to

all colleagues with a disability and that they

have equal career opportunities for growth

and progression. We continue to be

members of the ‘Valuable 500,’ the global

business collective made up of 500 CEOs

and their organisations innovating together

for disability inclusion. In 2024, we will take

part in the Generation Valuable leadership

programme where one disabled ITV

colleague will be part of their global

leadership programme and will be mentored

by our CEO.

Refer to page 37 for more information on our

Diversity, Equality and Inclusion strategy.

#### Engagement

The voice of our colleagues is an integral part

of how we measure and assess our culture,

helping us to identify what is important, how

it feels to work at ITV and agreeing on

organisational wide and locally driven actions

as a result.

2023 saw four key engagement activities:

•  Creation and launch of a line manager

survey to understand our colleagues’ view

of line manager capability

•  A series of cultural deep-dive focus groups

externally facilitated by Inclusive

Employers

•  Bi-annual engagement and culture survey

for employees

•  Creation and launch of an engagement

and culture survey for freelancers

Our line manager survey identified

management strengths in wellbeing,

technical capability and resilience. It

identified some areas of focus for future

development for managers to enable them

to give specific feedback that can be

actioned regularly and help colleagues follow

through on innovative ideas. The previously

described Leadership workshops were

designed as a result.

Mental health, wellbeing and

#### duty of care

Supporting the mental and physical health of

colleagues remains a key priority, particularly

in light of the changing ways of working.

The Mental Health Advisory Group (MHAG),

chaired by Baroness Ruth Davidson in 2023

and Pat Younge from 2024, continued to

meet regularly throughout the year. The

MHAG membership includes experts from

leading mental health charities such as Mind,

YoungMinds and SAMH, as well as

independent advisers and representatives

from across ITV and STV.

In 2023 the MHAG discussed a wide range of

subjects, including; building line manager

capability to have open, honest and effective

wellbeing conversations, the new Employee

Assistance Programme (now extended to

freelancers and international colleagues)

and the role of leaders in managing change.

ITV’s important role as a convenor of mental

health conversations, mental health trends

and industry challenges has been at the

forefront of our social purpose campaigns in

2023, including the award-winning Britain

Get Talking.

By providing support, guidance and challenge

the MHAG helps ensure 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.

Additionally, our Duty of Care Operating

Board ensures that ITV’s duty of care

processes continue to evolve. Refer to pages

81 and 98 for further information about the

role of the Duty of Care Operating Board and

its activities in 2023.

The importance of raising workplace concerns

and ‘speaking up’ has been re-emphasised to all

our colleagues, to ensure they have awareness

of, and feel empowered to, raise concerns

through our Speaking Up framework, refer to

pages 99 and 113.

For further information on how the Board and

management engage with the workforce, refer

to page 94.

![]()

42  ITV plc  Annual Report and Accounts 2023

#### ALTERNATIVE PERFORMANCE MEASURES

Key adjustments for EBITA,

#### adjusted EBITA, profit before

#### tax and EPS

EBITA is calculated by adjusting statutory

operating profit for operating exceptional

items and amortisation and impairment.

Adjusted EBITA is calculated by adding back

high‑end production tax credits to EBITA.

Further adjustments, which include the gain/

loss on the sale of non‑current assets,

amortisation and impairment of assets

acquired through business combinations and

investments, and certain net financing costs,

are made to remove their effect from

adjusted profit before tax and adjusted EPS.

The tax effects of all these adjustments are

reflected in the adjusted tax charge. These

adjustments are detailed below.

Adjusted EBITDA, which is used to calculate

the Group’s leverage, is calculated by adding

back depreciation to adjusted EBITA.

#### Production tax credits

The ability to access tax credits, which are

rebates based on production spend, is

fundamental to our ITV Studios business

across the world when assessing the viability

of investment decisions, especially with

regard to drama and comedy. ITV reports tax

credits generated in the US and other

countries (e.g. Italy, Canada and Spain) within

cost of sales, whereas in the UK tax credits

for high‑end drama must be classified as a

corporation tax item. However, in our view all

tax credits relate directly to the production of

programmes. Therefore, to align treatment,

regardless of production location, and to

reflect the way the business is managed

and measured on a day‑to‑day basis, the UK

tax credits are recognised in adjusted EBITA.

Our cash measures, including profit to

cash conversion and free cashflow are

also adjusted for the impact of production

tax credits.

In 2024, the adjustment we make to add back

high‑end production tax credits to EBITA will

change. See the Tax note on page 47 of the

Finance Review Section for further details.

Our APMs and KPIs are aligned with

our strategy and business divisions

and together are used to measure the

performance of our business and form

the basis of the performance measures

for remuneration. Adjusted results

exclude certain items because,

if included, they could distort the

understanding of our performance

for the period and the comparability

between periods. APMs are not defined

terms under IFRS and may not be

comparable with similarly titled

measures reported by other companies.

As adjusted results exclude certain

items (such as significant legal, major

restructuring and transaction items),

they should not be regarded as a

complete picture of the Group’s

financial performance. The exclusion of

adjusting items may result in adjusted

earnings being materially higher or lower

than statutory earnings. In particular,

when significant impairments,

restructuring charges and legal costs

are excluded, adjusted earnings will be

higher than statutory earnings.

The Audit and Risk Committee has

oversight of ITV’s APMs and actively

reviews, challenges, revises and

approves the policy for classifying

adjustments and exceptional items.

Further detail is included in the

following section.

#### Exceptional items

These items are excluded to reflect

performance in a consistent manner and in

line with how the business is managed and

measured on a day‑to‑day basis. They are

typically material amounts related to costs,

gains or losses arising from events that are

not considered part of the core operations of

the business, though they may cross several

accounting periods. These include, but are

not limited to, costs directly related to

acquisition activity, costs related to major

reorganisation and restructuring

programmes, material onerous contracts,

significant impairments, employee‑related

tax provisions related to earlier financial

periods (IR35) and other items such as legal

settlements and non‑routine legal costs (e.g.

legal costs related to items which are

themselves considered to be exceptional

items). We also adjust for the tax effect of

these items.

See note 2.2 to the financial statements

for further detail.

#### Acquisition‑related costs

We structure our acquisitions with earnouts

or put and call options, to allow part of the

consideration to be based on the future

performance of the business as well as

to lock in and incentivise creative talent.

Where consideration paid or contingent

consideration payable in the future is

employment‑linked, it is treated as an

expense (under accounting rules) and

therefore part of our statutory results.

However, we exclude all consideration of

this type from adjusted EBITA, adjusted

profit after tax and adjusted EPS as, in our

view, these items are part of the capital

transaction and do not form part of the

Group’s core operations. The Finance Review

explains this further. Acquisition‑related

costs, including legal and advisory fees on

completed deals or significant deals that do

not complete, are also treated as an expense

(under accounting rules) and therefore on a

statutory basis form part of our statutory

results. In our view, these items also form

part of the capital transaction or are one‑off

and material in nature and are therefore

excluded from our adjusted 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.

![]()

43ITV plc  Annual Report and Accounts 2023

STRATEGIC REPORT

Restructuring and

#### reorganisation costs

Where there has been a material change in

the organisational structure of a business

area or a material initiative, these costs are

highlighted and are excluded from our

adjusted measures. These costs arise from

significant initiatives to reduce the ongoing

cost base and improve efficiency in the

business to enable the delivery of our

strategic priorities. We consider each

project individually to determine whether

its size and nature warrant separate

treatment and disclosure.

#### Amortisation and impairment

Amortisation and any initial impairment of

assets acquired through business

combinations and investments are not

included within adjusted earnings. As these

costs are acquisition‑related, and in line with

our treatment of other acquisition‑related

costs, we consider them to be capital in

nature as they do not reflect the underlying

trading performance of the Group.

Amortisation of software licences and

development is included within our adjusted

profit before tax as management consider

these assets to be core to supporting the

operations of the business.

#### Net financing costs

Net financing costs are adjusted to reflect

the underlying cash cost of interest for the

business, providing a more meaningful

comparison of how the business is managed

and funded on a day‑to‑day basis. The

adjustments made remove the impact of

mark‑to‑market gains or losses on swaps

and foreign exchange, one‑off fees and

premiums relating to the buyback of bonds,

exceptional interest and other finance costs

on acquisitions, imputed pension interest

and other financial gains and losses that

do not reflect the relevant interest cash

cost to the business and are not yet

realised balances.

#### Reconciliation between statutory and adjusted results

Twelve months to

31 December

2023

Statutory

£m

2023

Adjustments

£m

2023

Adjusted

£m

2022

Statutory

£m

2022

Adjustments

£m

2022

Adjusted

£m

1.   £85 million (2022: £49 million) adjustment relates to

production tax credits which we consider to be a

contribution to production costs and working capital in

nature rather than a corporate tax item. EBITA is not a

statutory measure

2.   Exceptional items of £77 million (2022: £65 million)

largely relate to acquisition‑related expenses,

restructuring, transformation and property move

costs. Refer to the Finance Review

3.   £25 million (2022: £57 million) adjustment relates to

amortisation and impairment of assets acquired

through business combinations and investments. We

include only amortisation on purchased intangibles,

such as software within adjusted profit before tax

4.   £16 million (2022: £nil) adjustment is for non‑cash

interest cost. This provides a more 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

before tax. A full reconciliation is included in the

Finance Review

6.   Weighted average diluted number of shares in the

period was 4,059 million (2022: 4,046 million)

EBITA

1

404 85 489 668 49 717

Exceptional items

(operating)

2

(77) 77 – (65) 65 –

Amortisation and

impairment

3

(89) 25 (64) (84) 57 (27)

Operating profit 238 187 425 519 171 690

Net financing costs

4

(45) 16 (29) (26) – (26)

Share of profits on

JVs and associates – – – 8 – 8

Profit before tax 193 203 396 501 171 672

Tax

5

16 (101) (85) (66) (69) (135)

Profit after tax 209 102 311 435 102 537

Non‑controlling

interests 1 – 1 (7) – (7)

Earnings 210 102 312 428 102 530

Shares (million),

weighted average 4,023 – 4,023 4,010 – 4,010

EPS (p) 5.2p – 7.8p 10.7p – 13.2p

Diluted EPS (p)

6

5.2p – 7.7p 10.6p – 13.1p

Adjusted EBITDA (used to calculate the group’s leverage) for the year is £535 million (2022: £770 million), calculated by adding back

depreciation of £46 million (2022: £53 million) to adjusted EBITA (which is shown in the table above).

#### OTHER ALTERNATIVE PERFORMANCE MEASURES

#### Total revenue

As a vertically integrated producer broadcaster and streamer, we look at the total revenue generated by the business including internal revenue,

which is the sale of ITV Studios programmes to M&E. ITV Studios selling programmes to the M&E business is an important part of our strategy

as a vertically integrated business and it ensures we own all the rights to the content.

A reconciliation between external revenue and total revenue is provided below.

Twelve months to 31 December

2023

£m

2022

£m

External revenue (Statutory) 3,624 3,728

Internal supply  636 617

Total revenue (Adjusted) 4,260 4,345

![]()

44  ITV plc  Annual Report and Accounts 2023

ALTERNATIVE PERFORMANCE MEASURES CONTINUED

#### ITV Studios organic revenue growth

ITV Studios organic revenue growth adjusts revenue growth for the impacts of foreign currency and acquisitions in the current or comparative

period. Current period revenues are measured at constant currency which assumes exchange rates remain consistent with the comparative

period. The table below shows the calculation of our organic revenue growth within ITV Studios:

Twelve months to 31 December

2023

£m

2022

£m

Change

£m

Change

%

ITV Studios total revenue 2,170 2,096 74 4

Adjustment for constant currency  15 – – –

Adjustment for acquisitions in prior period (65) (32) (33) 103

ITV Studios total revenue – organic basis 2,120 2,064 56 3

#### Net pension surplus/deficit

This is our defined benefit pension scheme

surplus or deficit under IAS 19 adjusted for

other pension assets, mainly gilts, which are

held by the Group as security for future

unfunded pension payments for four

Granada executives and over which the

unfunded pension scheme holds a charge.

See note 3.7 to the financial statements.

#### Profit to cash conversion

This is the measure of our effectiveness at

working capital management. It is calculated

as our adjusted cash flow as a proportion of

adjusted EBITA. Adjusted cash flow, which

reflects the cash generation of our underlying

business, is calculated on our statutory cash

generated from operations and adjusted for

exceptional items, net of capex on property,

plant and equipment and intangible assets,

and including the cash impact of high‑end

production tax credits.

#### Covenant net debt and covenant

#### liquidity

Covenant net debt is our leverage as defined

in our Revolving Credit Facility (RCF)

agreement. This calculation is materially

different to how net debt is defined and is

relevant in demonstrating we have met the

required RCF financial covenants at our

reporting date.

Covenant adjusted EBITDA (Earnings before Interest, Tax, Depreciation and Amortisation) is used to calculate our covenant compliance and

our leverage, and is defined in the RCF agreement. The calculation of covenant adjusted EBITDA, covenant net debt and covenant liquidity are

detailed in the tables below:

31 December

2023

£m

31 December

2022

£m

Statutory operating profit 238 519

Exceptional items 77 65

Amortisation and impairment 89 84

EBITA 404 668

Depreciation 46 53

Right of use assets depreciation (19) (25)

Interest charged on lease liabilities (4) (4)

Covenant adjusted EBITDA 427 692

31 December

2023

£m

31 December

2022

£m

Net debt (including IFRS 16 lease liabilities) (553) (623)

Impact of IFRS 16 lease liabilities 115 132

Long‑term trade payables (25) (17)

Other pension asset 48 47

Covenant net debt (415) (461)

Covenant adjusted EBITDA

\*

427 692

Covenant net debt to adjusted EBITDA

\*

1.0x 0.7x

Cash and cash equivalents 340 348

Undrawn RCF 600 450

Undrawn CDS facility 300 300

Covenant liquidity

\*\*

1,240 1,098

\*   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 plus undrawn committed facilities.

![]()

45ITV plc  Annual Report and Accounts 2023

STRATEGIC REPORT

#### FINANCE REVIEW

CHRIS KENNEDY

GROUP CHIEF FINANCIAL OFFICER

AND CHIEF OPERATING OFFICER

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 details.

Twelve months to 31 December

2023

£m

2022

£m

Change

£m

Change

%

ITV Studios total revenue 2,170 2,096 74 4

Total advertising revenue 1,778 1,931 (153) (8)

M&E non‑advertising revenue 312 318 (6) (2)

M&E total revenue 2,090 2,249 (159) (7)

Total non‑advertising revenue 2,482 2,414 68 3

Total group revenue 4,260 4,345 (85) (2)

Internal supply (636) (617) (19) (3)

Group external revenue 3,624 3,728 (104) (3)

Group adjusted EBITA 489 717 (228) (32)

Group adjusted EBITA margin 13% 19% (6)

Statutory operating profit  238 519 (281) (54)

Adjusted EPS 7.8p 13.2p (5.4p) (41)

Statutory EPS 5.2p 10.7p (5.5p) (51)

Dividend per share 5.0p 5.0p

Net debt as at 31 December (553) (623) 70 11

#### Exceptional items

Twelve months to 31 December

2023

£m

2022

£m

Acquisition‑related expenses (24) (4)

Restructuring and transformation costs  (25) (28)

Property costs  (10) (24)

Costs relating to the passing of Her Majesty Queen Elizabeth II – (16)

Sports rights impairment reversal – 5

Pension related costs – (4)

Employee‑related tax provision 3 (10)

Insured trade receivable  3 23

Legal settlements (13) –

Legal and other costs (11) (7)

Operating exceptional items  (77) (65)

Total exceptional items (77) (65)

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 Studios

has been discussed within the Operating and Financial Performance Review.

![]()

46  ITV plc  Annual Report and Accounts 2023

FINANCE REVIEW CONTINUED

#### Net financing costs

Twelve months to 31 December

2023

£m

2022

£m

Financing costs directly attributable to loans and bonds (24) (26)

Cash‑related net financing costs (5) 1

Amortisation on bonds and gilts – (1)

Adjusted financing costs (29) (26)

Net pension interest 8 –

Other net financial losses and unrealised foreign exchange  (24) –

Statutory net financing costs (45) (26)

Adjusted financing costs were £29 million (2022: £26 million) largely due to financing costs attributable to loans and bonds. Statutory net

financing costs were £45 million (2022: £26 million) mainly driven by charges related to acquisition‑related put and call options.

#### JVs and associates

Our share of profits from JVs and associates in the period was £nil (2022: profit of £8 million). This was our share of the net profits and losses

arising from our investments, such as BritBox International, Bedrock Entertainment and Blumhouse Television. The reduction year‑on‑year

primarily results from the phasing of the delivery of productions.

#### Profit before tax

Statutory profit before tax decreased significantly year‑on‑year to £193 million (2022: £501 million) as a result of the impact of the challenging

advertising market and planned ITVX investment.

Twelve months to 31 December

2023

£m

2022

£m

Statutory profit before tax  193 501

Production tax credits 85 49

Exceptional items  77 65

Amortisation and impairment\* 25 57

Adjustments to net financing costs 16 –

Adjusted profit before tax 396 672

\*  In respect of assets arising from business combinations and investments.

Total exceptional items in the period were

£77 million (2022: £65 million). Acquisition‑

related expenses of £24 million (2022:

£4 million) are predominantly performance‑

based, employment‑linked consideration to

former owners, and professional fees related

to acquisitions and potential acquisitions.

Restructuring and transformation costs of

£25 million (2022: £28 million) relate to

one‑off restructuring projects in respect of

the Group‑wide commitment to reduce the

overhead cost base, as well as reorganisation

and transformation programme costs to

deliver our strategy. Significant projects

include the implementation of a new

cloud‑based ERP solution and rationalisation

of the Studios operational structures outside

the UK.

Property costs relate to the London office

move to Broadcast Centre. No further

exceptional costs are expected related to

this move.

Employee‑related tax provisions credit of

£3 million relates to the release of provisions

in respect of years that are no longer in scope

and confirmation from HMRC that certain

individuals are no longer under review in

respect of IR35. The £10 million charge in

2022 reflected an increase in the provision

for potential employment taxes due to

HMRC in relation to the employment status

of individuals contracted by the Group for

periods before 2022.

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 was treated as an

operating cost. 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. During

2022, the review was completed, leading to

the release of the corresponding bad debt

provision of which £23 million was treated as

an exceptional credit. During 2023, a

settlement of the remaining claim was

agreed upon with insurers resulting in an

exceptional credit of £3 million.

Legal settlements of £13 million relate to

settlements or proposed settlements on a

number of significant legal cases which are

considered to be outside the normal course

of business.

Legal and other costs relate primarily to

legal costs for matters considered to be

outside the normal course of business,

including Box Clever, The Voice of Holland,

the UK Competition and Markets Authority

(CMA) investigation and the Phillip Schofield

KC Review.

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47ITV plc  Annual Report and Accounts 2023

STRATEGIC REPORT

#### Tax

Adjusted tax charge

The total adjusted tax charge for the year was £85 million (2022: £135 million), corresponding to an effective tax rate on adjusted PBT of 21.5%

(2022: 20.1%), which is lower than the standard UK corporation tax rate of 23.5% (2022: 19%). We expect the adjusted effective tax rate to be

around 25% in 2024, as a result of the increase in the UK statutory rate to 25% from April 2023.

On a reported basis, there is a tax credit of £16 million (2022: £66 million tax charge) which corresponds to an effective tax rate of (8.3%)

(2022: tax charge rate 13.2%). This rate in 2023 is lower than in previous years due to the impact of higher HETV tax credits relative to the tax

charge, as well as a proportionally lower profit before tax in the period compared to the prior year. The adjustments made to reconcile the

statutory tax charge with the adjusted tax charge are the tax effects of the adjustments made to reconcile PBT and adjusted PBT, as detailed

in the previous table.

Twelve months to 31 December

2023

£m

2023

Effective

tax rate

2022

£m

2022

Effective

tax rate

Statutory tax (credit)/charge  (16) (8.3)% 66 13.2%

Production tax credits 85 100% 49 100%

Charge for exceptional items 12 15.6% 8 12.3%

Charge in respect of amortisation and impairment

\*

6 24.0% 12 21.1%

Charge in respect of adjustments to net financing costs (2) (12.5)% – –

Adjusted tax charge

\*\*

85 21.5% 135 20.1%

\*  In respect of intangible assets arising from business combinations and investments. Also reflects the cash tax benefit of tax deductions for US goodwill.

\*\*  As a percentage of adjusted profit before tax.

Cash tax

Cash tax paid in the year was £32 million (2022: £55 million) and is net of £38 million of production tax credits received (2022: £31 million).

The majority of the cash tax payments were made in the UK. The cash tax paid is lower compared to the previous year due to lower profits and

higher production tax credits received. A reconciliation between the tax charge for the year and the cash tax paid in the year is shown below.

Twelve months to 31 December

2023

£m

2022

£m

Tax credit/(charge) (statutory) 16 (66)

Temporary differences recognised through deferred tax

\*

7 44

Prior year adjustments to current tax 12 (9)

Current tax, current year 35 (31)

Phasing of tax payments (including in respect of pension contribution benefits) (20) (6)

Production tax credits – timing of receipt (47) (18)

Cash tax paid (statutory) (32) (55)

\*  Further detail is included within Note 2.3 of the financial statements.

Changes to the current UK system

of Audio‑Visual tax credits

On 29 November 2023, the UK government

issued final legislation to reform the current

system of Audio‑Visual Expenditure Credit

(‘AVEC’) tax credits to merge the four existing

AVEC schemes (Film, High‑End Television

(HETV), Children’s Television and Animation)

into a single scheme and has reviewed the

qualifying criteria. The AVEC legislation was

substantively enacted on 5 February 2024

and can be claimed on expenditure incurred

from 1 January 2024.

The new scheme is one of expenditure

credits as opposed to corporate tax relief,

requiring a change to the accounting

treatment to include them within statutory

operating profit rather than within the

consolidated tax charge. The effect of this

change in legislation will therefore be to

increase our EBITA, adjusted EBITA, adjusted

EBITA margin, profit before tax and tax

expense but will leave our profit after tax

unchanged, this is compared to the previous

HETV accounting treatment. We continue to

assess the impact on the Group and do not

anticipate there to be a material change in

the net economic value.

Base Erosion and Profit Shifting (BEPS)

Pillar Two

On 20 June 2023, Finance (No.2) Act 2023

was substantively enacted in the UK,

introducing a global minimum effective tax

rate of 15% for large groups and for financial

years beginning on or after 31 December

2023. Taxation balances are adjusted for a

change in tax law if the change has been

substantively enacted by the balance sheet

date. However the amendments to IAS 12

‘Income Taxes’ Pillar Two income taxes

provides an exemption from the requirement

to recognise and disclose deferred taxes

arising from enacted or substantively

enacted tax law that implements the Pillar

Two model rules.

Based on an initial analysis of the current

year financial data, most territories in which

the Group operates are expected to qualify

for one of the safe harbour exemptions such

that top‑up taxes should not apply. In

territories where this is not the case there is

the potential for Pillar Two taxes to apply, but

these are not expected to be material. The

Group continues to refine this assessment

and analyse the future consequences of

these rules.

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48  ITV plc  Annual Report and Accounts 2023

FINANCE REVIEW CONTINUED

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.itvplc.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 2023, 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 at

£311 million (2022: £537 million). Non‑

controlling interest was a share of losses of

£1 million (2022: share of profit of £7 million)

which is the net result from the non‑ITV

owned share in entities such as Plimsoll,

Cattleya and Tomorrow Studios.

Adjusted basic EPS was down 41% to 7.8p in

the year (2022: 13.2p). The weighted average

number of shares increased year‑on‑year to

4,023 million (2022: 4,010 million). Diluted

adjusted EPS in the year was 7.7p (2022:

13.1p) reflecting a weighted average diluted

number of shares of 4,059 million (2022:

4,046 million).

Statutory EPS decreased by 51% to 5.2p

(2022: 10.7p).

A full reconciliation between statutory and

adjusted EPS is included in the Alternative

Performance Measures section.

#### Dividend per share

The Board recognises the importance of the

ordinary dividend to ITV shareholders.

Reflecting its confidence in the business and

its strategy, as well as the continued strong

cash generation, in line with ITV’s dividend

policy, the Board has declared a final

dividend of 3.3p (2022: 3.3p), giving an

ordinary dividend of 5.0p per share for the

full year 2023 (2022: 5.0p), a total payout

of around £200 million. The Board remains

committed to paying a total dividend of at

least 5.0p in 2024, which it expects to grow

over the medium term, 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 dividend timetable

is as follows:

Announcement

Thursday

7 March 2024

Ex‑dividend date

Thursday

11 April 2024

Record date

Friday

12 April 2024

Dividend paid

Thursday

23 May 2024

#### Acquisitions

As part of our strategy to Expand Studios, we

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 have generally structured 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. This has allowed us to

lock in creative talent and ensure our

incentives are aligned, and also reduce our

risk by only paying for the actual, not

expected, performance delivered over time.

The majority of earnouts or put and call

options are dependent on the seller

remaining within the business. Where future

payments are directly related to the seller

remaining with the business, these payments

are treated as employment costs and,

therefore, are part of our statutory results.

However, we exclude these payments from

adjusted profits and adjusted EPS as an

exceptional item, as in our view, for the

reasons set out above, these items are part

of the capital consideration reflecting how

we structure our transactions and do not

form part of the core operations.

Acquisition‑related liabilities or

performance‑based employment‑linked

earnouts are amounts estimated to be

payable to previous owners. The estimated

future payments as at 31 December 2023 are

£105 million and are sensitive to forecast

profits as they are based on a multiple of

earnings. The range of reasonably possible

outcomes for the liability is between £86

million and £147 million. The estimated

future payments, treated as employment

costs, are accrued over the period the sellers

are required to remain with the business, and

those not linked to employment are

recognised at acquisition at their time

discounted value.

We closely monitor the forecast

performance of each acquisition and, where

there has been a change in expectations,

we adjust our view of potential future

commitments. Expected future payments of

£105 million have increased by £16 million

since 31 December 2022, due to increases in

forecast profits.

At 31 December 2023, £78 million of

expected future payments had been

recorded on the balance sheet, with the

balance of £27 million to be accrued over the

period in which the sellers are required to

remain with the business.

There were no acquisitions during 2023.

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49ITV plc  Annual Report and Accounts 2023

STRATEGIC REPORT

#### Cash generation

Profit to cash conversion

Twelve months to 31 December

2023

£m

2022

£m

Adjusted EBITA  489 717

Working capital movement 90 (150)

Adjustment for The Voice of China cash received

\*

– 23

Adjustment for production tax credits (47) (18)

Depreciation

\*\*

46 53

Share‑based compensation  16 19

Acquisition of property, plant and equipment and intangible assets

\*\*\*

(70) (78)

Lease liability payments (including lease interest) (26) (26)

Adjusted cash flow 498 540

Profit to cash ratio (adjusted EBITA/adjusted cash flow) 102% 75%

\*  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 operating cash.

\*\*  Depreciation of £46 million (2022: £53 million) includes £28 million (2022: £33 million) which relates to ITV Studios and £18 million (2022: £20 million) relating to Media &

Entertainment.

\*\*\* 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.

Cash generated from operations is reconciled to the adjusted cash flow as follows:

Twelve months to 31 December

2023

£m

2022

£m

Cash generated from operations 488 537

Cash outflow from exceptional items 68 53

Cash generated from operations excluding exceptional items 556 590

Adjustment for production tax credits 38 31

Adjustment for The Voice of China cash received – 23

Acquisition of property, plant and equipment and intangible assets (70) (78)

Lease liability payments (including lease interest) (26) (26)

Adjusted cash flow 498 540

One of ITV’s strengths is its cash generation, reflecting our ongoing tight management of working capital balances. We manage risk when

making all investment decisions, particularly in scripted content and ITVX, through having a disciplined approach to cash and costs. Remaining

focused on cash and costs means we are in a good position to continue to invest across the business in line with our strategic priorities.

In the year, we generated £498 million of operational cash (2022: £540 million) from £489 million of adjusted EBITA (2022: £717 million),

resulting in a profit to cash ratio of 102% (2022: 75%). The increase in our profit to cash ratio year‑on‑year reflects a favourable movement in

working capital due to the unwind of programme rights and inventory previously built up for the launch of ITVX. In addition, there has been a

reduction in production inventories predominantly in the US as a result of the 2023 writers’ and actors’ strike.

Free cash flow

Twelve months to 31 December

2023

£m

2022

£m

Adjusted cash flow 498 540

Net interest paid (excluding lease interest) (27) (37)

Adjusted cash tax

\*

(70) (86)

Pension funding (40) (137)

Free cash flow 361 280

\*  Adjusted cash tax of £70 million is total net cash tax paid of £32 million plus receipt of production tax credits of £38 million, which are included within adjusted cash flow from

operations, as these production tax credits relate directly to the production of programmes.

Our free cash flow after payments for interest, cash tax and pension funding was £361 million (2022: £280 million).

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50  ITV plc  Annual Report and Accounts 2023

FINANCE REVIEW CONTINUED

#### Funding and liquidity

Debt structure and liquidity

The Group’s financing policy is to manage its

liquidity and funding risk for the medium to

long term. ITV uses debt instruments with a

range of maturities, has access to

appropriate short‑term borrowing facilities

and has a policy to maintain a minimum of

£250 million of cash and undrawn committed

facilities available at all times. We have three

committed facilities in place to maintain our

financial flexibility, which includes a £500

million multilateral Revolving Credit Facility

(RCF). £83 million of this facility matures in

January 2028, and £417 million remains

committed until January 2029. The RCF has

leverage and interest cover covenants which

require us to maintain a covenant net debt to

adjusted EBITDA ratio of below 3.5x and

interest cover (adjusted EBITDA to net

finance charges) above 3.0x.

At 31 December 2023, ITV’s financial position

was well within its covenants. During the

year, the Group secured an additional £100

million of committed funding via a bilateral

RCF which matures in 2028. The terms and

conditions, including financial covenants,

are aligned to the £500 million multilateral

RCF facility.

We also have a bilateral financing facility

of £300 million, which is free of financial

covenants and matures on 30 June 2026.

At 31 December 2023, all facilities were

undrawn (31 December 2022: only

£50 million from the £500 million RCF

was drawn), which with cash and cash

equivalents of £340 million, provided total

liquidity of £1,240 million (31 December

2022: £1,098 million). This provides us with

sufficient liquidity to meet the requirements

of the business in the short to medium term

under a variety of scenarios, including a

severe but plausible downside scenario.

After acquisition‑related costs, pension

and tax payments, we ended the period

with reported net debt of £553 million

(31 December 2022: £623 million).

#### Reported net debt

At 31 December

2023

£m

2022

£m

Gross cash  340 348

Gross debt (including IFRS 16 lease liabilities) (893) (971)

Net debt  (553) (623)

#### Financing – gross debt

We are financed using debt instruments and facilities with a range of maturities. Borrowings at

31 December 2023 were repayable as follows:

Amount repayable as at 31 December 2023 £m Maturity

€600 million Eurobond

\*

535 Sep 2026

£230 million term loan 230 Jul 2027

Other loans 13 Various

Total debt repayable on maturity

\*\*

778

\*  Includes £15 million currency component of swaps held against euro‑denominated bond.

\*\* Excludes £115 million of IFRS16 Lease Liabilities.

The Group’s €259 million Eurobond which matured in December 2023 was refinanced by

drawing on the £230 million committed four year term loan, maturing in July 2027. The term

loan has the same financial covenants as ITV’s Revolving Credit Facility and is excluded from

the total committed undrawn facilities of £900 million.

Capital allocation and leverage

In line with our capital allocation policy, our

priorities remain as follows: to invest

organically in line with our strategic priorities;

manage our financial metrics consistent with

our commitment to investment grade

metrics over the medium term; sustain a

regular ordinary dividend which can grow

over the medium term; continue to consider

value creating inorganic investment against

strict financial and strategic criteria,

and any surplus capital will be returned

to shareholders.

Our objective is to run an efficient balance

sheet and manage our financial metrics

appropriately, consistent with our

commitment to investment grade metrics

over the medium term. At 31 December 2023,

our leverage, or net debt to adjusted EBITDA

was 1.0x (31 December 2022: 0.8x).

Credit ratings

We continue to be rated investment grade by

two rating agencies. Our current ratings are

BBB‑ (stable outlook) by Standard and

Poor’s and Baa3 (stable outlook) by Moody’s

Investor Services. The factors that are taken

into account in assessing our credit rating

include our degree of operational gearing and

exposure to the economic cycle, as well as

business and geographical diversity.

Foreign exchange

As ITV continues to grow internationally, we

are increasingly exposed to foreign exchange

on our overseas operations. We do not hedge

our exposure to revenues and profits

generated overseas, as this is seen as an

inherent risk. We may elect to hedge our

overseas net assets, where material.

ITV is also exposed to foreign exchange risk

on transactions we undertake in a foreign

currency. Our policy is to hedge a portion

of any known or forecast transaction where

there is an underlying cash 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 balances to a minimum and hedge

such exposures where there is an

expectation that any changes in the value

of these items will result in a realised cash

movement over the short to medium term.

The foreign exchange and interest rate

hedging strategy is set out in our

Treasury policies which are approved

by the ITV PLC Board.

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51ITV plc  Annual Report and Accounts 2023

STRATEGIC REPORT

#### Production inventories, contract

#### assets and liabilities

In 2023, contract assets increased by

£17 million, production inventories

decreased by £259 million and contract

liabilities decreased by £185 million

compared to 31 December 2022. Contract

assets increased due to UK scripted growth

with streaming platforms. The production

inventories decrease was driven

predominantly by key US and UK deliveries.

Contract liabilities decreased due to the

phasing of production deliveries, particularly

in the US and the UK.

#### Pensions

The net pension surplus for the defined

benefit schemes at 31 December 2023 on an

accounting basis was £209 million (31

December 2022: £192 million). The

movement in the year was driven by

employer contributions and a reduction in

liabilities due to changes in demographic

assumptions partly offset by a fall in

corporate bond yields.

The net pension assets include £48 million of

gilts, 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.

Deficit funding contributions

The accounting surplus or deficit does not

drive the deficit funding contribution. The

Group’s deficit funding contributions in 2023

were £40 million, which included £37 million

following the agreement of the 2019 Triennial

valuation of the main section of the Scheme,

and £3 million annual payment under the

London Television Centre pension funding

partnerships. Further details are included in

Note 3.7 to the financial statements.

#### 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, a payment of up to

£200 million was due in 2022. The existing

PFP agreement was amended and extended

to 2031. As a result of this agreement,

payments of £94 million were made under

the SDN PFP arrangement in 2022. The

Group is committed to up to nine annual

payments of £16 million from 2023. These

payments are required if the Scheme is

calculated to be in a technical deficit. This

calculation is based upon the most recent

triennial valuation updated for current market

conditions. The partnership’s interest in SDN

provides collateral for these payments. The

£16 million payment under the SDN PFP was

not required to be paid in 2023. However, this

assessment is made on an annual basis and

therefore the £16 million payment may

resume in 2024. The Group retains day‑to‑

day operational control of SDN and SDN’s

revenues, profits and cashflows 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.

#### Post balance sheet event

On 01 March 2024 the Group announced

the sale of its entire 50% interest in BritBox

International to its joint venture partner

BBC Studios for a cash consideration of

£255 million. The Board intends to return the

entire net proceeds to shareholders through

a £235 million share buyback which will be

completed within 18 months. Refer to notes

3.4 and 5.3 to the financial statements for

further details.

Planning assumptions for the

#### full year 2024

The following planning assumptions for 2024

are based on our current best view but may

change depending on how events unfold over

the rest of the year.

Profit and Loss impact:

•  Total content costs are expected to

be around £1,275 million as we further

optimise linear, evolve our windowing

strategy and improve personalisation.

We will invest an additional £15 million

in marketing

•  Delivery of £40 million of savings –

comprising of £10 million from our

existing £150 million cost saving target

and £30 million of additional in year

savings as part of the new strategic

restructuring and efficiency programme

•  Adjusted financing costs are expected

to be around £35 million

•  The adjusted effective tax rate is expected

to be 25% over the medium term in line

with the UK statutory tax rate of 25%

•  Exceptional items are expected to

be around £90 million mainly due to

costs associated with the new strategic

restructuring strategic restructuring

and efficiency programme and digital

transformation costs

Cash impact

•  Total capex is expected to be around

£75 million as we further invest in our

digital capabilities

•  The cash cost of exceptionals is expected

to be around £90 million mainly due to

costs associated with the restructuring

and efficiency programme and digital

transformation cost

•  Profit to cash conversion is expected to

be around 80% out to 2026. In 2024 profit

to cash conversion will be lower reflecting

an increase in working capital. Across 2023

and 2024 we expect cash conversion to

be around 80%

•  Total pension deficit funding contributions

for 2024 are expected to come down year

on year. More detailed guidance will be

given following the completion on the

triennial valuation

•  The Board has proposed a final dividend

of 3.3p, which will be paid in May 2024.

This gives a full year dividend of 5.0p.

Going forward, the Board intends to pay

a full year ordinary dividend of at least

5.0p, which it expects to grow over the

medium term

#### CMA Investigation

As previously reported, 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 the CMA has confirmed it is

currently undertaking further investigation

until at least March 2024, subsequent to

which ITV anticipates it will receive additional

detail regarding any future steps.

On 11 October 2023, the CMA opened an

investigation into certain conduct of ITV

and other named companies in the sector

relating to the production and broadcasting

of television content in the UK, excluding

sports content. The investigation remains 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 in relation to both investigations.

#### Foreign exchange sensitivity

The following table highlights ITV Studios

sensitivity, for the remainder of the year

(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

EBITA; a depreciation has a positive effect.

Currency

Revenue

£m

Adjusted

EBITA

£m

US dollar

+/‑40‑55

+/ – 5‑7

Euro +/ – 40‑50 +/‑7‑9

CHRIS KENNEDY

GROUP CFO & COO

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52  ITV plc  Annual Report and Accounts 2023

#### NON‑FINANCIAL AND SUSTAINABILITY INFORMATION STATEMENT

Refer to page 2 for details on our Business Model.

#### ENVIRONMENT

Policies Due diligence and implementation Outcomes of policies and related KPIs Related principal risks (pages 57 to 64)

•  Our Environmental Management

Policy sets out our commitment to

reaching our Science Based Targets

on carbon emissions by 2030. In

addition, we are part of the

Business Ambition for 1.5 degrees,

setting additional 2050 goals for

90% carbon emissions reduction

across all Scopes

•  We disclose against the Task

Force on Climate-related Financial

Disclosures (TCFD) framework

our exposure to climate-related

risks and processes to mitigate

these risks

•  ITV’s commitment to climate

action has been assessed by the

Carbon Disclosure Project and

given an A 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

•  We evaluate and monitor climate

change risks and progress against

our environmental targets through

our governance structure, which

includes the Climate Action

Delivery Group, and is referenced in

further detail in our TCFD report

(see page 65)

•  Progress against our environmental

targets is reported to the Studios,

Media & Entertainment, and

Management Boards up to four

times a year, and annually to the

PLC Board. The Audit and Risk

Committee also has oversight

of environmental matters (see

page 114)

•  All colleagues and Board

members are required to

complete mandatory training

on climate action

•  Climate Action is one of the

priorities of ITV’s Social Purpose

strategy (see page 35). See more on

this and our GHG data

•  We are active members of the

industry sustainability body BAFTA

albert, and are committed to

reducing the impact of production

emissions by ensuring all the

programmes produced or

commissioned in the UK are

albert certified

•  Climate change is not currently

recognised as a principal risk of the

Group, but is categorised as an

emerging risk and kept under

regular review through our risk

management framework. However,

principal risks are assessed with a

climate risk lens. We have identified

specific climate risks for ITV

through climate scenario analysis

•  For our TCFD report see page 65

#### COLLEAGUES

Policies Due diligence and implementation Outcomes of policies and related KPIs Related principal risks (pages (57 to 64)

•  Our Code of Ethics and Conduct

(Our Code) promotes the highest

standards of ethical business,

underpinning our values and

corporate culture

•  Adherence is a key requirement of

our overall compliance framework

•  Our Diversity, Equity and Inclusion

strategy is aligned with and

supports our business strategy

•  Our employment and recruitment

policies are based on equal

opportunities and

non-discrimination and set out our

commitment to an open and

inclusive culture

•  ITV’s Duty of Care Charter sets out

our commitment to the physical

and mental health and safety of

employees, participants and others

we work with

•  ITV has a ‘Speaking Up’ framework

for anyone working for or with ITV to

raise concerns and grievances in

confidence (and if they wish

anonymously), as well as a

freelancer complaints procedure

•  We also have policies on bullying,

harassment and dignity at work,

and grievances

•  All colleagues and Board members

complete annual mandatory

training aligned with Our Code.

•  Our Code is reviewed regularly and

approved by the Audit and Risk

Committee

•  Our Inclusion and Diversity Council,

chaired by the Chief Executive,

drives the organisation’s diversity

and inclusion agenda (see page 37)

•  Progress against our diversity

targets is reported to the Studios

and Media & Entertainment Boards

biannually, the Management Board

four times a year, the Nominations

Committee regularly, and the PLC

Board annually

•  The Audit and Risk Committee

reviews the Group’s health and

safety procedures at least annually,

and receives regular reports from

the Duty of Care Operating Board,

which the Chair of the Audit and

Risk Committee attends

•  Our Speaking Up framework is

monitored and reviewed by the

Audit and Risk Committee

biannually. Statistics on concerns

raised are reviewed at each

Board meeting

•  The Speaking Up framework has

been enhanced, making it easier to

raise concerns and support ITV’s

open culture

•  Diversity, Equity and Inclusion

is one of the four priorities of

ITV’s Social Purpose strategy

(see page 32)

•   ITV has ranked third in the FTSE

250 index and is the top media

company within the index for

women in leadership roles. ITV was

also one of 20 FTSE 250 companies

with at least five women on its

Board. (Source: FTSE Women

Leaders Review February 2024)

•  Non-compliance with laws and

regulations is recognised as a

principal risk. The Board has zero

tolerance for known and deliberate

non-compliance. We regularly

assess potential risks associated

with employee conduct and ethics

as part of our compliance

processes

•  Failure to deliver our Diversity

Acceleration Plan is not recognised

as a standalone principal risk but is

recognised as an important factor

within the recruitment and

retention of talent principal risk and

remains under review, monitored by

the Nominations Committee

•  Failure to create the right

organisational culture, which

allows colleagues to speak up, and

failure to extend an adequate duty

of care or a major health and

safety incident are recognised

as principal risks

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.

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53ITV plc  Annual Report and Accounts 2023

STRATEGIC REPORT

#### SOCIAL IMPACT

Policies Due diligence and implementation Outcomes of policies and related KPIs Related principal risks (pages 57 to 64)

•  Social Purpose is a core enabler in

delivering ITV’s overall strategy. We

use ITV’s scale and creativity to

shape culture for good not just

within ITV but across the UK and

other markets that we might

impact. We have set and published

ambitious targets which align to the

United Nations Sustainable

Development Goals (UN SDGs)

•  We evaluate and monitor all

our Social Purpose campaigns

and progress against our goals.

2023 carbon emissions data has

been independently verified by

a third party

•  ITV’s Mental Health Advisory

Group, chaired by Baroness Ruth

Davidson in 2023 and succeeded by

Pat Younge in 2024, comprises

external expert advisers and ITV

representatives and provides

guidance on best practice for

looking after the welfare of people,

productions and campaigns

•  In 2023, ITV introduced a

psychologist professional

development programme to

expand the pool of registered

psychologists working in television.

It was delivered in partnership with

the BBC and accredited by the

British Psychological Society and

aimed at supporting ITV and BBC

programmes in their duty of care to

contributors

•  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

PLC Board

•  Our Social Purpose strategy

has four priorities relating to

Mental Wellbeing, Better Futures,

Climate Action and Diversity, Equity

and Inclusion, (see pages 32)

•  The Social Purpose strategy

is aligned with the UN SDGs. ITV

has identified nine SDGs where it

can have the most impact,

(see page 32)

•  Social impact matters are not

considered to be a standalone

principal risk, however social

impact matters which influence

other principal risks are detailed in

our Risks and Uncertainties section

#### HUMAN RIGHTS

Policies Due diligence and implementation Outcomes of policies and related KPIs Related principal risks (pages 57 to 64)

•  ITV is fully committed to ensuring

that we do not participate in the

violation of human rights and

expects the same of our suppliers.

We are a founding member of the

television Industry and Human

Rights Forum set up to identify and

proactively address labour rights

issues in the television industry and

raise awareness beyond it

•  ITV’s Modern Slavery Statement

sets out the steps taken to identify,

address and prevent modern

slavery and human trafficking in our

business and supply chain

•  Our Supplier Code of Conduct sets

out our expectation of suppliers to

protect human rights of workers

and communities impacted by

operations and supply chains

•  Ultimate oversight sits with

the Board

•  ITV’s Modern Slavery Working

Group is responsible for overseeing

modern slavery risk management

for ITV in a manner that places

concerns for potential victims at

the centre. It agrees on strategies

for addressing key risks identified

and raises awareness among ITV’s

decision-makers of labour rights

considerations and seeks their

support for appropriate initiatives

•  Our Modern Slavery Statement is

reviewed by the Board on an annual

basis. and can be found in the

Governance section of our

ITV PLC website

•  No incidences of human rights

abuse or modern slavery have

been identified

•  Our Code of Ethics and Conduct

explains ITV’s aim to address and

identify the risks of modern slavery

•  Suppliers are required to comply

with our Supplier Code of Conduct

and address the risk of modern

slavery in their operations and

supply chains

•  Legal and regulatory

non-compliance (including labour

rights issues) is recognised as a

principal risk with the Board having

zero tolerance for known and

deliberate non-compliance.

We have a compliance and risk

management framework in place

to identify potential risks and

mitigate these

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54  ITV plc  Annual Report and Accounts 2023

NON‑FINANCIAL AND SUSTAINABILITY INFORMATION STATEMENT CONTINUED

#### ANTI‑CORRUPTION AND ANTI‑BRIBERY

Policies Due diligence and implementation Outcomes of policies and related KPIs Related principal risks (pages 57 to 64)

•  Our Code of Ethics and Conduct

(Our Code) promotes the highest

standards of ethical business and

reinforces the importance of

awareness of compliance

requirements

•  Our Anti-Bribery Policy sets out our

responsibilities and provides

information and guidance on what

bribery is and how to deal with

bribery and corruption issues.

Those working for or with us must

observe and uphold the policy

•  Our Sanctions Policy ensures that

the business complies with all

relevant international and financial

sanctions in force at the time by the

US, UN, EU or UK government

•  Our Supplier Code of Conduct sets

out our expectation of our suppliers

to comply with all anti-bribery laws

•  All colleagues and Board members

are required to complete annual

mandatory training aligned with

Our Code, and systems are in place

through the Speaking Up

framework to enable employees to

identify and raise issues, including

suspected wrongdoing, fraud or

malpractice in the workplace

•  Bespoke training on the

Anti-Bribery Policy is provided to

employees working in roles or

territories at higher risk of bribery

and corruption issues

•  Compliance with the Anti-Bribery

Policy is kept under review and

reported to the Management Board

and Audit and Risk Committee

biannually

•  Bribery and corruption risks are

reviewed annually by the Audit

and Risk Committee, as is wider

policy compliance

•  We take a zero-tolerance approach

to bribery and corruption and are

committed to acting professionally,

fairly and with integrity in all our

business dealings and relationships

wherever we operate, as well as

implementing and enforcing

effective systems to counter

bribery and corruption

•  Legal and regulatory

non-compliance (including with

the Bribery Act 2010) is recognised

as a principal risk. We have a

compliance programme in place

to mitigate the risk of bribery,

which is articulated in our

Anti-Bribery Policy

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55ITV plc  Annual Report and Accounts 2023

STRATEGIC REPORT

#### RISKS AND UNCERTAINTIES

#### Risk Landscape

The increasing pace of change in the market and the continued impact of the

macroeconomic environment and global uncertainty means we must continue to

be agile in the way we implement our strategy and manage the resulting risks.

#### Our approach

The focus in 2023 has been on evolving our

approach to risk management to ensure it

remains appropriate for the risk landscape

and proportionate so as not to stifle

creativity. We started the year by reassessing

our risk landscape and deep diving into the

risk categories that this is made up of. The

learnings from this exercise allowed us to

adapt our approach to further drive

standardisation in our risk management

processes and enhance our understanding

of ITV’s most critical risks.

Our approach places emphasis on the

importance of collaboration between the

Central teams that set expectations and the

Divisions. On a periodic basis, the Divisions

review their exposure to the key risk

categories managed centrally to identify any

significant and emerging risks that might

affect their performance. In addition, the

Divisional Leadership teams bring together

their most significant risks and uncertainties,

including emerging risks, for discussion and

prioritisation. This ‘top-down’ and ‘bottom-

up’ approach is facilitated and overseen by

the Group Risk team.

#### Emerging risks

Given the changing landscape in which we

operate, we have increased our focus during

2023 on identifying and understanding the

emerging risks we face so we can proactively

take action now. This involved expanding the

ongoing horizon scanning performed to

embed it as a key consideration when

assessing the current position of each

principal risk category.

Our two key emerging risks are climate and

the transformative impact of Generative

Artificial Intelligence (Generative AI).

SPOTLIGHT ON…

#### CLIMATE

•  We approach the actual and emerging risks

associated with the climate no differently

to how we manage any other risk faced by

ITV. The activities taken to manage our

responsibilities related to emerging

regulations, investor expectations and our

external disclosure requirements are of

particular interest to the Board.

•  Upskilling and educating the business

forms the basis for ensuring we have

effective management and accountability

for our environmental obligations. This is

supported by a network of green leads to

support both the owners of climate-related

risks and colleagues across ITV to

transform our business so we are fit to

thrive in a sustainable economy. Our

Sustainability team acts as the glue to

oversee these activities, join the dots and

provide advice and guidance.

•  Whilst we do not categorise Climate as a

standalone principal risk, which could

materially threaten our viability or strategy,

we recognise that climate needs to be

considered as part of our everyday

activities and is intrinsically linked to many

of our risks.

•  For more information on our climate-

related risks, see our Climate-Related

Financial Disclosures Report.

#### Risk appetite

To help focus the way we manage our

principal risk categories, the Board has

defined our risk appetite for each one to

enable us to strike the right balance between

risk taking and risk mitigation. Our risk

appetite reflects ITV’s willingness to be

innovative and open to ideas as we pursue

our strategy, whilst maintaining our low

tolerance in operational areas, such as duty

of care, data protection and corporate

compliance.

#### Risk leadership and governance

Our leadership plays an important role in

ensuring risk management is considered in

key decision making. Each of our principal

risk categories has a Management Board

sponsor. They articulate each risk, how we

manage them and the actions being taken

to operate within our risk appetite.

ITV’s risk oversight and governance

framework has been set up to assist the

PLC Board in fulfilling its responsibility

for overseeing the management of risk

across ITV.

The Risk and Compliance Steering

Committee (RCSC) plays an integral part

in assisting the Management Board in

overseeing the management of risk across

ITV. It provides the central teams and

divisions with a route to escalate risks and

commissions deep dives into principal and

emerging risks to enhance understanding

of the key drivers, mitigating activities

and identify further management

activity required.

The Management Board conducts a robust

assessment of principal and emerging risks

faced by the Group twice a year. This includes

consideration of the potential impact and

probability of each of these occurring. The

outcome of these assessments is presented

to the Audit and Risk Committee and the

PLC Board for review and approval.

SPOTLIGHT ON…

#### CLIMATE

•  The Climate Action Delivery Group (CADG)

has been established to support the

Management Board in overseeing the

management of climate-related risks. This

Group, chaired by the CFO/COO, meets

four times a year to review and challenge

progress against plans, deep dive into

escalated risks and identify areas where

further management activity is required.

•  The CADG plays an important role in ITV’s

risk oversight and governance. It reports

and escalates key risks to the RCSC that

are considered as part of the Management

Board’s robust assessment of principal and

emerging risks. It also provides updates to

the Management Board, Audit and Risk

Committee and PLC Board on progress

against climate-related targets and our

climate-related disclosures for review

and challenge.

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56  ITV plc  Annual Report and Accounts 2023

RISKS AND UNCERTAINTIES CONTINUED

#### OUR RISK OVERSIGHT AND GOVERNANCE STRUCTURE AT A GLANCE

#### ITV PLC Board

Audit and Risk

Committee

(ARC)

Management Board Risk &

Compliance

Steering

Committee

(RCSC)

Studios

Board

M&E

Board

Climate Action

Delivery Group

(CADG)

Corporate

Functions

Studios

Risk Working

Group

M&E

Risk Working

Group

Key

Direction and management

Reporting and escalation

Advice and oversight

#### Risk Management Effectiveness

The PLC Board continues to monitor the

effectiveness of risk management at ITV. An

independent assessment of ITV’s risk

management framework and practices was

conducted during Q4 2023 as part of the

2023 internal audit plan. The review

concluded that significant progress has been

made over the last year to achieve an

effective state for principal risk management

within ITV, with a number of opportunities to

enhance the framework and practices

identified and reflected in our risk

management plans for 2024.

#### Changes to principal risks

#### during the year

The ongoing management and monitoring of

ITV’s most critical risks throughout the year

has led to changes to the principal risks from

the previous reporting period (H1 2023).

These included:

•  Splitting ‘cyber-attack or data breach

incident’ into two separate principal risks

to enhance transparency, improve

accountability and enable us to establish

more focused mitigation strategies

•  Removing ‘Pensions Deficit’ as the

ITV pension scheme position has

significantly improved

•  The addition of ‘Third-Party Risk

Management’ to recognise the increasing

complexity and importance of our

third-party relationships and the potential

these have to cause significant damage

to our reputation

•  Promoting ‘Operational Resilience’

to recognise the importance of being

able to withstand and recover from

our technology and/or services

being compromised.

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57ITV plc  Annual Report and Accounts 2023

STRATEGIC REPORT

#### Principal risks and mitigations

Set out below is a description of each of our principal risks and how they are being managed and mitigated.

Key Link to strategy Risk direction of travel

(after current mitigations)

Emerging risks

E

Expand Studios globally

S

Supercharge Streaming

O

Optimise Broadcast

Risk is increasing

Risk is reducing

Risk remains static

Indicates where there are macroeconomic related factors,

which may influence the risk.

Indicates where there are climate-related factors, which

may influence the risk.

Indicates where there are AI-related factors, which may

influence the risk.

N.B. – Risks are grouped by category and are not disclosed in order of importance or significance

#### STRATEGIC RISKS

1. Streaming

Link to

strategy

S

MB Sponsor: Managing Director, Streaming, Interactive & Data

Description What this risk category covers: Some of the things we do to manage it:

ITVX does not grow at

the pace required to

deliver the desired

strategic or financial

outcomes

Link to Viability

Scenarios: 1 | 2 | 6

•  How we attract viewers to our streaming services in an

increasingly competitive and challenging market

•  How we maintain strong relationships with platforms and

distributors

•  How we create a competitive subscription proposition whilst

continuing to drive ad-funded video on demand viewing

•  How we manage the complexity of the infrastructure and

technology chains involved in the transition to streaming

•  Continue to invest in our streaming capability (e.g.

personalisation)

•  Continue to evolve our partnership & distribution strategy

•  Continue to invest in content and marketing

•  Ongoing monitoring of our performance KPIs

•  Horizon scanning of the external market

Examples risks in this category: Some of the metrics we track:

Risk direction:

2023 2022

•  Inability to maximise prominence and inclusion

•  Increased competition for viewer attention

•  Maintaining pace with the market and viewer expectations

•  Monthly Active Users (MAUs)

•  Total Streaming Hours

•  UK Subscribers

•  Digital Revenues

•  Share of Voice

2. Content Market

Link to

strategy

E

MB Sponsor: Managing Director. ITV Studios

Description What this risk category covers: Some of the things we do to manage it:

Fundamental changes

in the content market

may result in reduced

opportunities,

non-renewal of

premium programmes,

and/or impact the

profitability of ITV

Studios content

Link to Viability

Scenarios: N/A

•  The impact the structural decline in linear audiences has on

programming budgets and slots for free-to-air (FTA)

broadcasters

•  The impact increased vertical integration (traditional and

streaming platforms) and market consolidation have on

intensifying market competition

•  The impact that market changes could have on the demand

for, and profitability of ITV’s content

•  Continue to invest in developing, attracting and retaining

world-class creative talent

•  Continue to grow and maintain relationships with a diverse

customer base, including global streamers

•  Continue to seek opportunities to increase market share and

drive efficiencies across our productions

Examples risks in this category: Some of the metrics we track:

•  Content spend cuts from FTA broadcasters and streamers

•  Inability to grow streamer customer base as they become

a growing part of the content market

•  Increased pressure on our pricing, rights and

production premium

•  ITV Studios total organic revenue growth

•  ITV Studios adjusted EBITA margin %

•  Total high-end scripted hours

•  Number of formats sold in three or more countries

•  % of ITV Studios total revenue from streaming platforms

Risk direction:

2023 2022

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58  ITV plc  Annual Report and Accounts 2023

RISKS AND UNCERTAINTIES CONTINUED

3. Commercial

Link to

strategy

S

O

MB Sponsor: Managing Director, Commercial

Description What this risk category covers: Some of the things we do to manage it:

Increasing competition

and challenging

advertising market

conditions impact

our revenue stream

affecting our ability

to fund our content

budget

Link to Viability

Scenarios: 1 | 2 | 4 | 6

•  How we compete for share of advertising spend in a

challenging macroeconomic environment and with the large

streamers launching advertising tiers

•  The impact redistribution of advertising budgets away from

broadcasting to online platforms could have on ad revenue

•  How we respond to continued tightening of data protection

and privacy regulations that impact our ability to provide

targeted advertising

•  Continue to enhance our integrated advertising proposition

to offer i) mass simultaneous reach, ii) data driven target

addressable and iii) the ability to integrate brands creatively

into our content and the future development of outcome-

based advertising products

•  Continue to invest and extend Planet V to offer unrivalled

addressability at scale

•  Continue to offer a unique creative proposition to advertisers

through brand partnerships, product placements,

sponsorships, advertiser funded programmes (AFPs) and

digital advertising solutions

•  Continue to invest in an outcomes proposition that enables

advertisers to measure the effectiveness of their campaigns

•  Build strategic partnerships with advertisers and agencies

•  Continue to monitor the actual and potential advertising

restrictions

Examples risks in this category: Some of the metrics we track:

Risk direction:

2023 2022

•  Structural decline in broadcast advertising

•  Increased competition for market share from the larger

streamers introducing ad tiers and the growth of online video

•  Failure to grow monetisable streaming viewers

•  Total Advertising Revenue (TAR)

•  Category spend

4. Changing Viewer Habits

Link to

strategy

S

O

MB Sponsor: Managing Director, Media & Entertainment

Description What this risk category covers: Some of the things we do to manage it:

Inability to respond to

changing viewing

habits and deliver the

forecasted audiences/

viewing for both linear

and streaming will

result in failure to

monetise and deliver

against Commercial

revenue targets

Link to Viability

Scenarios: 1 | 2 | 3 | 6

•  How we attract our most commercially valuable viewers to

both linear and streaming content

•  How we drive reach, scale and simultaneous viewing across

linear and streaming

•  How we anticipate, respond and adapt to the shift towards

digital viewing, whilst we maintain and increase our share of

media time

•  How we ensure that our content is accessible wherever,

whenever, and however viewers choose to engage with it

•  How we retain viewers and increase the volume of the

content they consume

•  Continue to invest in and showcase great content on our

channels and ITVX, with a focus on our most commercially

valuable viewers

•  Continue to invest in marketing

•  Continue to evolve our partnership and distribution strategy

to position ourselves where our viewers are

•  Continue to invest in ITVX to ensure viewers spend longer on

the platform once they’re there e.g. personalisation

•  Continue to focus on understanding viewer habits to optimise

the relationship between linear and streaming to help drive

the way we commission content for ITVX to grow overall

reach

Examples risks in this category: Some of the metrics we track:

Risk direction:

2023 2022

•  Accelerated decline in linear viewing

•  Inability to capitalise on the shift to digital viewing through

ITVX

•  Increase competition for viewer attention from large

streamers introducing ad tiers and the growth of online video

•  Share of commercial viewing

•  Share of Top 1000 commercial broadcast TV Programmes

•  TV Viewing – Hours per person per day (adults & 16 to 34s)

•  Ad viewing time trends

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59ITV plc  Annual Report and Accounts 2023

STRATEGIC REPORT

5. Content Pipeline

Link to

strategy

S

O

MB Sponsor: Managing Director, Media & Entertainment

Description What this risk category covers: Some of the things we do to manage it:

Lack of diversified

commissioning

pipeline (whilst

balancing/maintaining

mass simultaneous

reach on linear TV;

attracting light viewers

on ITVX; and managing

rising content costs)

may impact total

viewing

Link to Viability

Scenarios: 1 | 2 | 3 | 6

•  How we anticipate and adapt to changes in the tastes and

habits of viewers

•  How we develop a quality and appealing content pipeline that

is both resilient to changes in viewer preferences, as well as

being financially viable

•  How we leverage the value of being an integrated producer,

broadcaster and streamer to enable us to continue to provide

unrivalled viewers of scale for UK advertisers and to grow our

digital revenues

•  How we ensure we are commissioning content by, with

and for everyone (Diversity, Equity & Inclusion) whilst

also considering the impact our behaviours and those

portrayed through our content have on society and the

wider environment

•  Our data and insights team focuses on understanding the

preferences of our most commercially valuable viewers to

help drive the way we commission content

•  Continue to invest in content and talent

•  Continue to focus on our key franchises and brands to ensure

editorial protection

•  Continue to evolve the way we commission and acquire

content as well as innovating how we fund content (e.g.

partnerships, Advertiser Funded Programmes (AFPs) and

co-productions)

•  Continue to focus on maintaining strong relationships with

independent studios from whom we commission content

•  Continue to invest in live sports, high-end drama and

entertainment programmes to maintain mass simultaneous

reach and to attract our most commercially valuable viewers

•  Continue to commission content by, with and for everyone

(e.g. £80 million Diversity Commissioning fund) and to

identify ways to make our content accessible to all

(e.g. Dedicated British Sign Language (BSL) FAST channel)

Examples risks in this category: Some of the metrics we track:

Risk direction:

2023 2022

•  Increased cost of content driven by rising costs of production

and increased competition from competitors

•  Failing to secure the right talent at the right price

•  Accelerated decline in linear viewing and growth of other

digital offerings

•  Share of Commercial Viewing

•  Share of Top 1000 commercial broadcast TV Programmes

•  Total Streaming Hours

•  UK Subscribers

6. Partnerships

Link to

strategy

S

O

MB Sponsor: Chief Finance Officer / Chief Operating Officer

Description What this risk category covers: Some of the things we do to manage it:

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

a lack of fair value for

that content

Link to Viability

Scenarios: 1 | 2 | 6

•  How we develop and maintain strong partnerships with major

platforms and distribution partners to maximise prominence

and inclusion of our content

•  How we manage the trade-offs inherent in our commercial

arrangements with our platforms and distribution partners

•  How we actively plan for long term changes in traditional

distribution (DTT & DSat) as viewing continues to transition

online (IP)

•  Continue to supercharge our streaming service to strengthen

our offering to our most commercially valuable viewers and

advertisers

•  Work closely with Ofcom and the government (DCMS) to

modernise the PSB regulatory regime

•  Continue to evolve our partnership and distribution strategy

to reduce reliance on single platforms and secure more

advantageous commercial relationships

•  We have a dedicated team that continues to build

relationships with the major distribution providers and

platforms to ensure ITV remains attractive from a distribution

perspective

•  Continue to collaborate with the other PSBs to a compelling

consumer controlled entry point to our content in readiness

for the shift to IP only viewing through Freely

•  Proactive involvement of the ITV Legal team to ensure we

continue to operate within our framework

Examples risks in this category: Some of the metrics we track:

Risk direction:

2023 2022

•  Failure to negotiate and re-negotiate favourable carriage

terms with platforms and distribution partners

•  Our partners demanding a direct or indirect financial return

for continued carriage

•  The increasing prevalence of biased algorithmic or AI

personalisation impacting the prominence of our content

•  Relationship health check status

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60  ITV plc  Annual Report and Accounts 2023

RISKS AND UNCERTAINTIES CONTINUED

7.  D a t a

Link to

strategy

E

S

O

MB Sponsor: General Counsel and Company Secretary

Description What this risk category covers: Some of the things we do to manage it:

Failure to ensure

appropriate access

to consistent and

trustworthy data and

remaining compliant

with our regulatory

obligations. We must

ensure the whole of ITV

follows the applicable

data regulations while

anticipating and

adequately preparing

for future ones.

Link to Viability

Scenarios: 4

•  How we create value and enable efficiency while providing a

robust framework for data governance

•  How we identify the data we have, who is responsible for

looking after it, how it moves around ITV, who is using it and

how is it being used/what is it being used for

•  How we remain vigilant in protecting our corporate data and

the personal data we are entrusted with whilst following

today’s global data regulations and anticipating and preparing

for tomorrow’s

•  We structure our approach to data use and management

around three pillars – Privacy by design, Security by design

and Value by design.

•  Continue to use the OneTrust privacy compliance

management tool to determine whether a Data Protection

Impact Assessment (DPIA) is required

•  Data privacy lawyers and data governance experts are

embedded within each of the business areas to act as

partners, monitor data activity and usage, and educate the

business on their data obligations

•  We have established policies and procedures which set out

what is expected of people across ITV with respect to data

•  We provide mandatory data privacy and data governance

training and promote good data behaviour through awareness

campaigns

•  We perform due diligence on our third parties prior to

onboarding

•  AI SteerCo was established to provide oversight of the use

and implications of AI for ITV

Examples risks in this category: Some of the metrics we track:

Risk direction:

2023 2022

•  Using data to inform decision making without understanding

its quality, accuracy, validity, ownership or legality

•  Failing to comply with data protection laws or regulations that

apply to ITV

•  Unintentional data exposure (corporate or personal) as a

result of insufficient employee awareness of data governance

and data privacy

•  Cyber-attacks from well organised threat groups targeting

ITV resulting in a data breach

•  Mandatory Training

•  Data Subject Requests

•  Total investigated incidents

•  High Risk DPIA’s

#### COMPLIANCE RISKS

8. Policy & Regulation

Link to

strategy

S

O

MB Sponsor: Group Director of Strategy, Policy & Regulation

Description What this risk category covers: Some of the things we do to manage it:

We engage with

regulators and

governments to put

our case to shape the

future regulation that

protects viewers whilst

ensuring PSBs can

compete fairly and

deliver their remits.

We must then be in

compliance with these

regulations whilst

maintaining trust and

delivering our strategy

Link to Viability

Scenarios: 1 | 2 | 6

•  The impact the new Media Bill will have on the visibility and

viability of our content distribution and advertising

businesses

•  The impact changes in advertising regulation may have on our

Total Advertising Revenue (TAR)

•  The impact of emerging regulations and policy on our

business (e.g. sustainability and child protection)

•  How unfavourable changes to European Works quotas could

impact the demand for UK content

•  How we continue to meet the expected requirements of a

Public Service Broadcaster (PSB)

•  Continue to monitor potential policy, legal and regulatory

developments

•  Analyse the impact of potential changes and proactively put

forward our position during the development of new policies,

legislation and regulations.

•  Continue to engage with the government and regulators on

the PSB regime and other topics relevant to our industry

•  Actively participating in consultations on areas which may

impact ITV and collaborating with other organisations in the

industry, where appropriate in line with our competition law

obligations. e.g. with pan-European report on possible

European Works quota changes

•  Horizon scanning to identify future changes, analysing the

impact this would have on ITV and agreeing our position (e.g.

medium to long term future of DTT)

Examples risks in this category: Some of the metrics we track:

Risk direction:

2023 2022

•  Regulation not keeping pace with the market

•  Keeping up with evolving regulation

•  Failing to comply with standards, rules, requirements and

obligations

•  Continuing to fulfil the requirements of being a Public Service

Broadcaster (PSB)

•  Renewal of Channel 3 nations, regions and breakfast licenses

•  Regulatory outlook

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61ITV plc  Annual Report and Accounts 2023

STRATEGIC REPORT

9. Corporate Compliance

Link to

strategy

E

S

O

MB Sponsor: General Counsel and Company Secretary

Description What this risk category covers: Some of the things we do to manage it:

We seek to remain

compliant with all

substantive laws.

Key areas of

compliance activity

in respect of relevant

laws, for example,

those relating to

anti-bribery &

corruption, modern

slavery, anti-

competitive behaviour,

competition, trade

sanctions and

Speaking Up

•  Breaches of corporate compliance could lead to prosecution,

fines, litigation or a regulator stepping in, which might impact

our reputation and our ability to operate if it resulted in the

loss of licenses

•  How we set the expectations of our people and develop the

operational infrastructure and tools to drive and make

compliance easy for the business

•  Through our Code of Ethics & Conduct, we foster a culture

where colleagues know the standards expected of them and

can speak up if something’s not right

•  We Implement a robust tailored compliance programme

based on our risk assessment, including undertaking

compliance monitoring and effectiveness reviews

•  Promote good compliance behaviour in our colleagues,

through awareness and mandatory training

•  Work with the business to support the adoption and

implementation of compliance policies and standards

•  Conduct due diligence on potential third parties

•  Horizon scan to prepare for legislative changes and

developing policies to address them

Examples risks in this category: Some of the metrics we track:

Link to Viability

Scenarios: N/A

•  Being exposed to third parties or colleagues engaging in

unlawful or non-compliant activities on ITV’s behalf

•  Inadequate operational infrastructure to drive and support

the execution of a strong third party risk management

process

•  Lack of clear infrastructure and appropriate culture for

compliance matters in the business

•  Speaking Up

•  Mandatory training

Risk direction:

2023 2022

#### OPERATIONAL RISKS

10. Cyber Security

Link to

strategy

E

S

O

MB Sponsor: Chief Technology Officer

Description What this risk category covers: Some of the things we do to manage it:

We aim to protect ITV,

our content, our

colleagues, our viewers

and our partners from

harm and financial

loss caused by cyber

security events.

We adapt our controls

accordingly to detect

and respond to the

evolving threat

Link to Viability

Scenarios: 4

•  A successful cyber-attack could lead to ‘black screens’ and

result in a commercial impact due to operational disruption or

critical system outage

•  A catastrophic data breach could result in ITV receiving a fine

from the Information Commissioner’s Office (ICO) of up to 4%

of worldwide turnover

•  Failure to maintain trust and live up to regulatory, viewer,

partner and other stakeholder expectations related to cyber

security could weaken our reputation

•  Implement a robust cyber security risk management (NIST)

framework to protect our applications, systems and networks

•  Monitor external threats and gather intelligence on evolving

cyber techniques, tactics, capabilities and the threat

landscape

•  Maintaining a vigilant security setup to quickly detect and

respond to cyber risks before they become incidents, whilst

continuing to invest in new and emerging cyber defence and

security tooling

•  Promote good security behaviour in our colleagues, through

awareness campaigns and mandatory training

•  Perform due diligence on our third parties and monitor our

online applications and technical validation

•  Model a severe but plausible hypothetical cyber-attack

scenario annually and facilitate cyber exercises with the

Management Board to simulate an attack to rehearse how

ITV would respond and identify and implement improvement

areas

•  Continue to focus on ITV’s recovery capability and minimal

viable company

Examples risks in this category: Some of the metrics we track:

Risk direction:

2023 2022

•  Cyber-attacks from organised threat groups targeting ITV

•  Being exposed to third parties with vulnerabilities that can

access our systems

•  End of life legacy IT estate vulnerabilities

•  Labels IT infrastructure Independent to Group

•  Attack path stats (by severity)

•  Endpoint-related incidents (No. per quarter & trends)

•  ITVX Bot Attacks

•  Minimum Viable Company (MVC) Recovery Capability

•  Third party assessment (critical suppliers)

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62  ITV plc  Annual Report and Accounts 2023

RISKS AND UNCERTAINTIES CONTINUED

1 1. Transformation

Link to

strategy

E

S

O

MB Sponsor: Chief Finance Officer / Chief Operating Officer

Description What this risk category covers: Some of the things we do to manage it:

We are accelerating

transformation

delivery to build a

simpler, more efficient

and dynamic ITV in

pursuit of our More

Than TV Strategy

Link to Viability

Scenarios: N/A

•  Failing to deliver our transformation ambitions will adversely

impact our efficiency, financial performance, and viewer

experience while impacting our reputation

•  We are focused on enabling and driving digital transformation

by enhancing organisational agility, improving commercial

control and flexibility and embedding a culture of

achievement

•  We do this while remaining cognisant of the volume, speed

and extent of change required to achieve this

•  Our Transformation Operations Directors Office (TODO)

focuses on operational issues and reducing the risk involved

in a number of significant and costly transformation activities

•  Management Board sponsors, and experienced and skilled

programme directors across all transformation programmes

•  Continue to instil new ways of working through implementing

Agile and standardising tooling

•  Continue to upskill key business stakeholders with sufficient

knowledge to hold their programme teams to account.

•  Monthly Transformation Steering Group (TSG) to track the

overall portfolio delivery and programme dependencies

•  Group Design Authority (GDA) and Group Investment

Committee (GIC) to manage technical design and investment

across the portfolio

Examples risks in this category: Some of the metrics we track:

Risk direction:

2023 2022

•  Inadequate change management to overcome resistance to

change

•  Insufficient resource, lack of required capabilities and

reliance on contractors / third parties

•  Failure to manage complex interdependencies

•  Transformation programmes fail to deliver the intended value

•  Programme Milestones

•  Programme Benefits

12. People

Link to

strategy

E

S

O

MB Sponsor: Chief People Officer

Description What this risk category covers: Some of the things we do to manage it:

An inability to attract,

develop and retain key

creative, commercial,

technical and

managerial talent

could adversely

affect our business

Link to Viability

Scenarios: N/A

•  To attract and retain the right people in the right places for an

organisation as complex and diverse as ITV, we need to have

effective strategic workforce planning

•  Day-to-day people management activities include managing

high levels of recruitment, onboarding and terminations, and

providing access to relevant training and development

opportunities

•  Failure to engage our people to ensure their health and

wellbeing and create a diverse and inclusive workplace could

impact our performance and growth ambitions

•  Continue to develop our Employee Value Proposition (EVP)

•  Continue to evolve our approach to mandatory training and

speaking up through updating existing modules, introducing

new modules and phasing the launch throughout the year

•  Ongoing development of succession plans for business

critical and management roles (including nominated

deputies).

•  Continue to identify future talent (High potential

programme), support the development of people of colour

(RISE programme), develop the skills needed to help drive the

business forward (Digital skills programme) and offer

industry-leading production training (ITV Academy)

•  Our global Employee Assistance Programme (EAP) is

available to permanent, fixed term and freelance colleagues,

as well as to dependents.

•  Create an inclusive culture through Disability Access

Passports, Amplify, Fresh Cuts and continuing our Step Up 60

initiative

•  Run engagement surveys and targeted pulse surveys to deep

dive into specific topics

Examples risks in this category: Some of the metrics we track:

Risk direction:

2023 2022

•  Failure to attract and retain colleagues in a highly competitive

industry

•  Technological advancements resulting in a workforce skills

gap

•  The actions of onscreen talent impacting ITV’s reputation

and brand

•  Failing to maintain a diverse organisation impacting our

innovation and creativity

•  Resignation Index

•  New Hires (Women, Disability, Colour and LGBTQ+)Diversity

Data (Demographic and disability information)

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63ITV plc  Annual Report and Accounts 2023

STRATEGIC REPORT

13. Duty of Care

Link to

strategy

E

S

O

MB Sponsor: Chief Executive Officer

Description What this risk category covers: Some of the things we do to manage it:

Failure to extend

an adequate duty of

care or the occurrence

of a major health and

safety incident could

result in physical and

mental harm, loss of

human life and

reputational damage

Link to Viability

Scenarios: N/A

•  Ensuring we run our business safely with consideration to our

duty of care and the impact we could have on society

•  Supporting the mental and physical health and safety of

colleagues, those working with ITV and those participating in

and contributing to our productions, is a key priority

•  Our commitment to addressing promptly, fairly and

confidentially all concerns and monitoring the channels we

have in place to ensure they remain appropriate

•  We maintain a ‘Speaking Up’ framework that allows anyone

working for or with ITV to raise concerns in confidence

through Safecall , alongside other channels to raise concerns.

•  Continue to drive awareness of ‘Speaking up’ through

communications and mandatory duty of care training module

•  We have a comprehensive operational risk management

process, and through this, we identify risks to both people’s

physical and mental health and safety and put in place

measures to manage them appropriately

•  The ITV Feel Good offering continues to provide advice,

support, resources and tools for inspiring and enabling

colleagues to look after their own well-being and have a

balanced and healthy working lifestyle in a hybrid world

•  We continue to evolve the Participant Aftercare Programme

(PAP)

•  We support participants through the Participant Crisis Care

Stabilisation Pathway, an Out of Hours Welfare Helpline and a

‘call off’ contract with the Nightingale Hospital

•  Partner with the BBC, to develop an Industry Media

Psychologist Development Programme

•  Our social purpose campaigns seek to support the viewing

public, including the award-winning Britain Get Talking.

•  Continue to monitor and respond to historical issues to

further strengthen our Duty of Care policies

Examples risks in this category: Some of the metrics we track:

Risk direction:

2023 2022

•  Failure to appropriately support individuals working with ITV

in our pursuit of editorial content that is relevant and

entertaining

•  Failure to adequately consider the impact our content could

have on society

•  Speaking Up data

•  Accident/Incident Data

14. Third Party Risk Management

Link to

strategy

E

S

O

MB Sponsor: Chief Finance Officer / Chief Operating Officer

Description What this risk category covers: Some of the things we do to manage it:

ITV relies on a wide

range of third parties

to operate its

business. We therefore

must have robust

processes in place

for risk assessing,

onboarding and the

ongoing management

Link to Viability

Scenarios: N/A

•  The robustness of our due diligence process for onboarding

third parties to make sure they meet our standards

•  How we adequately monitor and manage the impacts of

third-party relationships

•  Maintaining a holistic alongside a detailed overview of the

third parties ITV engages with

•  Continue to evolve our Third Party Risk Management (TPRM)

framework to support ITV with assessing and managing risks

associated with vendor relationships

•  Ongoing input from the risk domain leads to enhanced due

diligence performed across all third-party relationships

•  Our supplier code of conduct sets out the minimum

standards we expect of all suppliers

•  Continue to extend the use of the Prevalent platform to

automate the risk management of our vendors

•  Continue to set expectations in contracts for talent

•  Ongoing monitoring of our distribution providers

Examples risks in this category: Some of the metrics we track:

Risk direction:

2023

New Risk

•  Failure to adequately assess, monitor and manage the

impacts of third-party relationships

•  Colleagues bypass the due diligence process

•  Lack of holistic overview of the third parties ITV engages with

•  The development and agreement of metrics for the new

principal risk is underway

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64  ITV plc  Annual Report and Accounts 2023

RISKS AND UNCERTAINTIES CONTINUED

15. Operational Resilience

Link to

strategy

E

S

O

MB Sponsor: Chief Finance Officer / Chief Operating Officer

Description What this risk category covers: Some of the things we do to manage it:

A major business

continuity incident

with linear/online

transmission or a

critical ad system

may result in service

interruption and

revenue loss

Link to Viability

Scenarios: 4

•  Maintaining business operations, including our ability to

broadcast linear TV, distribute & stream content and

generate Ad revenue is imperative

•  We recognise the complexity of the infrastructure and

technology our critical business operations rely on, and the

impact these being compromised could have on our

resilience. In particular, the number of third parties we rely on,

the increasing number of platform partners that we

broadcast content across/through, the range of broadcasting

operations (i.e., multiple regions, sites and across multiple

systems) and the continually evolving methods by which we

distribute content

•  We seek to build resilience into our key IT systems and focus

on maintaining robust and tested disaster recovery and

business continuity plans

•  Continue to focus on understanding the minimal viable

company and ITV’s recovery capability

•  Annual major incident scenario testing and ahead of major

live events

•  Maintain and regularly update business continuity and

disaster recovery plans

•  Continue to review and monitor operational performance

•  Continue to closely manage our broadcast chain partners

and suppliers to ensure the risk of incidents is minimised

Examples risks in this category: Some of the metrics we track:

Risk direction:

2023

New Risk

•  Lack of resilience in our key IT systems

•  Inadequate IT disaster recovery plans to meet ITV’s business

operation needs

•  Ineffective operational business continuity plans

•  The development and agreement of metrics for the new

principal risk is underway

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65ITV plc  Annual Report and Accounts 2023

STRATEGIC REPORT

#### CLIMATE RELATED FINANCIAL DISCLOSURES

#### Our commitment to Climate Action

We recognise the climate crisis and the impact it may have on both the wider

world and the success of our business. We are committed to providing greater

transparency regarding ITV’s exposure to climate-related risk and the mitigating

actions we are taking to enhance our preparedness, responsiveness and

resilience in the face of these uncertainties.

This climate related financial disclosure report has been prepared to meet the minimum requirements outlined within the Task Force on

Climate-related Financial Disclosures (TCFD) as well as the mandatory reporting requirements set out in the Companies Act relating to

Climate-related Financial Disclosures (CFD). We have also released our first Climate Transition Plan which sets out ITV’s climate ambitions

and our plans to transition the business to a net-zero pathway. For more information, see our Climate Transition Plan.

#### TCFD and CFD Summary Disclosure

The table below signposts where the TCFD recommendations and CFD requirements can be found in the report.

Task Force on Climate-related Financial

Disclosures (TCFD) Recommendation

Relevant

Section

Companies (Strategic Report) (Climate-related

Financial Disclosure (CFD)) Regulations

Relevant

Section

Governance

A. Describe the board’s oversight of

climate-related risks and

opportunities.

Risk leadership and

governance (page 66)

A. Describe the Company’s governance

arrangements in relation to assessing

and managing climate-related risks

and opportunities.

Risk leadership and

governance (page 66)

B. Describe management’s role in

assessing and managing climate-

related risks and opportunities.

Our Approach (page 66)

Strategy

A. Describe the climate-related risks and

opportunities the organisation has

identified over the short, medium, and

long term.

Strategy (page 66) D. Describe i) the principal climate-

related risks and opportunities arising

in connection with the Company’s

operations, and ii) the time periods by

reference to which those risks and

opportunities are assessed.

Strategy (page 66)

B. Describe the impact of climate-related

risks and opportunities on the

organisation’s businesses, strategy,

and financial planning.

Strategy (page 66) E. Describe the actual and potential

impacts of the principal climate-

related risks and opportunities on the

Company’s business model and

strategy.

Strategy (page 66)

C. Describe the resilience of the

organisation’s strategy, taking into

consideration different climate-

related scenarios, including a 2°C or

lower scenario.

Detailed Risks Strategy

(page 66)

Resilience (page 71)

F. An analysis of the resilience of the

Company’s business model and

strategy, taking into account

consideration of different climate-

related scenarios.

Detailed Risks Strategy

(page 66)

Resilience (page 71)

Risk Management

A. Describe the organisation’s processes

for identifying and assessing

climate-related risks.

Risk Management (page 66) B. Describe how the Company identifies,

assesses, and manages climate

related risks and opportunities.

Risk Management and

Governance (page 66)

B. Describe the organisation’s processes

for managing climate-related risks.

Governance (page 66)

C. Describe how processes for identifying,

assessing, and managing climate-

related risks are integrated into the

organisation’s overall risk

management.

Risk Management and

Governance (page 66)

C. Describe how processes for identifying,

assessing, and managing climate

related risks are integrated into the

Company’s overall risk management

process.

Risk Management and

Governance (page 66)

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66  ITV plc  Annual Report and Accounts 2023

CLIMATE RELATED FINANCIAL DISCLOSURES CONTINUED

Task Force on Climate-related Financial

Disclosures (TCFD) Recommendation

Relevant

Section

Companies (Strategic Report) (Climate-related

Financial Disclosure (CFD)) Regulations

Relevant

Section

Metrics and Target

A. Disclose the metrics used by the

organisation to assess climate-related

risks and opportunities in line with its

strategy and risk management

process.

Metrics & Targets (page 71) H. Describe the key performance

indicators used to assess progress

against targets used to manage

climate-related risks and realise

climate-related opportunities and a

description of the calculations on

which those key performance

indicators are based.

Metrics & Targets (page 71)

B. Disclose Scope 1, Scope 2 and, if

appropriate, Scope 3 greenhouse gas

(GHG) emissions and the related risks.

Metrics & Targets (pages 36

and 71)

N/A

C. Describe the targets used by the

organisation to manage climate-

related risks and opportunities and

performance against targets

Strategy (page 66) G. Describe the targets used by the

Company to manage climate-related

risks and to realise climate-related

opportunities and of performance

against those targets.

Metrics & Targets (page 71)

#### Risk management

Our approach to identifying,

assessing, managing and

#### monitoring climate-related risks

#### and opportunities

ITV’s risk management framework provides

the guardrails for risk management activities

and the risk management process supports

central functions and divisions to identify,

assess, manage, monitor and report on risks,

including climate-related risks.

Climate change is not currently categorised

by the Board as a Group ‘Principal Risk’ as it is

unlikely to have a substantial financial impact

in the next three years. It has however been

identified as a key ‘Emerging Risk’ to ITV

with the potential to impact the way we

do business in the medium to long term.

We continue to assess climate risks with

management and the Board every

six months.

We focus on the day-to-day management

of climate risks. Ownership is assigned to all

risks with mitigations and progress against

action plans reviewed and challenged by the

Climate Action Delivery Group (CADG). Risk

owners have responsibility for monitoring the

risks and opportunities, including

implementing appropriate management

strategies with support provided by the

Risk and Social Purpose teams.

We assess climate related risks and

opportunities at Group, Divisional (Studios

and M&E) and entity level. ITV’s principal

risks with the potential to be most impacted

by climate change are Commercial, Content

Market and Content Pipeline. We are taking

action through our Social Purpose goals to

mitigate and manage their impacts both

today and in the future, ensuring we continue

to build resilience to climate-related physical

and transition risks.

#### Governance

Our governance structures support the PLC

Board, committees and senior management

to ensure that climate change is integrated

into our strategy, business process and

decision making. For more information on

climate governance, see the Risk and

Uncertainties section.

Assessing and Managing climate-

#### related risks and opportunities

Each business area is supported by Green

Leads and Green Teams that follow the risk

management process to identify, assess and

manage climate-related risks and

opportunities on a day-to-day basis. They

work closely with the Sustainability team

which plays a key role in reviewing these risks

and opportunities.

The CADG is a sub-committee of the

Management Board that meets quarterly

and receives updates from the Green Leads.

It provides oversight and direction over ITV’s

climate action agenda, implementation of

strategies, environmental targets and

climate related risks and opportunities.

Outcomes of these meetings are reported to

the Management Board and Divisional

Boards quarterly to inform decision making.

#### Remuneration Incentives

The Management Board members have

emission reduction targets included in their

bonuses and all senior management have

Environmental, Social and Corporate

Governance (ESG) objectives. These

measures encourage leadership to actively

contribute to reducing ITVs carbon footprint.

All colleagues consider their contributions to

ITV’s Climate Action and ESG targets in their

Talking Performance reviews and through a

yearly mandatory training module.

#### Strategy

To date, ITV has not experienced a material

impact or cost from climate risks and

opportunities. We continue to track these

impacts (such as costs from extreme

weather events), to monitor if and when this

does become the case.

Our Methodology and

#### Assumptions

We review the Climate Scenario Analysis

(CSA) on a three year cycle and update the

scenarios using the latest science. The

assumptions on which our CSA is built have

not changed since our last assessment. Our

key risk areas remain:

1.  Changes in the advertising sector

2.  Increased costs in the transition to a low

carbon world

3.  Resilience of productions to extreme

weather events

For each of the key risk areas, we conducted

quantitative modelling and qualitative

assessment of the potential impact both

physical and transitional risks may have on

our business in a 1.5°C, 2°C and 3+°C

warming scenario, as at 2030, assuming our

business model and activities remain the

same as today.

Our overall assessment of the risks, indicates

that as a business ITV is not significantly

exposed to physical or transition climate

risks in our operations and our Group

business strategy remains relevant even in

light of evolving climate risks. The risks

(individually or collectively) do not represent

a threat to our long-term viability, liquidity or

ability to operate and no risks were identified

which suggested we need to impair balance

sheet assets. The Detailed Risks section that

follows, describes the risks we have

considered to arrive at this conclusion.

![]()

67ITV plc  Annual Report and Accounts 2023

STRATEGIC REPORT

1. CHANGES IN THE ADVERTISING SECTOR

Context

The advertising market continues to shift to the promotion of

low-carbon products and sustainable communications with

increased pressure from governments, regulators, as well as

from agencies and brands from within the industry. Including:

•  Stricter advertising regulations or outright bans for carbon

insensitive brands and products.

•  Major brands shrink or fail to survive.

•  Increased use of carbon calculators in planning and buying

media (e.g. capping frequency of ad campaigns to reduce

carbon emissions).

Time horizon

Medium – Long-term

Impact Area

Revenue Loss

Current policies

(3°C+)

(High carbon

scenario impact)

Revenue loss – minimal

Advertising regulators continue to look unfavourably at

greenwashing and companies with a high carbon footprint.

We will need to consider the reputational impacts of the

adverts we broadcast and advertisers we work with.

SDS (2°C+)

(Low carbon

scenario impact)

Revenue loss – minimal

Advertisers considered as carbon-insensitive or

environmentally damaging and therefore subject to bans on

advertising of their products or services are limited. This

impact will be replaced by clients advertising low carbon

alternative products.

NZE by 2050

(1.5°C+)

(Very low carbon

scenario impact)

Revenue loss – moderate

Governments introduce strict policies to influence

consumption behaviours and a higher proportion of our high

emitting advertising clients are subject to bans. However, we

are able to replace a portion of this revenue through clients

advertising low carbon alternative products.

How we are building our resilience to a 2

o

C or less scenario

There remains uncertainty around the timing and impact of advertising restrictions. In order to prepare for the potential changes, we are:

•  Monitoring the regulatory landscape and engaging with parliamentarians and the UK government to make the case for evidence-based regulation of

advertising to limit the impact of advertising restrictions on ITV.

•  Continuing to work with advertisers to seek out alternative options to replace potential lost revenue.

•  Monitoring the share of our advertising revenue that is aligned with our climate targets and the Net Zero transition

•  Trialling incentives with one major agency customer to provide additional media for sustainable brands in their client base

•  Working with advertisers to improve the effectiveness of climate-related advertising

•  Working closely with collaborative project Ad Net Zero and the advertising sector to support the development of industry wide approaches to the Net Zero

transition

•  Scaling our existing sustainable partnerships (e.g. eBay / Love Island and Big Brother / Vinted)

•  Developed digital targeting opportunities to enable advertisers to reach ‘climate conscious’ consumers.

Based on our understanding of the context around this risk and all actions in place to prepare, we are confident that we are building resilience against the

potential implications of this risk on ITV

Metrics

Percentage of revenue aligned to our climate action objectives:

•  Percentage of i) top 100 advertisers and ii) major media agencies scoring good or excellent

against climate action goals (based on a methodology created by ITV to allow us to start

tracking how our revenue aligns to our net zero transition)

•  Percentage of Commercial colleagues completing climate awareness training

Upcoming metrics: Carbon footprint of adverts running on ITV platforms

Targets

We do not currently have any specific targets in respect of this

risk, and will reassess the need for specific action once we

have a better understanding of the relevant indicators.

Link to existing principal risk

Commercial

RAG Key

Risks Opportunities

Minimal increase in expenditure

and / or reduction in revenue

Significant

benefit

Moderate increase in

expenditure and / or reduction in

revenue

Moderate

benefit

Significant increase in

expenditure and / or reduction in

revenue

Minimal

benefit

#### Detailed Risks

Time Horizon Key

Impact

time horizon

From

(years)

To

(years) Aligned to

Short-term 0 1 ITV Annual reporting period

Medium-term 1 3 ITV Long term viability assessment

period and strategic planning cycle

Long-term 3 10+ ITV science-based and Net Zero

targets\*

\*This has been extended to align with our additional 2050 emissions commitments

Given the evolving nature of climate change and the future policy changes governments globally are considering, there remains a number of

uncertainties in our modelling. We will continue to review our risks and opportunities in this light and intend to continue building on this analysis

by modelling further risks and opportunities, as they are identified. As the risks and opportunities have remained consistent with previous

years, the methodology used for modelling has remained consistent.

The RAG rating indicates ITV’s exposure to the key climate related risk areas based on the two opposing scenarios of ‘action’ and ‘no action’

in response to climate change, using an amalgamation of financial impacts and benefits.

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68  ITV plc  Annual Report and Accounts 2023

CLIMATE RELATED FINANCIAL DISCLOSURES CONTINUED

2. INCREASED COSTS IN THE TRANSITION TO A LOW CARBON WORLD

Context

All businesses will face costs associated with the transition to Net

Zero and a low carbon economy. Carbon emissions taxation is being

imposed by more nations worldwide to limit and reduce carbon

intensive activities causing climate change.

We may be exposed to increased costs of operating in all areas of

our business. This could come from increased environmental

regulation, carbon pricing or emissions taxation, investment in low

carbon technologies as well as throughout our supply chain. In

addition, shifts in supply and demand due to climate related impacts

may result in ITV not being able to source materials for production

due to costs.

Time horizon

Medium

Impact Area

Expenditure increase

Current policies

(3°C+)

(High carbon

scenario impact)

Expenditure increase – minimal

The Current Policies’ scenario assumes that no carbon pricing

is introduced and therefore the increased costs are limited as

it stays business as usual.

SDS (2°C+)

(Low carbon

scenario impact)

Expenditure increase – moderate

Increased costs may be felt from the wider transition to a low

carbon economy. However, the SDS scenario does not provide

an indication of how government or regulation may intervene

in this area.

NZE by 2050

(1.5°C+)

(Very low carbon

scenario impact)

Expenditure increase – moderate

Increased costs may be felt from wider transitions to a low

carbon economy. Highest impact expected in terms of

increased costs passed on through the supply chain.

How we are building our resilience to a 2

o

C or less scenario

We are actively seeking to limit the amount of carbon we emit in our business. We continue to focus on increasing our use of renewable energy, assessing the

maturity of our suppliers in relation to managing climate related risks and partnering with peers to support an industry-wide transition approach. Examples of

how we are building our resilience include:

•  Consolidating our London offices from three sites to two;

•  Focusing our office and productions investment on improving resilience

•  Adopting a centralised approach to procuring and maintaining electric vehicles and the supporting infrastructure.

•  Transitioning to the cloud, using partners aligned to our Net Zero targets and data centres powered by renewable energy

Metrics

•  Scope 1, 2 and 3 footprint;

•  percentage of our electricity coming from a renewable energy tariff;

•  number of key suppliers aligned with our targets

Targets

•  46.2% reduction of scope 1 and 2 by 2030; 28% reduction of

scope 3 by 2030 (base year 2019);

•  100% of our electricity coming from renewable tariff by

2025;

•  100% of our key suppliers aligned with our targets by 2025.

Link to existing principal risk

Not currently linked to a principal risk. However, it is linked to our climate emerging risk.

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69ITV plc  Annual Report and Accounts 2023

STRATEGIC REPORT

3. RESILIENCE OF PRODUCTIONS TO EXTREME WEATHER EVENTS

Context

If governments and organisations fail to adequately respond to

climate change, we are likely to see an increase in physical climate

risks, such as extreme weather events.

Extreme weather events have the capacity to significantly impact

ITV productions. This may result in operational interruption resulting

in delay in delivering content, meeting consumer contracts and

unforeseen costs.

Time horizon

Medium

Impact Area

Expenditure increase

Current policies

(3°C+)

(High carbon

scenario impact)

Expenditure Increase – moderate

An increase in the frequency and severity of extreme weather

events will result in costs associated with adapting our

approach to how we film, travel and maintain business

operations as well as challenges to obtaining insurance. We

do however continue to evolve our resilience and continuity

plans to ensure they can respond to extreme weather events.

SDS (2°C+)

(Low carbon

scenario impact)

Expenditure Increase – minimal to moderate

The world is already experiencing the impacts of extreme

weather events globally, and whilst the frequency and severity

of these events under this scenario is assumed to be

manageable, we anticipate we will feel these impacts more,

with some corresponding financial consequences.

NZE by 2050

(1.5°C+)

(Very low carbon

scenario impact)

Expenditure Increase – minimal

As the world is already experiencing the impacts of extreme

weather events globally, the increase in frequency and

severity of these events in this scenario is assumed to be

manageable within ITV’s existing business continuity

procedures.

How we are building our resilience to a 2

o

C or less scenario

Within the international ITV Studios business, the environment and potential weather events are key considerations when making decisions on filming

locations and as part of risk assessments. Should a situation arise, we would respond on a case-by-case basis, supported by our existing business continuity

measures, which include insurance, evacuation protocols to ensure we keep talent and crew safe, and sourcing alternative filming locations. This resilience and

agility continue to be tested.

We have implemented a Weather Notification System to enhance our response to extreme weather events. Including real time monitoring of meteorological

data, customised alerts tailored to production areas, and direct notifications to allow for proactive awareness.

Metrics

•  Data on cost of damage from extreme weather events (by geography), to assess our

exposure to the risk and the priority areas

•  Insurance captives

Targets

•  Targets being developed

Link to existing principal risk

Operational Resilience.

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70  ITV plc  Annual Report and Accounts 2023

CLIMATE RELATED FINANCIAL DISCLOSURES CONTINUED

#### Detailed opportunities

Our More than TV strategy, and our history of being a climate leader in our sector, put us in a good position to benefit from the opportunities

that exist as we transition to a sustainable world. We see a number of opportunities taking shape which are linked to our relationship with

audiences and advertisers, and to the operational changes we are making. While these opportunities are not significant to our financial

success, we believe it is important to capitalise on these in order to ensure ITV continues shaping culture for good; remains attractive to talent,

customers and partners; retains its reputation for social care; and is resilient to risk.

1. AUDIENCES (REPUTATIONAL BENEFITS)

Context

Our social purpose agenda of shaping culture for good is core to ITV’s

strategy. We have a strong track record in using our brand, reach, talent and

programming to engage a mass audience on climate related themes and

solutions.

By reflecting the challenges that people are facing in modern Britain, we can

remain relevant and attractive to a mass audience, supporting brand

perceptions and helping to maintain our reach in the market.

Time horizon

Short – Medium term

Opportunity Impact

Alignment to corporate strategy – high

Importance to social purpose of shaping culture for good – high

Potential increase in audience / viewership – minimal / moderate

How we are capitalising

It is difficult to attribute positive perception of the ITV brand to our environmental activity. However, we approach this in a number of ways:

•  Run monthly audience surveys to monitor how the ITV brand is perceived, which includes questions on our environmental credentials

•  Track the impact of campaigns and their effect on the perception of the ITV brand (e.g. Love Island and eBay partnership)

Metrics in development

•  ITV brand perception; bespoke indicators relating to specific campaigns,

allowing ITV to track the level of engagement across the audience

Targets

We do not currently set specific targets in this area.

2. COMMERCIAL: GROWING OUR REVENUE FROM NET ZERO ALIGNED BRANDS, PRODUCTS AND SERVICES

Context

We expect to see growth in the volume of advertising for brands, products

and services aligned to the Net Zero transition over the coming years. By

establishing ourselves as a reputable and trusted environment for

advertisers to showcase their sustainability credentials, we can grow the

volume of advertising with existing clients and new low carbon businesses.

Time horizon

Short – Medium term

Opportunity Impact

Alignment to corporate strategy – high

Commercial opportunity – moderate

How we are capitalising

We have created a ‘sustainability fund’ which we are trialling with one of our media agency partners which they can use to support sustainable advertisers in

their portfolio, offering them additional airtime with ITV to help them grow their business through advertising.

Metrics in development

The metrics in this area are in development.

Targets

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.

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71ITV plc  Annual Report and Accounts 2023

STRATEGIC REPORT

3. OPERATIONAL: COST REDUCTIONS AND WIDER BENEFITS OF INNOVATIONS

Context

By developing targets to reduce emissions involved in the production of our

content, we have an opportunity to develop innovative and more efficient

ways to produce and deliver our content. These changes can also improve our

resilience and reduce costs, as well as opening new creative opportunities.

Time horizon

Short – Longer term

Opportunity Impact

Alignment to corporate strategy – high

Cost saving – minimal/moderate\*

How we are capitalising

We continue to focus on innovative ways to produce and deliver our content:

•  Remote production technology (e.g. FIFA Women’s Football World Cup, Men’s Rugby World Cup and Love Island)

•  Testing virtual production technologies for scripted productions

•  Cloud based editing to reduce travel and post production energy use

•  Monitor clean mobile power solutions that are coming to market and have begun testing and trialling solutions (e.g. battery technology)

In addition, we continue to explore ways to reduce our energy expenditure through sustainable technologies e.g. use of solar panels on our office buildings and

production locations. Whilst these may require initial investment, they will help reduce costs in the longer term and support our energy resilience.

Metrics in development

We are driving a range of actions and innovative practices to reduce our

production emissions. We will explore setting new indicators, for instance

around the share of our productions using remote production technologies,

amount of fuel avoided due to large scale battery technology, or any other key

practices, if they prove helpful in our transition. An update of our activity and

decarbonisation levers in this area can be found as part of our Climate

Transition Plan.

Targets

We do not currently have targets in place in this area, as we are still

developing the indicators that are most relevant.

#### Resilience

We continue to focus on ensuring ITV

remains resilient to a 2

o

C or lower scenario by

continuing to review the actions we’re taking,

developing new metrics, improving our data

quality in these areas, upskilling teams and

engaging with others in the industry. Our

strategic objectives within our Transition plan

focus on enhancing our climate resilience

across the business.

As we continue to evolve our climate

scenario analysis, this will help to improve

ITV’s overall resilience and preparedness to

mitigate against climate risks in varying

degrees of potential outcomes. ITV’s

strategy remains flexible and will be annually

reviewed to make sure that it remains

resilient in the face of ITV’s risks.

#### Metrics and Targets

#### Our Journey to date

Setting ambitious targets and reporting on

our progress accurately and transparently

are critical to our successful sustainability

transition. As part of our Climate Transition

Plan, we are establishing more granular

decarbonisation levers that can be

integrated into our business planning. ITV

does not currently implement an internal

carbon price, but we recognise the value this

may present in the future.

We have also started developing new

indicators to better navigate and monitor the

climate related risks and opportunities as

well as our impact in accelerating the

economy-wide transition to Net Zero.

Our approach to developing these new

metrics is still evolving, as we identify the

approaches and methodologies that are the

most useful in driving business decisions,

meeting stakeholders’ needs and emerging

industry standards.

#### Following best practice in setting

#### our Net Zero ambition

Our emissions reduction targets were

updated in 2022 to align with the Net Zero

definition of the Science Based Target

initiative (SBTi). This year, our additional 2050

targets to reduce all of our emissions by 90%

(base year 2019) have been validated by

SBTi. Our 2030 targets, which were validated

by SBTi in 2020, remain unchanged.

#### ITV emissions reduction targets

Emission reduction 2030 2050

Scope 1 and 2 46.2% 90-95%

Scope 3 28%

We use metrics that are applicable to past,

current and future data, meaning that they

are consistent across our business and allow

for trend analysis. Our methodology aligns

to GHG Protocol Corporate Accounting and

Reporting Standard, and best practice

approaches that relate to our sector.

All details can be found in our Basis of

Reporting. We have not implemented

any changes in the KPI calculation

methodologies compared to previous years.

ERM CVS provided limited assurance of our

full carbon footprint in 2023 following

ISAE3000 methodology.

#### Explanation of trends in line

#### with targets

In 2023, our Scope 1 and 2 footprint has

reduced by 52% compared to 2019, ahead

of our targeted trajectory of 17% reduction.

Main drivers include a shift to renewable

electricity tariffs across a majority of our

sites, a transition to low emission fleet

vehicles, and ongoing modernisation of

our sites. Business travel emissions remain

firmly ahead of our targets, with a 45%

reduction from 2019, ahead of the 10%

reduction that was targeted. The most

material Scope 3 category is Purchased

Goods and Services, which has decreased

in 2023 by 13% compared to 2019,

slightly ahead of our targeted trajectory

of 10% reduction.

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

activities as a priority.

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72  ITV plc  Annual Report and Accounts 2023

#### LONG-TERM VIABILITY STATEMENT (LTVS) DISCLOSURE

#### How we assess prospects

#### and risks

The Board continually assesses ITV’s

prospects and risks at its meetings, including

the following:

•  Holding ‘Strategy Days’ twice a year, to

oversee the delivery of the Strategy and

consider changes or new initiatives to

further improve the ITV Strategy.

•  Considering ad-hoc topics on aspects of

the strategy at Board meetings.

•  Performing a robust assessment of the

principal and emerging risks twice a year.

As part of the assessment of prospects and

risks, the Board and management routinely

receive briefings and consider topics related

to changing viewer habits, competitor

strategies, the broadcasting advertising

market and developments in the global

content market. It is also kept informed of

ITV’s resilience to environmental and climate

related risks; technological advancements in

the areas of Generative Artificial Intelligence

(AI) and how the ITV Strategy responds to

these; and sessions led by external analysts

on investors’ perceptions of the ITV business

The Board and management continued to

closely scrutinise the impact of the current

macroeconomic environment on the

business. This included identifying cost

interventions/mitigations to respond to

possible severe downside scenarios; and

increasing the focus and detail provided in

financial performance reviews and

reforecasting to track performance.

#### How we assess viability

When assessing the longer-term viability of

ITV, we considered

•  ITV’s strategy and business plan (pages 2

and 10);

•  The principal risks and uncertainties

(pages 55 to 64);

•  The Group’s financing facilities including

covenant clauses and future funding plans

(page 50);

•  The long range financial plan and cash

forecast; and

•  Other sensitivity factors or risks which

have the potential to materially impact

liquidity and/or covenant headroom in the

assessment period.

Based on this review a set of hypothetical

severe but plausible scenarios were

developed. These scenarios have then been

modelled against the first three years of the

long range financial plan and cash forecast,

both individually and collectively, in order to

assess viability.

Whilst all principal risks identified could

have an impact on ITV’s performance, the

scenarios reflect the specific risks which

could potentially impact the Group’s

financial position and viability during the

period to 31 December 2026.

The output from this modelling was reviewed

by the Audit and Risk Committee in detail,

with a report from the Committee to the

Board to support the Board’s review and

approval. In reaching its view, the Board and

Committee also considered external views,

including analyst and other industry

commentary, to understand the wider market

views on the Group’s future prospects, and

the external auditor’s findings and

conclusions on this matter.

#### Assessment period for viability

The Board is of the view that a three year

assessment period (to 31 December 2026)

continues to be the most appropriate. The

factors the Board considered in adopting this

timeframe were as follows:

•  ITV’s long range financial and strategic

planning cycle

•  Visibility over ITV’s advertising business is

short term. Advertising remains cyclical

and closely linked to the UK and global

economic growth and impacted by the

uncertain macroeconomic environment.

•  The commissioning process and life cycle

of programming gives the Studios division

a more medium-term outlook. However,

while non-returning brands are replaced

with new commissions, over time there is

less visibility as programmes can

experience changes in viewer demand or

come to a natural expiration

•  Technology in the media industry

continues to rapidly change the demand

for content and also how it is consumed

•  ITV’s business model does not typically

necessitate investment in large capital

projects that would require a longer-term

horizon assessment or returns

•  Pension funding, which is one of ITV’s key

funding obligations, is agreed triennially

with the Trustees of the pension scheme

#### Assumptions Applied

For the LTVS, we have assumed:

•  EBITA impacts from LTVS scenarios flow

through to cash in full except for tax

savings at 25%, with the exception of

settlement impacts (in scenarios 4 and 5)

and Scenario 5 remedial costs which are

assumed to be disallowable for tax

purposes

•  Any settlements related to ongoing

litigation or fines will be treated as

exceptional items (and therefore excluded

from covenant calculations)

•  No acquisitions are made (consistent with

‘Base case’)

•  Management and employee Incentive

payments (such as the annual bonus) are

assumed to reflect the Impact of the LTVS

scenario assumptions on earnings

•  Dividends of 5.0p per share maintained

throughout, resulting in around £180

million of dividends paid out per year

following the disposal of ITV’s 50%

shareholding in BritBox International.

•  Identified cost savings continue to deliver

to plan

We have also assumed that the revolving

credit facilities of £500 million and £100

million are available throughout the period

and that the Credit Suisse CDS facility of

£300 million (which matures in June 2026)

and the EUR 600 million Eurobond (which

matures in September 2026) are re-financed

(and not repaid from cash reserves). The

intention is to refinance a significant

proportion of the 2026 full year financing

arrangements well before maturity.

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73ITV plc  Annual Report and Accounts 2023

STRATEGIC REPORT

Taking into account current operational and financial performance, the Board has analysed the impact of the following hypothetically severe

but plausible scenarios. These scenarios were assessed in isolation and as combinations of two or three risks and, although not regarded as

plausible but as a reverse stress test, an assessment of all scenarios occurring simultaneously was undertaken:

Scenario Modelled Link to Principal risks or Accounting judgements and estimates

1+2 A significant and sustained downturn in advertising revenue from

2024, as a result of a decline in the advertising market and linear

viewing, driven by macroeconomic factors or increased

competition from large streamers. In this scenario we also fail to

replace the advertising revenue lost as result of the confirmed

restrictions on High in Fat, Salt or Sugar (HFSS) and potential

restrictions on other advertising categories (e.g. gambling and

high carbon products).

Additionally, our Streaming strategy fails to fully deliver the

expected consumption hours (for the digital advertising element)

or subscriber growth (for the SVOD element), impacting revenue

Advertising revenues year on year (including digital advertising

revenues) (2024 vs 2023 – 3%; 2025 vs 2024 – 4%; 2026 vs 2025 – 4%)

Total EBITA impact in 2024 is £62 million, followed by an impact of

£130 million in 2025 and £203 million in 2026.

Business area impacted: Media & Entertainment

Principal Risk 1: Streaming;

Principal Risk 3: Commercial;

Principal Risk 4: Changing Viewer Habits;

Principal Risk 5: Content Pipeline;

Principal Risk 6: Partnerships; and

Principal Risk 8: Policy & Regulation

Further detail on how we mitigate these risks is provided in the

principal risk and uncertainties section (pages 55 to 64)

3 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 2024 (2024

EBITA impact: c. £28 million; 2025 EBITA impact c. £58 million and

2026 EBITA impact: c. £77 million).

Business area impacted: Studios

Principal Risk 4: Changing Viewer Habits

Principal Risk 5: Content Pipeline

Further detail on how we mitigate these risks is provided in the

principal risk and uncertainties section (pages 55 to 64)

4 ITV is subject to a cyber-attack which results in a major

operational disruption, critical system outage or loss of

intellectual property (IP), customer or business data

This scenario assumes that a class action is filed against ITV,

following a major cyber attack which results in a blank screen

causing £100 million of lost advertising revenue, which requires a

substantial compensation payment and results in a fine from the

Information Commissioner’s Office (ICO).

Business area impacted: Group

Principal Risk 3: Commercial

Principal Risk 7: Data

Principal Risk 10: Cyber Security

Principal Risk 15: Operational Resilience

Further detail on how we mitigate these risks is provided in the

principal risk and uncertainties section (pages 55 to 64)

5 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 and 2025 in respect of settlements for ongoing litigation.

Business area impacted: Group

The complexity and potential scale of the ongoing litigation cases

result in a lack of certainty in the final liabilities and payments.

Further detail of the accounting judgements and estimates applied

to ongoing litigation and earnouts are provided in Section 1 to the

Financial Statements. An overview the assessments performed by

the Audit and Risk Committee with respect to these accounting

judgements is provided within the Audit and Risk Committee report

from pages 106 to 116

6 A combination of scenarios 1 to 3 above occurring simultaneously.

This scenario would result in an EBITA impact of £90m in 2024,

£188m in 2025 and £280 million in 2026. Neither covenant is breached

at any time during the assessment period and liquidity headroom

is maintained

Business area impacted: Group

Principal Risk 1: Streaming;

Principal Risk 3: Commercial;

Principal Risk 4: Changing Viewer Habits;

Principal Risk 5: Content Pipeline;

Principal Risk 6: Partnerships; and

Principal Risk 8: Policy & Regulation

Further detail on how we mitigate these risks is provided in the principal

risk and uncertainties section (pages 55 to 64)

We have considered the impact of climate change risks and do not believe they would have a significant financial impact on the business in the

assessment period. Please refer to our Climate-related Financial Disclosures section for further details.

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74  ITV plc  Annual Report and Accounts 2023

LONG-TERM VIABILITY STATEMENT (LTVS) DISCLOSURE CONTINUED

#### Viability assessment

Our balance sheet and liquidity position

remains strong. At 31st December 2023, this

comprised unrestricted cash of £340.5

million; undrawn Revolving Credit Facilities

(RCF) of £500 million and £100 million

available throughout the viability period; and

undrawn bilateral facility/CDS of £300

million maturing in June 2026 (assumed to

be replaced with a new facility).

During the viability period, the €600 million

Eurobond maturing September 2026 is

assumed to be refinanced.

We have considered both the individual

scenarios and various combinations of the

scenarios in order to assess viability. Our

modelling concludes that If all scenarios

were to occur concurrently (considered

implausible), management action would be

required to ensure the leverage covenant in

the Revolving Credit Facility (RCF) is not

breached in 2026.

#### Potential Mitigations

In the unlikely event that all scenarios were to

impact ITV concurrently, ITV would breach

it’s RCF Net Debt / EBITDA covenant in H2

2026 with a ratio of 3.94x compared to the

threshold of 3.5x. The threshold is not

breached in any other half-yearly period

during the assessment period. ITV could

eliminate the need for any further

management action in H2 2026 by exercising

its option under the terms of the RCF to

increase the covenant threshold to 4.0x for

up to 2 consecutive half-yearly periods.

Interest cover remains greater than 3.0x

throughout the viability period.

#### Viability Statement

Based on the above, the Board has a

reasonable expectation that ITV will remain

viable and be able to continue operations

and meet its liabilities as they fall due over

the three year-period ending 31 December

2026. The assessment has been made with

reference to ITV’s strategy and the current

position and prospects and risks.

The Strategic Report was approved by the

Board and signed on its behalf by:

CHRIS KENNEDY

GROUP CFO & COO

07 March 2024

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75ITV plc  Annual Report and Accounts 2023

GOVERNANCE

#### CHAIR’S GOVERNANCE STATEMENT

#### Dear Shareholder

I am pleased to present our Corporate

Governance Report for 2023.

Year in review

The Board remains committed to

maintaining effective corporate governance

and integrity, enabling us to deliver our

strategy for the long-term benefit of our

stakeholders.

Throughout the year, ITV was focused on

delivering its strategic priorities, with the

executive team investing in a dynamic

programme of digital modernisation.

The Board has been kept well informed

of management’s plans, particularly

following the launch of ITVX and our

vision for streaming and content.

We held two Board Strategy days, one in

June to review the Strategy and a second in

December to hear an update on progress and

consider the rapidly changing environment.

Diversity

We fully recognise the importance of

diversity and inclusion at all levels, through

the entire organisation including the Board.

We are encouraged by the significant

progress against the core initiatives of ITV’s

Diversity Acceleration Plan, launched in July

2020. It’s encouraging to see management’s

commitment and achievements receive

public recognition. We are pleased with our

gender and ethnic diversity representation

on the Board, 45.45% and 18.2%

respectively, exceeding the FCA Listing

Rules, Hampton-Alexander and Parker

targets. For more detail you can refer to our

UK workforce diversity data in the Diversity

and Inclusion report.

Engaging with our stakeholders,

including our workforce

As a Board we focus on how we engage

with our stakeholders and how we deliver

a positive impact for them. Relationships

with our stakeholders in the UK and

internationally are vital to building a

successful and sustainable business.

My statement in the Strategic Report sets

out the ways in which we engaged with

stakeholders during 2023.

Shareholder feedback is regularly considered

during Board meetings and is an important

factor in decision-making. We meet regularly

with shareholders, through one-to-one

meetings, conferences and at the Annual

General Meeting. The 2023 Annual General

Meeting was a physical meeting, with the

opportunity for shareholders to ask

questions before and during the meeting.

The health and wellbeing of our colleagues

is a significant priority. As part of the open

two-way dialogue with colleagues there

is a Board appointed Workforce Engagement

Director. Their role is to work closely with

the colleague Ambassador network and

regularly provide feedback to the Board.

Edward Bonham Carter, our Senior

Independent Director, has acted in this role

since 2019 and stepped down in April. The

Board would like to convey our thanks to him

for serving in this role for the past four years.

Graham Cooke has taken over the position

and for information on Graham’s role and

work, and the Board’s workforce engagement

activities, please see pages 94 to 95.

The Board sought to balance the interests of

all stakeholders throughout the year. Please

see page 83 for examples of key strategic

issues considered and Board decisions taken

in 2023, and pages 92 to 93 for an explanation

of how the Board has had regard to the

section 172 matters (including certain key

stakeholder considerations).

Throughout the year,

#### ITV was focused on

#### delivering its strategic

priorities, with the

#### executive team investing

#### in a dynamic programme

#### of digital modernisation.

#### The Board has been kept

well informed of

Management’s plans,

#### particularly following

the launch of ITVX and

#### our vision for streaming

#### and content.

ANDREW COSSLETT

CHAIR

![]()

#### The 2018

#### UK Corporate

#### Governance Code

#### (the Code)

During 2023, the Company fully complied with all the provisions of the Code.

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.

The Board notes the release by the FRC of the revised Corporate Governance Code

2024 and will work to ensure full compliance with all elements of the new Code over

the next couple of years.

76  ITV plc  Annual Report and Accounts 2023

CHAIRMAN’S GOVERNANCE STATEMENT CONTINUED

Culture

Good performance relies on the Company’s

culture being aligned with its purpose, values

and strategy. As ITV continues to become an

increasingly digital business and adopts new

ways of working to improve agility, the Board

recognises the importance of continuing to

foster and monitor the culture across the

organisation. Please see pages 96 to 99 for

the key ways in which the Board and

Committees monitored culture during 2023.

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.

During the year Mary Harris, Anna Manz and

Duncan Painter stepped down and we

appointed two new Non-executive Directors,

Marjorie Kaplan in September and Dawn

Allen in October.

2024 Annual General Meeting

The 2024 AGM will be held on Thursday 2 May,

at 11.00. The meeting arrangements are

available to view 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

navigate 2024 the Board will continue to work

with the management team to deliver on our

strategic initiatives, ensure the wellbeing of

our colleagues and build a successful and

sustainable business for all stakeholders.

ANDREW COSSLETT

CHAIR

7 March 2024

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 84 to 91) and establishing a clear and aligned Company

purpose, strategy and values. Please also see pages 96 to 99 for how the Board

assesses and monitors culture.

#### DIVISION OF RESPONSIBILITIES

The Board consists of two Executive Directors, eight independent Non-executive

Directors and the Non-executive Chair, who was considered independent on

appointment to the Board. For Board meeting attendance, please see page 82.

Additional external appointments of Board members during 2023 received prior

Board approval. The Directors’ other time commitments are in line with the key

institutional investor and investor body guidelines.

#### COMPOSITION, SUCCESSION AND EVALUATION

The Nominations Committee Report sets out its activities and areas of focus during

2023, including Board and management level succession planning and recruitment,

Board composition and skills, Board and Company diversity progress updates and

the Board evaluation which took place during the year.

#### AUDIT, RISK AND INTERNAL CONTROL

The Audit and Risk Committee Report 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 internal auditor and the quality of audits. The Company’s disclosures regarding

risk management and internal controls are on page 112 , and details of how the

Committee focused on audit quality are set out on pages 114 and 115.

#### REMUNERATION

The Remuneration Report 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.

![]()

77ITV plc  Annual Report and Accounts 2023

GOVERNANCE

#### BOARD OF DIRECTORS

CAROLYN MCCALL

Chief Executive

Appointed Chief Executive and to the Board on

8 January 2018

Key areas of expertise: Business transformation,

Creative Industry, Digital, Media and Media IP,

Regulation and Public Policy, Strategy, People and

Talent

Key skills and experience: Carolyn has an

impressive track record in media and experience of

leading digital transformational change both in an

international and regulated environment. She has

clear strategic acumen and a strong record of

driving operational excellence and delivering value

to shareholders. Carolyn created the More Than TV

strategy when she joined in 2018. Carolyn has been

instrumental in accelerating the strategy into

Phase Two, having successfully executed Phase

One. She continues to execute the strategy

effectively through her strong leadership of the

Company ensuring ITV’s transformation into a

successful digitally led media and entertainment

company. Previously she was Chief Executive of

easyJet plc for seven years and spent over 20 years

at the Guardian Media Group holding a number of

senior roles, including CEO of Guardian News and

Media and then four years as Chief Executive of

Guardian Media Group. She has previously served

as a Non-executive Director of Lloyds TSB, Tesco

plc and New Look Group plc. In 2008, Carolyn was

awarded an OBE for her services to women in

business and in 2016 a Damehood for her services

to the aviation industry.

Current external appointments: Non-executive

Director, Bridgepoint Group plc; Trustee of the

Development Board of the Royal Academy of Arts.

SALMAN AMIN

R

N

Independent

Non-executive

Director

Appointed to the Board on 9 January 2017

Key areas of expertise: Business transformation,

Digital, Media and Media IP, Strategy,

Remuneration, People and Talent, Sustainability

and ESG

Key skills and experience: Salman brings to the

Board a wealth of experience in global businesses

having worked for over 30 years managing global

brand advertising and media spend. Previously

he was COO, Global Commercial Division at

SC Johnson & Son, and has held positions at

Procter & Gamble and PepsiCo.

Current external appointments: Chief Executive

Officer, Pladis.

ANDREW

COSSLETT

R

N

Chair, Chair of the

Nominations

Committee

Appointed to the Board on 1 June 2022 and as

Chairman on 29 September 2022

Key areas of expertise: Business transformation,

Media and Media IP, Strategy, Remuneration,

People and Talent

Key skills and experience: Andrew is an

experienced chair who has spent his career in a

range of consumer facing sectors. His early career

was with Unilever in a variety of branding and

marketing roles. He then spent 14 years at

Cadbury Schweppes in senior international roles

before becoming Chief Executive Officer (CEO)

for InterContinental Hotels Group (IHG). Andrew

was at IHG for six years, creating value by

leveraging the power of its brands alongside

executing a programme of significant

transformational and cultural change. He served

as CEO for Fitness First, where he was

instrumental in successfully repositioning the

business and brand. Andrew served as a

non-executive director of the Rugby Football

Union (RFU) from 2012, where he was appointed

chair from 2016 until 2021. Andrew received a

CBE for services to the RFU in the 2022 New

Year’s Honours List.

Current external appointments: Chair,

Kingfisher plc

Committee membership

A

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 Director are

available on our website:

www.itvplc.com/investors/governance

CHRIS KENNEDY

Group CFO and COO

Appointed as Group CFO on 21 February 2019 and

as Group CFO and COO on 2 December 2021

Key areas of expertise: Business transformation,

Creative Industry, Digital, Finance and Treasury,

Audit, Sustainability and ESG, Media and Media IP,

Strategy, Technology and Data

Key skills and experience: Chris has a strong

media background, holding senior management

positions over a 17-year career at EMI. Chris’

experience in executing and driving strategy has

played a key role in ITV’s digital acceleration into

Phase Two of the More than TV strategy, and

ensuring ITV’s transformation into a successful

digitally led media and entertainment company, as

well as driving a rationalisation/cost savings

initiative. He was previously Chief Financial Officer

of Micro Focus International plc, ARM Holdings and

easyJet plc where he spent five years and was

voted FTSE 100 CFO in 2015. As the business

continues to evolve and develop, he took on the

broader role of Chief Operating Officer and Chief

Finance Officer in December 2021.

Current external appointments: Non-executive

Director, Chair of the Audit Committee and

member of the Nomination Committee, Whitbread

plc; Non-executive Director of the Great Ormond

Street Hospital for Children NHS Foundation Trust;

Trustee of the EMI Group Archive Trust.

EDWARD

BONHAM CARTER

A

N

R

Senior Independent

Director, Workforce

Engagement Director

(up to June 2023)

Appointed to the Board on 11 October 2018

Key areas of expertise: Business transformation,

Finance and Treasury, Sustainability and ESG,

Strategy, People and Talent, Audit, Remuneration

Key skills and experience: Edward brings to the

Board a wide range of City experience and

invaluable insight in the understanding of stock

markets and investor expectations. He was

previously Vice Chairman of Jupiter Fund

Management plc (2014) having joined Jupiter in

1994 as a UK fund manager and held the position of

Chief Investment Officer from 1999 to 2010 and

Group Chief Executive until 2014. He started his

career at Schroders as an investment analyst

before moving to Electra Investment Trust where

he was a fund manager.

Current external appointments: Senior

Independent Director, Land Securities Group plc;

Trustee, The Esmee Fairbairn Foundation;

Chairman, Netwealth Investments Ltd.

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78  ITV plc  Annual Report and Accounts 2023

BOARD OF DIRECTORS CONTINUED

MARGARET EWING

A

N

Independent

Non-executive

Director, Chair of the

Audit and Risk

Committee

Appointed to the Board on 31 October 2017

Key areas of expertise: Business transformation,

Finance and Treasury, Audit, Sustainability and

ESG, Strategy, Regulation and Public Policy

Key skills and experience: Margaret has extensive

experience in financial accounting, corporate

finance, strategic and corporate planning having

served as a Managing Partner of Deloitte LLP and

Chief Financial Officer of BAA plc and Trinity Mirror

plc. Margaret also held Non-executive Director and

Audit Committee positions with Standard

Chartered plc and Whitbread plc and was an

external member of the Audit and Risk Committee

of the John Lewis Partnership. Margaret was a

managing partner of public policy regulation for

Deloitte UK. Margaret’s skills and experience give

her substantial insight into the Company’s

reporting and risk management processes.

Current external appointments: Non-executive

Director and Chair of the Audit and Compliance

Committee and member of the Nominations

Committee of International Consolidated Airlines

Group, S.A.; Senior Independent Director, Chair of

the Audit and Risk Committee and member of the

Nominations Committee of ConvaTec Group plc.

SHARMILA NEBHRAJANI

R

N

Independent

Non-executive

Director, Chair of

the Remuneration

Committee

Appointed to the Board on 10 December 2020

Key areas of expertise: Business transformation,

Digital, Finance and Treasury, Audit, Sustainability

and ESG, Media and Media IP, Regulation and Public

Policy, Strategy, Remuneration, People and Talent

Key skills and experience: Sharmila has strong

public sector, commercial, government and

non-profit experience across a wide range of

sectors, including utilities, financial services,

media, global health and medical research. Earlier

in her career, she held the post of Chief Operating

Officer at BBC Future Media & Technology, where

she managed the business functions of bbc.co.uk,

including the launch of the iPlayer. Sharmila

studied medicine at the University of Oxford, is a

Chartered Accountant and was awarded an OBE in

2014 for services to medical research.

Current external appointments: Non-executive

Director, Chair of the Remuneration Committee,

Member of the Corporate Sustainability and

Nominations Committees, Severn Trent plc;

Non-executive Director, member of the Audit and

Risk, Remuneration and Nominations Committees,

Halma plc; Non-executive Director and Chair of the

Audit and Risk Committee, Coutts & Co; Chairman

of National Institute for Health and Care

Excellence; Non-executive Director, University of

Oxford; and World Fellow, Yale University.

GRAHAM COOKE

A

N

Independent

Non-executive

Director, Workforce

Engagement Director

(from June 2023)

Appointed to the Board on 1 May 2020

Key areas of expertise: Business transformation,

Digital, Media and Media IP, Strategy, Technology

and Data

Key skills and experience: Graham has extensive

technical and digital experience, a focus in

user-centric product design, coupled with in-depth

knowledge of the e-commerce and digital sectors.

He is the founder of Qubit, the leading provider of

e-commerce personalisation technology. Prior to

founding Qubit, he spent five years working at

Google. His most recent role there was as global

leader on Google’s strategy for conversion rate

improvement. Graham has been working with web

technology since 1995, designing and building

websites with emergent technology.

Current external appointments: Director,

Qubit Digital; Non-executive Director, RWS

Holdings PLC.

DAWN ALLEN

A

Independent

Non-executive

Director

Appointed to the Board on 2 October 2023

Key areas of expertise: Business transformation,

Digital, Finance and Treasury, Audit, Strategy,

Technology and Data

Key skills and experience: Dawn has extensive

financial, commercial and international experience

having held global roles in large scale businesses

across consumer-related sector. She joined Tate &

Lyle PLC in 2022 as Chief Financial Officer where

she has been heavily involved in developing the

global strategy, digital capabilities and processes.

Prior to this she was Global CFO & VP, Global

Transformation at Mars where, during a 25-year

career, she held a number of key senior financial

roles in Europe and the US including Global

Divisional CFO, Food, Drinks and Multi Sales and

Regional CFO Wrigley Americas.

Current external appointments: Chief Financial

Officer, Tate & Lyle PLC

GIDON KATZ

Independent

Non-executive

Director

Appointed to the Board on 17 July 2022

Key areas of expertise: Creative Industry, Digital,

Media and Media IP, Strategy, Technology and Data

Key skills and experience: Gidon has extensive

digital and streaming services experience, along

with in-depth knowledge of tech product and

platform businesses having been responsible for

the transformation of Now TV in the UK and the

development and highly successful launch of

Peacock. He joined Roku in 2022 as Senior Vice

President of Consumer at Roku, prior to joining

Roku he was President of Direct to Consumer for

NBCU, launching Peacock in the U.S. Before moving

to the U.S, Gidon led Sky’s streaming service ‘Now’

for six years, having previously launched Virgin

Media’s VOD service. He holds a BA/MA from the

University of Cambridge and an MSc in

International Relations from The London School of

Economics and Political Science.

Current external appointments: President of

Consumer Experience, Roku

MARJORIE KAPLAN

Independent

Non-executive

Director

Appointed to the Board 1 September 2023

Key areas of expertise: Business Transformation,

Creative Industry, Media and Media IP, Strategy

Key skills and experience: Marjorie has extensive

brand, content and audience strategy experience

having spent 20 years as a senior executive in the

global media industry at Discovery, now Warner

Bros Discovery, where she oversaw dramatic

growth at multiple major networks in the US,

building new franchises and unlocking revenue

opportunities across platforms and then was

responsible for strategy, coordination and

execution of the International Division’s global

content activities across the portfolio worldwide.

She has substantial experience in both the US and

Europe with a track record as a change agent,

transforming and growing global brands and

businesses, and building vibrant organisations.

Current external appointments: Head of Faculty

at Merryck & Co; Non-executive Director of

ProSiebenSat.1 Media SE in Germany, ARTDAI

and Trustee at The Grierson Trust.

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79ITV plc  Annual Report and Accounts 2023

GOVERNANCE

#### MANAGEMENT BOARD

RUFUS RADCLIFFE

Managing Director,

Streaming and

Interactive

Appointed: April 2017

Experience: Rufus joined ITV as Group Marketing

and Research Director in 2011. He was promoted to

Chief Marketing Officer and appointed to the

Management Board in 2017.

In 2019 he took on additional responsibility for the

Direct to Consumer division as Chief Marketing

Officer and Director of Direct to Consumer. In

October 2020 he was appointed Managing Director

of On Demand, one of the two business units

making up the newly created Media &

Entertainment Division.

Rufus now leads our streaming, interactive and

data teams.

Before joining ITV, Rufus spent 10 years at Channel

4, and prior to that held various positions at

McCann Erickson and JWT.

CAROLYN MCCALL

Chief Executive

Appointed: January 2018

Experience: Biography on page 77.

KEVIN LYGO

Managing Director,

Media &

Entertainment

Appointed: August 2010

Experience: Kevin joined ITV as Managing Director

of ITV Studios and a member of the Management

Board in 2010. He became Director of Television in

February 2016 and in October 2020 he was

appointed Managing Director of the newly created

Media & Entertainment Division.

As well as having overall responsibility for the

Media & Entertainment Division, Kevin continues to

run the Broadcast business unit (one of the two

business units making up the Division) and to

oversee the commissioning of popular

programming delivering ITV’s USP of mass

simultaneous reach.

Kevin’s previous roles included Director of

Television and Content at Channel 4, Director of

Programmes at Channel 5 and a number of

positions at the BBC, including Head of

Independent Commissioning for Entertainment.

JULIAN BELLAMY

Managing Director,

ITV Studios

Appointed: February 2016

Experience: Julian joined ITV in 2014 as

Managing Director of ITV Studios in the UK.

He was promoted to Managing Director of ITV

Studios and appointed to the Management Board

in February 2016.

He has responsibility for running ITV’s global

production and distribution business that

creates, produces and sells finished programmes

and formats in the UK and internationally.

Julian’s previous roles included Creative Director

and Head of Commissioning at Discovery

Networks International, Head of Programming at

Channel 4 and prior to that he ran BBC3 and E4.

He also spent time as Channel 4’s Head of Factual

Entertainment and was a commissioning editor of

Channel 4 News and Current Affairs.

DAVID OSBORN

Chief People Officer

Appointed: October 2014

Experience: David joined ITV as the HR Director

for ITV Studios in 2011, leading the HR agenda for

the ITV Studios Division through the early stages

of transformation.

In 2014 he was promoted to Group HR Director and

appointed to the Management Board. To reflect an

increased portfolio, in 2022 David became Chief

People Officer and is responsible for the People

Strategy for ITV globally, ensuring People decisions

are central to everything we do at ITV. He has

responsibility for Health, Safety and 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.

Prior to joining ITV David has worked across

a number of different industries and sectors

including Marks and Spencer Plc, Mars Inc.,

Visa International, Vodafone and EMI Music.

CHRIS KENNEDY

Group CFO and COO

Appointed: February 2019

Experience: Biography on page 77.

KELLY WILLIAMS

Managing Director,

Commercial

Appointed: December 2014

Experience: Kelly joined ITV in 2011 as Group

Commercial Director. He was promoted to

Managing Director Commercial and appointed to

the Management Board in 2014. He is the Chair 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.

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80  ITV plc  Annual Report and Accounts 2023

MANAGEMENT BOARD CONTINUED

KYLA MULLINS

General Counsel and

Company Secretary

Appointed: January 2019

Experience: Kyla joined ITV as General Counsel

and Company Secretary and member of the

Management Board in 2019.

She has responsibility for legal, company

secretariat, compliance and regulatory matters

across the ITV Group.

Prior to joining ITV, Kyla held senior legal positions

in the media, entertainment, strategic outsourcing

and aviation sectors. She was General Counsel and

Company Secretary at easyJet plc and Mitie Group

plc; Global General Counsel of EMI Music; and

Group Legal Director at ITV plc and Granada Media.

Kyla is currently Chair of Independent Television

News (ITN) and is also a Non-executive Director

on the Board of Northern Ballet.

PAUL MOORE

Group

Communications

and Corporate

Affairs Director

Appointed: July 2018

Experience: Paul joined ITV as Group

Communications and Corporate Affairs Director

and a member of the Management Board in 2018.

He has responsibility for all Group communications

including corporate and internal communications,

public affairs, programme publicity and the Social

Purpose strategy.

Prior to joining ITV, Paul was the Communications

and Public Affairs Director at easyJet plc for eight

years and before this worked for FirstGroup and

Virgin Atlantic Airways where he was Director of

Corporate Affairs for ten years. Paul first started

his career as a civil servant and worked for the

Department of Transport.

ADE RAWCLIFFE

Group Director of

Diversity and

Inclusion

Appointed: September 2020

Experience: Ade joined ITV as Head of Diversity

Commissioning in 2017. She was later promoted to

Director of Creative Diversity, before taking on the

role of Group Director of Diversity and Inclusion

and joining the Management Board in 2020.

Ade has responsibility for all diversity and inclusion

related matters across the Group, including

leading, developing and growing ITV’s Diversity,

Equity and Inclusion strategy on and off screen.

Prior to joining ITV, Ade spent over ten years at

Channel 4, most recently leading Creative Diversity,

where she supported and nurtured the careers of

diverse creative talent and sought out and

commissioned a slate of developments which

encouraged diversity, risk-taking and innovation.

Ade is currently a Board Member of Independent

Television News (ITN) Trustee of BAFTA, Chair of

BAFTA’s Learning, Inclusion and Talent Committee,

and a Trustee of the National Trust.

MAGNUS BROOKE

Director of Strategy,

Policy and Regulation

Appointed: February 2021

Experience: Magnus joined ITV in 2006 and

was promoted to the Management Board in

February 2021.

He has Board responsibility for ITV’s strategy,

policy and regulatory teams, which includes

overseeing ITV’s corporate strategy development

and leading on interaction with UK and European

regulators, government and parliamentary

committees.

From 2014 to 2019 Magnus was Chairman of the

Board of the Brussels based Association of

Commercial Television in Europe, which represents

Europe’s commercial broadcasters to the EU

institutions. Magnus is a Director and Chair of the

Remuneration Committee of Everyone TV

(formerly DUK) which runs the Freeview and

Freesat platforms and he was a Non-executive

Director of the news provider ITN for three years

from 2019 to 2022.

Prior to joining ITV Magnus was Head of the BBC

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.

SIMON

FARNSWORTH

Chief Technology

Officer

Appointed: January 2024

Experience: Simon joined ITV as Chief Technology

officer and member of the Management Board in

January 2024. He has overall responsibility for

technology strategy and implementation

Prior to joining ITV, he served as News UK’s EVP,

Chief Technology Officer and prior to that held key

roles at Discovery Globecast Australia and Telstra

Broadcast Services.

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81ITV plc  Annual Report and Accounts 2023

GOVERNANCE

#### CORPORATE GOVERNANCE

#### 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

Committee

Remuneration

Committee

Audit and Risk

Committee

Disclosure

Committee

Our Ambassador

Network

See the

Nominations

Committee

Report.

See the

Remuneration

Report.

See the Audit and Risk Committee

Report.

Consists of the Chair of

the Board, Chief

Executive, Audit and Risk

Committee Chair, Group

CFO & COO, and General

Counsel and Company

Secretary. The Director

of Investor Relations

also attends meetings.

The Committee assists

the Company in meeting

its disclosure

obligations, and reviews

and approves regulatory

and other

announcements before

publication but post the

Board’s approval given

subject to final agreed

changes.

Discusses and

inputs into

significant

proposals and

initiatives

impacting our

colleagues.

Our designated

Workforce

Engagement

Director reports

back to the Board

on the Network’s

activities and his

engagement with

the Network.

Duty of Care Operating Board

Consisting of key Management Board

members, including the Chief

Executive and the independent Chief

Psychological Officer. The Operating

Board oversees the Group’s duty of

care processes on screen and across

ITV, monitors and assesses the

processes in place to ensure they

continue to be effective and evolve

as necessary. The Operating Board

meetings are chaired by the Chief

Executive, and the Audit and Risk

Committee Chair attends on behalf

of the Board.

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

objectives and operational plans for the ITV Studios business,

monitoring operational and financial performance, and

assessing and managing risk, in line with the Group’s risk

management framework.

Responsible for developing and implementing strategic

objectives for the Media & Entertainment business (Broadcast,

Commercial, Streaming (ITVX), Interactive and Data business

units), monitoring operational and financial performance, and

assessing and managing risk, in line with the Group’s risk

management framework.

The written responsibilities of the Chair, Senior Independent

Director and Chief Executive are available on the ITV plc website:

www.itvplc.com

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82  ITV plc  Annual Report and Accounts 2023

CORPORATE GOVERNANCE CONTINUED

#### PLC Board and Committee membership and attendance

PLC Board and Committee membership and attendance at scheduled meetings in 2023 is set out below.

In addition, chaired by the Senior Independent Director, the Non‑executive Directors met without the Chair or management during the year to

discuss the Chair’s performance, and also met with the Chair without the management present, on an informal basis throughout the year to

discuss matters relevant to the Group. The Non‑executive Directors met with the Chief Executive to discuss Management Board talent and

succession.

\*   Indicates where a Director has attended all or part of a PLC Board

or 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 Committee meetings where to do so would result in

a conflict of interest.

A number of ad hoc Board and Committee meetings were held

during 2023 though these are not reflected in this table.

1.  In June and December half‑day strategy sessions were held with

a scheduled Board meeting held on the same day. Together these

are included in the table as one meeting

2.  Dawn Allen joined the Board on 2 October 2023

3.   Edward Bonham Carter joined the Remuneration Committee in

April 2023

4.  Graham Cooke, Margaret Ewing and Sharmila Nebhrajani joined

the Nominations Committee in April 2023

5.  Mary Harris stepped down from the Board on 3 May 2023

6.  Marjorie Kaplan joined the Board on 1 September 2023

7.  Anna Manz stepped down from the Board on 31 August 2023

8.  Duncan Painter stepped down from the Board on 30 November

2023

9.  Margaret Ewing was unable to attend a Disclosure Committee

because of another commitment

Attendance at scheduled meetings

Committee members PLC Board

1

Audit and Risk Remuneration  Nominations Disclosure

Andrew Cosslett (Chair) 8/8 5/5\* 5/5 4/4 4/4

Dawn Allen

2

2/8 1/5 ‑ ‑ ‑

Salman Amin 8/8 ‑ 5/5 4/4 ‑

Edward Bonham Carter

3

8/8 5/5 3/5 4/4 ‑

Graham Cooke

4

8/8 5/5 ‑ 2/4 ‑

Margaret Ewing

9

8/8 5/5 ‑ 2/4 3/4

Mary Harris

5

2/8 1/5 ‑ 2/4 ‑

Marjorie Kaplan

6

3/8 ‑ ‑ ‑ ‑

Gidon Katz 8/8 ‑ ‑ ‑ ‑

Chris Kennedy  8/8 5/5 3/5\* 1/4\* 4/4

Anna Manz

7

5/8 3/5 3/5 ‑ ‑

Carolyn McCall  8/8 2/5\* 1/4\* 4/4

Sharmila Nebhrajani

4

8/8 ‑ 5/5 2/4 ‑

Duncan Painter

8

7/8 ‑ 4/5 ‑ ‑

#### BOARD COMPOSITION

GENDER ETHNICITY DISABILITY BOARD TENURE AGE

Men  6

Women  5

People of Colour  2

White  9

Disability or long‑term

health condition  1

No disability or long‑term

health condition  10

0–2 years  4

2–5  years  2

5–9  years  5

36–45  1

46–55  2

56–65  5

66–75  3

#### MANAGEMENT BOARD COMPOSITION

\*

GENDER ETHNICITY DISABILITY

Men  8

Women  2

People of Colour  1

White  9

Disability or long‑term

health condition  2

No disability or long‑term

health condition  8

\*  Carolyn McCall and Chris Kennedy are not included in these tables. They are included in the Board

composition numbers above.

#### BOARD SKILLS AND EXPERIENCE

Business transformation

10

Creative industry

4

Digital

7

Finance and Treasury

5

Audit

5

Sustainability and ESG

5

Media and Media IP

8

Regulation and Public Policy

3

Strategy

11

Technology and Data

4

Remuneration

4

People and Talent

4

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83ITV plc  Annual Report and Accounts 2023

GOVERNANCE

#### KEY STRATEGIC MATTERS CONSIDERED BY THE BOARD IN 2023

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 1, 2, 3, 4, 5, 6, 8, 11

S

LR

Reviewed and approved trading results and financial reporting 9

S

LR

Reviewed and approved the budget and five year plan All principal risks

S

C

P

CZ

PP

VC

CT

LR

Evaluation of business operations to optimise opportunities and performance including deep dives

into value drivers

2,3,4,6

S

C

P

Partnerships and distribution review  6

P

VC

Programme of cost and complexity reduction 11

S

C

P

VC

CT

Evaluation of merger, acquisition and divestment opportunities and review of investments 2, 3, 6, 11

S

P

Consideration and approval of material contracts 9

S

P

Principal risks and emerging risks review and updates  All principal risks

S

C

P

CT

LR

ITV Together programme improving ways of working for the business 11,13

C

VC

CT

Investor engagement and insight N/A

S

C

LR

SUPERCHARGE STREAMING

Evolving the ITV strategy and progress in delivering the vision for an integrated ad‑funded/

subscription streaming platform for the ITVX launch

1, 2, 3, 4, 5, 6, 11

S

C

P

VC

CT

LR

Recruitment and retention of talent to develop, implement and promote the ITVX strategy 12

S

C

OPTIMISE BROADCAST

Planet V progress, linear addressable, video on demand and linear integration 2,3,4,5

S

P

VC

CT

A review of the Commercial trading model 3

S

CT

LR

Future proofing – Next Generation Platform 10, 15

S

C

P

EXPAND STUDIOS GLOBALLY

Evolution of Studios strategy – continued international expansion, new streamer markets and

changing rights models, monetisation of the Global Partnership Division

2, 11, 12

P

VC

CT

REGULATION

Continued focus on key policy and regulatory issues, including the PSB review, Media Bill and

corporate governance reforms. 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

8,9

S

C

LR

OTHER

Speaking Up monitoring and update 13

C

CZ

PP

VC

Social Purpose strategy including environmental targets and mental health and ‘giving back’

campaigns

4, 13

S

C

CZ

VC

CT

Crisis management processes and protocols 15

S

C

CZ

VC

CT

Legal and compliance updates, including CMA investigations and Phillip Schofield KC review 8,9

S

C

CT

Review and annual approval of relevant Group compliance, HR and governance policies 8,9,13

S

LR

Climate‑related risks and short to medium‑term impacts, reporting on ESG matters  4, 8, 11

S

C

CZ

VC

CT

Diversity and Inclusion, how this aligns and supports the ITV Strategy

(continue to drive mainstream disability accessibility and building an inclusive culture)

9, 11, 13

S

C

CZ

VC

Cyber Security – fraud prevention strategy 10

S

C

P

CZ

PP

VC

CT

LR

Transformation Office progress review and updates 11

S

C

For further information on principal risks please see pages 57 to 64.

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84  ITV plc  Annual Report and Accounts 2023

#### STAKEHOLDER ENGAGEMENT

#### VIEWERS AND SUBSCRIBERS

Description Link to strategic priorities

Through regular engagement, the Board recognises the evolution of ITV’s relationship with

viewers, which has been pivotal in shaping the Company’s strategy.

Optimise Broadcast;

Supercharge Streaming:

see Our Strategy

Forms of engagement Outcomes and impact on principal decisions

Board and Committee reviews and assessments

•  Analysis of target audiences and viewing habits, as part of Board strategy sessions,

particularly with the focus of increasing reach for our ITVX product

•  Regular Chief Executive reports to the Board on viewing and subscription figures

•  Board session on viewer performance, including subscriber trends as well as marketing

updates regarding new viewers’ and subscribers’ experiences on the ITVX platform

•  Reviews by Management and Divisional Boards, on which Executive Directors sit, of viewer

sentiment, concerns and/or data through internal research studies; monitoring of linear

viewing figures; compliance reports and Ofcom reports

•  Reviews by members of the Management Board and senior ITV employees of feedback

from viewer services (which serves as a conduit for viewers to channel their comments and/

or concerns) and monitoring the complaint process

•  Growing, enhancing and integrating our ad‑funded and

subscription streaming services on ITVX, through

investment in product, content, distribution, data, tech and

analytics

•  Use of one content budget for the M&E division as a whole to

enable the business to optimise its content (including its

windowing) strategy and enhance its experience for viewers

•  Decision to make changes to schedules to enhance viewing

performance

•  Board discussions benefited from Graham Cooke and

Duncan Painter’s technical, digital and commercial

expertise. The Board also benefited from Gidon Katz and

Marjorie Kaplan’s streaming knowledge and expertise

Key issues or priorities identified Read more

•  Changing viewer habits (a principal risk)

•  Driving awareness, through programming and campaigns, of key social, environmental and

topical issues with ITV playing an important role as a trustworthy and accurate source of

information

•  Authentic representation of the diversity of modern Britain on‑screen

Our Business Model (from page 2)

Key Performance Indicators (from page 14)

Social Purpose strategy (from page 32)

Risks and Uncertainties (from page 55)

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 relevant stakeholders and assesses details provided by management and other colleagues to allow the

Directors to understand how organisational decisions have taken stakeholder interests into account and also to influence future

decision‑making. The General Counsel and Company Secretary supports the Board in ensuring that due consideration is given to stakeholder

issues and papers submitted to the Board detail the impact of proposals on key stakeholder groups

At least once a year, the Board identifies its key stakeholders, reviews the issues that matter to them most and discusses potential

enhancements to engagement with them. The Board also has the opportunity to give feedback on areas needing more focus as part of our

Board evaluation. Our Section 172 statement on pages 92 to 93 includes examples of how the Board and its Committees had regard for

stakeholder interests through its discussions and decision‑making during the year.

The table below sets out the key stakeholders which the Board has identified as being important to ITV’s success and some of the key

engagement mechanisms used in 2023.

![]()

85ITV plc  Annual Report and Accounts 2023

GOVERNANCE

#### CUSTOMERS (INCLUDING ADVERTISERS)

Description Link to strategic priorities

Customers (including sponsorship, content buyers and advertiser relationships) are integral to

monetising our content and delivering on our strategy.

Expand Studios globally;

Supercharge Streaming:

see Our Strategy

Forms of engagement Outcomes and impact on principal decisions

Meetings and presentations

•  Attendance by Board members at the ITV 2023 Palooza event in November, reflecting on

one year of ITVX, launching the Head First award, an advertiser‑facing wellbeing initiative,

and celebrating ways ITV had helped to build brands during the year through creativity and

addressable advertising

•  Meetings between the Executive Directors and their industry counterparts (many of whom

are also buyers of Studios content)

•  Regular engagement by the Chief Executive and various members of the Management

Board with advertisers and agencies through key ITV and industry events

•  Meetings between members of the Management Board and senior ITV employees with

potential buyers of Studios content

•  Annual Northern ITV Showcase event

Board and Committee reviews and assessments

•  Review of the advertising market and content spend

•  Board strategy sessions on: the evolving commercial strategy to address ITV advertising

clients’ needs; video on demand and linear addressable advertising to support ITV’s

streaming ambitions, including feedback from clients, subscription streaming market

growth and impact on Studios, including analysis of major subscription streaming buyers

across territories, regular ITVX’s launch updates

•  Regular Board updates on key relationships and developments in the advertising 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

•  Strengthened customer proposition and priorities for the

supercharged streaming strategy. Board discussions

benefited from Gidon Katz’s streaming knowledge and

expertise

•  Board support for the launch of addressable advertising

initiatives on both ITVX and linear. Board discussions on this

topic benefited from Graham Cooke and Duncan Painter’s

digital and commercial expertise

•  Endorsement of: innovative initiatives in response to

advertisers’ and agencies’ desired outcomes, assessments

and recommendations to deliver growth in Studios; and

recommendations to manage risk and opportunities

associated with the growing subscription streaming market

•  Investment in ITV AdVentures Media for Equity initiative,

offering TV advertising to potential leading, high‑growth,

digital‑first companies in the UK in return for equity

•  Investment in, and creation of, new Studios labels to cater to

growing markets and customer base

•  Global Producers Retreat allow feedback about learning,

collaboration and sharing of creative ideas

Key issues or priorities identified Read more

•  Continue to promote ITVX for the content investments made during the year

•  Mitigate the risk of detrimental advertising market changes (a principal risk)

•  Maintaining commercial broadcaster relationships and further developing scripted talent (a

priority for streamers in some markets)

•  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 optimise advertising sales

•  Further creation and exploitation of IP to drive viewing and enhance IP monetisation

opportunities

Our Business Model (from page 2)

Key Performance Indicators (from page 14)

Risks and Uncertainties (from page 55)

![]()

86  ITV plc  Annual Report and Accounts 2023

STAKEHOLDER ENGAGEMENT CONTINUED

#### 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 we meet the high standards of conduct that we set ourselves.

Optimise Broadcast:

see Our Strategy

Forms of engagement Outcomes and impact on principal decisions

Meetings and presentations

•  Executive Directors’ engagements (meetings, conferences) with key suppliers and partners

(including broadcaster and distribution partners)

•  Regular Chief Executive counterpart meetings with key partners

•  Executive Directors held a Commercial Clients event at the Palooza event in November

2023, attended by Board members

Board and Committee reviews and assessments

•  Strategy sessions on the impact of the supercharged streaming strategy on third parties

(including PSBs, suppliers and platform owners)

•  Board oversight of significant contracts with suppliers or partners

•  Board update on engagement with third‑party suppliers, including supplier management

policies, processes and controls

•  Chief Executive reports on key/strategic partner relationships and Group CFO & COO

reports on important negotiations with key partnerships, at every Board meeting

•  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

•  Development of ITV’s Partnership strategy

•  Consideration of key themes/risks across supplier

stakeholder groups and how they are being addressed by

management

•  Strengthened creative talent through new partnerships and

strong development slates

•  Further collaboration with streaming platforms to drive

reach and consumption

•  Board support for targeted engagement with distribution

partners to define approach to the supercharged streaming

strategy

•  Endorsement of partnership initiatives to develop

commercial addressable propositions and support ITV’s

data strategy

•  Understanding and management of the risks related to our

relationships with/positions of our partners

![]()

87ITV plc  Annual Report and Accounts 2023

GOVERNANCE

#### 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 Purpose strategy.

Social Purpose: see our Social

Purpose strategy

Forms of engagement Outcomes and impact on principal decisions

Meetings and presentations

•  Chief Executive met with other broadcaster CEOs to agree further collaboration on our

shared Climate Content Pledge, announced at COP26, and joined other broadcaster CEOs

in hosting an event on Climate Storytelling for 80 CEOs and senior leaders, including an

interview with Bill Gates and briefing from the UK Climate Change Committee

•  Chief Executive hosted and participated in an event for NSPCC’s Childline to raise

awareness of childhood mental health challenges and raise funds

Board and Committee reviews and assessments

•  Group CFO & COO’s overall responsibility for ITV’s climate action agenda and leadership of

ITV’s Climate Action Delivery Group

•  Board receipt of annual updates on Social Purpose, the Group’s climate‑related agenda,

including risk, opportunities and targets, and Diversity and Inclusion (including progress

against ITV’s Diversity Acceleration Plan). The Board agreed ITV’s ongoing commitment to

mental wellbeing as our primary social cause

•  Board sessions to assess the key risks to ITV, including environmental risk, their potential

impact, ITV’s resilience and opportunities for improvement

•  Audit and Risk Committee monitoring of compliance with and integrity of, and progress on

climate change reporting targets and reported metrics, particularly with regards to TCFD;

reports to the Board on its outcome (see page 114)

•  The Management Board receives a monthly update on ESG (as part of standard Board

reports) and a quarterly review of climate action data and progress. M&E and Studios

Boards receive twice yearly updates on climate action

•  The Management Board approved first ITV’s Climate Transition Plan which is published on

20th March 2024

•  Deepened understanding of opportunities for climate

action and storytelling, with plan for further training for

wider ELT from Climate Change Committee

•  Deepened understanding and awareness of ESG and

factors influencing ITV’s corporate purpose, to inform Board

decisions

•  The Climate Action Delivery Group meets quarterly, chaired

by the Group CFO & COO to review ITV’s quarterly carbon

emissions data across Scopes 1,2 and 3 (business travel)

and to bring a leadership team together to update on their

divisional goals and progress against Climate Action Plans,

and to oversee delivery of ITV’s Climate Transition Plan.

Ongoing commitment to The Climate Content Pledge (with

other major broadcasters) to promote climate story‑telling

on‑screen

•  Mental Health in the Media conference series hosted by ITV

to encourage the TV and advertising industries to take a

deeper look at mental health on‑screen and off‑screen

•  ITV developed an Inclusive Language Guide as an internal

tool to create a shared way to communicate inclusively.

Colleagues accessed the guide over 3,000 times in 2023

•   ITV’s Cultural Advisory Council, which Chief Executive and

Management Board members attend, 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

•  Commitment to The Climate Content Pledge (with other

major broadcasters) to promote climate story‑telling

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

awareness and action on issues that are important and help shape culture for good, with

particular emphasis on mental health

•  Our sustainability and commitment to climate action, embedding sustainability into

business and usual processes alongside targeted initiatives to reduce carbon and support a

circular economy

•  Our contribution to wider society through our Better Futures programme, including

charitable fundraising through Soccer Aid for UNICEF and volunteering

•  Our focus and commitment to increasing on and off‑screen diversity through our Diversity

Acceleration Plan

Task Force on Climate‑related Financial Disclosures

(from page 65)

Social Purpose strategy (from page 32)

Our Climate Transition Plan

(itvplc.com/socialpurpose/climateaction

![]()

88  ITV plc  Annual Report and Accounts 2023

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 in line with the appropriate laws and regulation, to ensure we operate in an ethical and

responsible way.

Availability of viewer content:

see Our Strategy

Forms of engagement Outcomes and impact on principal decisions

Meetings and presentations

•  Meetings with government ministers and officials and shadow ministers on key issues of

concern, initiatives or consultation. This includes meetings between the Chief Executive

and the Secretary of State for Department for Culture, Media and Sports (DCMS), Shadow

Secretary of State for Culture, Media and Sport and regular meetings between the Chief

Executive and the Minister of State for Media, Tourism and Creative Industries

•  Counterpart meetings with Ofcom on a wide range of policy and regulatory issues (which

included Chairs’ and regular Chief Executives’ meetings)

•  Regular engagement with the Audit and Risk Committee Chair in relevant stakeholder

forums (including with leaders from the Department for Business and Trade, FRC, Audit

Committee Chairs Independent Forum, 100 Group and Big 4 audit firms) regarding the

proposals for corporate governance and audit reform

•  Participation by the Chief Executive as a member of the Prime Minister’s Build Back Better

Business Council

•  Participation by the Chief Executive on the government’s Levelling Up 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

•  Hosted the Conservative Arts & Creative Industries Network, Labour Creatives in

MediaCity, and ITV Summer Parliamentary reception

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

•  Collaboration and focus on important societal issues such

as social mobility and diversity

•  Extensive interaction with government, Ofcom and

parliament in relation to the renewal of ITV’s PSB licences

and securing endorsement of the scope of the Media Bill

Key issues or priorities identified Read more

•  HFSS advertising ban and other possible advertising restrictions

•  Media Bill

•  PSB regulation and the PSB licence renewal process

•  Legal and regulatory compliance (including tax) – (non‑compliance is a principal risk)

•  Regulatory policy changes (a principal risk)

•  Monitoring potential change to the AVMS Directive in 2025/6

Our Business Model (from page 2)

Social Purpose strategy (from page 32)

Risks and Uncertainties (from page 55)

![]()

89ITV plc  Annual Report and Accounts 2023

GOVERNANCE

#### 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 their physical and mental health and wellbeing. ITV’s approach to risk

management is led from ITV Plc Board level, assisted by specialists who drive good practice within

the business. ITV production teams are trained in the identification and management of health

and safety risks, and in producing programme-specific risk assessments. Our continuous review

of risk involves our central risk support team and external experts as required, in considering all

stages of the production process, including pre-filming screening, care during production, and

aftercare of participants after filming and broadcast.

Expand Studios globally:

see Our Strategy

Forms of engagement Outcomes and impact on principal decisions

Meetings and presentations

•  Chief Executive attendance at Mental Health Advisory Group (MHAG) meeting, which three

other Management Board members regularly attend (two of whom are members of the

Advisory Group) throughout the year

•  Chief Executive chairs the Duty of Care Operating Board which includes Management

Board members and is attended by specialist advisers including ITV’s Independent Chief

Medical Officer and Independent Consultant Clinical Psychologist and, on behalf of the

Board, the Chair of the Audit and Risk Committee

•  Annual duty of care presentation to the Audit and Risk Committee, which in 2023 was

attended by the Chair and other members of the Board of Directors

Board and Committee reviews and assessments

•  Regular Board updates on duty of care processes and issues, and on the Duty of Care

Operating Board’s discussions and activities (including feedback from ITV’s Mental Health

Advisory Group and updates on the ITV2/CALM partnership), through updates from the

Audit and Risk Committee Chair, who is a standing attendee of the Duty of Care

Operating Board

•  Appointment of an Independent Chief Medical Advisor and an Independent Consultant

Clinical Psychologist to ITV

•  Board review of progress against ITV’s Diversity Acceleration Plan to accelerate change in

diversity and inclusion on screen

•  Board updates on any challenges relating to, or publicity surrounding, duty of care

processes relating to any programmes produced or broadcast by ITV

•  Annual Audit and Risk Committee reviews of duty of care and health and safety processes,

including duty of care risks and mitigations

•  Board review of minutes from the Duty of Care Operating Board meetings, as well as

updates to the operating model, cadence of meetings and Duty of Care Charter

•  The Board considered the internal audit reivew of our safeguarding processes and

effectiveness of policies

•  Observation of the mental health protection of Love Island

(series 9) programme participants conducted by an

Independent Consultant Clinical Psychologist

•  Formal Social Media guideline introduced to protect Love

Island participants and their families from the adverse

effects of social media

•  Meetings with mental health advisers who support ITV

productions on‑set to ensure there was clarity of roles and

accountabilities especially with regards to healthcare

regulatory, privacy and ethical obligations

•  An annual review of ITV’s guidance on protecting

programme participants and contributors

•  Participant Aftercare Programme (PAP) is a company‑

funded counselling service, extended to offer support to

participants under 18, and to News, Daytime, Scripted, and

Continuing Drama productions

•  Developed standards and vetting procedure for engaging

mental health advisers to support productions

•  In an industry first, ITV initiated a training programme in

partnership with the BBC, and approved by the British

Psychological Society, to build capacity of registered

psychologists working in the media in response to an

acknowledged shortage of appropriately qualified

specialists

•  Introduced a fast‑track arrangement with a specialist

hospital to support participants in severe distress

•  An online Duty of Care training programme was developed

and launched in Q3 2023

•  A programme of assurance visits by ITV’s Duty of Care Team

and HR, allowing for a two‑way sharing of good practice,

promotion of a standardised approach and encouragement

of early engagement and notification of incidents have

taken place, and will continue into Q1 24

•  Introduced a 24/7 help line by a health provider for

participants or their family members to contact in order to

close the gap in out‑of‑hours service

•  Monthly Duty of Care/Welfare Team meetings to share best

practice with productions

•  Regular peer mentoring by two Independent Consultant

Clinical Psychologists to support mental health advisers

working on higher risk and ITV formats

•  Regular consultation with ITV’s Independent Chief Medical

Officer and Consultant Clinical Psychologist to manage high

profile and high risk healthcare incidents

•  On‑screen campaign to discourage online trolling was

developed and ran across key reality shows

Key issues or priorities identified Read more

•  Internal review of duty of care to ensure there is a Group‑wide approach

•  Evaluation of the role and professional development of Welfare Producers

•  Review the impact of social media on participants

•  Review processes in place to support senior talent

•  Review policies for working with highly vulnerable contributors

•  Ensure there is consistent and high quality collection and analysis of welfare data

Our Business Model (from page 2)

Risks and Uncertainties (from page 55 )

Social Purpose strategy (from page 32)

Our People (from page 40)

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90  ITV plc  Annual Report and Accounts 2023

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 business continues to be successful in the long term and therefore can deliver for all our

stakeholders.

Deliver value for shareholders:

see Our Strategy

Forms of engagement Outcomes and impact on principal decisions

Meetings and presentations

•  Chief Executive and Group CFO & COO presented the full year results and the Interim

results and took questions from analysts

•  Chair, Chief Executive and Group CFO & COO held regular meetings with our largest

shareholders

•  The Chief Executive and Group CFO & COO held meetings with target investors based in the

UK, US and parts of Europe

•  The Chief Executive and Group CFO & COO both attended investor conferences during the

year. These included the Citi, UBS, JP Morgan TMT, Barclays TMT and Morgan Stanley TMT

conferences

•  Chair, Chief Executive and Group CFO & COO held a Fund Managers’ dinner in November

with a small group of senior fund managers

•  Chief Executive and Group CFO & COO held meetings with equity sales teams and analysts

•  The Board attended the AGM, with an opportunity for shareholders to ask questions

before, during and after the meeting

•  The Remuneration Committee Chair met with Columbia Threadneedle, Dimensional Fund

Advisors and Schroders to discuss the Remuneration Policy renewal

•  Regular dialogue throughout 2023 between the Group CFO & COO, Group Finance Director

and Group Treasurer, and the Rating Agencies and The Core Banking Group

Board and Committee reviews and assessments

•  Group CFO & COO reports on analyst consensus, latest shareholder feedback, changes in

share register and 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

•  Board members’ careful scrutiny of analyst reports throughout the year

•  Update to the Board on ITV’s Climate Disclosures, assurance over its carbon footprint and

actions being taken to prepare for further climate‑related regulations

•  Consideration of feedback to inform, amongst other things,

ITV’s long‑term strategy, five year plan, dividend policy,

capital allocation and approach to ESG and other

governance issues

•  Board discussion on investor sentiment and action for

management to conduct further analysis of ITV’s existing

and prospective investor base with the evolution of the

equity story

•  Announcement of the Board’s intention to pay an interim

dividend of 1.7p and propose a final dividend of 3.3p for 2023

•  Maintained investment grade credit ratings; refinanced the

£230 million bond which matured in December 2023 with a

£230 million Term Loan maturing July 2027; extended the

maturity of the £500 million RCF; and agreed a new £100

RCF with Lloyds which mature across 2028 and 2029

Key issues or priorities identified Read more

•  Strategy and investment priorities

•  Strategic progress and delivery against strategic and financial KPIs and targets

•  Capital allocation and leverage

•  Share price performance

•  ESG data and performance

Our Business Model (from page 2)

Investor Proposition (page 4)

Social Purpose strategy (from page 32)

Task Force on Climate‑related Financial Disclosures

(from page 65)

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91ITV plc  Annual Report and Accounts 2023

GOVERNANCE

#### 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 workforce voice is considered in the Board’s decision-making.

Delivery of strategy:

see Our Strategy

Forms of engagement Outcomes and impact on principal decisions

Meetings and presentations

•  Regular participation by the Workforce Engagement Director and Management Board

members at Ambassador meetings (our former workforce advisory panel)

•  Regular Chief Executive’s vodcast to update and discuss regulatory and other challenges

for ITV

•  Board members engaged directly with senior management and colleagues from across the

business

•  Full Engagement and Culture survey (September 2023), and Line Manager Capability survey

(Summer 2023)

Board and Committee reviews and assessments

•  Regular Workforce Engagement Director updates to the Board

•  Employee engagement included as part of Chief Executive report at every Board meeting

•  Board receipt of vodcasts from the Chief Executive to colleagues

•  Board and Management Board receipt of feedback from ITV’s staff networks, through

regular updates on Social Purpose and Diversity and Inclusion

•  Nominations Committee session on talent and succession planning

•  Theme from Line Manager Capability survey results addressed by a series of leadership

development labs and ongoing management training

•  Board discussions benefited from the Workforce

Engagement Director’s direct insight into sentiment and

topics that matter most to colleagues

•  Ambassadors have been consulted on a range of business

issues during 2023 including: ITV Together; 2023

Engagement and Culture survey; Speaking Up; 2023 new

approach to Mandatory training; and 2023/24 Annual Pay

Review

•  Consideration of feedback to inform, amongst other things,

communication with colleagues, development

opportunities and action planning by the Management

Board and Senior Leadership Team, and localised planning

by line managers across the business

•  The Workforce Engagement Director listened to the

feedback and issues raised by the Ambassadors and shared

them with the Board

•  Ongoing engagement, feedback and discussion with

colleagues regarding their views on the successful delivery

of the Diversity Acceleration Plan

•  Opportunity for Board members to talk to employees

openly and transparently about the Remuneration

Committee’s approach to reward at ITV and gain insight into

priorities for colleagues through the Ambassador Q&A and

discussion session on remuneration

•  ITV Fast Forward events with insightful topics and speakers

•  Board review of feedback and results from the 2023 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

Key issues or priorities identified Read more

•  Transparent and honest culture and ethos

•  Flexible and digital ways of working

•  Mental health and wellbeing support

•  Progress on our Diversity Acceleration Plan commitments

•  Retention and recruitment of talent (a principal risk)

•  Internal cultural change (a principal risk)

Risks and Uncertainties (from page 55)

Social Purpose strategy (from page 32)

Engaging with our Workforce (from page 94)

![]()

92  ITV plc  Annual Report and Accounts 2023

OUR COMMITMENT TO SECTION 172(1)

The Directors consider that they have acted, in good faith, in a way that

is most likely to promote the success of the Company for the benefit of its

members and stakeholders as a whole, having regard (among other matters)

to the matters set out in Section 172(1)(a‑f) of the Companies Act 2006.

The Board regularly considers stakeholder groups and their most significant issues, views and interests as well as the financial and long‑term

impact of key actions throughout its decision‑making process. The Board also undertakes a formal assessment on an annual basis of whether

the key stakeholders identified remain appropriate.

Long‑term impact Interests of

colleagues

Fostering business

relationships

Impact on

community

and environment

Maintaining

reputation for high

standards of

business conduct

Acting fairly

between members

The below table outlines other areas of this report which detail how the Directors have had regard to the S172 factors

S172 Factor Further Information Can Be Found S172 Factor Further Information Can Be Found

A

The  likely

consequence of any

decisions in the long

term

Business Model:

pages 2 to 3

Our Strategys:

pages 10 to 13

Stakeholder Engagement:

pages 84 to 91

B

Interest of employees

Business Model:

pages 2 to 3

Stakeholder Engagement:

pages 84 to 91

People and Culture:

pages 40 to 41 and 96 to 99

Remuneration Report:

pages 117 to 142

C

Fostering the

Company’s business

relationships with

suppliers, customers

and others

Business Model:

pages 2 to 3

Stakeholder Engagement:

pages 84 to 91

Our People:

pages 40 to 41

D

Impact of operations

on the community and

environment

Business Model :

pages 2 to 3

Stakeholder Engagement:

pages 84 to 91

TCFD Report:

pages 65 to 71

E

Maintaining a

reputation for high

standards of business

conduct

Business Model:

pages 2 to 3

TCFD:

pages 65 to 71

Risk Management:

page 112

Audit Committee Report:

pages 106 to 116

F

Acting fairly between

members of the

Company

Business Model:

pages 2 to 3

Stakeholder Engagement:

pages 84 to 91

Remuneration Report:

pages 117 to 142

![]()

93ITV plc  Annual Report and Accounts 2023

GOVERNANCE

Set out below are a couple of examples of some of the key strategic issues considered by the Board during the year and in reaching their

decision, how the Directors have had regard to the S172 factors of:

#### ITVX

To promote the success of

ITV, the Board carries out

frequent market reviews,

keeps abreast with emerging

trends and where judged

necessary, will modify the

Strategy in order to deliver its

plan and safeguard the

long‑term business impact

and the interests of its

members and stakeholders.

The Board identified that

digital viewing continues to

grow at the expense of live

linear viewing. To adapt to

these viewing habits, the

Board transformed M&E

strategy to be streaming‑led,

and evolved Content strategy

to grow engagement with

ITV’s streaming service.

Following extensive analysis,

modelling and careful

consideration, which included

the financial implications and

impact on key stakeholders,

customers, investors and

colleagues, the Board

recognised that ITVX, an

integrated AVOD/SVOD

platform, would best

compliment the evolved

strategy, address the ongoing

changes in viewing habits,

and accelerate the delivery of

ITV’s strategic priorities and

long‑term value. ITV’s new

streaming service ITVX was

launched at the end of 2022.

To ensure that ITVX

continued to deliver the

desired outcome post launch,

the Board kept close review

on the technology and

product plans for its

continued rollout. It noted

the increased engagement

with clients, partners and

customers needed to

promote awareness and

ensure the product’s success.

Internal deep dive sessions

were held to understand

ITVX’s performance

throughout the year and

challenges it encountered.

Where deemed necessary,

activities were tailored in

order to ensure its delivery

and safeguard the long‑term

success of ITV.

#### ITV TOGETHER

In 2022, the Board approved

ITV Together, a global

transformation programme

to evolve the way ITV worked,

bringing in a simpler, modern

and connected way of

working in a simplified

technology landscape.

The Board believe that

collaborative and connected

digital ways of working

delivered by ITV Together will

deliver and have a positive

long‑term impact to the

business and safeguard the

interest of its shareholders.

Accordingly, following an

in‑depth analysis of the

readiness of programme

it approved the launch of

Wave 1 of the programme

in April 2023.

The Board received regular

updates during and after the

launch period taking into

consideration the impact on

colleagues and the disruption

to the business as existing

systems were migrated onto

the Oracle Fusion system.

The Board were then kept

apprised throughout the year

on the project’s development

and implementation plan. It

received regular updates on

management communication

and engagement plans with

colleagues, partners and

suppliers. Feedback from

colleagues were sought to

improve functionality. When

the Board became aware of

certain challenges being

faced by colleagues,

implementation plans were

revised and communicated to

the Group. This demonstrated

the Board’s commitment to

keep in forefront, interest of

the colleagues as well as its

other stakeholders.

![]()

94  ITV plc  Annual Report and Accounts 2023

#### ENGAGING WITH OUR WORKFORCE

The Board ensures effective engagement

with the workforce using two of the methods

stipulated under the Code: a designated

Workforce Engagement Director, and a

formal workforce advisory panel (our

Ambassador network). Edward Bonham

Carter had the role from 2019 and was

succeeded by Graham Cooke in June 2023.

The Board extends its thanks to Edward for

his valuable contributions.

The Board recognises the benefits of

personal interaction and informal discussion

to both learn more about day‑to‑day

operations and the practical execution of

strategy, as well as to gather direct insights

into workforce sentiment. Colleagues have

direct contact with the Chief Executive

through her ‘Ask Carolyn’ email address

and the Chair has regular meetings with

Management Board members and Divisional

heads, who provide feed‑back on workforce

issues. The Committee Chairs also have

individual meetings with colleagues in

relation to the business of their

Committee meetings.

#### Our Ambassador network

Our Ambassador network was established in

2015 and represent colleagues’ interests in

all parts of the Group, shares information

and helps inform our culture by giving our

colleagues a voice.

•  Each Ambassador usually represents

approximately 50 colleagues from their

business area, called their constituency

•  There are approximately 100 Ambassador

constituencies which are organised into

five UK regional groups and c.20 of these

Ambassadors represent our international

groups

•  The Ambassadors normally meet in their

groups four times a year and in 2023 the

Ambassadors have been engaged in a

range of programmes and topics.

Engagement with Ambassadors is primarily

through in‑person meetings on a quarterly

basis. In 2023, 24 meetings were held, 16 of

which were with UK Ambassadors covering

London West, London Central, Leeds and

Manchester, and the remaining eight

meetings with international Ambassadors

(representing all ITV territories). Of the 24

meetings, nine were attended by the

designated Workforce Engagement Director.

The Workforce Engagement Director also

joined the first (since 2019) in‑person

Ambassador Forum in Autumn 2023 which

was attended by over 80 Ambassadors (UK

and International).

The active two‑way dialogue and attendance

at Ambassador meetings also provides an

opportunity to share insights into external

factors affecting ITV, which the

Ambassadors then share with their

constituents. Hearing feedback first hand

gives the Workforce Engagement Director a

broad perspective of company culture,

morale, and priorities for colleagues and the

impact of operational changes.

Regular verbal updates on feedback on

employee topics and issues of interest and/

or concern, were provided to the Board by the

Workforce Engagement Director. These

regular updates ensure that the employees

voices are considered during Board and

Committee discussions.

Ambassadors regularly share how valuable

the network is to them and their

constituents, particularly in relation to having

Board representation at meetings to hear

firsthand business and strategic updates

which they in turn can share more locally.

#### AMBASSADOR FEEDBACK LOOP

Workforce

Engagement Director

provides feedback from

Ambassadors at Plc

Board Meeting

Workforce

Engagement Director

collects feedback/

insights from Plc Board

Meeting to share with

ITV Ambassadors

Workforce

Engagement Director

shares feedback/

insights from

Plc Board

Workforce

Engagement Director

attends Ambassador

Meetings and collects

feedback/insights

![]()

95ITV plc  Annual Report and Accounts 2023

GOVERNANCE

#### What were the takeaways

#### from Ambassador meetings

#### during 2023?

2023 has again been a year of change for

colleagues, with an ongoing focus on digital,

organisational and strategic transformation.

Throughout the year the Ambassadors have

been updated on the More Than TV strategy,

with particular focus on ITVX during its

launch year, they were asked to share

feedback from their constituents on how the

strategy and ITVX was being perceived in

their constituencies as this was a key

strategic focus for the M&E business.

The Board’s views on key 2023 topics were

regularly shared, including the performance

of ITVX post its launch in Q4 2022, the

changing media and regulatory landscape

(subscription streaming market growth, US

writers’ strike, HFSS advertising ban, PSB

regulation, changes in viewer habits and the

advertising market), and how this has

affected ITV.

The Ambassadors have been engaged and

updated on the ITV Together programme

(Oracle Fusion), with the programme team

having regularly sought feedback from

Ambassadors and their constituencies to

inform their plans for the initial launch and

stabilisation period, as well as shaping future

communications and engagement activity.

This led to the introduction of local super‑

users to champion and support new

processes and minimise workarounds.

The ever‑changing macro‑environment and

the continuing impact of increasing living

costs has continue to be a key focus. The UK

Ambassadors were given an insight into ITV’s

approach to the pay review process and the

different factors that are considered when

the proposed pay offer was shared with

them. They were asked to give their reactions

together with any questions they had. Their

engagement and feedback were greatly

appreciated and the final pay offer was

amended as a result.

Ambassadors were asked to gather feedback

from their constituents about awareness,

knowledge and trust in the Speaking Up

process and channels. Whilst the majority

were aware of the policy and Speak Up

channels, Ambassadors indicated that there

are varying levels of awareness, confidence

and trust in the process. This will be

addressed in the 2024 Q1 Ambassador

meetings with a planned in‑depth and

practical session to raise awareness and

trust in the Speak Up process. The intention

is that the Ambassadors will then be well

equipped to support their local constituents

in understanding the importance of raising

concerns via our Speak Up channels.

The Ambassadors were given an overview

of the Engagement and Culture survey and

Mandatory Training and were asked to

encourage their constituents to complete

both the survey and mandatory training.

The Ambassadors were updated on the new,

staggered approach to mandatory training

and its importance and were asked for

feedback and to work with local managers

to ensure full completion in their areas.

The headline results from the engagement

and culture survey were shared with the

Ambassadors and they gave their initial

reactions. The Ambassadors have been

asked to play a proactive role, partnering

with their local line managers; to share,

explore and agree actions based on local

results; and to record local actions on a

central IT platform.

#### What are the key areas of focus

#### for engagement in 2024?

The Workforce Engagement Director will

continue to attend Ambassador meetings

to engage on important topics, such as

Speaking Up, ITV’s digital transformation,

action planning linked to the 2023

Engagement and Culture survey and

exploring how to further raise the

Ambassadors’ profile.

![]()

96  ITV plc  Annual Report and Accounts 2023

VALUES IN ACTION – UNDERSTANDING AND MONITORING OUR CULTURE

Continuing to build and promote a culture of openness and integrity,

with inclusion, diversity and equity at the heart are critical to our success

as well as supporting long‑term value for our stakeholders.

The Board recognises that ITV’s culture is a

key enabler of ITV’s digital transformation,

and therefore understands the importance

of monitoring and fostering it. Aligning our

values and purpose with our strategy is

critical to our success. Our business model

is regularly reviewed by the Board to ensure

it continues to deliver our strategy and is

aligned with our purpose.

To allow ITV to deliver on our strategic

priorities and become a truly digitally‑led

business, our culture needs to continue to

evolve, aligning at all stages in our

development with our purpose and values.

We hold regular leader and manager briefings

to provide updates on our strategic priorities

and build understanding of our vision

and purpose.

The Board considers culture formally on an

annual basis and through ongoing feedback

received, observations from various third

parties (e.g. auditors) and its own

interactions with management and their

teams during the year, and is able to satisfy

itself that the policies, practices and

behaviours within the Group are aligned with

ITV’s purpose (including its Social Purpose),

vision, values and strategy. Through the

Board’s discussion of relevant topics, as well

as the Chief Executive’s focus on people and

culture in her Board reports, culture is

considered, whether implicitly or explicitly,

at each Board meeting.

We continually look for opportunities to

enhance ITV’s approach to consider culture.

The Phillip Schofield KC Review concluded

that ITV has an effective Disciplinary and

Grievance procedure which works well in

practice and applied appropriately in most

incidents. The review also found that senior

management are wedded to the importance

of an open culture and has given ITV helpful

direction as to how we can improve further. In

response, ITV has created a small working

group to review and implement the

recommendations.

We entertain and

#### connect with millions

of people globally,

#### reflecting and shaping

#### culture with brilliant

#### content and creativity.

Over the last year we have focused on specific areas:

•  The Board received reports on identified cultural initiatives; the conclusions of the Engagement

and Culture survey benchmarks; and updates on the actions arising from these surveys

•  Ongoing engagement with the international offices demonstrates the alignment with the overall

ITV culture and values (2023 Full Engagement and Culture survey, ongoing Mandatory training,

International Ambassadors and Inclusion activity)

•  All freelancers complete our Code of Ethics and Conduct mandatory training module, giving them

an understanding of the expectations as they relate to our ITV values and culture. We also

undertook an Engagement and Culture survey with our freelancer population in Autumn 2023

•  Continued use of the anti‑bullying, harassment and discrimination app called ‘Call It!’ across our

productions, enabling both freelancers and ITV employees to report incidents of bullying,

harassment and discrimination quickly and anonymously. This is in addition to the ITV‑wide Speak

Up channels

•  Our People and Legal teams have developed a Group policy governance framework to clarify and

maintain accountability for owning, improving and approving changes to new and existing policies.

This provides a clear, structured approach to policy development to ensure that policies are

consistent across all business areas, consistently implemented so that they achieve their intended

outcome and are aligned with our organisational values. Our People policies are being reviewed in

line with this framework and some updates have already been implemented i.e. the new

Relationships at Work policy

•  A new cultural data dashboard is being developed following the upgrades to Oracle – Fusion

#### OUR ITV VALUES

Our ITV values underpin the culture at ITV

and these are embedded through our

Code of Conduct:

#### Creativity

From everyone, for everyone, every day

#### Collaboration

Working together at pace

#### Inclusion

Respecting and embracing differences

#### Integrity & judgement

If something doesn’t feel right, speak up

#### THE ITV WAY

The ITV Way encapsulates the values that

underpin the culture at ITV:

#### Make it Brilliant

Creativity for everyone

#### Make it New

Openness to change, with no barriers

#### Make it Together

Collaborating and embracing differences

#### KEY HIGHLIGHTS

92%

Completion rate of

Code of Ethics and

Conduct annual

training

(up from 89%

in 2022)

7.7%

Resignation Index

(down from 9.26%

in 2022)

78%

of employees

through the ITV Rise

programme have

stayed on at ITV and

had a job title

change (promotion)

24

Ambassador

meetings during

2023

(up from 22

in 2022)

75%

feel like they

belong at ITV

66%

think they have

access to the learning

and development

opportunities

they need to do

their job well

![]()

97ITV plc  Annual Report and Accounts 2023

GOVERNANCE

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 and gain insight to ITV’s culture.

#### ENGAGEMENT AND FEEDBACK CHANNELS

How the Board monitors culture Cultural insight gained

Review assessments of the Company’s culture through the 2023 line

manager effectiveness survey, bi-annual engagement and culture survey,

measurements of organisational culture benchmarked against peers, and

how ITV’s values link to its purpose and behaviour.

Understanding strengths and opportunities in ITV’s culture, and that ITV’s

values and stated purpose authentically reflect its culture and behaviours.

Outcome

The Board continues to monitor insights gained from the Engagement and Culture survey conducted in 2023. Through updates from the Chief Executive

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 and Risk 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 Chief

Executive (including access to the regular Chief Executive’s vodcast and Q&A

and her updates on people priorities and communications at every meeting);

and (ii) engaging regularly (directly and indirectly) with colleagues through

numerous engagement mechanisms (see page 94 to 95 for details regarding

the Board’s workforce engagement, including the Workforce Engagement

Director and Ambassador Network).

A better understanding of day‑to‑day operations, the practical execution of

strategy and the cultural context in which colleagues work. Further insight

into how colleagues have been supported in the move to White City, changes

to ways of working with the introduction of the Oracle Fusion transformation,

as well as the platform across the Newsrooms. The Chief Executive’s vodcast

Q&A sessions provide the Board with insight about morale and important

topics for colleagues, for example ITV’s commitment to diversity and inclusion;

impact of intense external media focus on ITV; 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 range of

risk and business integrity matters, including fraud, compliance, bribery,

corruption and modern slavery, and standard supplier protocols and

procedures. This is done through review of internal audit reports, Speaking Up

data, compliance questionnaires, compliance reports, risk deep dives,

incident reports, policies and training.

A broad understanding of practices and behaviours and how these align

with the purpose, values and strategy of the Group, including an

understanding of the approach to supply chain partners and the culture

of risk ownership in the business.

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, reviews of ITV’s values as set out

in ITV’s Code of Ethics and Conduct.

How the Code of Ethics and Conduct promotes the highest standards

of 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 by all Board members on the

Code of Ethics and Conduct, DE&I, Competition Law, Respecting each other

at work, Fire Safety, Anti‑Bribery & Corruption, Data Privacy & Protection,

Cyber Security, Economic Crime (money laundering, tax evasion, sanctions),

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.

A deeper understanding of how ITV’s values and standards are

communicated and how colleagues are kept safe and secure and act

in a compliant way.

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.

![]()

98  ITV plc  Annual Report and Accounts 2023

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 management

talent and succession planning led by the Chief Executive.

As well as a review of succession plans, this session also provided the Board

with opportunity to understand how we had delivered the 2023 ITV people

priorities, with focus on our key people processes, as well as how we are

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 the Chief Executive, 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 provided the Committee with details on the steps taken

to deliver and execute on the 2023 people plan across our key people processes, including: selection and hiring of key talent; performance management;

learning & development; and engagement. 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 the improvements to the Group’s risk

management processes and systems that drive health and safety behaviours

in the areas of 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.

Insight into the safety behaviours across all business areas (international and

UK), including the culture of ownership of risk.

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 duty of care updates from the Duty of

Care Operating Board (also reported to the Board), on the processes and

standards in place for colleague and other relevant stakeholder’s wellbeing.

Feedback from the Ambassador and Network groups, and Mental Health

Advisory Group (external experts), included guidance and support on ITV’s

approach to mental health and wellbeing with colleagues, production teams,

participants in our programmes and viewers.

How the mental wellbeing processes and support for colleagues and

stakeholders continue to enhance ITV’s culture where social inclusion is

embraced and mental health issues are understood, accepted and

safeguarded.

Outcome

The Board, through the Chief Executive and Duty of Care Operating Board continues to regularly monitor colleague wellbeing (including mental health)

and the efficacy of initiatives on culture. The Audit and Risk Committee Chair attends all Duty of Care Operating Board meetings, on behalf of the Board,

providing Board oversight, challenge and support and enabling direct feedback to the Board. In 2023 there was an internal audit on Safeguarding and

Duty of Care controls with a focus on compliance with the provisions under Ofcom’s Broadcasting Code. The review highlighted examples of good practice

in the design and implementation of the controls, but made some key recommendations around operational effectiveness which have been addressed.

![]()

99ITV plc  Annual Report and Accounts 2023

GOVERNANCE

#### SOCIAL PURPOSE, DIVERSITY EQUITY 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.

How the Board monitors culture Cultural insight gained

Annual review of Diversity Equity and Inclusion. Regular updates on progress

on ITV’s Diversity Acceleration Plan and feedback from ITV’s inclusion

networks. Regular monitoring by Nominations Committee of progress against

diversity targets, with diversity on the Board agenda at least annually.

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, Equity

and inclusion activities.

The impact the Diversity Acceleration Plan is having on colleague sentiment

and ITV’s reputation as having an inclusive culture, and the latter’s appeal to

future employees.

How ITV’s culture is enabling progress to be accelerated through Group‑wide

diversity and inclusion initiatives.

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, Equity and Inclusion strategy. See pages 37 to 39 for outcomes related to Diversity, Equity and Inclusion.

#### SPEAKING UP

How the Board monitors culture Cultural insight gained

The Board receives data on Speaking Up reports received via the independent

Safecall facility and other relevant channels available across ITV, at every

Board meeting. In addition, the Audit and Risk Committee reviews and

monitors the effectiveness of the Speaking Up policy, processes and

framework annually and receives Speaking Up reports at least twice a year

providing analysis of complaints received, those substantiated, process for

investigating, themes and actions taken. Feedback is given to the Board.

Review conducted by the internal audit function in 2023 of the effectiveness

of the Speaking Up process.

See page 113 for the Speaking Up framework’s implementation in 2023.

A perspective on the nature of colleague concerns and trends in the

behaviours of colleagues generally.

Insight into how concerns are handled by ITV and indications of how the

alternative routes for raising all risk concerns are being utilised.

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

framework, including gender, ethnicity, disability and LGBTQ+ pay gaps, CEO

pay ratios and how our approach to Directors’ remuneration aligns with our

approach for the overall workforce. Integration 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.

Insight into the role that remuneration and setting performance goals, has on

promoting the right behaviours and the extent to which incentives and

rewards are aligned with culture.

Outcome

The Remuneration Committee will continue to report to the Board on colleague sentiment in relation to retention and reward initiatives.

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100  ITV plc  Annual Report and Accounts 2023

BOARD EVALUATION

An evaluation of the Board and its Committees is carried

out annually and externally facilitated every three years,

with an internal review conducted this year.

#### BOARD EVALUATION CYCLE

Year 1 (2023)  Year 2 (2024)  Year 3 (2025)

Year 1 (2023) internal review focused on

year 1 issues raised and any new issues

arising. The process for internal review is

determined on a year‑on‑year basis.

Year 1 progress reviewed internally, and

any areas of focus identified ahead of the

external evaluation in 2025.

Independent, externally facilitated

review of:

•  Performance against targets set for 2024

•  An external evaluation carried out by an

advisory firm

•  Areas of focus identified for 2026

In 2023, the Board undertook an internally facilitated evaluation using bespoke online questionnaires. A description of the process followed for

this year’s review is detailed below.

#### STAGES 1–5

#### Stage 1

Evaluation process planning

JULY – SEPTEMBER 2023

The General Counsel and Company Secretary

undertook a detailed review of the externally‑run

2022 Board evaluation in order to develop the

approach for 2023, incorporating

recommendations from the 2018 Code, Parker

Review and FRC Guidance on Board Effectiveness.

A focused questionnaire was designed to gather

individual Directors’ perceptions of the

effectiveness of the Board and its operations.

#### Stage 2

Questionnaire responses and one-to-one

meetings

OCTOBER – NOVEMBER 2023

The questionnaires were issued to Directors.

The General Counsel and Company Secretary,

regular attendees of the Board and Committee

meetings and some external advisers also

completed certain sections of the questionnaires

to allow their views to be taken into account.

Directors were asked to comment on a range of

issues including:

•  Board composition and diversity; dynamics and

expertise; time management; Board support;

stakeholders and workforce engagement;

strategic oversight; risk management and internal

controls; succession planning; and priorities for

change

•  Committee and Committee Chair effectiveness;

annual plans and agendas; Committee

composition; and time management

•  The Chair’s relationships and communications

with Board members; chairing and managing of

Board meetings; and relationships with the

Company’s shareholders

•  Each individual’s preparation for and attendance

at meetings; ability to commit sufficient time;

relationships with fellow Board members; the

extent to which knowledge and experience are

drawn upon; and overall contribution

#### Stage 3

Evaluation and reporting

DECEMBER 2023

The General Counsel and Company Secretary

collated the individual responses, including

analysis of themes and proposed actions.

A detailed report, setting out the findings of

the evaluation, was provided to the Chair for

consideration with the resulting report being

tabled to the Board for further consideration

and comment in December 2023.

The evaluation found that the Board and its

Committees continue to operate to a high

standard. The Directors work effectively together

and value each other’s contributions at Board and

Committee meetings.

The Senior Independent Director led a separate

evaluation of the Chair with the Non‑executive

Directors to appraise the Chair’s performance.

It was concluded that Andrew Cosslett’s

performance and contribution were strong and

that he demonstrates effective leadership.

#### Stage 4

Consider results and agree actions

FEBRUARY 2024

The Board discussed the findings and endorsed the

proposed action plan at its meeting in February

2024. The findings of the evaluation exercise were

fully considered when making recommendations in

respect of the appointment and reappointment of

individual Directors, and included an assessment

of their independence, time commitment and

individual performance. The respective 2024 AGM

Resolutions were considered and agreed by the

Board. The proposed actions arising from the

evaluation were thoroughly discussed and agreed

for implementation and monitoring.

#### Stage 5

Monitor progress

FROM FEBRUARY 2024 ONWARDS

The Board will continue to oversee the progress

made in relation to the agreed actions to ensure

their timely completion.

The Nominations Committee will also continue to

play a key role in monitoring the actions relating to

Board succession, composition, recruitment and

induction.

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101ITV plc  Annual Report and Accounts 2023

GOVERNANCE

#### 2023 INTERNAL EVALUATION OUTCOMES AND ACTIONS

Areas of focus identified: Our key follow up actions:

Succession planning for the Executive

leadership team.

A key focus for the Nominations Committee in

2024, with recommendations on next steps to be

presented to the Board.

The General Counsel and Company Secretary is

responsible for driving the actions forward. They

compiled an action plan listing specific actions to

address the findings of the evaluation and further

enhance the Board’s effectiveness. The Board

will monitor the implementation of the follow‑up

actions and review progress against the

recommendations.

A reweighting of agendas to include more time for

strategic discussion.

Agendas and board papers reviewed to ensure

there is a clear link to strategy and KPIs for all

matters tabled.

Greater engagement and interaction with

management, and opportunities to meet with

other layers of the organisation. More engagement

with material stakeholders and partners.

Continue having members of the Executive

Leadership Team attend and present at Board

meetings. Plan opportunities for more director

engagement with the wider management Group.

Consider more trips away from London for

the Board.

More time reserved for Non‑executive Director

only sessions.

Work to set up future Board sessions with material

stakeholders and partners. NED‑only sessions

build into Board meetings.

#### PROGRESS AGAINST 2022 ACTIONS

Action Outcome

To increase focus on and gain deeper insight into

the development of strategy and related topics

identified in the Board Evaluation.

The Chair held one‑to‑one sessions with the Non‑executive Directors to establish the degree of

alignment and identify any gaps in current strategy/KPIs/narrative.

The Chair fed the findings back to the Management team and then the Board with the recommendations

for review. This included spending more time in Board meetings discussing strategy, focusing on

specific issues for deeper discussion and how to manage reporting of progress (e.g. in Board packs).

A programme of deep dives into value drivers and strategic KPIs was delivered across the year. As a

result the Directors were in agreement that they had correctly identified the main strategic challenges

and now had good oversight of delivery.

To consider the future demands on the business

and how to ensure that the Board is equipped to

support the business and the Management team.

The Chair considered the composition of the Board. Two new Non‑executive Directors were appointed

in the year to provide content and finance expertise.

A detailed review of succession planning for the Management Board and its direct reports was

conducted with the Chief Executive at the scheduled annual session at the November Nominations

Committee meeting (which was held after the evaluation questionnaires had been completed

by Directors).

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102  ITV plc  Annual Report and Accounts 2023

#### DIRECTORS’ ONGOING DEVELOPMENT AND TIME COMMITMENTS

#### Ongoing training and development

The ongoing development of Board members

is crucial to ensure that they remain

well‑informed of changes to the business

environment in which ITV operates (including

on legal, regulatory, compliance and

governance matters), and effective in

providing challenge on a wide range of topics.

The Chair, with the support of the General

Counsel and Company Secretary, keeps the

training and development needs

of Directors under review.

During the year, all Directors were provided

with briefings, presentations, deep dives,

teach‑ins and guest speakers on a range of

subjects, including a deep dive on the

proposed governance and audit reform

proposals. The Directors’ development and

training programme covered topics identified

in the 2022 Board evaluation, as areas on

which Directors felt they could benefit from

additional training or support. The

programme included:

•  Attending deep dive sessions on the value

drivers for both the Studios and M&E

divisions and the KPIs underpinning them

•  Attending a session on the PSB licence

renewal presented by Matthew Horsman

from Mediatique

•  Attending a session on future media

landscape presented by BCG

•  Completing the refreshed mandatory

training for colleagues (on ITV’s Code of

Ethics and Conduct, Cyber Security, Data

Protection and Privacy, Climate Action and

Diversity, Equity and Inclusion)

Directors are encouraged to ask for any

support they need and are reminded that

there is always an open line to management

on any topic. Non‑executive Directors also

have access to relevant professional

technical briefings from the audit firms,

including the Deloitte Academy Director

updates. In addition, each Director may

obtain independent professional advice at

the Company’s expense where they judge it

necessary to discharge their responsibilities.

#### Tailored induction for new

#### Directors

The General Counsel and Company

Secretary assists the Chair in designing and

facilitating an induction programme for new

Directors and their ongoing training.

Each newly appointed Director receives a

comprehensive induction programme

designed to give them a thorough overview

and understanding of the business covering

the Company’s core purpose and values,

strategy, key business areas and operations,

and corporate governance structure. This is

tailored to take into account a Director’s

previous experience and their

responsibilities. Directors are also briefed

on their roles and responsibilities as

directors of a listed company. For

Non‑executive Directors, specific

Committee responsibilities relevant to

their Committee memberships are covered,

to enable them to function effectively as

quickly as possible.

During 2023, there were two new

appointments to the Board, Marjorie Kaplan

and Dawn Allen. For both Directors the

induction programme included the

following elements:

•  One‑to‑one meetings with both

Executive and each of the Non‑executive

Directors

•  Briefing from the Chief Executive on the

Group’s strategy, and from the Chief

Executive and Group CFO and COO on

operational matters

•  Briefing from the Group CFO and COO on

financial matters

•  Briefings from the General Counsel and

Company Secretary and the Director of

Investor Relations on legal and

governance matters and shareholder

relationships, which were followed up by

sessions with the Group’s brokers and

external advisers

•  Briefings from senior executives and

managers across our key business areas

and operations, including Studios, Media

& Entertainment, Commercial, Policy and

Regulatory Affairs, Investor Relations,

Diversity and Inclusion, Social Purpose,

Reward and Remuneration,

Communications and Technology

•  Access to a library of reference materials,

including key information on our

governance framework, recent financial

data and the policies supporting our

business practices, including our share

dealing policies, conflicts of interest

procedure and gifts and hospitality policy

In addition, their inductions covered deep

dives relevant to their new roles at ITV,

their background and experience.

Both Directors also requested and received

additional follow‑up sessions on areas

where they wanted to further their

knowledge, or felt they could support

management with their experience.

#### Time commitments

The Directors have demonstrated a strong

commitment to their roles on our Board and

Committees with full attendance at Board

and Committee meetings in 2023, see page

82. The Directors have all given careful

consideration to their external time

commitments to ensure that they are able

to devote an appropriate amount of time

to their roles at ITV. For each Director, the

Board considers that the external time

commitments that they are 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 ‘over

boarding’ 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.

During 2023, the Board considered changes

in the time commitments of the Directors.

There were no role changes or new

appointments that needed the Board’s

additional consideration.

![]()

#### 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.

103ITV plc  Annual Report and Accounts 2023

GOVERNANCE

#### NOMINATIONS COMMITTEE REPORT

Who is on the Committee

The Committee is composed

entirely of Non‑executive

Directors (NEDs).

The current members are:

•  Andrew Cosslett (Chair)

•  Salman Amin

•  Edward Bonham Carter

•  Graham Cooke

•  Margaret Ewing

•  Sharmila Nebhrajani

Full details of attendance at Committee meetings can

be found on the table on page 82

Detailed biographies can be found on pages 77 and 78

Our role

Following each meeting, the

Committee communicates its

main discussion points and

findings to the Board.

The Committee’s terms of

reference can be accessed on

our website.

www.itvplc.com/investors/

governance

The main role of the Committee is to:

•  Regularly review Board composition and the balance of skills, knowledge, experience and diversity

•  Determine when appointments and retirements are appropriate, and lead on any Director searches

•  Give full consideration to succession planning and oversee the development of a diverse pipeline for succession,

at Board and senior management levels

•  Set measurable objectives on Board diversity and monitor progress on these objectives, as well as review

Company‑wide targets

Meetings in 2023

In addition to Committee

members, the Chief

Executive, Chief People

Officer and General Counsel

and Company Secretary

regularly attended meetings

of the Committee.

January

•  Identification of need for a NED

with content and media expertise

•  Review of Board Diversity Policy

•  Director time commitments and

‘over boarding’ considerations

•  Re‑election of Directors at the

AGM

•  Review of draft

Nominations Committee Report

in Annual Report

•  Proposed 2023

Committee schedule

April

•  Changes to the composition of the

Committee and appointment of a

new workforce engagement

director

•  Identification of a need for a

NED with finance experience

July

•  Indicative timeline and process for

internal board evaluation

•  Annual review of terms of

reference

•  Annual review of the register

of interests

•  Company diversity

progress update

November

•  People strategy review

(including review of executive

succession plans)

•  Company diversity

progress update

The Committee also held a number

of ad hoc meetings in relation to the

Non‑executive Director searches

including discussions on candidate

specifications, longlists and

approval of shortlists, and

discussions on the candidates

following the interview.

Annual review

An annual review of the

performance of the

Committee is conducted

each year.

•  In 2023, an internally facilitated Board evaluation was undertaken, which included a review of the Committee. The

results are summarised on page 101.

•  Overall, the evaluation concluded that the Committee is working effectively and responding appropriately to its

terms of reference.

•  As part of the Committee’s succession planning agenda, the key priorities identified for 2024 were to embed the

two new Non‑executive directors and to continue its focus on Executive and Non‑executive succession planning,

as well as senior management talent retention and succession.

ANDREW COSSLETT

CHAIR

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104  ITV plc  Annual Report and Accounts 2023

NOMINATIONS COMMITTEE REPORT CONTINUED

#### BOARD DIVERSITY

45.45%

female Board representation

In line with Parker Review, the Listing

Rules and Hampton‑Alexander Review

recommendations

18.18%

People of Colour Board representation

Board composition and

#### succession planning

Composition

During the year, the Committee undertook

an analytical review of Board composition,

assessing the range and balance of skills,

experience, diversity, knowledge and

independence to identify any gaps and inform

the Non‑executive Director searches. The

review concluded that the representation of

Board diversity was strong and the Directors

as a whole had the right skills, knowledge and

experience to enable ITV to execute its

strategy. However, the departure of Sir Peter

Bazalgette in 2022 meant there was a

requirement for specialised creative industry

skills experience. In anticipation of the

departure of Anna Manz in 2023, a further gap

was identified in finance skills and expertise.

Two searches were instigated as discussed

further below.

Non‑executive Director succession

planning

The Committee continues to keep

succession under review for each of the

non‑executive roles to take account of

tenure and to ensure the size, structure,

composition and diversity of the Board and

its Committees are appropriate, identifying

internal candidates or where an external

search may be needed, both for emergency

and longer‑term succession.

Executive Director and Management Board

succession planning

During the year, the Chief Executive and

Chief People Officer reported on the

succession planning measures in place for

the Management Board (including the

Executive Directors), as well as the direct

reports to Management Board members.

This included Management Board and

Executive Leadership Team bench strength

analysis for each role identifying short and

medium‑term successors and the diversity

of the pipeline. The Committee was satisfied

that the Company has effective executive

succession planning processes in place,

including appropriate development plans for

key individuals, and was able to understand

the areas where external candidates may

need to be considered. The Committee also

had a session on improving the strength,

depth and diversity of our talent.

Board searches

The Committee approved the appointment

of SRI/Mission Bay for the search for a

Non‑executive Director with specialised

creative industry skills experience and Lygon

Group for the search for a Non‑executive

Director with financial expertise. Other than

the provision of search services, neither SRI/

Mission Bay or Lygon Group have any other

connection with the Company or any

individual director. SRI/Mission Bay had

previously supported the recruitment of

Non‑executive Directors to the Board.

The specifications for both vacancies set

out the agreed key skills, experience and

character profile being sought to fit with the

current balance, membership and dynamics

of the Board and were approved by the

Committee. As in prior years, the Committee

focused on diversity as part of the selection

criteria, selecting the highest calibre

candidates for appointment to the Board,

based on merit and objective criteria.

In each case a shortlist of candidates was

interviewed by all the members of the

Nominations Committee (led by the

Chairman), the Chief Executive and Group

CFO and COO. Following this, the Committee

recommended the appointments of Marjorie

Kaplan and Dawn Allen, which the Board

subsequently approved.

The Committee is satisfied that these

appointments further strengthen the mix

of expertise on the Board. Marjorie Kaplan

has extensive brand, content and audience

strategy experience with a track record

as a change agent. Dawn Allen has extensive

financial, commercial and international

experience having held a number of

senior financial roles in large scale

global businesses.

Both the new Non‑executive Directors

undertook a comprehensive induction

programme. See page 102 for further

information.

Board diversity policy

Our objective to drive the benefits of a

diverse senior management team and wider

workforce is underpinned by our Board

Diversity Policy.

Our belief is that diversity at all levels is

incredibly important as it allows the

organisation to harness the benefit of

differences in skills, experience, culture,

personality, background and work‑style.

We are proud of our commitment to driving

further diversity on a Group‑wide basis.

Please refer to pages 37 to 39 for further

information on our Group‑wide diversity

plan and targets.

Set out below are the objectives of our

Board Diversity Policy and our assessment

of performance against them. These

objectives ensure that both appointments

and succession planning support the

development of a diverse pipeline.

Ensure ITV has a development pipeline of

high calibre senior executive candidates

and encourage senior executives to obtain

external board experience

The ongoing development of senior leaders,

to ensure we retain the best talent to

broaden their skill sets and experience to

prepare them for future senior roles, is

important to us. ITV runs a high potential

leadership programme, building a pipeline of

diverse talent for senior level roles. The Rise

Programme launched in 2020 continues to

promote People of Colour talent progression

at the manager level by providing People of

Colour colleagues greater visibility with

senior leaders through networking and

sponsorship, alongside career coaching.

The programme also works with managers

and Senior Leadership Team advocates to

build race confidence and accelerate an

inclusive culture change at ITV.

Bespoke development initiatives are in

place for senior executives who have been

identified as potential successors, based

on particular development needs.

These include:

•  External executive coaching, with clear

coaching objectives (including 360

degrees feedback where relevant)

•  Psychometric testing, such as the Hogan

Leadership series that identifies

leadership strengths, derailers and values

•  Mentoring by a Non‑executive Director

•  Business School executive

education programmes

•  Non‑executive Director and Trustee

appointments where there is a suitable

match and development support for those

interested in these opportunities

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105ITV plc  Annual Report and Accounts 2023

GOVERNANCE

Maintain at least 30% female Directors on

the Board over the short to medium term

As at 31 December 2023, the Board had

45.45% female representation, including one

Executive Director and two Committee

Chairs. We have therefore exceeded the

target of 40% of women on the Board set by

ITV and the FCA Listing Rules, as well as the

Hampton‑Alexander target of 33%. Whilst

the Board recognises that an effective Board

with broad strategic perspective requires

diversity, ultimately the Board appoints

candidates based on merit and assesses

potential Directors against measurable,

objective criteria.

Our principles for Board diversity also apply

to our Management Board and senior

management below this level. We are

therefore pleased that the FTSE Women

Leaders Review ranked ITV third out of the

FTSE 250 and top of the Media sector for

representation of women in leadership, with

52.4% women in the Combined Executive

Committee and Direct Reports.

Maintain at least 10% Directors who are

People of Colour on the Board over the

short to medium term

As at 31 December 2023, the Board had

18.18% representation of People of Colour

with two Directors represented on the Board.

We therefore also comply with the

recommendation of the Parker Review and

the FCA Listing Rule requirement to have at

least one director of colour on the Board.

Use search firms who have signed up to the

Voluntary Code of Conduct on gender

diversity

The Board supports the provisions of the

Voluntary Code of Conduct for Executive

Search Firms which addresses gender

diversity on corporate boards and best

practice for related search processes. Both

executive search agencies used in 2023 for

our Non‑executive Directors are signatories

to the Code.

Ensure the Non‑executive Director search

pool is sufficiently wide and covers

candidates who are People of Colour and

candidates with a wide range of expertise,

skills and backgrounds, and that shortlists

include at least 50% female candidates

When conducting a Non‑executive Director

search, the Committee works closely with

the executive search agency to compile a

long and shortlist of candidates made up of

at least 50% female candidates as well as

candidates from various backgrounds and

industries, including People of Colour.

Candidates were identified and interviewed

and their skills and qualities were assessed

against measurable, objective criteria.

ANDREW COSSLETT

CHAIR

7 March 2024

Listing Rule 9.8.6R (10)

In accordance with Listing Rule 9.8.6R (10), our gender and ethnicity data in the format set out in LR9 Annex 2.1 as at 31 December 2023 is set

out below.

The Board and Management Board members are asked to complete a diversity monitoring form to confirm which of the categories set out in

the below they identify with. As Carolyn McCall and Chris Kennedy sit on both the PLC and Management Boards they have been counted in

both totals.

Gender

Number of Board

members

Percentage of the

Board

Number of senior

positions on the

Board (CEO, CFO,

Chair and SID)

Number of the

executive

management 1

Percentage of

executive

management

Men 6 54.45 3 8 72.73

Women 5 45.45 1 3 27.27

Ethnicity

Number of

Board members

Percentage of

the Board

Number of

senior positions

on the Board

(CEO, CFO,

Chair and SID)

Number of

the executive

management

Percentage of

executive

management

Asian 2 18.18 – – –

Black/African/Caribbean – – – 1 9

Mixed/Multiple Ethnic Groups – – – – –

Other minority ethnic group – – – – –

White 9 81.82 4 10 91

A copy of the Board Diversity policy can be found on our website

www.itvplc.com/investors/governance/directors

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106  ITV plc  Annual Report and Accounts 2023

#### AUDIT AND RISK COMMITTEE REPORT

MARGARET EWING

CHAIR, AUDIT AND RISK COMMITTEE

#### Dear Shareholder

On behalf of the Board, I am pleased to

present the 2023 Audit and Risk Committee

Report which sets out the key areas of focus

during 2023.

During 2023, despite the challenging

economic environment, the Group

accelerated its proposition as a vertically

integrated producer, broadcaster and

streamer, further developing ITVX following

its launch, growing the global studios

business and digitally transforming the

Broadcast business. ITV colleagues have,

despite an incredible workload, risen to the

challenge and delivered positively and

effectively. In this environment, the

Committee has continued to focus on risk

management, internal controls and the

ongoing restructuring, financial and

accounting implications of the strategy

implementation.

Throughout 2023 I have maintained regular

dialogue with all members of the Committee,

the Group CFO & COO, and other members

of management, including meeting with

relevant ‘agenda topic owners’ prior to each

Committee meeting, ensuring the

Committee would be provided with the

necessary information to enable it to guide,

challenge and advise and, when required,

make informed decisions. I also met with

ITV’s legal advisers in respect of ongoing

litigation and other legal matters and met

privately throughout the year with the lead

partner of our external auditor, PwC, and lead

partner of EY, ITV’s provider of outsourced

internal audit.

A significant event in 2023 was the go live

in April of wave 1 of the ITV Together Oracle

Fusion finance and HR systems and

functional transformation. A detailed post

go live stabilisation plan with clear focus

on change management, governance and

priority actions is in place and has been

communicated to impacted teams across

the Group. When the Board visited

colleagues in Manchester, I held meetings

with the teams in the Group’s Global Finance

Operations (GFO) most impacted by the

development, launch and ongoing

stabilisation of the transformation. This

enabled me to gain a good understanding of

the ongoing challenges and the implications

for resourcing, morale and welfare of the

impacted teams, which I fed back to relevant

management, the Committee and the Board.

Management has continued to implement

a detailed programme of remediation and

enhancement to address internal control

issues highlighted by the internal and

external auditors in 2022 and further

identified as a result of the ITV Together

implementation. The Committee received

reports from management, and the external

and internal auditors, at each of its meetings

on the progress in the execution of the

remediation programme. The Committee

recognises that good progress has been

made in this area and is confident the Group

has an effective control environment;

however, the Committee also acknowledges

that the Group is on a journey of maturity and

improved formalisation, automation and

monitoring of its control processes and this

will continue to be an area of key focus for

the Committee during 2024.

The Committee has spent considerable

time reviewing and scrutinising the Group’s

financial results, ensuring it had clear

oversight of the evolving impact of the

Group’s strategy on the business and its

financial affairs plus emerging risks. This

included adjusted performance measures

and exceptional items, progress of certain

legal and regulatory matters and disclosure

and provisioning implications, programme

rights impairment and the implications of

the proposed reform of the system of

audio-visual tax credits. Details of the

significant financial reporting issues we

considered can be found in this report.

Information regarding the Board’s

stakeholder engagement is set out on pages

84 to 91, which also indicates where the

Committee took account of the views of the

Company’s key stakeholders and considered

their interests in its discussions and

decision-making. Whilst we note that the

Government’s previously proposed

corporate governance reforms are not being

introduced, the Committee is pleased that

#### WHO IS ON THE COMMITTEE

Composition

The current members of the

Committee are:

•  Margaret Ewing (Chair)

•  Dawn Allen

•  Edward Bonham Carter

•  Graham Cooke

Full details of attendance at Committee

meetings can be found on the table on

page 82.

Detailed biographies can be found on

pages 77 and 78.

The Committee is composed entirely of

independent Non-executive Directors.

In 2023, Anna Manz and Mary Harris retired

from the Committee (and Board), with

Dawn Allen joining in October 2023.

The Committee members have, between

them, a wide range of relevant sector and

financial experience, enabling the

Committee to fulfil its terms of reference.

This includes providing independent and

robust challenge to management and our

internal and external auditors, to ensure

there are effective and high-quality controls

in place and appropriate judgements are

taken. For the purposes of the Code, the

Board considers that Margaret Ewing and

Dawn Allen, and Anna Manz until her

retirement from the Board, have recent

and relevant financial experience.

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#### 2023 Key Matters

#### Matters considered at the meetings

#### are set out on the pages that follow.

107ITV plc  Annual Report and Accounts 2023

GOVERNANCE

#### Meetings in 2023

The Committee held five scheduled

meetings during the year, and a number

of ad hoc meetings.

In addition to Committee members, the

Chair of the Board, Group CFO and COO,

Group Director of Finance, Group

Finance Controller, General Counsel and

Company Secretary, Group Director of

Risk Management, Head of Internal

Audit (EY) and External Audit lead

partner (PwC) regularly attend meetings.

There were a number of sessions during

the year when the Committee met the

External Audit lead partner and,

separately, the Head of Internal Audit

without executives present.

#### Our role

The Committee’s terms of reference,

reviewed annually and last updated in

July 2023, can be accessed on our

website.

The Committee’s principal

responsibilities are to oversee and

provide assurance to the Board on

the integrity and quality of financial

reporting, effectiveness of audit

arrangements and robustness and

effective operation of internal controls,

compliance and risk management

processes. The Committee meeting

agendas are tailored to ensure emerging

topics are included and to allow for ad

hoc discussion and reviews (including

ad hoc meetings when required).

A summary of the Committee’s activities

from the date of our 2022 report and

until the date of this report is detailed on

the following pages.

#### ANNUAL REVIEW

In 2023, an internally facilitated evaluation of the Committee’s performance was

undertaken. Participants in the evaluation, in addition to Committee members,

included all regular Committee meeting attendees.

The evaluation concluded that the Committee continues to work effectively, is highly

engaged and is responding appropriately to its terms of reference.

Although the evaluation did not identify any concerns, the Committee has agreed

that the areas it will focus on in 2024 will include:

1.   The ongoing programmes of enhancement of the financial, IT, reporting,

compliance and operational control frameworks

2.   Stabilisation of Wave 1 of ITV Together (the finance, HR and production accounting

transformation programme) and approval of the business case and timing for

commencement of Wave 2

3.   Fraud and risk management improvements, including data governance and

privacy and speaking up processes

4.  Readiness to comply with all existing and emerging regulations and legislation

regarding sustainability, climate and other ESG related matters

In addition, the Chief Executive and other members of the Management Board will

be invited to attend relevant parts of Committee meetings on a more regular basis to

provide additional strategic and operational insight to the Committee’s reviews and

decision-making.

management took the decision to continue

to implement ‘no regrets’ improvements.

The Group continues to focus on

strengthening its internal controls

environment and has robust plans in place

that will put the Company in a strong position

to comply with the controls’ effectiveness

statement requirement, introduced in the

FRC’s revised Corporate Governance Code

issued in January 2024 and applicable from

1st January 2026.

I was delighted when ITV gained a gold

award for best FTSE 250 Annual Report

and Accounts at the Corporate & Financial

Awards, and was Highly Commended by

the Corporate Reporting Awards. At ITV,

we strive to ensure we maintain clear and

coherent reporting that provides a clear link

from purpose to strategy to operations,

and the Committee was delighted that

colleagues’ efforts and focus have been

recognised in this way.

I personally want to thank all ITV personnel

involved in the Group’s corporate and

financial integrity, controls, recording and

reporting for their immense effort, fortitude

and loyalty during 2023 – a year that has

delivered very significant change and

improvement within ITV in a very short

time frame.

I hope that you find this report informative

and can continue to take assurance from the

work undertaken by the Committee this year.

MARGARET EWING

CHAIR, AUDIT AND RISK COMMITTEE

7 March 2024

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108  ITV plc  Annual Report and Accounts 2023

AUDIT AND RISK COMMITTEE REPORT CONTINUED

#### FINANCIAL REPORTING

Our role Reviewed

•  Monitor the integrity of published financial information and

review and challenge significant financial reporting issues,

estimates and judgements

•  Review the appropriateness of accounting policies

and practices

•  Provide advice to the Board on whether the Annual Report

and Accounts are fair, balanced and understandable and the

appropriateness of the risk disclosures, going concern

statement, the longer-term viability statement and the

statement regarding effectiveness of the internal controls

•  Quarterly, interim and full year results statements, prior to recommendation to Board for

approval, together with supporting reports from the Group Director of Finance highlighting

all key judgements and estimates

•  External auditor reports, including progress updates, regarding interim review and full

year audit

•  Final draft 2023 Annual Report and Accounts, prior to recommendation to Board

for approval, including review of the Group Financial Statements, Principal and

Emerging Risks disclosure and assessment that the Annual Report and Accounts is fair,

balanced and understandable

•  Assessment of appropriateness of going concern and viability statements, including

management reports on all key judgements, scenario assumptions, supporting analysis/

evidence, reporting and disclosures

•  Litigation updates, including status reports and potential impact on financial results in

respect of Box Clever, the Voice of Holland and CMA matters

•  Key accounting judgements

•  Reports on potential acquisitions and earnout liabilities and performance against

acquisition business case criteria

•  Pension matters, including the IAS 19 accounting surplus and underlying assumptions

•  Assessment of appropriateness of identification and classification of exceptional items

•  Regular tax updates and recommendation of updated tax strategy to Board for approval,

having ensured the relationship with tax authorities, particularly HMRC, is collaborative,

open and transparent

•  Treasury policies, updates and funding strategy

•  Share plan anticipated performance outcomes for FY23

•  Developments in financial and corporate reporting

•  Implications for financial reporting of stabilisation phase of ITV Together programme

•  Finance team structure and resourcing

•  Process to allow subsidiary entities to be considered for audit exemption using

a parental guarantee

•  Progress in preparation, audit and filing of all FY22 subsidiary statutory accounts by

regulatory filing dates

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109ITV plc  Annual Report and Accounts 2023

GOVERNANCE

#### SIGNIFICANT AUDIT RISKS AND ACCOUNTING JUDGEMENTS

In planning its agenda and reviewing the audit plans of the internal and external auditors, the Committee has considered significant operational and financial

issues and risks which may have had an impact on the Company’s financial statements, internal controls and/or the delivery and execution of the Company’s

strategy (including changes in the nature and significance of some of the Group’s Principal Risks).

The Committee focused on assessing whether management had made appropriate judgements and estimates in preparing the Company’s financial

statements, particularly with regard to the significant issues listed below. These issues were subject to robust challenge and debate between management,

the external auditor and the Committee. The Committee also reviewed detailed external auditor reports outlining work performed and any issues identified in

respect of key judgements and estimates – see the Independent Auditor’s Report on pages 149 to 155. The Committee concluded there was no significant

disagreement or unresolved issue that required referral to the Board.

Risk of fraud (particularly in revenue recognition)

Issue Action taken by the Committee Outcome/future actions

The nature of ITV’s business,

including advertising and

production, means that there

are potential risks of revenue

recognition and other fraud,

including collusion with

advertisers, facilitation

payments, fraudulent

payments to suppliers or

employees and manipulation

of profits or hiding fraud by

use of accounting journals.

Review of the work undertaken to update the GFO Finance

Fraud Prevention Framework following the implementation

of the Oracle Fusion platform and the subsequent impact

on the controls in place to prevent and detect fraud across

all aspects of the Group, including the international

studios businesses.

The Committee also considered the Group’s changing risk

landscape and the implications for non-financial fraud risk.

In addition, the Committee reviewed the results of PwC’s

data auditing techniques for advertising revenue, journals

and payroll as well as their conclusions relating to fraud risk

in revenue recognition.

In anticipation of the UK’s new corporate offence of

‘failure to prevent fraud’, the Committee discussed ITV’s plan

to respond to the new legislation during 2024 including:

•  Updating the Fraud Risk Management policy and the fraud

risk assessment

•  Monitoring of high-risk financial controls

•  Delivery of targeted training

•  Reviewing ITV’s due diligence processes and

contractual provisions

The Committee agreed with management’s assessment that

the overall control framework remained effective and the

Group’s revenue recognition processes included a robust

control framework to effectively mitigate the risk of material

financial fraud.

Exceptional items including Alternative Performance Measures

Issue Action taken by the Committee Outcome/future actions

During 2023, management

proposed a number of

matters to be classified as

exceptional items. (See

note 2.2 to the financial

statements and page 172

for an explanation of the

exceptional items policy).

The Committee continued to closely scrutinise the

application of the Group’s policy on exceptional items,

spending considerable time reviewing the existing policy

and challenging management’s proposed classification.

The Committee scrutinised in particular those exceptional

items that recur over a number of years, such as

restructuring, transformation and property costs, or

frequently occurred, e.g. legal costs, and considered the

views of the external auditor.

The Committee concluded that the policy in respect of

exceptional items and management’s approach to

exceptional items were appropriate.

The Committee also recognised that management had

exercised discipline on the categorisation of costs as

exceptional items, the policy had been applied consistently

and the amounts were clearly disclosed in the Annual Report

and Accounts.

The Committee will continue to review the exceptional

items policy and definitions regularly, consider evolving

regulatory scrutiny and the impact of exceptional items

on reported earnings.

Review of legal cases

Issue Action taken by the Committee Outcome/future actions

ITV is subject to ongoing legal

disputes where the outcome

is not certain, including the

quantum of liability (actual or

possible) in respect of the

Box Clever pension scheme

deficit and the two separate

UK Competitions and

Markets Authority (CMA)

investigations that

commenced in 2022

and 2023.

Throughout 2023, the Committee reviewed management’s

updates on its various outstanding legal cases and any

potential liability that might arise from them. In addition,

twice during the year, the Committee Chair met with the

Company’s various external legal advisers to understand

their perspectives on the status of the various legal cases.

In respect of Box Clever, the Committee considered the

response from and management’s interactions with the

Pensions Regulator, views of external actuarial and legal

advisers and the level of provision for the case and

disclosure, given the high level of uncertainty of the final

outcome and the legal process, which could continue for

a number of years.

With regards to the two separate CMA investigations, The

Committee considered the contingent liability disclosure

proposed by management and agreed with management’s

conclusion that it is not possible to reliably quantify any

liability that might result from the investigations due to the

early stage of each of them.

The Committee discussed the provisions held and related

disclosures in respect of all other material legal cases.

Following considerable discussion and input from the

external auditor and legal adviser, the Committee agreed

that the provision and disclosure made in respect of

Box Clever was appropriate, given the status of discussions

with the Pensions Regulator. See note 3.7 to the financial

statements.

The Committee also agreed that the contingent liability

disclosure proposed by management in relation to the CMA

investigations was appropriate.

The Committee also considered other ongoing legal matters

and agreed with management’s proposed position and

related disclosures.

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110  ITV plc  Annual Report and Accounts 2023

AUDIT AND RISK COMMITTEE REPORT CONTINUED

#### OTHER SIGNIFICANT ISSUES IMPACTING FY23 AND/OR FUTURE YEARS

Acquisitions and related liabilities

Issue Action taken by the Committee Outcome/future actions

Acquisition liabilities are

amounts payable to former

owners of businesses

acquired for remaining

minority shareholdings.

The payments are linked to

the financial and/or

operating performance of

the business over future

periods and are usually

linked to continued

employment.

The Committee reviewed management’s process to

determine the expected future payments and the related

year end liability, including the classification of those costs

linked to employment as exceptional.

In 2022 the Group acquired a majority stake in Plimsoll

Productions. During 2023, the Committee considered

management’s post-acquisition review and, in light of the

review, the appropriateness of the anticipated future

payments. In addition, the Committee reviewed the

conclusions of EY’s internal audit of Plimsoll’s production

financial controls and compliance with ITV’s Group policies.

The Committee agreed with management’s assessment

of expected future payments for Plimsoll and other previous

acquisitions.

The Committee was pleased to note that the integration

of Plimsoll with ITV had been successful, including adoption

of ITV’s policies, a good controls environment and ongoing

transition to ITV corporate network and systems.

Pensions risk management

Issue Action taken by the Committee Outcome/future actions

Managing the impact of

economic turbulence in the

year on the investment

strategy of the ITV Pension

Scheme and the valuation of

pension assets and liabilities.

The Committee received an update on the management of

the Group’s pension risks, with a focus on investment

governance and strategy. Strong risk management and

maintaining the risk exposure in balance were fundamental

objectives.

The Committee noted the update and was confident that

the actions taken meant that the risks identified continued

to be managed and maintained as previously agreed with

the Committee.

Treasury and financial risk management

Issue Action taken by the Committee Outcome/future actions

During 2023 the Committee

considered updates from

management on the impact

of financial risks affecting

the business.

The Committee reviewed the Group’s debt maturity profile

and the options to address the short-term refinancing needs

of the business, with a term loan from relationship banks

being proposed. Subsequently, an assessment was

considered on management of the longer-term financing

requirements, which included a proposal to implement an

Euro Medium Term Note programme (during H1 2024).

The annual review of treasury policies focused on mitigation

of foreign exchange risk.

The Committee considered, supported and approved

management’s proposed policy changes and the actions

taken to mitigate other financial risk.

The Committee also recommended to the Board the

approval of the financing proposals of management to

ensure the Group retains appropriate liquidity to support

delivery of the Group’s strategy, particularly in the current

uncertain and volatile economic and political environment.

IR35

Issue Action taken by the Committee Outcome/future actions

From April 2021 the

responsibility for

undertaking IR35

employment status

assessments, and where

necessary withholding PAYE

and paying NICs, passed to

the employer, rather than

remaining with individuals

and their personal service

companies. ITV has been in

continuous discussion with

HMRC on this matter

throughout 2023.

The Committee considered updates from management

on developments in the application of IR35 and status of

ongoing discussions with HMRC regarding the tax status and

treatment of ‘front of camera’ presenters who were not

employees.

During the latter part of 2023, the Committee considered

management’s proposed changes to the provision recorded

at 30 June 2023, updated to reflect ongoing discussions and

agreements reached with HMRC, including the removal of

certain prior years no longer in scope. Management

proposed to classify those amounts related to prior years as

exceptional given their materiality and nature.

The Committee considered and supported management’s

proposed increased provision and proposed accounting

treatment, taking into account the external auditor’s views.

The Committee noted that the outcome of ITV’s negotiations

with HMRC and the implications for the relevant ‘front of

camera’ individuals.

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111ITV plc  Annual Report and Accounts 2023

GOVERNANCE

#### OTHER SIGNIFICANT ISSUES IMPACTING FY23 AND/OR FUTURE YEARS

Organisation for Economic Co-operation and Development (OECD) Base Erosion Profit Shifting (BEPS 2.0) Agreement – Pillar 2

Issue Action taken by the Committee Outcome/future actions

The UK substantively

enacted Finance (No2) Act

2023 in June 2023

introducing a global minimum

effective tax rate of 15% for

large groups and for financial

years beginning on or after

31 December 2023.

The Committee received a briefing on the anticipated

financial and compliance impact of Pillar 2, informed

by advice from professional advisers engaged to assist

management in navigating the detailed and

complex legislation.

The Committee concluded that management was in a good

position to perform accurate and detailed Pillar 2 calculations

in 2024 and was comfortable that the financial impact to the

Group would not be material.

The Committee will continue to monitor the Group’s approach

to and implementation of Pillar 2.

Audio-Visual Expenditure Credits (AVEC)

Issue Action taken by the Committee Outcome/future actions

HM Treasury and HMRC have

established a new

audio-visual tax regime

(AVEC) to replace the current

High-End Television (HETV)

Tax Credit regime in the UK

which results in a reduced

effective tax rate and a

potential Pillar 2 top-up

tax liability.

The Committee received a briefing from management

on the impact of the new UK tax credit regime and a

recommendation to adopt the new AVEC regime at the

earliest opportunity.

The Committee considered and supported management’s

recommendation noting that this would have no impact on

the Group’s future reported and adjusted profit after tax.

Going concern and viability assessments

Issue Action taken by the Committee Outcome/future actions

In light of the continuing

uncertain economic

environment, the Committee

applied considerable

scrutiny to management’s

assumptions, stress testing

and scenario analyses

supporting the going concern

and viability statements as

well as seeking impartial

external views on

ITV’s viability.

The Committee reviewed and challenged management’s

process and assessment of going concern, longer-term

prospects and viability by considering forecast cash flows,

base case and downside scenario analysis, the results

of further stress testing of those scenarios, and other

principal risks, including continuing uncertainty in the

macro environment.

In reaching its view, the Committee also considered: (i)

analyst and other expert commentary to understand the

wider market views on the Group’s future financial

performance and viability; (ii) Board approved financial

forecasts; (iii) the Group’s financing facilities including

covenant tests and future funding plans; and (iv) the external

auditor’s findings and conclusions on this matter.

The Committee also considered the adequacy and accuracy

of the disclosures in the 2023 Annual Report and Accounts in

respect of the Group’s ability to continue as a going concern

and its future viability.

Following this thorough review and strong challenge of

management’s assumptions, the Committee considered the

assessment to be appropriate and recommended the draft

viability statement and related disclosures for approval by

the Board. The Committee also concluded that it remained

appropriate to adopt the going concern basis of accounting in

preparing the consolidated financial statements and the

relevant Annual Report and Accounts disclosure was

appropriate. See pages 162 and 163.

Given the uncertain economic outlook, and its impact on the

demands for content production and advertising, the

Committee will continue to closely monitor the Group’s

financial status and prospects.

Impairment assessment

Issue Action taken by the Committee Outcome/future actions

The continued uncertainty in

the economic environment,

with increasing costs,

inflation and interest rates,

and its impact on the trading

outlook for the Group may

give rise to indicators of

impairment of value of

certain Group assets.

The Committee considered and challenged:

•  Management’s assessment of the level of aggregation of

assets for cash-generating units (CGUs) and agreed that no

changes were required

•  The basis for calculating the discount rate for each CGU,

having sought the external auditor’s views on the

methodology applied and outcome, and consequently

agreed that the discount rates were considered appropriate

in the current economic environment

•  Management’s assessment of impairment, incorporating

the cash flows used to assess going concern and viability

assessment, and noted that no impairment was required in

either the base case or other scenarios.

In 2023, management engaged external advisers to assist in

reassessing and improving the Group’s approach to content/

programme rights valuation. Following this review, the

decision was taken to revert to a whole portfolio assessment.

Having received the views of the external auditor following

their detailed audit of the management’s assessment of the

carrying value of CGUs, including goodwill, the Committee

agreed that no impairment of CGUs is required.

The Committee agreed with management’s conclusion that

sports rights should be assessed for impairment as part of

the whole portfolio of programme rights.

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112  ITV plc  Annual Report and Accounts 2023

AUDIT AND RISK COMMITTEE REPORT CONTINUED

#### RISK MANAGEMENT AND INTERNAL CONTROLS

Our role Committee reviewed:

•  Assist the Board to establish and articulate overall risk

appetite and oversee and advise the Board on specific

strategic risk exposures and mitigations

•  Review the risk identification and mitigation processes and

undertake deep dives into high-risk business areas or

processes

•  Review the effectiveness of the internal control and risk

management processes

•  Oversee appropriate compliance, speaking up and fraud

prevention arrangements

•  Biannually, management’s conclusions regarding principal and emerging risks and

uncertainties and associated mitigations

•  Progress in implementing the enhanced ERM framework, including enhancements to the

risk governance structure

•  Progress in improving operational risk management capability for security, duty of care, and

crisis management

•  Insurance arrangements and policies, including how those support mitigation of principal

and other financial risks

•  Progress in implementing the financial controls framework and effectiveness review for the

ITV Together programme

•  Ongoing programme of improvements to technology and IT-related controls and

governance environment

•  Mapping of the internal audit plan to key principal and operational risk areas to understand

assurance coverage

•  Outcome of the risk focused audits undertaken by the internal auditors, including

implementation of agreed actions to address audit conclusions

•  Enhancements to the Speaking Up policy and report on ongoing actions taken to

strengthen Speaking Up processes and further increase awareness across the organisation,

including reflection of the relevant recommendations arising from the Committee’s deep

dive review in July 2023 and the external review by Jane Mulcahy KC

•  Progress in implementation of data privacy and governance enhancements, including

actions arising from the internal audit of the effectiveness of relevant processes

•  Biannually, effectiveness of compliance framework and monitoring

•  The M&A approvals process and approved amendments

•  Fraud risk and fraud prevention, detection and controls framework and its effectiveness

•  Transformation Programme updates, particularly in respect of ITV Together

•  Deep dives on the Group’s resilience to key risks, including cyber, crisis management,

duty of care and Speaking Up

•  The internal audit conclusions and recommendations regarding the effectiveness and

maturity of the second lines of defence in respect of the Group’s financial, IT general and

compliance controls

#### Risk management

Recognising the evolving nature of the risk

landscape, due to the increasing pace of

change in the industry, the continued impact

of the macroeconomic environment and

global instability, ITV needs to be able to be

agile in flexing aspects of its strategy

implementation and manage resulting risks

smartly. The Committee’s focus for 2023

therefore has been on evolving ITV’s

approach to risk management to ensure it

remains appropriate and proportionate as

well as enhancing the understanding of ITV’s

most critical risks. This has included focus on

progress in optimising the practices and

behaviours of the second line of defence and

introducing more collaboration and structure

across financial, IT, compliance and

operational controls, with the Committee

providing challenge and direction as

appropriate.

#### Financial internal controls

Throughout 2023, the Committee received

regular updates on management’s ongoing

enhancements to the Group’s controls

environments, including financial and IT

controls, finance fraud risk prevention,

cyber security, data privacy processes

and capability, Speaking Up effectiveness,

compliance programme, and resilience to

risk, including crisis management and

business continuity.

Although certain aspects of the Group’s

control environment are immature, with

some existing deficiencies (particularly in

respect of IT general controls, where

mitigations have been implemented to

address these weaknesses), the Committee

is satisfied that the Group’s internal controls

over financial reporting operated effectively

throughout the year, with no material

weaknesses identified. This was principally

based on a programme of internal audit

reviews, independent Group finance

assurance reviews, and monthly

management financial control

self-assessments and the reviews

undertaken by the external auditors as part

of their 2023 audit plan. During 2023, the

Committee was regularly presented with

observations following second line design

reviews conducted by the Financial

Governance and Compliance team post

Oracle Fusion Go-Live (part of the ITV

Together programme), with a particular focus

on controls automation progress and fraud

controls. Moreover, where specific areas for

improvement were identified, it was noted

that mitigating workaround controls and

processes were in place. These updates

provided the Committee with the

opportunity to increase the scope of its own

review and obtain additional visibility over

the financial control environment during the

year, particularly those areas not covered in

the Internal Audit plan. In addition, the

Committee considered the suite of

automated analytics that enable ongoing

monitoring of high-risk financial transactions

and access controls across Group systems.

In 2024, the Committee intends to continue

with focused bi-annual (and in respect of

certain areas of internal controls, quarterly)

sessions with the relevant change

programme and compliance, financial,

operational and technology controls

sponsors and leadership teams. In particular,

the Committee will focus on strategic

initiatives being implemented within the

Group’s technology function, with the

objective of improving the overall IT control

maturity. Key activities in 2024 will include

updates to the IT controls framework,

completion of control design assessments

for applicable systems, control gap

remediation and rollout of awareness

sessions across Group Technology. The

Committee notes the roadmap of activities

for 2024, which includes controls self-

certification and independent assurance

testing across the IT controls landscape, to

enable a cultural shift and more proactive

management of risks.

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113ITV plc  Annual Report and Accounts 2023

GOVERNANCE

#### ITV

#### Together

Oracle Fusion went live on 11 April 2023,

changing the operations and interaction of

colleagues, HR, Finance and Production

Finance processes.

The Committee noted that a change of this

nature and size was complex, and was pleased

that it launched with minimal disruption to the

business with a high volume of users and

transactions being processed.

However, due to system and reporting issues

identified, various processes and controls did

not operate as anticipated, with alternative

manual controls implemented to mitigate any

risk. Consequently, Deloitte conducted a post

implementation review in the second half of

2023, focusing on project governance, resourcing

and change management, the outcomes of

which were communicated to the Committee.

Throughout 2023 the Committee closely

monitored the programme of remediation and

the effectiveness of the mitigations. In addition,

the Committee Chair held a number of meetings

with the programme leadership to receive

detailed briefings on the progress of the change

management plan, providing challenge

and support.

In the last few months of 2023, the ITV Together

programme moved into Stabilisation and

Adoption of the Oracle Fusion solution phase,

with the embedding of new ways of working

following hyper care, running until June 2024.

During this phase the Committee will monitor

delivery of enhancements to meet the target

finance control automation objective; alongside

fully embedding the end-to-end IT controls to

ensure Oracle Fusion is robust and sufficiently

controlled, enabling reliance over the process

and control automation.

#### Speaking

Up

The Board continued to receive regular reports

on issues raised during 2023 via Safecall, the

independent whistleblowing facility, and other

complaint notification channels available within

ITV, with the Committee reviewing an overview

summary for the year. This included an

assessment of any identified trends or themes

in complaints, the nature of any noteworthy

allegations, the corrective measures

implemented to address substantiated

complaints, and the process applied to triage

and correctly investigate complaints. The

Committee also considered the actions taken

by management as a result of the investigations’

conclusions and recommended additional

actions where appropriate, overseeing the

investigation of all significant issues reported.

The Committee received regular updates on the

status of and improvements to ITV’s awareness

campaign, alongside an internal audit completed

at the end of 2022, the results of which

highlighted the need to drive continued

awareness and focused training to ensure that

communications are effective. The Committee

noted significant progress that had been made

during 2023, which was demonstrated in the

strong scores for awareness of the programme

and the routes for raising concerns in the

engagement survey.

The Committee also noted the actions that

had been taken in 2023 to strengthen recording

and collation of relevant data to provide a better

insight into concerns being raised through the

various channels available across the Group,

including the Safecall facility. During 2023,

listening circles/focus groups were introduced,

which were run by an external provider, inviting

colleagues and freelancers to participate in

confidential discussions about areas of concern.

The Committee welcomed the development

of a programme of mandatory training for line

managers on managing grievances,

disciplinaries, concerns and complaints.

The recommendations arising from the KC’s

review of This Morning included a more targeted

approach to Speaking Up related training for

different parts of the Group and a further

strengthening of the concerns and complaints

process. The Committee will monitor

management’s implementation of these

enhancements during 2024.

#### Crisis

#### Management

Over the past year, a series of significant

external, non-ITV specific incidents and the

evolving global landscape have underscored

the necessity for a structured and robust crisis

management response capability at ITV.

During 2023, the revised crisis management

framework and plan was subject to internal

audit review by EY, as well as tested via a series

of simulated exercises facilitated by Deloitte,

the results of both being reported to and

discussed by the Committee, and progress

in implementing the agreed resulting changes

monitored by the Committee.

The Committee acknowledged that the good

progress in 2023 provides a solid foundation for

continued improvement in 2024, including the

requirement to conduct regular training and

simulated exercises across the Group in order to

ensure ITV’s resilience and readiness to

effectively respond to crisis events.

#### Cyber

#### Security

The Committee recognises that ITV has a

unique range of factors that impact how

management focuses on cyber to enable the

future business strategy whilst managing the

immediate risks by reducing dependence on

legacy systems, building security into the

delivery of its strategy and creating a cyber

culture that provides consistent defence over

a devolved organisation.

The Committee received regular updates

throughout 2023 and is pleased with the

maturity and effective progress achieved.

The Group has adopted the internationally

recognised NIST cybersecurity maturity

framework and the Committee is supportive

of the cyber team using this internationally

recognised standard in the development

of ITV’s approach.

During 2023, the Committee received regular

updates on progress in adopting a programme

of enhancement to the Group’s maturity

framework, which included:

•  Development of a new security operations

capability to detect and protect against cyber

in public cloud estate

•  Expanded coverage of controls across the

Group’s international businesses – to improve

how to track and measure threats, and changes

in cyber culture

•  Continued assessment of third-party

suppliers/vendors to identify risks

For 2024, the Committee will continue to

regularly review the enhancements in the

Group’s cyber security profile, which will include

additional focus on improving API security,

increasing defence against AI-based email

attacks and bolstering defences against data

loss with an aim to achieve target maturity

by the end of the year.

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114  ITV plc  Annual Report and Accounts 2023

AUDIT AND RISK COMMITTEE REPORT CONTINUED

#### CLIMATE‑RELATED GOVERNANCE

Our role Items covered

Review of ITV’s global environmental and climate risk

mitigation strategy, targets, progress and reporting in

compliance with the Task Force on Climate-related Financial

Disclosures (TCFD), Climate-related Financial Disclosures

(CFD) and other environmental reporting requirements,

and readiness for publishing a Climate Transition Plan,

in accordance with the UK government’s Transition Plan

Taskforce recommendation, alongside preparation for

EU Corporate Sustainability Reporting Directive disclosure

in 2026.

Assessing the integrity of the targets and data included in

the reporting and obtaining appropriate assurance on its

completeness, reasonableness and accuracy.

Reviewed:

•  Report from the independent provider of limited assurance over Greenhouse Gas (GHG)

emissions data, including Scope 1, 2 and 3

•  ITV’s TCFD reporting, including ITV climate scenario analysis and consequential risks and

impact (including financial).

•  Climate risk embedded into ITV’s Principal Risks

•  Roadmap to achieve Net Zero detailed in Climate Transition Plan, published alongside

Annual Report and Accounts.

#### Climate‑related governance

The Committee plays a key role in the

governance of climate-related risks and

opportunities and the Group’s compliance

with environmental and climate risk related

regulatory reporting requirements. During

2023, management briefed the Committee

on progress in further embedding climate

action, risks and opportunities into the

running of the business (and potential

financial implications), including the planned

publishing of its first Climate Transition Plan

in 2024 and the steps taken to enhance ITV’s

alignment to the TCFD and CFD criteria and

related disclosures. The Committee agreed

with management’s assessment that the

financial impact of known risks and

opportunities is not material.

The Committee also reviewed the

methodology and internal quality assurance

processes over GHG emissions reporting,

following the implementation of a new

environmental reporting system across ITV,

and the results of the independent limited

assurance provided over carbon footprint

data. ITV has appointed EcoAct as its

sustainability partner to advise on TCFD and

CFD recommendations and best practice

and highlight areas for improvement. In

addition to reviewing ITV’s 2023 TCFD

disclosure against TCFD and CFD

recommendations, EcoAct has also

assessed the report against the Climate

Financial Disclosure recommendations,

following changes to the Companies Act.

The Committee is encouraged by the

continued progress made by management to

meet the minimum requirements for TCFD

disclosures, and in starting to deliver against

ITV’s ambitious environmental targets. The

Committee also noted the significant

improvements in the management of

environmental targets and climate-related

risks and opportunities and the continuing

progress made to enhance the approach and

to strengthen the quality of reporting that

will continue into 2024.

A key area of focus for the Committee during

2024 will be ensuring the Company continues

to respond appropriately to the rapidly

changing and new regulations and reporting

requirements, extending the limited

assurance to a wider set of indicators and

agreeing with management a timeline for

upgrading to reasonable assurance.

#### INTERNAL AUDIT

Our role Items covered

•  Monitor and review the effectiveness and independence of

the internal audit function

•  Review and approve the internal audit plan and monitor its

implementation, approving any amendments to the plan

•  Review the continued appropriateness of the outsourcing of

the internal audit function, oversee the tendering of the

internal audit contract and approve the appointment of the

internal auditor and the remuneration and terms of

engagement

•  Performed an assessment of internal audit independence and effectiveness

•  Approved the 2023 and 2024 internal audit plans

•  Reviewed internal audit reports including a review of activity, key recommendations arising

from audits, themes across audits, status 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

#### Internal audit

EY was appointed ITV’s internal auditor with

effect from April 2022. The Committee

continues to support ITV’s current model of a

fully outsourced internal audit function,

which allows best practice in terms of

risk-based approach and auditing

techniques, continuous robust and

independent challenge, and the use of

specialists in high-risk areas and across the

various geographies.

The Committee assesses the effectiveness

of the internal audit throughout the year

using a number of measures, including the

Committee’s private sessions with the

internal audit partner, reports from internal

audit on the development and delivery of the

internal audit plan, communication of results

of reviews performed and the completion of

agreed actions arising from reviews. In

addition, the Committee formally considered

the effectiveness and quality of the internal

audit provision in a private discussion

between the Committee members and

Group CFO & COO (who also represented

management’s views on the quality of the

internal audit provision). The discussion was

guided by a series of questions circulated by

the Committee Chair, which included internal

auditor independence and objectivity,

resourcing, involvement in business

discussions on risk, and communications

between the internal auditor and the

Committee.

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115ITV plc  Annual Report and Accounts 2023

GOVERNANCE

The Committee concluded that overall it was

pleased with the quality and insight provided

by the internal audits completed, particularly

the specialist audits, with material

improvements in various control areas and

processes being implemented as a result of

internal audit recommendations. In reaching

this conclusion the Committee

acknowledged that the EY internal audit

team is still familiarising itself with the

various businesses of the Group and

developing appropriate relationships with

senior management, whilst maintaining the

independence of management.

Prior to the start of the year, the Committee

considered and approved the 2023 internal

audit plan, which was structured to align with

ITV’s strategic drivers and principal risks and

addressed operational, financial,

compliance and technology controls and a

number of key operational risks. The internal

audits performed provided assurance over

areas deemed to be of greater risk and

relative importance to the Group in 2023.

The internal auditor also provided the

Committee (and therefore the Board) with

valuable insight on the culture across the

Group and the reflection of the Group’s

values by management and other

employees. A cultural assessment is

routinely incorporated in audit ratings.

The Committee is satisfied that, during

2023, delivery of the approved internal

audit strategy and plan provided timely

and appropriate assurance on the

effectiveness of controls in place to

successfully manage relevant Group

principal risks.

#### EXTERNAL AUDITOR

Our role Items covered

•  Oversee the relationship with the external auditor

•  Review the quality and effectiveness of the external audit,

including approval of the annual audit plan, and the

procedures and controls designed to ensure auditor

independence and objectiveness

•  Review and make recommendations to the Board on the

tendering of the external audit contract, and the

appointment, remuneration and terms of engagement of the

external auditor

•  Regularly meeting with the external auditor in the absence of management

•  Review, challenge and subsequent approval of H1 review and FY23 audit strategy/plans

•  PwC’s reports on the H1 review and FY23 audit progress, findings and conclusions

•  Auditor opinion on FY23 financial statements

•  Recommendation to reappoint PwC at 2024 AGM

•  Approval of non-audit services policy

•  Approval of 2023 audit fee proposal

•  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 FY22 external audit quality indicators (AQIs), setting of the 2023 AQI

measures and subsequent consideration and monitoring of performance against these,

including post the FY23 audit

#### External audit effectiveness

#### and quality

The Committee is cognisant of the fact

that assessing external audit quality is a key

responsibility within its remit. Set out below

are the specific areas that the Committee

focused on in assessing audit quality,

including relevant outcomes:

•  Identification of Audit Quality Indicators

(AQIs): In 2022 seven AQIs were identified

as useful in enabling the Committee to

assess the effectiveness and quality of

the external audit. In July 2023 the

Committee reviewed performance of

these AQIs against the 2022 targets and

concluded that the adoption of AQIs was a

meaningful and valuable tool for all

parties. Seven AQIs were identified and

have been used for the 2023 audit. A final

review of the performance of the AQIs

against the 2023 targets will be

undertaken in May 2024.

•  Audit plan and strategy: The Committee

discussed PwC’s detailed audit plan and

strategy, including the intended scope of

the audit, identification of significant and

elevated audit risks, the level of materiality

proposed and the principles of PwC’s

centrally directed audit approach. The

Committee welcomed the plan to enhance

the focus on utilising data-enabled

auditing approaches to maximise

efficiencies and insight from the auditor’s

testing. Following discussion and

challenge, the Committee agreed the

methodology adopted for determining

materiality and the scope of the audit.

•  Auditor’s reporting (written and verbal)

to the Committee: The Committee

reviewed the effectiveness of the audit

throughout the year, taking into account

(amongst other things) the delivery of the

approved audit strategy, approach to

adjusting the audit plan to reflect changes

in risk assessment during the year and

insight and robust challenge around the

key accounting judgements and in dealing

with management.

•  Interaction with auditor: The numerous

interactions with the auditor provided

the Committee with an insight into the

quality of the audit process and the

audit leadership team, and with the

opportunity to assess the auditor’s

challenge of management’s views. In

addition, the Committee Chair met

regularly with the lead audit partner,

receiving early insight to the progress of

the audit and any issues emerging,

including the auditor’s views or concerns

regarding the capacity within the finance

teams, given the ongoing challenges

related to the introduction of the new

Oracle Fusion system and ways of working.

The Committee noted that PwC

challenged management robustly on key

judgements and estimates, accounting

treatments and disclosures. The

Committee also reviewed PwC’s 2023

transparency report.

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116  ITV plc  Annual Report and Accounts 2023

AUDIT AND RISK COMMITTEE REPORT CONTINUED

•  Internal evaluation session: Drawing the

above assessments together, and key to

the determination of a high-quality audit,

was a formal internal assessment session

attended by the Committee members and

the Group CFO & COO. This session was

informed by circulating in advance themes

for discussion, including the audit plan and

strategy, execution of the agreed plan and

conclusion, team performance and

communications, firm-wide procedures

(including resources, support and culture),

and insights and the reporting PwC shared

with the Committee. The Group CFO &

COO’s input to this session was informed

by a prior meeting with relevant members

of the finance team, and other relevant

teams, to ensure that feedback was

obtained from all levels and divisions

of the Group that interacted with PwC.

The Committee spent time discussing

the degree of challenge and robustness

of approach to the audit.

The assessments above enabled the

Committee to conclude that PwC has

continued to provide a high-quality robust

audit, which it conducted with rigour and

effective and constructive challenge,

including questioning key accounting issues,

and exercising professional scepticism in its

review of management’s assumptions,

judgements and assertions.

The Committee appreciated, in particular,

the understanding of the business and the

quality of communications of the lead and

technology audit partners, the detailed

risk-based planning (with clear explanations

for any subsequent deviations) and the

structured, pragmatic approach to finding

the right solution, supported by the effective

use of PwC internal experts and specialists.

Audit tender and rotation

PwC was appointed as the external auditor

for ITV effective from 1 January 2021,

following a formal competitive tender

process, including seeking investor views

and agreement. The current PwC lead audit

partner, Jonathan Lambert, has led the audit

since the beginning of PwC’s tenure at ITV.

The Company will put the external audit

contract out to public tender at least every

ten years and will seek the rotation of the

audit partner in line with regulation and

professional and ethical guidance.

The Company confirms that it has complied

with the provisions of the CMA‘s Statutory

Audit Services for Large Companies Market

Investigation (Mandatory Use of Competitive

Tender Processes and Audit Committee

Responsibilities) Order 2014 for the financial

year under review.

Independence and objectivity

In addition to the above assessment of the

effectiveness and quality of the audit, the

Committee seeks to assess and ensure the

objectivity and independence of the external

auditor through:

•  Focus on the assignment and rotation of

key personnel

•  The adequacy of audit resource

The Policy on the Independence and

Objectivity of External Auditors (approved in

February 2024), which includes restrictions

on the provision of non-audit services and

the hiring of former external auditor

employees. This policy is available on the

governance section of ITV’s website: www.

itvplc.com/investors/governance/policies

Non‑audit services

In accordance with the Independence

and Objectivity of External Auditors policy, in

2023 the Company incurred fees for

non-audit services of approximately

£1,500,000 (2022: £155,000) which related

principally to reporting accountant work on a

proposed acquisition and the review of the

interim financial information. For information

on audit fees see note 2.1 to the financial

statements.

Committee conclusions and

#### confirmations

Fair, balanced and understandable

The Board is required to provide its opinion

on whether it considers that the Company’s

2023 Annual Report and Accounts, taken

as a whole, are fair, balanced and

understandable, and provide the information

necessary for shareholders to assess the

Company’s position and performance,

business model and strategy.

The Committee discussed the preparation

of the Company’s 2023 Annual Report and

Accounts with the Board. To support the

Board in providing its opinion, the Committee

considered the assigned responsibilities for

content and overall cohesion and clarity of

the Annual Report and Accounts and

assessed the quality of reporting through

discussion with Management and the

external auditor. Specific areas of challenge

included the presentation of exceptional

items, the equal prominence of GAAP and

non-GAAP financial measures within the

front half of the Annual Report and Accounts

and the description of going concern and

viability statement assumptions.

The process included considering each

of the elements (fair, balanced and

understandable) on an individual basis to

ensure ITV’s reporting was comprehensive

in a clear and consistent way, and in

compliance with accounting standards and

regulatory and legal requirements and

guidelines. The reviews carried out by

internal functions within the Company and

independent reviewers were undertaken with

a view to ensuring that all material matters

have been reflected in the Company’s 2023

Annual Report and Accounts, and that they

correctly reflect:

The Company’s position and performance as

described on pages 18 to 31

The Company’s business model as described

on pages 2 and 3

The Company’s strategy, as described on

pages 10 to 13

Following its review, the Committee advised

the Board that the Company’s Annual Report

and Accounts for the year ended

31 December 2023 were fair, balanced

and understandable.

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#### In this report

117ITV plc  Annual Report and Accounts 2023

GOVERNANCE

#### REMUNERATION REPORT

#### Dear Shareholder

Despite a challenging and rapidly evolving

market backdrop, this has been a year of

progress for ITV. Economic headwinds have

negatively impacted the broader sector,

however we continued to make progress

on strengthening the capabilities of the

organisation and hitting a number of key

milestones on our strategic journey to be

‘More than TV’, evolving from a legacy

broadcaster to a more sustainable media

and entertainment business.

We delivered against each of our three main

strategic objectives. Studios grew revenue

and profits to record levels, deploying its

global scale and strength to win business

across all major genres and geographies. In

streaming, ITVX had a successful launch

year, proving technically robust and through

the quality and depth of its content attracted

large cohorts of new viewers. The linear

broadcast business continued to

demonstrate its extraordinary ability to

generate mass, simultaneous audiences. In

addition, innovations such as Planet V, the

platform enabling the growth of ITV’s digital

advertising, reinforced ITV’s position as the

clear leader in UK commercial television.

Macroeconomic pressures have depressed

advertising volumes across the market.

Continued cost of living pressures have

affected consumer demand and this has

resulted in reduced marketing spend by

many advertisers, impacting ITV’s financial

results. Total revenues for 2023 were slightly

down on the prior year at £4,260m. Although

there was an expectation that adjusted

EBITA for 2023 would fall as a result of

planned strategic investment, the outcome

of £489m was towards the lower-end of

our forecasts reflecting a more challenging

external environment. We are pleased to

see that the balance sheet remains robust,

enabling our targeted strategic investment

programme to continue and securing the

dividend for the full year at 5.0p, consistent

with last year. We are now in the early stages

of a new strategic restructuring and

efficiency programme across the Group to

reshape the cost base, enhance profitability,

and support the growth drivers of Studios

and Streaming. By the end of 2024 we expect

the programme to have delivered

incremental annualised savings of at

least £50 million gross per year, giving a

£30 million in year gross benefit in 2024.

The pace of change for the sector continues

to be significant. Technology advances are

dramatically increasing the choices for

consumers, the emergence of generative AI

is a potential game changer in the world of

production and the competitor set is now

made up of international streamers and

global tech corporations rather than national

television broadcasters. In light of these

structural shifts it is essential that the

business continues to evolve and respond.

2024 will be another pivotal year with a focus

on reshaping the organisation, so that ITV can

be a sustainable media and entertainment

business for the long term.

#### Policy renewal

In line with the usual three-year cycle, the

Director’s Remuneration Policy will require

renewal at the 2024 AGM.

As part of the last policy renewal,

shareholders approved the adoption of

Restricted Shares as our primary long-term

incentive vehicle. The rationale for this

model included:

•  Simple structure – highly effective pay

model in a competitive global media

talent market

•  Addresses inherent advertising market

volatility – the performance of the

business continues to be inherently linked

to the buoyancy of the highly cyclical

advertising market. This often makes

long-term target setting challenging

•  Rewards strategic investment and

transformation – focus on execution of our

investment strategy to deliver long-term

sustainable performance, rather than

short-term gain. The structure provides

flexibility, by allowing the delivery of the

strategy to be judged over the longer term,

rather than within fixed three year

performance periods

•  Focuses executives on long-term

stewardship of the brand

SHARMILA NEBHRAJANI OBE

CHAIR, REMUNERATION COMMITTEE

The purpose of this report is to set

out for shareholders the principles

and policy we apply to remuneration

for our Directors and to update you

on how we have applied these for

the financial year ended

31 December 2023. The report

also aims to demonstrate how

our current approach and our

Remuneration Policy align with our

strategy, support the retention of

key talent and reward them for

strong performance.

#### READ MORE

Remuneration Committee (page 119)

Remuneration Policy application in

2023 and 2024 (from page 120)

Directors’ Remuneration Policy

(from page 122)

Remuneration across the Company

(page 129)

Annual Report on Remuneration

(from page 130)

Other disclosures (from page 137)

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118  ITV plc  Annual Report and Accounts 2023

REMUNERATION REPORT CONTINUED

As our strategic transformation continues

and given that the Restricted Share scheme

is only in its third year of operation, the

Remuneration Committee has concluded

that the current remuneration structure

continues to support our strategic goals and

enables the business to remain agile in a

dynamic and cyclical sector where viewer

behaviours continue to evolve. We therefore

propose to roll forward the previous policy

with only minor amendments.

As part of the policy renewal process we

engaged with a number of our major

investors. Consistent with the messaging

received in prior years, it was clear that while

the majority of investors and mainstream

proxy voting agencies continue to support

our approach to pay, a minority of investors

retain reservations. Although we are mindful

of the diverse views of our investors, we have

opted to retain the current pay approach as it

continues to support our strategy. The 2021

policy represented a major shift in approach

and the first Restricted Share awards under

this policy will not be released until 2026;

it therefore feels premature to make further

radical change at this stage.

The Board continues to maintain dialogue

with investors, and the Remuneration

Committee has engaged with them on

numerous occasions over recent years.

In many cases remuneration proposals

have been adapted in direct response to

their feedback. In line with our normal

approach, we will continue to keep the

effectiveness of our approach to pay,

developments in the market, and evolving

investor sentiment under review.

In terms of implementing the policy for

2024, the Committee has approved a salary

increase of 3% for both the Chief Executive

and Group CFO & COO which is in line with

other senior executives but below the

5%-6% increase applied for the majority of

employees. Incentive opportunities for both

executives will be consistent with prior years.

The performance measures and weightings

for the 2024 annual bonus are similar to

2023 with the addition of a cost savings

metric (worth 10% of the award) to reflect

the scale and importance of this priority,

with 50% linked to adjusted EBITA.

Consistent with prior years the targets for

the annual bonus have been set to reflect

internal and external forecasts for the

Company, including significant budgeted

cost savings and critical investment spend.

We remain mindful of the impact of share

price volatility on future share awards and

investor concerns regarding potential

windfalls. The Committee will consider this

at the point of grant and at vesting. Where

necessary, the Committee retains the ability

to adjust vesting outcomes to ensure they

are appropriate.

#### Incentive outcomes

The Company’s resilient performance

despite economic headwinds was reflected

in the incentive outturns. The 2023 annual

bonus was based on adjusted EBITA (60%),

cash conversion (10%), individual strategic

targets (20%), as well as a scorecard of

ESG priorities (10%). Financial targets were

set in the context of advertising market

uncertainty, with targets set to be

stretching but realistic.

While adjusted EBITA achievement was at

the lower end of the targeted range, cash

conversion was ahead of planned results

and progress was made against our ESG

scorecard measures. As noted above, the

business also made significant progress on

executing our strategic goals in response to

the evolving marketplace. The overall bonus

outcome for the Executive Directors was

56.41% of maximum, with one-third of the

bonus award deferred into shares for three

years. This represents a significantly lower

outturn than the 81.72% achieved by both

directors for 2022, primarily reflecting

the economic backdrop impacting

financial performance.

This is also the first year in which the

Restricted Share awarded to our Executive

Directors will vest. Although the single figure

includes a value for the first award granted in

2021, in practice these awards will only be

released in 2026 following completion of a

two year holding period. Under this pay

model, long-term incentive award levels

were reduced by 50%, but with performance

alignment primarily provided via the share

price. While the short-term share price

performance has been disappointing,

both Executive Directors maintain sizeable

interests in ITV shares, in excess of the

requirement under the Shareholding

Guidelines, and have personal financial

exposure that mirrors that of our investors.

As noted above, the strategic transformation

of the business continues and the Board

remains confident that the investments

made today will be reflected in the

long-term performance of the business.

#### Wider workforce

The Committee continues to focus on wider

workforce pay, recognising that the cost of

living continues to be a real concern for a

number of our colleagues. In relation to 2024

salary increases, the overall aim was to

provide all employees with a meaningful

increase to their base salary which reflected

economic realities. While the high

inflationary environment impacts everyone,

the Committee recognises lower earning

employees suffer the consequences more

acutely. Salary increases for more senior

roles were therefore reduced to help fund

more meaningful increases for employees at

lower pay levels.

Salary increases were scaled from 6% for

lower paid employees, 5% for low-mid tier

roles, 4% for mid-senior roles and 3% for the

more senior executives. As detailed in last

year’s report, a similar approach was taken

for the 2023 salary increases, with uplifts

of up to 6% applied for lower paid staff.

In January 2023, a one-off cost of living

payment was made providing £1,000 to

all our staff earning up to £75,000. Although

the 2023 Employee Bonus outcome of £764

for wider staff was lower than prior years,

reflecting the lower than expected EBITA,

management elected to make a one-off

additional payment to staff of £636. This

combined payment of £1,400 reflects the

exceptional levels of commitment shown by

employees in delivering the transformation

of the business.

Reflecting our broader ethos, ITV remains

committed to ensuring all colleagues earn

at least the real Living Wage. The Company

remains similarly committed to Diversity and

in addition to its gender pay gap data, ITV has

voluntarily published its ethnicity pay gap

information since 2018, one of only a small

number of FTSE companies to do so. ITV has

also been calculating its disability and

LGBTQ+ pay gaps since 2020 and published

this information for the first time in 2023.

#### Concluding remarks

As a Committee, we are committed to

making responsible and measured decisions

around pay. I hope this report provides clear

and transparent disclosure, including the

wider context informing these decisions.

As a Committee we will continue to engage

with shareholders whenever possible to

listen to feedback and discuss pay matters.

In the meantime, I look forward to your

support for both the Remuneration Policy

and the Report at the upcoming AGM.

SHARMILA NEBHRAJANI OBE

CHAIR, REMUNERATION COMMITTEE

7 March 2024

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119ITV plc  Annual Report and Accounts 2023

GOVERNANCE

#### Remuneration Committee

#### WHO IS ON THE COMMITTEE

The Committee is composed

of independent

Non-executive Directors.

The current members are:

•  Sharmila Nebhrajani (Chair)

•  Salman Amin

•  Andrew Cosslett

•  Edward Bonham Carter

Anna Manz and Duncan Painter stepped down as

members of the Committee in the year. Edward Bonham

Carter joined as a Committee member in April 2023

Full details of attendance at Committee meetings can

be found in the table on page 82

Detailed biographies can be found on pages 77 and 78

#### OUR ROLE

Following each meeting, the

Committee communicates its

main discussion points and

findings to the Board.

The Committee’s terms of

reference can be accessed on

our website www.itvplc.com/

investors/governance

The main role of the Committee is to:

•  Review the ongoing appropriateness, relevance and effectiveness of the Remuneration Policy, including in relation

to retention and development, whilst taking into account workforce remuneration and related policies, and the

alignment of incentives and reward

•  Propose to shareholders changes to the Remuneration Policy as appropriate

•  Approve the implementation of remuneration arrangements for the Chair, Executive Directors, Management

Board and other senior executives (together the Senior Executive Group) considering arrangements for the wider

employee group

•  Approve the design of the Company’s annual bonus arrangements and long-term incentive plans, including the

performance criteria that apply for the Senior Executive Group

•  Determine the award levels for the Senior Executive Group based on performance against annual bonus targets

and long-term incentive conditions

#### MEETINGS IN 2023

In addition to Committee

members, the Executive

Directors, Chief People

Officer, General Counsel and

Company Secretary, Group

Reward Director and

independent adviser Deloitte

attend meetings as required.

Attendees do not take part

in decisions relating to their

own remuneration and

potential conflicts are

suitably mitigated.

January

•  Indicative LTIP and PSP performance

•  Annual review of the Chair’s fees

•  Pay gap reporting and CEO pay ratios

•  Compliance with shareholding guidelines

February

•  Bonus outcomes for 2022

•  Performance outcomes for 2020 LTIP and PSP awards

•  Bonus targets for 2023

•  Financial underpin target for 2023 ESP awards

•  Remuneration Report and compliance against the

Remuneration Policy

•  Review of the Senior Executive Group

•  Adviser independence

•  Gender and ethnicity pay gap reporting and CEO

pay ratios

June

•  Approach for Remuneration Policy review

•  2023 awards under the executive and SAYE plans

•  Committee terms of reference review

September

•  Financial performance update

•  Employee reward framework, including review

of remuneration and related policies and

remuneration trends

•  2023 AGM season update

•  Remuneration Policy and Shareholder

Engagement update

December

•  Review of 2023 bonus performance

•  2024 Bonus framework and targets

•  2024 Remuneration Policy Renewal

•  Annual pay review

#### ANNUAL REVIEW

A review of the performance

of the Committee is

conducted each year.

•  In 2023 an internally facilitated Board evaluation was undertaken, which included a review of the Committee.

The results are summarised on pages 100 to 101

•  Overall, the evaluation concluded that the Committee is working effectively and responding appropriately to its

terms of reference

•  The Committee recommended a focus on wider comparatives in relation to international remuneration

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120  ITV plc  Annual Report and Accounts 2023

REMUNERATION REPORT CONTINUED

#### OVERVIEW OF REMUNERATION POLICY 2023

#### WHAT DID EXECUTIVE DIRECTORS EARN DURING 2023?

SINGLE FIGURE REMUNERATION AT A GLANCE

Carolyn McCall

Chris Kennedy

Salary

Benefits Pension Bonus Share awards

Total

£2,881,440

Total £1,930,437

PERFORMANCE AGAINST ANNUAL BONUS TARGETS RESTRICTED SHARES – 2021 ESP

0% 50% 100%

% of maximum

EBITA

(60% total)

ESG

(10% total)

Cash

(10% total)

Individual/ strategic

(20% total)

Actual

Maximum

Restricted Shares granted in

2021 are due to vest in May 2024

Detail on vesting is set out

in the report.

BONUS OUTCOME

Carolyn McCall

56.41%

of maximum

Chris Kennedy

56.41%

of maximum

PERCENTAGE OF TOTAL OPPORTUNITY ALIGNMENT WITH SHAREHOLDERS

Chief Executive

Group CFO & COO

Fixed

Annual Bonus (% of max)

ESP (% of grant value vesting)

Total received of

maximum opportunity

67%

100%

27%

43%

30%

29%

43%

28%

56%

51%

Total received of

maximum opportunity 68%

100%

56%

51%

Share ownership

Shareholding is a means by which the interests of the Executive Directors

are aligned with those of shareholders. As at 31 December 2023 both

directors had holdings in ITV that exceeded their respective shareholding

policy requirements – 400% of salary for Carolyn McCall and 225% of salary

for Chris Kennedy.

Carolyn McCall

(400% of salary)

Chris Kennedy

537

37.42 62.58

Shares held beneficially

Unvested restricted share awards not subject to

performance conditions, accounted for on a net of tax basis

372

22.33 7 7. 6 7

%

(225% of salary)

#### WIDER WORKFORCE IN 2023

SALARY ALL EMPLOYEE BONUS  ‘THANK YOU’ PAYMENT PENSION BROAD BENEFITS

PROGRAMME

up to

6%

increase

£764

38.2% of the maximum

opportunity of £2,000

£636

Total combined payment of

£1,400 made to eligible

employees

up to

9%

company contribution

See page 129

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121ITV plc  Annual Report and Accounts 2023

GOVERNANCE

#### OVERVIEW OF REMUNERATION POLICY 2024

#### HOW WILL EXECUTIVES BE PAID IN 2024?

FIXED PAY

Chief Executive salary:

£1,040,729

Group CFO & COO salary:

£744,587

Salary increase of 3%.

Increases for employees

range from 3% to 6%.

Benefits package

remains unchanged –

includes private medical

insurance and car‑related

benefit.

Retirement benefits of

9% to align with the

workforce pension

contributions.

ANNUAL BONUS

2024 bonus metrics – measure and support execution of the strategy

Cash element 2/3 total bonus

Expand Studios globally

50%

Adjusted EBITA: Profitability of

underlying business

Deferral into shares for three years 1/3 total bonus

10%

Cost savings: Rebasing the cost

base of the organisation

Optimise Broadcast

Cash element

Chief Executive: up

to 120% of salary;

Group CFO & COO:

up to 110% of salary

Deferred shares

Chief Executive: up

to 60% of salary;

Group CFO & COO:

up to 55% of salary

Both bonus

elements subject

to malus and

clawback

10%

Cash conversion: Effective cash

generation

10%

ESG scorecard

Supercharge Streaming

20%

Individual strategic:

Deliver strategic priorities

RESTRICTED SHARES

Successful execution of strategy ultimately reflected in the share price

Released after five years

Annual grant: Chief Executive: up to 132.5% of salary; Group CFO & COO:

up to 112.5% of salary – 50% discount to legacy LTIP award level

Release of shares subject to performance underpin: assessed after year

three – ability for Remuneration Committee to scale back awards if the

underpins are not met

Awards subject to malus and clawback

Simple structure – aligns with strategy and shareholders

over the long term

Retains key talent – aligned to global talent market and peer practices

Rewards strategic investment – delivery of long-term sustainable performance,

rather than short-term gain

Reflective of dynamic and cyclical nature of sector and viewer 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 and 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 2024

SALARY ALL EMPLOYEE BONUS

OPPORTUNITY

PENSION BROAD BENEFITS

PROGRAMME

up to

6%

increase

up to

£2,000

up to

9%

company contribution

See page 129

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122  ITV plc  Annual Report and Accounts 2023

DIRECTORS’ REMUNERATION POLICY

The following sets out the proposed ITV Directors’ Remuneration Policy

(the Policy). The Policy is subject to a binding shareholder vote at ITV’s

AGM on 2 May 2024 and, if approved, will apply from this date.

The previous Policy was last renewed at the 2021 AGM, when the Company implemented a new Restricted Shares structure.

The Committee discussed the current Policy over a series of meetings throughout 2023 and early 2024, debating its continued

effectiveness given the strategic priorities of the business, the cyclical nature of the sector, evolving market trends and investor guidance.

We also engaged with major investors in order to better understand their views around our pay approach. Input was sought from the

management team, while ensuring that conflicts of interest were suitably mitigated. An external perspective was provided by the

Committee’s independent advisers. The Committee undertook an extensive consultation process with major shareholders before finalising

the Policy. The key features of our approach were also assessed against the principles of clarity, simplicity, risk management, predictability,

proportionality and alignment to culture.

As noted in the Chair’s statement, the Committee determined that the existing Restricted Shares structure continues to be an appropriate

and effective long-term incentive vehicle for ITV, recognising that the first awards under this structure will vest in 2024 and will not be released

until 2026. The Policy presented for shareholder approval at the 2024 AGM therefore contains no significant changes from the 2021 Policy.

Minor updates have been made to the detail of the Policy to ensure it continues to operate as intended. The proposed Policy retains the key

best practice features as applied under the Policy approved in 2021.

#### Executive Director Remuneration Policy Table

Fixed pay policy for Executive Directors

#### BASE SALARY

Purpose and link to strategy Reflects the individual’s skills, responsibilities and experience. Supports the recruitment and retention of Executive

Directors of the calibre required to deliver the business strategy within the competitive media market.

Operation Normally reviewed annually and paid monthly in cash. Consideration is typically given to a range of factors when determining

salary levels, including:

•  Personal and Company-wide performance

•  Scope of role and experience

•  Typical pay levels in relevant markets for each executive whilst recognising the need for an appropriate premium to attract

and retain superior talent, balanced against the need to provide a cost-effective overall remuneration package

•  The wider employee pay review

Maximum potential

payment

Ordinarily salary increases will be in line with the average increase awarded to other employees in the Company. Increases

may be made above this level to take account of individual and business circumstances, which may include factors such as:

an increase in size or scope of the role or responsibility; or an increase to reflect the individual’s development and

performance in the role.

While there is no maximum, salary levels for each individual are responsibly set taking into account the factors described

above.

Performance metrics None, although overall individual and business performance is considered when setting and reviewing salaries.

#### RETIREMENT BENEFITS

Purpose and link to strategy To provide competitive post-retirement benefits or cash allowance as a framework to save for retirement.

Supports the recruitment and retention of Executive Directors of the calibre required to deliver the business strategy within

the competitive media market.

Operation Executives can choose to participate in the ITV defined contribution scheme, receive a cash allowance or receive payments

into a personal pension or a combination thereof.

Contributions are set as a percentage of base salary.

Post-retirement benefits do not form part of the base salary for the purposes of determining incentives.

Maximum potential

payment

The maximum benefit will normally be capped at a level comparable to the benefit available to the wider employee base. This

is currently 9% of salary.

Performance metrics None

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123ITV plc  Annual Report and Accounts 2023

GOVERNANCE

#### BENEFITS

Purpose and link to strategy Ensures the overall package is competitive and provides financial protection for employees and their families.

Operation The Company provides a range of market competitive benefits, which may include travel-related benefits, participation in

all-employee share schemes, private medical insurance and other insurance benefits.

Additional benefits may also be provided in certain circumstances, if required for business needs. For example (but not

limited to), relocation expenses, housing allowance and education support.

Maximum potential

payment

Set at a level which the Committee considers to be appropriately positioned taking into account typical market levels for

comparable roles, individual circumstances and the overall cost to the business.

While there is no maximum monetary value for benefits, any benefits provided will be reasonable in the context of relevant

market practice, individual circumstances and overall cost to the business.

In addition, the Company may reimburse relocation expenses and/or provide for tax equalization arrangements. Participation

in any tax-approved all-employee share plans will be limited by the maximum permitted under the relevant legislation.

Variable pay policy for Executive Directors

#### ANNUAL BONUS SCHEME (BONUS) AND DEFERRED SHARE AWARD PLAN (DSA)

Purpose and link to strategy Incentivises executives and colleagues to achieve key strategic outcomes on an annual basis. Focus on key financial metrics

and corporate objectives to deliver the business strategy.

The element of the Bonus compulsorily deferred into shares rewards delivery of sustained long-term performance, provides

alignment with the shareholder experience and supports the retention of executives.

Operation Measures and targets are set annually, normally based on business plans at the start of the financial year and pay-out levels

are determined by the Committee following the year end based on performance against objectives.

Paid once the results have been audited. Financial results used for bonus calculation will be subject to suitable review (e.g.

sign-off by Audit and Risk Committee) before consideration by the Committee.

The Committee has the discretion to amend the bonus outcome if any formulaic assessment of performance is considered

to be inappropriate taking into account factors such as a balanced view of overall business or individual performance for the

year, and the original intentions of the plan.

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.

During the deferral period share awards may be reduced or cancelled in certain circumstances. Dividends or equivalents may

be earned on deferred shares.

Maximum potential

payment

The maximum Bonus opportunity for any Executive Director will not exceed 200% of salary.

The current maximum Bonus opportunities are 180% of salary for the Chief Executive and 165% of salary for the Group

CFO & COO. Increases above the current opportunities, up to the maximum limit, may be made to take account of individual

circumstances, which may include: an increase in size or scope of the role or responsibility; a change in business

circumstances; or an increase to reflect the individual’s development and performance in their role.

Performance metrics Performance measures and targets are set by the Committee each year based on corporate objectives closely linked to

strategic priorities of the business. The majority of the Bonus opportunity will be based on corporate and financial measures.

The remainder of the Bonus will be based on performance against individual and/or strategic objectives.

Details of the performance criteria for the Bonus are set out in the Annual Report on Remuneration. The payment schedule

for each metric will be scaled based on the stretch of the underlying target. Normally, up to 20% of the maximum opportunity

will be received for threshold performance.

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124  ITV plc  Annual Report and Accounts 2023

REMUNERATION REPORT CONTINUED

#### RESTRICTED SHARES

Purpose and link to strategy Incentivises Executive Directors to deliver the business strategy and aligns with longer-term Company performance and the

shareholder experience.

Acts as a retention tool to retain the executives required to deliver the business strategy.

Operation Awards may be structured as conditional rights or nil-cost options (or economic equivalent). Awards will normally be

granted annually with vesting after three years, subject to satisfaction of a performance underpin. Awards will normally be

required to be held for an additional two year holding period so that the award is released after five years. During the holding

period awards may be reduced or cancelled in certain circumstances. Further detail is provided in the Annual Report

on Remuneration.

Dividends (or equivalents) may be earned in respect of any vested shares.

Maximum potential

payment

The maximum award level is 175% of salary.

Our current operational policy is to make annual awards of 132.5% of salary to the Chief Executive and 112.5% to the

Group CFO & COO.

Performance metrics The Committee may define the terms of the performance underpin. The criteria may be based on financial and/or non-

financial metrics and include reference to corporate, divisional or individual performance. When determining vesting the

Remuneration Committee will take into account all factors deemed relevant at the time (e.g. progress against execution of

the strategy, the nature of the wider trading environment). As the underpin is qualitative, there are no performance condition

weightings applicable, nor is there a threshold-max vesing range.

Information on the individual award grants is set out in the Annual Report on Remuneration.

#### SHAREHOLDING GUIDELINES

Purpose and link to strategy To create alignment between Executive Directors and shareholders both during service and after departure.

Operation Shareholding guidelines are in place which encourage Executive Directors to build up a holding in Company shares during the

course of tenure.

The shareholding guideline for the Chief Executive is 400% of base salary and for the Group CFO & COO 225%.

Executive Directors will normally also be expected to retain an interest in Company shares for two years following departure.

The expected holding requirement following departure will be equal to two times the Executive Director’s Restricted Shares

grant level.

Further details of current shareholdings of the Executive Directors, together with further detail on the operation of the

shareholding guidelines are set out in the Annual Report on Remuneration.

#### Detailed provisions

The Committee may make any remuneration payments and payments for loss of office (including exercising any discretion available to it in

connection with such payments) notwithstanding that they are not in line with the Policy set out above, where the terms of the payment were

agreed either: (i) during the term of, and was consistent with any previous policy; or (ii) at a time when the relevant individual was not a director

of the Company and the payment was not in consideration for the individual becoming a director of the Company. This includes the ability to

make payments in recognition of legacy Long Term Incentive Plan (LTIP) awards, awarded under any previous Policy.

The Committee may adjust or amend Bonus and share awards only in accordance with the provisions of the relevant plan rules. This includes

making adjustment to reflect one-off corporate events, such as a change of control or a change in the Company’s capital structure. In accordance

with the plan rules, share awards may be settled in cash rather than shares where the Committee considers this appropriate (e.g. to comply

with securities law).

The Committee may make minor amendments to the Policy to aid its operation or implementation without seeking shareholder approvals

(e.g. for regulatory, exchange control, tax or administrative purposes or to take account of a change in legislation) provided that any such

change is not to the material advantage of the Director.

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, Restricted Share and legacy LTIP awards. Under malus, unvested share awards (including any Restricted Share or legacy LTIP 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.

Malus/clawback can be operated up to four years following the start of the relevant bonus year for bonuses, and up to six years from the

relevant date of grant for Restricted Share and legacy LTIP awards.

For awards granted from 2020 onwards, the Committee has the discretion to apply malus and/or clawback in the event of the following

circumstances: material misstatement of financial results; gross misconduct; fraud; payments based on an erroneous calculation or data;

serious reputational damage; or material corporate failure.

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125ITV plc  Annual Report and Accounts 2023

GOVERNANCE

Performance measures and target setting

The annual bonus is assessed against financial, strategic and individual targets determined by the Committee. This enables the Committee to

reward annual financial performance delivered for shareholders, and performance against specific financial, operational or strategic

objectives set for each director, which are closely linked to the strategic priorities of the business. The Committee sets targets taking into

account external forecasts, internal budgets and business priorities.

A key feature of Restricted Share awards is that the successful execution of the strategy and the success of the business is ultimately reflected

in the share price, therefore providing strong alignment with the interests of our shareholders. The vesting of Restricted Share awards is

subject to a performance underpin. For 2024 awards, the Committee will retain the ability to reduce vesting on the Restricted Shares (including

to nil) where adjusted Return on Capital Employed is below the Company’s cost of capital. In addition, the Committee has retained a broader

discretion to also enable reduction in vesting levels where there is a material weakness in the underlying financial health and sustainability of

the business. These underpins have been selected as they are considered to provide a robust and sustainable safeguard against payments for

failure. Further detail on performance criteria is set out in the Annual Report on Remuneration.

When considering performance outcomes, the Committee will look beyond formulaic results to ensure the outcomes align with the overall

business or individual performance. The Committee may adjust the targets for awards or the calculation of performance measures and vesting

outcomes for events not foreseen at the time the targets were set to ensure they remain a fair reflection of performance over the relevant

period. Discretion will be exercised mindful of broader performance, and any change to the outcome will be disclosed in the next Annual

Report on Remuneration.

Application of Remuneration Policy

The chart below provides an indication of the level of remuneration that would be received by each Executive Director under the following three

assumed performance scenarios:

Below threshold performance Fixed elements of remuneration only – base salary, benefits and pension

Mid-performance Assumes 50% pay-out under the annual bonus

Assumes 100% vesting of the Restricted Shares

Maximum performance Assumes 100% pay-out under the annual bonus

Assumes 100% vesting of the Restricted Shares

#### Scenario charts

0 1,000,000 2,000,000 3,000,000 4,000,000

0 1,000,000 2,000,000 3,000,000 4,000,000

0 10 20 30 40 50 60

70

Minimum

100%

36% 27% 37%

29%

42%

29%

£0.8m

£2.3m

£2.9m

Chris Kennedy

0 10 20 30 40 50 60

70

Mid performance

Maximum

0 10 20 30 40 50 60

70

Minimum

100%

33% 27% 40%

26% 43% 31%

£1.2m

£3.5m

£4.4m

Carolyn McCall

0 10 20 30 40 50 6070

Mid performance

Maximum

0 30 60

Notes:

1.  Fixed pay is the salary as at 1 January 2024, pension is per the Policy, and the value for benefits is equivalent to that included in the remuneration table on page 130.

2.  Annual bonus is based on 180% of salary for Carolyn McCall and 165% of salary for Chris Kennedy.

3.  Based on Restricted Share grants of 132.5% for Carolyn McCall and 112.5% for Chris Kennedy.

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126  ITV plc  Annual Report and Accounts 2023

REMUNERATION REPORT CONTINUED

#### Impact of share price

The value of Restricted Shares will fluctuate based on the share price over the relevant vesting period. For example, if the share price

increased by 50% over the relevant vesting and holding period, the maximum values shown in the charts above would increase to £5.1 million

for Carolyn McCall and to £3.3 million for Chris Kennedy. Conversely if the share price was to fall by 50%, the maximum values shown in the

charts above would reduce to £3.7 million for Carolyn McCall and to £2.5 million for Chris Kennedy.

Recruitment remuneration

When agreeing the components of a remuneration package for a new Executive Director, the Committee will apply the principles

detailed below.

The package will be competitive to attract and retain the most suitable candidate for the job. Where possible, the Committee will always seek

to align the remuneration package with the Policy outlined above. However, where appropriate, detailed elements of the package may be

tailored to the circumstances of the individual upon recruitment. The Committee will ensure that the arrangements are in the best interests of

both ITV and its shareholders and remain subject to the overall variable pay limits set out below.

Ongoing remuneration In determining an appropriate remuneration structure and levels, the Committee will take into account all relevant factors to

ensure that ITV is able to recruit the most appropriate candidate for the job and that the arrangements are in the best

interests of both ITV and its shareholders. The Committee will typically seek to align the ongoing remuneration package with

the ongoing Policy outlined in this Report.

Fixed pay will be determined in line with the policy table in this Report. The Committee may also hire a new Executive Director

at a lower salary, with more significant increases to salary being awarded as the individual gains experience.

The maximum level of variable remuneration which may be granted to a new director upon appointment (excluding any

buyout awards for forfeited remuneration) will be capped in line with the Policy table above. Within the limits of the Policy

table the Committee may also rebalance the relative weighting of fixed pay and variable pay elements to reflect the

circumstances on appointment.

Buyout awards for

forfeited remuneration

The Committee may make awards to ‘buyout’ a candidate’s remuneration arrangements that are forfeited as a result of

joining the Company.

In doing so, the Committee will take account of relevant factors, including any performance conditions attaching to forfeited

awards, the likelihood of the awards vesting and the form and timing of the awards. The Committee will typically seek to

make buyout awards on a comparable basis to those that have been forfeited but, particularly where the performance period

is substantially complete, may reflect such conditions in some other way, such as through an appropriate discount to the face

value of awards forfeited. Exceptionally, where necessary, this may include a guaranteed or non-prorated annual bonus in

the year of joining.

In exceptional circumstances, the Committee may grant a buyout award under a structure not included in the Policy but that

is consistent with the principles set out above (and may rely upon Listing Rule 9.4.2 in structuring such a buyout).

The Committee will take all relevant factors into account (including the candidate’s location, the calibre of the individual, external influences,

internal relativities and the overall business context) when determining the new remuneration package and seek to ensure that no more is paid

than necessary.

In the Remuneration Report following the appointment, the Committee will fully explain to shareholders the remuneration package for the

appointed individual and the rationale for such arrangements.

On the appointment of a new Non-executive Chair or Non-executive Director, the terms and fees will normally be consistent with the fee policy

outlined in the Policy.

#### Service contracts and loss of office

Executive Directors

Executive Directors have rolling service contracts that provide for 12 months’ notice on either side. For a new joiner, the contract may

commence with a notice period of up to two years reducing to the standard 12 months over time. There are no special provisions that apply

in the event of a change of control. Service contracts are available for inspection at the Company’s registered office.

A payment in lieu of notice, including base salary, benefits and retirement benefits may be made in certain circumstances, including if:

•  The Company terminates the employment of the executive with immediate effect, or without due notice

•  Or termination is agreed by mutual consent

Service contracts normally include clauses requiring departing directors to mitigate losses from termination, balancing the commercial

circumstances at the time (e.g. impact on non-compete/non-solicitation clauses, protection of intellectual property).

Where appropriate, the Company may also provide benefits in connection with departure which may include making a payment in respect of

outplacement costs, legal fees and the cost of any settlement agreement.

With the exception of termination for cause, Executive Directors may be eligible for a bonus award prorated to reflect the proportion of the

financial year for which they were employed and subject to the performance achieved, normally provided they have a minimum of three

months’ service in that bonus year.

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127ITV plc  Annual Report and Accounts 2023

GOVERNANCE

In accordance with the terms of the relevant incentive plans rules, the Committee retains discretion to determine the treatment of any

outstanding awards held by a departing Executive Director. The appropriate treatment will vary depending on the relevant facts and

circumstances at the time. The table below sets out the general position and range of approaches in respect of incentive arrangements.

Plan Good leaver (e.g. ill health) Bad leaver (e.g. dismissed for cause) Change of control

Bonus Executive Directors may be eligible for a

bonus award prorated to reflect the

proportion of the financial year for which

they were employed and subject to the

performance achieved, normally provided

they have a minimum of three months’

service in that bonus year.

Awards lapse. Awards would normally continue unless

the Committee determined otherwise.

DSA Injury, ill health, disability or transfer of

undertakings. Awards release in full at the

leaving date.

For other good leavers identified by the

Committee, awards release at the end of

the deferral period unless the Committee

decides to release the shares earlier.

Awards lapse. Awards release in full at effective date

of change.

Restricted Shares

during the

performance period

Awards are typically prorated for time

served (where departure occurs during

the first three years) and vest subject to

satisfaction of performance underpins.

Awards are released at the end of holding

period unless the Committee decides to

release the shares earlier.

Awards lapse. Outstanding awards would normally vest

and be released subject to satisfaction of

performance underpins and capped

based on the time elapsed since grant,

subject to the discretion of the

Committee.

Restricted Shares

– during the

additional holding

period

Awards are released at end of holding

period unless the Committee decides to

release the shares earlier.

Awards are normally retained, and are

released at end of holding period unless

the Committee decides to release the

shares earlier.

In the case of misconduct, awards will

lapse.

Awards are released at the effective date

of change.

#### External appointments

With specific prior approval of the Board, Executive Directors may normally undertake one external appointment as a non-executive director

of another publicly quoted company and retain any related fees or share awards paid to them for their services.

Non‑executive Directors

The table below summarises the main elements of remuneration for Non-executive Directors.

Component Operation Maximum potential payment

Non‑executive Director fees The Committee determines the fees of the Non-executive

Chair. The Chair and the Executive Directors determine the

fees of the Non-executive Directors, which are accepted by

the Board.

The fees are set at a level that is considered to be

appropriate, taking into account the size and complexity of

the business and the expected time commitment and

contribution of the role.

Additional fees may be payable for membership and/or

chair of a committee or other additional responsibilities.

Non-executive Directors are not entitled to any

performance-related pay or pension.

Role-appropriate benefits may also be provided in certain

circumstances. This includes the reimbursement of any

travel expenses (and associated tax on those expenses).

The aggregate fees of the Chair and Non-executive

Directors will not exceed the limit from time to time

prescribed within the Company’s Articles of Association

(currently £1,500,000 p.a.). The value of benefits (including

the reimbursement of travel and other expenses, and

associated taxes) provided will be reasonable in the market

context and take account of the individual circumstances

and requirements of the Company.

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128  ITV plc  Annual Report and Accounts 2023

REMUNERATION REPORT CONTINUED

Each Non-executive Director, including the Chair, has a contract of service or letter of appointment with the Company. Non-executive

Directors will serve for an initial term of three years, subject to election and 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 Chair). The Directors’ service contracts and

letters of appointment are available for inspection at the Company’s registered office.

Employment conditions elsewhere in the Company

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 and Culture survey and receives a report on employment practices elsewhere in the Company. Graham Cooke,

as our designated Workforce Engagement Director, regularly attends Ambassador meetings to understand any views and concerns colleagues

may have on this matter and is responsible for sharing these with the Committee – more information on this can be found in the Corporate

Governance section of this Report. In her role as Chair of the Committee, Sharmila Nebhrajani joined Graham at an Ambassador meeting in

June 2023 in order to share the Committee’s approach to remuneration in the wider context.

The approach to determining the compensation for employees globally follows the same principles as for our Executive Directors.

Consideration is given to the level of experience, responsibility, individual performance and remuneration paid for comparable roles within

the market. The Committee considers data on pay trends and practices, such as gender pay gap information, and the CEO to worker pay ratio.

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 in the Social Purpose section of this Annual Report and Accounts.

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 the operation of the Policy on numerous occasions.

Prior to the adoption of the Policy at the 2021 AGM the Committee undertook extensive consultation with major investors regarding the

proposed changes to the pay structure. Engagement with investors on matters relating to executive pay have continued in subsequent years

and discussions were held prior to the proposed renewal of the Policy at the 2024 AGM. Throughout the period the major proxy agencies have

remained supportive of our remuneration proposals. Whilst the vast majority of our investors have consistently voted in favour of our pay

resolutions, the Committee recognises that there are a diverse range of views amongst investors, particularly in relation to restricted share

proposals. Whilst the Committee remains satisfied regarding the rationale and benefits of the existing pay model, it will continue to monitor

the effectiveness of the Policy going forward to ensure it continues to support execution of the strategy and the views of our major

shareholders continue to inform and guide our overall approach.

We intend to maintain a dialogue with our shareholders in future years, particularly when the Committee anticipates any substantial change

to the remuneration framework.

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129ITV plc  Annual Report and Accounts 2023

GOVERNANCE

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 2024 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 3%, and all other employees received

between 4-5%.

ITV has held the Living Wage accreditation since 2014 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.

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 at 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.

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 £500 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 2023 the employee bonus opportunity was £2,000, with the 2023 bonus paying

out at £764. A thank you payment of £636 was made to uplift the amount paid to employees.

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 performance 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.

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130  ITV plc  Annual Report and Accounts 2023

ANNUAL REPORT ON REMUNERATION

The sections of the Annual Report on Remuneration that have been audited

by PwC are indicated with headings throughout the report.

#### Remuneration Policy application in 2023

The following section provides details of how the current Remuneration Policy was implemented in 2023.

Executive Directors – Audited

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

Carolyn McCall Chris Kennedy

Notes

2023

£000

2022

£000

2023

£000

2022

£000

Salary 1,010 971 723 695

Taxable benefits 18 18 18 18

Pension 91 146 65 62

Total fixed remuneration 1,119 1,135 806 775

Annual Incentive (Bonus – cash and shares) 1 1,026 1,429 673 937

ESP / LTIP awards 2, 3 736 1,126 447 684

Save As You Earn (SAYE) 4 – – 5 –

Total variable remuneration 1,762 2,555 1,125 1,621

Total 2,881 3,690 1,931 2,396

1.  Two‑thirds of the annual bonus is settled in cash and one‑third is deferred into shares awarded under the ITV Deferred Share Award plan which automatically release on the third

anniversary of the award, subject to continued employment.

2.  The 2021 ESP awards were subject to a performance underpin assessed based on results for the year ended 31 December 2023. The amount shown is the indicative vesting value

using the average share price in Q4 of 2023 (63.31 pence). The awards will vest in May 2024 and will include dividend shares reinvested. Following a two year holding period, they will

become exercisable from May 2026. These awards were granted based on a share price of 123.37 pence, therefore the values shown do not include an amount attributable to share

price growth.

3.  In the 2022 Annual Remuneration Report, the amount shown for share awards for both Executive Directors was the indicative vesting value of the 2020 LTIP award that was subject

to performance conditions measured to 31 December 2022 using the average share price in Q4 2022 (70.67 pence). The figure shown in the table above represents the subsequent

value received on the vesting date of 6 April 2023 using the share price on that date (80.82 pence). These awards are subject to a two year holding period.

4.  Chris Kennedy was granted share options under the SAYE on 13 September 2023 at a 20% discount of the ITV share price at the time of grant. The amount disclosed is the value of

the total discount when investing the maximum (£500 per month) over a three year contracted period.

The aggregate emoluments for all Directors as required under Schedule 5 (SI 2008/410), 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 134.

Further information in relation to each of the elements of remuneration for 2023 set out in the table above is detailed below. An explanation

for 2022 is set out in detail in our 2022 Annual Report and Accounts which can be found on our website www.itvplc.com/investors

The Single Figure outcome has decreased for the Chief Executive from £3,690k in 2022 to £2,881k in 2023, while for the Group CFO & COO

it has decreased from £2,396k in 2022 to £ 1,931k in 2023. Largely this is a result of the 2021 ESP that was awarded at 50% of previous LTIP

awards vesting in 2023 as well as the restatement of the 2019 LTIP that vested in 2022.

#### Salary

As disclosed in last year’s report, both Carolyn McCall and Chris Kennedy received a 4% salary increase for 2023. This was in line with other

senior executives but lower than the 5‑6% increase awarded to the majority of employees. Carolyn McCall’s salary was £1,010,416 and

Chris Kennedy’s salary was £722,900.

#### Taxable benefits and pension – Audited

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.

#### Annual Incentive – Bonus (cash and shares) – Audited

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 maximum bonus opportunity for the year for the Chief Executive was 180% and for the Group CFO

& COO was 165%.

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131ITV plc  Annual Report and Accounts 2023

GOVERNANCE

The performance measures and weightings for 2023 bonuses were the same as in previous years. For 2023, 10% of the bonus 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 bonus was linked to EBITA (60%), cash conversion (10%) and individual personal and strategic

targets (20%).

The majority of the 2023 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 2023, together with performance against those targets and the resulting level of bonus, are set

out in the table below.

The adjusted EBITA ranges were set at the start of the year to reflect the market expectations for an anticipated slowdown in advertising

spend, as well as the impact of our continued budgeted investment in content and technology. The target ranges set therefore reflect this

external market and investment context.

Performance required

Performance measure Weighting 20% 50%  80% 100%

Performance

achieved

Pay‑out level

(% of maximum)

ITV adjusted EBITA

1

60% £473m £503m £523m £573m £491m 38.2%

ITV cash conversion

2

10% 66% 72% 75.6% 78% 102% 100%

1.  The ITV EBITA outcome was adjusted for translational currency movements. Outperformance in Studios profitability was balanced by the impact of contraction in the wider

advertising market. This resulted in EBITA performance towards the lower end of the range.

2.  While overall cash conversion performance was strong and supported the payout level, it was recognised that performance relative to the target range was partly attributable

to a favourable movement in working capital, in part due to the impact of the US writers and actors strike expected to unwind in 2024. See page 14 for more information.

The annual ESG targets applied for 2023, together with performance against those targets are set out below.

Social purpose goal Scorecard objectives Achievement

Net zero carbon emissions

1

Scope 1 and 2 emissions to be below 7,271 tonnes of CO

2

e, in

line with our SBTi trajectory.

Business travel emissions to be below 39,257 tonnes of

CO

2

e, in line with our SBTi trajectory.

Combined scope 1 and 2 emissions were 42% lower than the

target set for 2023.

Scope 3 business travel emissions were 39% lower than the

target set for 2023.

Actual emissions performance is reflective of reduced

studios output due to the industry strikes during 2023.

100% albert certified

2

100% albert certification for new programmes produced

and commissioned in the UK (excluding acquisitions of

finished programmes and repeats). Certification includes

programme makers taking part in albert’s Creative Offsets

initiative or approved equivalent to make their production

carbon neutral.

In 2023 94% of the programmes produced by ITV Studios

had albert certification. 64% of the shows commissioned by

ITV had albert certification, up from 42% in 2022. There was

good progress made in this area and the business continues

to work 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 65 for more information on delivery of

climate related targets.

Increase diversity on and

off‑screen by the end of 2023

3

To hit the following targets for:

Representation on‑screen

•  50% Women

•  20% People of Colour

•  12% Deaf, Disabled or Neurodiverse

•  7% LGBTQ+

All colleague representation

•  50% Women

•  31.8% from working class backgrounds

•  16.9% People of Colour

•  12% Deaf, Disabled or Neurodiverse

•  7% LGBTQ+

Training

•  80% of managers to have completed ‘Creating Disability

Inclusion’ training and/or ‘License to Hire’ training.

In 2023, progress continued to be made towards our

colleague and on‑screen diversity targets, exceeding or

close to hitting targets for most characteristics. On‑screen

targets were exceeded for LGBTQ+ and People of Colour,

but representation of Deaf, Disabled and Neurodivergent

people was below the target level. Targets were exceeded

for Deaf, Disabled or Neurodivergent colleagues at ITV

(increasing to 12.3% from 11.4% in 2022) as well as women

and LGBTQ+ colleagues. More needs to be done to increase

the representation of People of Colour and colleagues from

a working class background at ITV and the Committee

noted the continuing work to achieve all of ITV’s diversity

targets.

1.  ITV emissions reduction targets and performance are validated and published as part of the Science Based Targets initiative (SBTi) (https://sciencebasedtargets.org/). Further

information on ITV’s Climate Action targets and scope can be found at itvplc.com/socialpurpose and in the Social Purpose section of the Annual Report.

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/).

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132  ITV plc  Annual Report and Accounts 2023

REMUNERATION REPORT CONTINUED

The annual Social Purpose targets goals can be found on our website www.itvplc.com.

The Committee noted the progress that had been made against our ESG targets in 2023 and agreed that based on holistic assessment

against the balanced scorecard this element should deliver an outcome of 75% of maximum.

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

Chief Executive objectives Maximise the potential of ITV Studios globally: by working

to identify, create and deliver opportunities to maximise

scale and increase value.

ITV Studios Iberia set up during the year to be the

exclusive home of ITV Studios’ formats in Spain, joining an

international production and distribution group that spans

13 countries.

Overall, ITV Studios delivered total organic revenue

growth of 3% and adjusted EBITA margin of 13% in the

year. ITV Studios total revenue from streaming platforms

grew to 32%, hitting the target three years early.

Continue to deliver the Digital Transformation agenda:

achieving key programme milestones with particular focus

on digital culture and products.

Key achievements include the stabilisation and growth

of ITVX, including across core partner platforms, and

the delivery of Planet V and ITV’s data strategy in line

with plans.

Phase one of ITV Together went live, delivering changes

in core People and Finance activities.

Delivered the second series of ITV Fast Forward,

to build the digital and data capabilities of colleagues,

with sessions exploring the use of generative AI, design

thinking, machine learning and digital disruptors.

Develop the equity story: by evolving the external

positioning and communication of the successful execution

of the More Than TV Strategy. Highlight the value created by

the strategy through key delivery milestones and the

achievement of KPIs.

Regular engagement with investors and analysts to

update on key achievements and progress against the

strategy, particularly focusing on the value created

through ITV’s digital transformation and digital

revenue growth.

Implement People strategy: with a focus on retaining key

talent and capabilities, and delivering a strong, diverse

succession pipeline of talent, supporting inclusivity and the

delivery of ITV’s DEI plans and KPIs.

70% of colleagues participated in the 2023 engagement

and culture survey, which resulted in an overall ITV

engagement score of 68% (1% higher than the last

survey in 2021).

The Nominations Committee was satisfied with the

talent and succession planning information shared

during the year in respect of the Management Board

and Executive Leadership Team roles, including the

diversity of identified successors.

Group CFO & COO objectives Cost – maintain continuous focus across all divisions and

functions: by executing on current cost savings

programmes; by planning and beginning restructuring of

long‑term cost base; and by focusing on different cost areas

to deliver 2023 cost saving target.

Delivered £24m of permanent cost savings in 2023,

ahead of the £15m target set for the year. A new ongoing

strategic restructuring and efficiency programme has

been established to deliver further cost savings in 2024.

Capital – review allocation and demonstrate clear

returns: by improving capital allocation across divisions; by

demonstrating return on investment; by a focus on working

capital management; and by ensuring effective Group

Investment Committee and streamlining Group approvals

process.

Capital allocation improved in 2023 with a key focus on

returns and business case lead investment proposals.

Equity – ensure clarity of message and drive value

creation: by creating communication plan and materials to

provide clear and simple external messaging; by

establishing ITVX and AVOD as lead KPIs for M&E; and by

evaluating and executing options to increase scale and value

for Studios.

Regular engagement with investors and analysts, focusing

on the value created by the growing global Studios

business and the digital transformation of M&E, through

ITVX and Planet V. ITV Studios Iberia established during

the year, further increasing the scale of ITV Studios.

Digital – increase digital revenues and launch ITV

Together: by maximising revenue opportunities from ITVX;

by driving test and learn mantra using financial data and

insight; and by launching ITV Together and embedding new

ways of working across Finance.

Delivered total digital revenue growth of 19% to £490m,

driven by digital advertising revenue, which was up 21%.

Launched the first phase of ITV Together in April 2023,

delivering changes in core People and Finance activities.

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 80% of maximum for the Chief Executive and 80% of maximum for the Group CFO & COO.

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133ITV plc  Annual Report and Accounts 2023

GOVERNANCE

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.

Outcome

(% of maximum) Total value

Value delivered in

shares under

the DSA Value paid in cash

Carolyn McCall 56.41 £1,025,875 £341,958 £683,917

Chris Kennedy 56.41 £672,839 £224,280 £448,559

The final outcome of 56.41% is below the 81.72% bonus outcome achieved in 2022. This largely reflected the challenging advertising

environment, with depressed advertising volumes impacting performance against the stretching adjusted EBITA target. This was balanced

with outperformance in the Studio’s scripted titles and strong deal making in Global Partnerships, as well as continued strong performance

against the cash conversion target, and successful delivery on key ESG, strategic and individual objectives.

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.

#### Restricted Share awards – Audited

Restricted Share awards were made under the ITV plc Executive Share Plan (the ITV ESP) to Carolyn McCall and Chris Kennedy on 13 May 2021

and were subject to a financial underpin measured to 31 December 2023. Dividends paid accumulated on a reinvestment basis during the

three year vesting period and will be released on the vesting date. The indicative value of these awards are set out below.

Number of

share options

(nil‑cost)

Value at

award date

1

Dividend shares

reinvested at

31 December 2023

2

Number of options

vesting

3

Value at

31 December

2023

4

Carolyn McCall 1,013,062 £1,249,815 150,288 1,163,350 £736,517

Chris Kennedy 615,390 £759,207 91,294 706,684 £447,402

1.  The share price used to calculate the number of shares under award was 123.37 pence (the three‑day trading average of the share price before grant, 13 May 2021).

2.  Dividends earned on the award were reinvested over the vesting period. Subject to shareholder approval, the award will be eligible for the May 2024 dividend payment which has not

been included in the table above.

3.  The vesting share options will become exercisable after a two year holding period on 13 May 2026.

4.  The share price used to value the shares at 31 December 2023 is the average share price for the final quarter of 2023 (63.31 pence).

The ITV ESP was approved by shareholders at the 2021 AGM. The initial award under this Plan was made in May 2021, with grant levels reduced

by 50% compared to the annual LTIP awards granted in previous years.

As disclosed at grant, awards 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.

The Committee retains 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

The Committee has assessed the underpin conditions that apply to the 2021 awards and determined that it is appropriate for these awards to

vest. The Group’s adjusted return on capital was above the Group’s cost of capital based on the 2023 audited results, while the Committee

judged the financial health and sustainability of the business to be robust. The balance sheet remains strong as demonstrated by continued

investment in the business and planned returns to shareholders. The Group performed strongly against key financial and non‑financial

metrics across the vesting period, demonstrating resilience given ongoing macroeconomic challenges. In line with the disclosure requirement,

the award value is shown following the assessment of the underpin. In practice, the value to participants will be based on the share price at the

end of the two year holding period applicable to awards, demonstrating the long‑term performance alignment of the pay structure.

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134  ITV plc  Annual Report and Accounts 2023

REMUNERATION REPORT CONTINUED

Restricted Share awards made in 2023 – Audited

On 28 March 2023 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

share options

(nil cost)

1

Value at award date

Performance

period ends Holding period Release date

Carolyn McCall 132.5 1,643,105 £1,338,802 28 March 2026 2 years 28 March 2028

Chris Kennedy 112.5 998,114 £813,263 28 March 2026 2 years 28 March 2028

1.  Nil cost options were granted based on the average share price on the three trading days preceding the award which was 81.48 pence.

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 assessed at

31 December 2025. As the awards have a performance underpin, there are no performance condition weightings applicable, nor is there a

threshold‑max vesting range. Any vested awards would then be subject to a two year holding period.

For the awards granted in 2023, the 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 2026.

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.

Chair and Non‑executive Directors – Audited

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 was £400k which is unchanged from appointment. For 2023 , the Non‑executive Directors received a 4% increase to the base fee,

which was the first increase to fees paid to Non‑executive Directors since 2016. No increases were made to the other fees.

Fees Taxable benefits

1

Tota l

Notes

2023

£000

2022

£000

2023

£000

2022

£000

2023

£000

2022

£000

Andrew Cosslett (Chair) 2 400 124 1 – 401 124

Dawn Allen 3 18 – – – 18 –

Salman Amin 73 70 1 1 74 71

Peter Bazalgette (former Chair) 4 – 336 – 6 – 342

Edward Bonham Carter 5 102 95 1 1 103 96

Graham Cooke 73 70 1 1 74 71

Margaret Ewing 88 85 1 1 89 86

Marjorie Kaplan 6 23 – – – 23 –

Mary Harris 7 25 77 2 4 27 81

Gidon Katz 8 68 30 1 23 69 53

Anna Manz 9 52 76 1 1 53 77

Sharmila Nebhrajani 10 88 80 – 1 88 81

Duncan Painter 11 67 70 1 1 68 71

1,077 1,113 10 40 1,087 1,153

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 Chair of the Board on 29 September 2022. He received the basic

NED fee up until his appointment as Chair. Following his appointment as Chair his annual fee is £400,000.

3.  Dawn Allen joined the Board and Audit & Risk Committee on 2 October 2023.

4.  Peter Bazalgette stepped down from the Board on 29 September 2022.

5.  Edward Bonham Carter became a member of the Remuneration Committee in April 2023.

6.  Marjorie Kaplan joined the Board on 1 September 2023.

7.  Mary Harris stepped down as Chair of the Remuneration Committee on 29 April 2022 and from the Board on 3 May 2023.

8.  Gidon Katz joined the Board on 18 July 2022.

9.  Anna Manz stepped down from the Board on 31 August 2023.

10.  Sharmila Nebhrajani was appointed Chair of the Remuneration Committee on 29 April 2022.

11.  Duncan Painter stepped down from the Board on 30 November 2023.

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135ITV plc  Annual Report and Accounts 2023

GOVERNANCE

#### Remuneration Policy application in 2024

Executive Directors

The following section provides details of how the Policy will be implemented in 2024.

Salary

Salaries are paid in line with the Policy. Both Executive Directors received an increase of 3% from 1 January 2024 which is in line with other

senior executives, but below the 5‑6% increase applied for the majority of employees. 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 therefore were scaled from 6% for lower paid employees, 5% for mid‑low tier roles, 4% for mid‑high tier

roles and 3% for the more senior executives.

2024 Salary

Carolyn McCall  £1,040,729

Chris Kennedy £744,587

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.

Both Executive Directors receive a cash allowance in lieu of pension of 9% of salary, which is aligned with the wider employee group.

Annual Incentive – Bonus (cash and shares)

The maximum bonus opportunity for 2024 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 2024 annual bonus have been set taking into account internal and external forecasts for company and

market performance and continued strategic investments. Cost savings objectives have been included for 2024, recognising the strategic

importance of reshaping the business for the future. The Board considers the actual targets for 2024 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 2024 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 2023.

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 2024 awards, in line with the performance underpin that applied to awards made in 2023, the 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 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.

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136  ITV plc  Annual Report and Accounts 2023

REMUNERATION REPORT CONTINUED

#### Non‑executive Directors

In line with the Executive Directors the Chair and Non‑executive Directors received a 3% increase to the Board fees from 1 January 2024.

Current fees are as set out below.

1 January 2024

£

1 January 2023

£ % Change

Chair 412,000 400,000 3

Board fee 69,686 67,656 3

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 –

Details of Committee membership can be found on page 82.

#### 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/EC1 (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 2020 and

31 December 2023 compared with the average percentage change for other UK employees.

The figures for all Directors are calculated based on remuneration received in the relevant year as set out in the tables on pages 130 and 134.

For base salary/fees, part year figures have been pro‑rated up 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.

Notes

2022‑2023 2021‑2022 2020‑2021 2019‑2020

Salary/fee

change%

Benefits

change%

Bonus

change%

Salary/fee

change %

Benefits

change %

Bonus

change %

Salary/fee

change %

Benefits

change %

Bonus

change %

Salary/fee

change %

Benefits

change %

Bonus

change %

Average employee 1 8 5 (27) 4 3 (11) 4 5 – 4 6 –

Salman Amin 2 4 – – – 51 – 13 140 – (12) (81) –

Dawn Allen 2, 5 – – – – – – – – – – – –

Edward Bonham Carter 2, 6 7 – – – 51 – 13 140 – (12) (92) –

Graham Cooke 2 4 – – 6 51 – 15 – – – – –

Andrew Cosslett (Chair) 2, 7 – 100 – – – – – – – – – –

Margaret Ewing 2 3 – – – – – 13 – – (12) (92) –

Marjorie Kaplan 2, 8 – – – – – – – – – – – –

Mary Harris  2, 9 (5) (50) – (18) 63 – 13 155 – (12) (84) –

Gidon Katz 2, 10 4 (96) – – – – – – – – – –

Chris Kennedy (Group CFO & COO)  3, 4 4 – (28) 3 3 (12) 13 12 – (10) (9) –

Anna Manz 2, 11 3 – – – 51 – 13 140 – (12) (88) –

Carolyn McCall (Chief Executive)  3, 4 4 – (28) 3 3 (13) 13 12 – (10) (9) –

Sharmila Nebhrajani 2,12 9 (100) – 12 78 – 13 – – – – –

Duncan Painter 2, 13 4  – – – 51 – 13 140 – (11) (88) –

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 taxable benefits disclosed under the Non‑executive Directors’ remuneration in the table on page 134. Taxable benefits for Non‑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 2021‑2022 are primarily due to the attendance at two board dinners in the year, against one dinner in 2021.

3.  Calculated using the data from the single figure table on page 130. 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 comparator 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.  Dawn Allen joined the Board on 2 October 2023 and therefore no comparison has been provided to 2022.

6.  Edward Bonham Carter became a member of the Remuneration Committee in April 2023.

7.  Andrew Cosslett joined the Board in June 2022. To enable a comparison for the purposes of this disclosure, his 2022 fees have been pro‑rated up.

8.  Marjorie Kaplan joined the Board on 1 September 2023 and therefore no comparison has been provided to 2022.

9.  Mary Harris stepped down as Remuneration Committee Chair in April 2022 and from the Board in May 2023 and received fees up to this point only. To enable a comparison for the

purposes of this disclosure, her 2023 fees have been pro‑rated up.

10.  Gidon Katz joined the Board in July 2022. To enable a comparison for the purposes of this disclosure, his 2022 fees have been pro‑rated up.

11.  Anna Manz stepped down from the Board in August 2023 and received fees up to this point only. To enable a comparison for the purposes of this disclosure, her 2023 fees have been

pro‑rated up.

12. Sharmila Nebhrajani was appointed as Chair of the Remuneration Committee in May 2022.

13. Duncan Painter stepped down from the Board in November 2023 and received fees up to this point only. To enable a comparison for the purposes of this disclosure, his 2023 fees

have been pro‑rated up.

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137ITV plc  Annual Report and Accounts 2023

GOVERNANCE

#### CEO pay ratio

Year Methodology 25th percentile pay ratio Median pay ratio 75th percentile pay ratio

2023 Option A 70.1 52:1 38.1

2022 Option A 93:1 69:1 50.1

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 at 31 December 2023, Option A in the Reporting Regulations. This method is the most statistically accurate approach and aligned

with majority practice in the FTSE 250.

Our 2022 ratios have been updated to reflect the final actual 2022 remuneration values for the CEO and all other employees. Our 2023 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 2023 ratios will be restated in the 2024 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:

2023

CEO 25th percentile Median 75th percentile

Salary £1,010,416 £36,450 £46,339 £71,055

Total remuneration £2,881,440 £41,448 £55,393 £76,714

2022

CEO 25th percentile Median 75th percentile

Salary £971,554 £31,502 £46,891 £64,771

Total remuneration £3,689,906 £39,849 £53,485 £73,558

The median pay ratio for 2023 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 Company‑wide annual pay review increases of 4‑6% in January 2023, with the higher increases made to

employees at lower pay levels. We also remain committed to ensuring colleagues earn at least the real Living Wage or higher.

To help our employees manage with the rising cost of living, over 80% of UK employees received a payment of £1,000 each in January 2023.

This followed a previous payment of £1,000 that was made in October 2022. An annual bonus arrangement extends to all employees who don’t

participate in a management or sales bonus scheme and is paid in March each year. The 2023 employee bonus opportunity was up to £2,000,

based on ITV plc EBITA performance, and the actual payout was up to £764 for every eligible employee. All comparator employees identified in

the pay ratio calculations were eligible for the employee bonus and the cost of living payment.

Our 2023 pay ratios have reduced because the total remuneration figure for the CEO is lower than in previous years. 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. The total remuneration values for the comparator employees have also all increased year‑on‑year.

#### Other Disclosures

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.

Prior to the finalisation of the 2024 Remuneration Policy, the Committee consulted with major shareholders to consider their views. We intend

to maintain a dialogue with our shareholders in future years, particularly when the Committee anticipates any substantial change to the

remuneration framework.

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138  ITV plc  Annual Report and Accounts 2023

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. The Committee notes the release by the FRC of the revised

Corporate Governance Code 2024 and will work to ensure full compliance.

#### IMPACT OF THE 2018 CORPORATE GOVERNANCE CODE

Clarity

Code provision: Remuneration

arrangements should be transparent and

promote effective engagement with

shareholders and the workforce.

•  The presentation of the Remuneration Report is intended to provide clarity on the Company’s approach

•  We aim to be completely transparent about our remuneration policy and arrangements and comply with

certain disclosure requirements ahead of when we are required to do so for openness and transparency

•  Great importance placed on engaging with our stakeholders, particularly with shareholders and the workforce

on remuneration. The Chief People Officer attends all Committee meetings and our Workforce Engagement

Director, Graham Cooke, 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 structures

should avoid complexity and their rationale

and operation should be easy to

understand.

The Company operates an approach to remuneration that is simple to understand and familiar to key

stakeholders and has three key elements:

•  Fixed element: comprising base salary, taxable benefits and a pension allowance

•  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

arrangements should ensure reputational

and other risks from excessive rewards,

and behavioural risks that might arise from

target‑based incentive plans, are identified

and mitigated.

A combination of short and long‑term incentives with the majority delivered in shares encourages Executive

Directors to deliver long‑term sustainable shareholder returns, discouraging decision‑making that only focuses

on the short term.

The Committee retains flexibility to adjust payments through malus and clawback provisions, and an overriding

discretion to depart from formulaic outcomes where behaviours may be viewed as inappropriate or criteria on

which the award was based do not reflect the underlying performance of the Company.

Predictability

Code provision: The range of possible

values of awards to individual directors and

any other limits or discretions should be

identified and explained at the time of

approving the policy.

Shareholders are kept fully informed and consulted on the values that can be earned under the incentive plans

for different levels of performance.

The Remuneration Policy provides estimates of potential future reward in different performance scenarios.

Proportionality

Code provision: The link between

individual awards, the delivery of strategy

and the long‑term performance of the

Company should be clear. Outcomes

should not reward poor performance.

The Restricted Share awards reward the creation of shareholder value, which ultimately focuses on the

long‑term achievement of strategic deliverables.

Performance measures and personal objectives in the bonus are designed to align with strategy and financial

performance and provide for a range of pay out levels which are dependent on and linked to Company

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 should

drive behaviours consistent with company

purpose, values and strategy.

When considering the alignment of incentive plans and culture the Committee considers the following:

•  Metrics: ensuring that performance targets are aligned to culture and do not drive the wrong behaviours

•  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 elements 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

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139ITV plc  Annual Report and Accounts 2023

GOVERNANCE

Payments to past Directors ‑ Audited

There were no payments made to past Directors in 2023.

Payments for loss of office ‑ Audited

There were no payments made to Directors for loss of office in 2023.

Directors’ share interests and post‑cessation shareholding ‑ Audited

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.

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 must increase their holdings 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 (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 2023. To show alignment with the shareholding guidelines the net number of unvested share awards not subject to

performance conditions and the vested LTIP in holding periods 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

Notes

Unconditional

shares held at

31 December

2023

1

Restricted

shares held at

31 December

2023

2

Restricted

shares held at

31 December

2023

3

% shareholding

guidelines met

4

Unconditional

shares held at

31 December

2022

% of salary/fees

required

to be held under

shareholding

guidelines

Executive Directors

Carolyn McCall

1,721,466 1,716,030 2,117,214 134  1,277,456  400

Chris Kennedy 664,596 1,077,956 1,286,114 166  458,368  225

Non‑executive Directors

Dawn Allen

5 – – – – –  100

Salman Amin 50,674 – – 103  50,674  100

Edward Bonham Carter 100,000 – – 124  100,000  100

Graham Cooke 6 – – – –  –  100

Andrew Cosslett 621,242 – – 114  621,242  100

Margaret Ewing 7 57,700 – – 97  57,700  100

Marjorie Kaplan 8 – – – – – 100

Mary Harris 9 – – – – 90,517  100

Gidon Katz 10 75,000 – – 83  75,000  100

Anna Manz 11 – – – –  46,312  100

Sharmila Nebhrajani 12 15,620 – – 21  10,000  100

Duncan Painter 13 – – – –  82,087  100

1.  Shares beneficially held by Directors and family interests.

2.  Restricted Share awards under the DSA and LTIP subject to continued service are accounted for on a net of tax basis.

3.  Restricted Share awards under the ESP subject to performance underpin are accounted for on a net of tax basis.

4.  In order to reflect economic exposure, shareholding guidelines are assessed on the greater of the share price on 31 December 2023 (63.28 pence) and the value at acquisition/grant.

5.  Dawn Allen was appointed to the Board on 2 October 2023 and has until 2029 to meet her shareholding requirements.

6.  Graham Cooke was appointed to the Board on 1 May 2020 and has until 2026 to meet his shareholding requirements.

7.  Following an increase to fees in 2023 Margaret Ewing’s interest has fallen to 97%. Shares will be acquired at the earliest opportunity to ensure full compliance with the requirement

to hold shares with a value of 100% of the basic fees.

8.  Marjorie Kaplan was appointed to the Board on 1 September 2023 and has until 2029 to meet her shareholding requirements.

9.  Mary Harris stepped down from the Board on 3 May 2023.

10.  Gidon Katz was appointed to the Board on 18 July 2022 and has until 2028 to meet his shareholding requirements.

11.  Anna Manz stepped down from the Board on 31 August 2023.

12. Sharmila Nebhrajani was appointed to the Board on 10 December 2020 and has until 2026 to meet her shareholding requirements.

13. Duncan Painter stepped down from the Board on 30 November 2023.

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140  ITV plc  Annual Report and Accounts 2023

REMUNERATION REPORT CONTINUED

Outstanding interests under share plans

The following tables provide details of the Executive Directors’ interests in outstanding share awards.

Notes

At

1 January

2023

Awarded

in year

Vested

in year

Exercised

in year

Lapsed

in year

At

31 December

2023

Share price

used for

award

(pence)

Share

option

price

(pence)

Share

price at

exercise

(pence)

Vesting

date

Holding

period

ends

Carolyn McCall

LTIP

28 March 2018 1 144,989 – – 144,989 – – 145.25 – 80.83

28 March

2021

28 March

2023

28 March 2019 1 692,937 – – – – 692,937 126.37 – –

28 March

2022

28 March

2024

6 April 2020 1 3,575,495 –  1,393,013  –  2,182,482  1,393,013 69.91 – –

6 April

2023

6 April

2025

ESP

13 May 2021 2 1,013,062 – – – – 1,013,062 123.37 – –

13 May

2024

13 May

2026

28 March 2022 2 1,338,577 – – – – 1,338,577 96.17 – –

28 March

2025

28 March

2027

28 March 2023 2 – 1,643,105 – – – 1,643,105 81.48 – –

28 March

2026

28 March

2028

DSA

3

6 April 2020 4 692,767 – 692,767 692,767 – – 69.91 – 80.82

6 April

2023

28 March 2022 567,177 – – – – 567,177 96.17 – –

28 March

2025

28 March 2023 5 –  584,666  – – – 584,666 81.48 – –

28 March

2026

Chris Kennedy

LTIP

28 March 2019 1 420,928 – – – – 420,928 126.37 – –

28 March

2022

28 March

2024

6 April 2020 1 2,171,954 – 846,194 – 1,325,760 846,194 69.91 – –

6 April

2023

6 April

2025

ESP

13 May 2021 2 615,390 – – – – 615,390 123.37 – –

13 May

2024

13 May

2026

28 March 2022 2 813,126 – – – – 813,126 96.17 – –

28 March

2025

28 March

2027

28 March 2023 2 – 998,114 – – – 998,114 81.48 – –

28 March

2026

28 March

2028

DSA

3

6 April 2020 4 389,111 – 389,111  389,111  – – 69.91 – 80.82

6 April

2023

28 March 2022 367,120 – – – – 367,120 96.17 – –

28 March

2025

28 March 2023 5 – 383,421 – – – 383,421 81.48 – –

28 March

2026

SAYE

7 April 2020 6 24,426 – – – 24,426 – 92.11 73.69 –

1 June

2023

13 September 2023 6 – 32,907 – – –  32,907  70.46 56.37 –

1 November

2026

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.

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 £1,338,801 and to Chris Kennedy was £813,262.

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 139.

5.  Awards under the DSA were granted as nil cost options and become exercisable after three years subject to continued employment. The face value of awards granted in the financial

year to Carolyn McCall was £476,385 and to Chris Kennedy was £312,411. Awards were granted based on the average share price on the three trading days preceding the award.

6.  Share options under the SAYE were granted at a 20% discount of the ITV share price at the time of grant.

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141ITV plc  Annual Report and Accounts 2023

GOVERNANCE

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

2023

£000

Carolyn McCall Bridgepoint Group plc 107

Chris Kennedy Whitbread plc 87

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 Chair, has a letter of appointment 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 Chair). 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 2024. Details of appointment and tenure are set out in the table on page 77

to 78.

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 119.

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 £88,400 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.

2023

£m

2022

£m % Change

Employee pay

1

693 631 10

Ordinary dividend 201 201 –

Employee headcount

2

6,869 6,677 3

1.  Employee pay is the total remuneration paid to all employees across ITV on a fulltime equivalent basis. More detail is set out in note 2.1 to the financial statements.

2.  Employee headcount is the monthly average number of employees across ITV on a fulltime equivalent basis. More detail is set out in note 2.1 to the financial statements.

This number is included to contextualise the employee pay figure.

There were no share buybacks during either year.

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142  ITV plc  Annual Report and Accounts 2023

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 2023.

The FTSE 100 was chosen as ITV has been a member of the FTSE 100 during the ten year period.

31/12/2013 31/12/2014 31/12/2015 31/12/2016 31/12/2017 31/12/2018 31/12/2019 31/12/202331/12/202231/12/202131/12/2020

ITV FTSE 100

Source: Thomson Reuters Datastream

TSR (rebased to 100 at 31 December 2013)

0

20

40

60

80

100

120

140

160

180

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.

Tota l

remuneration

£000

Bonus %

of maximum

Award vesting

% of maximum Award type

2023 Carolyn McCall 2,881 56.41 100 ESP

2022 Carolyn McCall 3,690 81.72 38.96 LTIP

2021 Carolyn McCall 3,307 96.38 35.82 LTIP

2020 Carolyn McCall 1,150 – 8.83 LTIP

2019 Carolyn McCall 3,122 87.5 62.35 LTIP

2018 Carolyn McCall 3,695 73.6 – LTIP

2017 Peter Bazalgette (for the six month period served) 225 – – LTIP

Adam Crozier (for the six month period served) 2,050 97.9 63 LTIP

2016 Adam Crozier 3,632 40 80 LTIP

2015 Adam Crozier 3,881 96 75 LTIP

2014 Adam Crozier 4,842 94 75 LTIP

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 2023 AGM, the majority of investors and mainstream proxy voting agencies were supportive of the Remuneration Report. The Committee

recognises that a limited minority of shareholders opted to not support the Director’s Remuneration Report, and it is understood that this was

driven by a mix of factors. Select shareholders continue to retain reservations regarding the remuneration policy, which was approved by 92%

of shareholders in 2021, and is subject to renewal at the 2024 AGM. Voting in some cases was partially influenced by broader company factors

not directly related to our pay practices. An extensive shareholder consultation was undertaken by the Committee in 2023 in advance of the

Policy renewal, with shareholders given the opportunity to raise these concerns. 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 (2023 AGM) 2,467,727,854 88.23 329,265,772 11.77 2,796,957,548 52,988,620

This Remuneration Report was approved by the Board on 7 March 2024 and has been signed on behalf of the Directors by

SHARMILA NEBHRAJANI OBE

CHAIR, REMUNERATION COMMITTEE

7 March 2024

![]()

143ITV plc  Annual Report and Accounts 2023

GOVERNANCE

DIRECTORS’ REPORT

The Directors present their Annual Report and the audited consolidated and

parent company financial statements for the year ended 31 December 2023.

The Directors’ Report comprises this report and the entire Governance section including the Chair’s Governance Statement. In accordance

with the Financial Conduct Authority’s Listing Rules, the information to be included in the 2023 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 35

Corporate Governance Report

See pages 75 to 142

Culture

See pages 96 to 99

Directors’ service contracts

See page 126

Employee engagement and involvement

See pages 94 to 95

Employee equality, diversity, reward, investment and inclusion

See pages 37 to 39

Future developments of the business of the Group

See pages 10 to 11

Membership of the Board during the 2023 financial year

See page 77 to 78

Research and development

See pages 10 to 11

Stakeholder engagement and Company’s business relationships

See pages 84 to 91

#### 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.itvplc.com/investors/governance

Auditor: The external auditor for the 2023 financial year was PricewaterhouseCoopers LLP. The Independent Auditor’s Report starting

on page 149 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 2 May 2024.

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 2023 subject to shareholder approval at the

AGM on 2 May 2024. The final dividend will be paid on 23 May 2024 to shareholders on the register on 12 April 2024 (the record date). The

ex‑dividend date is 11 April 2024. For more information please refer to page 5.

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

2023 AGM. During 2023 there were no payments made by the Group falling within this definition (2022: nil). The Directors will seek to renew this

authority at the 2024 AGM.

Branches: Branches of the Group outside the United Kingdom are indicated in the Subsidiary undertakings and investments section on pages

238 to 242.

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144  ITV plc  Annual Report and Accounts 2023

DIRECTORS’ REPORT CONTINUED

#### Directors

Appointments: A table showing Directors who served in the year and to the date of this report can be found on page 82. Biographies for

Directors currently in office can be found on pages 77 and 78 and on our website.

www.itvplc.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 or re‑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).

www.itvplc.com/investors/governance

At the 2023 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

Under these authorities 27 million shares were allotted and no shares were bought back during the 2023 financial year and up to the date of this

report. On 7 March 2024 ITV announced that it had commenced a programme to purchase the Company’s shares up to a maximum

consideration of £235 million using the authority granted by shareholders at the 2023 AGM. The continuation of the programme after the 2024

AGM is subject to shareholder authority being granted at the 2024 AGM and, following the expiry of such authority, the shareholder authority

granted at the Company’s Annual General Meeting to be held in 2025.

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 2023 financial year.

#### 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 55 to 64. 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 162. 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.

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145ITV plc  Annual Report and Accounts 2023

GOVERNANCE

#### Subsequent events

For details on post balance sheet events see note 5.3 on page 226.

#### 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 one committee: Corporate Affairs. The Corporate Affairs Committee is convened as and when appropriate for

dealing with any corporate activities that may arise. The Trustee board holds 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 was due as at 1 January 2023 with the

exercises expected to be completed within the statutory deadline of 31 March 2024.

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 was due as at 1 July 2023.

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 2023 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.

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146  ITV plc  Annual Report and Accounts 2023

DIRECTORS’ REPORT CONTINUED

#### Shares

Issued share capital: At the date of this report, there were 4,052,409,194 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 2023 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 are 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 7 March 2024, the information in the table below had been received, in accordance with DTR5, 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

Liberty Global Incorporated Limited 9.90 – 9.90 398,515,510

RWC Asset Management LLP 5.67 – 5.67 228,339,000

Schroders plc 5.22 0.01 5.23 210,615,274

Silchester International Investors LLT – 5.00 5.00 202,667,604

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147ITV plc  Annual Report and Accounts 2023

GOVERNANCE

#### Statement of Directors’ Responsibilities

The Directors consider that the Annual Report and Accounts, taken as a whole, is fair, balanced and understandable and provides the

information necessary for shareholders to assess the Group’s and Company’s position and performance, business model and strategy.

Each of the Directors, whose names and functions are listed in the Board of Directors section on pages 77 to 78 confirm that, to the best of their

knowledge:

•  The Group financial statements, which have been prepared in accordance with UK‑adopted international accounting standards, give a true

and fair view of the assets, liabilities, financial position and profit of the Group

•  The Company financial statements, which have been prepared in accordance with United Kingdom Accounting Standards, comprising FRS

101, give a true and fair view of the assets, liabilities and financial position of the Company

•  The Strategic Report contained on pages 1 to 74 includes a fair review of the development and performance of the business and the position

of the Group and Company, together with a description of the principal risks and uncertainties that it faces

In the case of each Director in office at the date the Directors’ Report is approved:

•  So far as the Director is aware, there is no relevant audit information of which the Group’s and Company’s auditors are unaware

•  They have taken all the steps that they ought to have taken as a Director in order to make themselves aware of any relevant audit information

and to establish that the Group’s and Company’s auditors are aware of that information

The Directors are responsible for preparing the Annual Report and Accounts and the financial statements in accordance with applicable law

and regulation.

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have prepared the

Group financial statements in accordance with UK‑adopted international accounting standards and the Company financial statements in

accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 101

‘Reduced Disclosure Framework’, and applicable law).

Under company law, Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the

state of affairs of the Group and Company and of the profit or loss of the Group for that period. In preparing the financial statements, the

Directors are required to:

•  Select suitable accounting policies and then apply them consistently

•  State whether applicable UK‑adopted international accounting standards have been followed for the Group financial statements and

United Kingdom Accounting Standards, comprising FRS 101 have been followed for the Company financial statements, subject to any

material departures disclosed and explained in the financial statements

•  Make judgements and accounting estimates that are reasonable and prudent

•  Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and Company will continue

in business

The Directors are responsible for safeguarding the assets of the Group and Company and hence for taking reasonable steps for the prevention

and detection of fraud and other irregularities.

The Directors are also responsible for keeping adequate accounting records that are sufficient to show and explain the Group’s and Company’s

transactions and disclose with reasonable accuracy at any time the financial position of the Group and Company and enable them to ensure

that the financial statements and the Directors’ Remuneration Report comply with the Companies Act 2006.

The Directors are responsible for the maintenance and integrity of the Company’s website. Legislation in the United Kingdom governing the

preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

By order of the Board

CHRIS KENNEDY

GROUP CFO & COO

7 March 2024

ITV plc

Registered Number: 4967001

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148  ITV plc  Annual Report and Accounts 2023

#### FINANCIAL STATEMENTS

In this

section

The financial statements have been presented in a style that attempts to make them less complex and

more relevant to shareholders 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.

Keeping

it simple

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  149

Primary Statements  156

Consolidated Income Statement  156

Consolidated Statement of Comprehensive Income  157

Consolidated Statement of Financial Position  158

Consolidated Statement of Changes in Equity  159

Consolidated Statement of Cash Flows  161

Section 1: Basis of Preparation  162

Section 2: Results for the Year  166

2.1 Profit before tax  166

2.2 Exceptional items  172

2.3 Taxation  17

4

2.4 Earnings per share  178

Section 3: Operating Assets and Liabilities  180

3.1 Working capital  180

3.2 Property, plant and equipment  185

3.3 Intangible assets  187

3.4 Assets classified as held for sale  192

3.5 Investments  193

3.6 Provisions  19

4

3.7 Pensions  196

Section 4: Capital Structure and Financing Costs  205

4.1 Net debt  205

4.2 Borrowings  207

4.3 Managing market risks: derivative financial instruments  209

4.4 Net financing costs  218

4.5 Fair value hierarchy  219

4.6 Lease liabilities  221

4.7 Equity  222

4.8 Share-based compensation  223

Section 5: Other Notes  225

5.1 Related party transactions  225

5.2 Contingent assets and liabilities  226

5.3 Subsequent events  226

5.

4

Subsidiaries exempt from audit  227

ITV plc Company Financial Statements  229

Notes to the ITV plc Company Financial Statements  231

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149ITV plc  Annual Report and Accounts 2023

FINANCIAL STATEMENTS

#### 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 2023 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)

•  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 and Accounts 2023 (the ″Annual Report″), which comprise: the

Consolidated and Company Statements of Financial Position as at 31 December 2023; the Consolidated Income Statement, the

Consolidated Statement of Comprehensive Income, the Consolidated and Company Statements of Changes in Equity; and the

Consolidated Statement of Cash Flows for the year then ended; and the notes to the financial statements, comprising material accounting

policy information and other explanatory information.

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 eight components, covering components in the UK, the USA and the Netherlands

•  Additionally, we performed a financial statement line item audit over six large balances across four components

•  Taken together, the entities over which audit work was performed accounted for 79% of the Group’s external revenue and 78% of the

Group’s absolute 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 investments (Company)

Materiality

•  Overall Group materiality: £23.5 million (2022: £28.2 million) based on 5% of the three-year average Group profit before tax adjusted to

exclude operating exceptional items

•  Overall Company materiality: £71.0 million (2022: £ 64.9 million) based on 1% of the Company’s total assets

•  Performance materiality: £17.5 million (2022: £ 21.1 million) (Group) and £53.3 million (2022: £48.6 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.

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150  ITV plc  Annual Report and Accounts 2023

#### INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF ITV PLC

#### CONTINUED

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 investments is a new key audit matter this year for the Company. Recoverability of amounts owed by subsidiary

undertakings, which was a key audit matter last year, is no longer included because of the increased focus on the impairment assessment

associated with the investment carrying value as a result of the performance in the year. Otherwise, the key audit matters below are

consistent with last year.

Key audit matter  How our audit addressed the key audit matter

Valuation of gross defined benefit pension scheme obligations (Group)

Refer to note 3.7 in the financial statements. The Group had gross

defined benefit scheme obligations of £2,194 million (2022: £2,292

million) recognised at 31 December 2023, which are significant in the

context of the overall Consolidated Statement of Financial Position.

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 in selecting appropriate assumptions and to calculate the

schemes’ liabilities.

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 against our internal acceptable

ranges set based on market data

•  Reviewing the methodology and actuarial models used by external

actuaries to assess their appropriateness and testing the

Consolidated Statement of Financial Position liability and

movements over the year

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. We assessed the

related disclosures included in the Group financial statements

and consider them to be appropriate.

Valuation of complex pension scheme assets (Group)

Refer to note 3.7 in the financial statements. The Group had gross

defined benefit scheme assets of £2,355 million (2022: £2,437 million)

recognised at 31 December 2023, which are significant in the

context of the overall Consolidated Statement of Financial Position.

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 obtained independent confirmations from the investment

managers to confirm the valuation of the scheme assets at the

Consolidated Statement of Financial Position date.

We understood management’s processes and controls for

monitoring and review of complex asset valuations. 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 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.

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151ITV plc  Annual Report and Accounts 2023

FINANCIAL STATEMENTS

Key audit matter  How our audit addressed the key audit matter

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

Refer to notes 2.2 and 3.6 in the financial statements. The Group

recorded significant exceptional items of £77 million (2022:

£65 million) which were included on the face of the Consolidated

Income Statement and disclosed 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. The Group had recorded a provision of

£52 million (2022: £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 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 impact of these items. We assessed the

appropriateness and completeness of the disclosures included in

the Group financial statements and the levels of equal prominence

of GAAP and non-GAAP measures within the Annual Report.

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 and quantum 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.

We noted that there remains 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 is consistent with the Group’s

policy, and the Annual Report disclosures, including the Box Clever

matter, are appropriate.

Recoverability of investments (Company)

Refer to Note iii in the financial statements. At 31 December 2023

the Company held investments in subsidiaries with a carrying

value of £3,224 million (2022: £3,224 million). The fall in market

capitalisation below the carrying value of the investments at

31 December 2023 is considered to be an impairment indicator and,

as a result, management performed an impairment assessment.

Management prepared a Value in Use (‘VIU’) model which includes

j

udgements regarding the future cash flows of the Group.

The model is based on the first three years of the Board approved

five year plan and incorporates a terminal growth rate into

perpetuity. Through this assessment, management identified that

the VIU of the trading entities exceeded the carrying value of the

Company’s investments, therefore concluding that no impairment

was required.

We performed the following procedures:

•  Understood the basis of preparation of the forecasts

•  Ensured the model used is consistent with the forecast and

assumptions used elsewhere in the business (including the

goodwill impairment assessment and going concern)

•  Supported by PwC valuations experts, we reviewed and challenged

management’s independent discount rate and terminal growth

rate for appropriateness

•  Completed mathematical accuracy checks over the model

•  Based on our procedures we are satisfied that the carrying value

of the investments is supportable

We also evaluated the disclosures in Note iii Investments in

subsidiary undertakings, which we consider to be appropriate.

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), ITV 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 profit before tax and operating exceptional items, we identified two financially

significant components, M&E and UK Studios, which, in our view, required an audit of their complete financial information. We identified an

additional six 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

over six large balances across four components, 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 large balances 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 the USA.

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152  ITV plc  Annual Report and Accounts 2023

#### INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF ITV PLC

#### CONTINUED

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 79% of the Group’s external revenue, and 78% of the

Group’s absolute 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 the 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 ‘Climate

Related Financial Disclosures’ 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 the

impairment analysis and in the going concern and viability assessments. 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.

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 – Company

Overall materiality  £23.5 million (2022: £28.2 million)  £71.0 million (2022: £ 64.9 million)

How we determined it  5% of the three-year average Group profit

before tax adjusted to exclude operating

exceptional items

1% of the Company’s total assets

Rationale for benchmark applied  We consider the most appropriate benchmark

on which to calculate materiality is the Group’s

adjusted profit before tax adjusted to exclude

operating exceptional items as it is one of the

key indicators of financial performance of the

Group. We use a three year average due to the

volatility of earnings.

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

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 £4.3 million and £20.0 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% (2022: 75%) of overall materiality, amounting to £17.5 million (2022: £ 21.1 million) for the Group

financial statements and £53.3 million (2022: £48.6 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 £1.1 million

(Group and Company audit) (2022: £1.4 million) as well as misstatements below those amounts that, in our view, warranted reporting for

qualitative reasons.

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153ITV plc  Annual Report and Accounts 2023

FINANCIAL STATEMENTS

#### 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

twelve 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. 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 2023 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.

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154  ITV plc  Annual Report and Accounts 2023

#### INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF ITV PLC

#### CONTINUED

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 twelve 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

•  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

•  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 competition law, 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 and tax legislation. 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 internal and external 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

•  Reviewing financial statement disclosures and testing to supporting documentation

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155ITV plc  Annual Report and Accounts 2023

FINANCIAL STATEMENTS

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.

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 three years, covering the years ended 31 December 2021 to 31 December 2023.

#### OTHER MATTER

In due course, as required by the Financial Conduct Authority Disclosure Guidance and Transparency Rule 4.1.14R, these financial

statements will 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 will be 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

7 March 2024

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156  ITV plc  Annual Report and Accounts 2023

#### CONSOLIDATED INCOME STATEMENT

|  |  |  |  |
| --- | --- | --- | --- |
|  |  | 2023 | 2022 |
| For the year ended 31 December | Note | £m | £m |
| Revenue | 2.1 | 3,624 | 3,728 |
| Operating costs | 2.1 | (3,386) | (3,209) |
| Operating profit |  | 238 | 51 9 |
| Presented as: |  |  |  |
| Earnings before interest, tax and amortisation (EBITA) before exceptional items | 2.1 | 404 | 668 |
| Operating exceptional items | 2.2 | (77) | (65) |
| Amortisation and impairment | 3.3, 3.5 | (89) | (84) |
| Operating profit |  | 238 | 519 |
| Financing income | 4.4 | 25 | 13 |
| Financing costs | 4.4 | (70) | (39) |
| Net financing costs |  | (45) | (26) |
| Share of profits after tax of joint ventures and associated undertakings | 3.5 | – | 8 |
| Profit before tax |  | 193 | 501 |
| Taxation | 2.3 | 16 | (66) |
| Profit for the year |  | 20 9 | 435 |
| Profit/(loss) attributable to: |  |  |  |
| Owners of the Company |  | 210 | 428 |
| Non-controlling interests | 4.7.6 | (1) | 7 |
| Profit for the year |  | 20 9 | 435 |
| Earnings per share |  |  |  |
| Basic earnings per share | 2.4 | 5.2p | 10.7p |
| Diluted earnings per share | 2.4 | 5.2p | 10.6p |

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157ITV plc  Annual Report and Accounts 2023

FINANCIAL STATEMENTS

#### CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

|  |  |  |  |
| --- | --- | --- | --- |
|  |  | 2023 | 2022 |
| For the year ended 31 December | Note | £m | £m |
| Profit for the year |  | 20 9 | 435 |
| Other comprehensive (expense)/income: |  |  |  |
| Items that are or may be reclassified to profit or loss |  |  |  |
| Revaluation of financial assets | 4.7.4 | (1) | (1 9) |
| Net gain/(loss) on cash flow hedges and costs of hedging | 4.7.3 | 12 | (2) |
| Exchange differences on translation of foreign operations | 4.7.3 | (42) | 75 |
| Income tax (charge)/credit on items that may be reclassified to profit or loss | 2.3 | (3) | 6 |
| Items that will never be reclassified to profit or loss |  |  |  |
| Remeasurement (losses)/gains on defined benefit pension schemes | 3.7 | (35) | 80 |
| Income tax credit/(charge) on items that will never be reclassified to profit or loss | 2.3 | 9 | (23) |
| Other comprehensive (expense)/income for the year, net of income tax |  | (60) | 117 |
| Total comprehensive income for the year |  | 149 | 552 |
| Total comprehensive income/(expense) attributable to: |  |  |  |
| Owners of the Company |  | 154 | 537 |
| Non-controlling interests | 4.7.6 | (5) | 15 |
| Total comprehensive income for the year |  | 149 | 552 |

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158  ITV plc  Annual Report and Accounts 2023

#### CONSOLIDATED STATEMENT OF FINANCIAL POSITION

|  |  |  |  |
| --- | --- | --- | --- |
|  |  | 31 December 2023 | 31 December 2022 |
|  | Note | £m | £m |
| Non-current assets |  |  |  |
| Property, plant and equipment | 3.2 | 263 | 286 |
| Intangible assets | 3.3 | 1,542 | 1,609 |
| Investments in joint ventures, associates and equity investments | 3.5 | 68 | 130 |
| Derivative financial instruments | 4.3 | 1 | 2 |
| Distribution rights | 3.1.2 | 14 | 17 |
| Contract assets | 3.1.6 | 13 | – |
| Defined benefit pension surplus | 3.7 | 187 | 172 |
| Other pension asset | 3.7 | 48 | 47 |
| Deferred tax asset | 2.3 | 6 | 19 |
|  |  | 2,142 | 2,282 |
| Current assets |  |  |  |
| Programme rights and other inventory | 3.1.1 | 413 | 377 |
| Trade and other receivables due within one year | 3.1.3 | 630 | 692 |
| Trade and other receivables due after more than one year | 3.1.3 | 62 | 44 |
| Trade and other receivables |  | 692 | 736 |
| Contract assets | 3.1.6 | 189 | 185 |
| Production inventories | 3.1.7 | 23 4 | 493 |
| Current tax receivable | 2.3 | 111 | 52 |
| Derivative financial instruments | 4.3 | 4 | 2 |
| Assets classified as held for sale | 3.4 | 66 | – |
| Cash and cash equivalents | 4.1 | 340 | 34 8 |
|  |  | 2,049 | 2,193 |
| Current liabilities |  |  |  |
| Borrowings | 4.1, 4.2 | (5) | (289) |
| Lease liabilities | 4.6 | (18) | (2 1) |
| Derivative financial instruments | 4.3 | (1) | (7) |
| Trade and other payables due within one year | 3.1.4 | (950) | (901) |
| Trade payables due after more than one year | 3.1.5 | (25) | (17) |
| Trade and other payables |  | (975) | (918) |
| Contract liabilities | 3.1.6 | (187) | (372) |
| Current tax liabilities | 2.3 | – | (7) |
| Provisions | 3.6 | (137) | (139) |
|  |  | (1,323) | (1,753) |
| Net current assets |  | 726 | 440 |
| Non-current liabilities |  |  |  |
| Borrowings | 4.1, 4.2 | (7 58) | (541) |
| Lease liabilities | 4.6 | (97) | (111) |
| Derivative financial instruments | 4.3 | (16) | (8) |
| Defined benefit pension deficit | 3.7 | (26) | (27) |
| Deferred tax liabilities | 2.3 | (59) | (57) |
| Other payables | 3.1.5 | (67) | (72) |
| Provisions | 3.6 | (17) | (30) |
|  |  | (1,040) | (846) |
| Net assets |  | 1,828 | 1,87 6 |
| Attributable to equity shareholders of the parent company |  |  |  |
| Share capital | 4.7.1 | 406 | 403 |
| Share premium | 4.7.1 | 174 | 174 |
| Merger and other reserves | 4.7.2 | 211 | 211 |
| Translation reserve | 4.7.3 | 78 | 107 |
| Fair value reserve | 4.7.4 | (2) | (1) |
| Retained earnings | 4.7.5 | 91 9 | 928 |
| Total equity attributable to equity shareholders of the parent company |  | 1,786 | 1,822 |
| Non-controlling interests | 4.7.6 | 42 | 54 |
| Total equity |  | 1,828 | 1,87 6 |

The financial statements on pages 156 to 242 were approved by the Board of Directors on 7 March 2024 and were signed on its behalf by:

Chris Kennedy

Group CFO and COO

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159ITV plc  Annual Report and Accounts 2023

FINANCIAL STATEMENTS

#### CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  | Attributable to equity shareholders of the parent company |  |  |  |  |  |
|  |  |  |  | Merger |  |  |  |  | Non- |  |
|  |  | Share | Share | and other | Translation | Fair value | Retained |  | controlling | Total |
|  |  | capital | premium | reserves | reserve\* | reserve | earnings | Total | interests | equity |
|  | Note | £m | £m | £m | £m | £m | £m | £m | £m | £m |
| Balance at 1 January 2023 | 4.7 | 403 | 174 | 211 | 107 | (1) | 928 | 1,822 | 54 | 1,876 |
| Total comprehensive  income/(expense) |  |  |  |  |  |  |  |  |  |  |
| for the year |  |  |  |  |  |  |  |  |  |  |
| Profit/(loss) for the year |  | – | – | – | – | – | 210 | 210 | (1) | 209 |
| Other comprehensive |  |  |  |  |  |  |  |  |  |  |
| (expense)/income |  |  |  |  |  |  |  |  |  |  |
| Revaluation of financial assets | 4.7.4 | – | – | – | – | (1) | – | (1) | – | (1) |
| Net gain on cash flow hedges and costs |  |  |  |  |  |  |  |  |  |  |
| of hedging | 4.7.3 | – | – | – | 12 | – | – | 12 | – | 12 |
| Exchange differences on translation of  foreign operations | 4.7.3 | – | – | – | (38) | – | – | (38) | (4) | (4 2) |
| Remeasurement loss on defined |  |  |  |  |  |  |  |  |  |  |
| benefit pension schemes | 3.7 | – | – | – | – | – | (35) | (35) | – | (35) |
| Income tax (charge)/credit on other  comprehensive income/(expense) | 2.3 | – | – | – | (3) | – | 9 | 6 | – | 6 |
| Total other comprehensive expense |  | – | – | – | (29) | (1) | (26) | (56) | (4) | (60) |
| Total comprehensive |  |  |  |  |  |  |  |  |  |  |
| (expense)/income for the year |  | – | – | – | (29) | (1) | 184 | 154 | (5) | 149 |
| Transactions with owners, recorded |  |  |  |  |  |  |  |  |  |  |
| directly in equity |  |  |  |  |  |  |  |  |  |  |
| Contributions by and distributions |  |  |  |  |  |  |  |  |  |  |
| to owners |  |  |  |  |  |  |  |  |  |  |
| Issue of shares | 4.7.1 | 3 | – | – | – | – | (2) | 1 | – | 1 |
| Equity dividends |  | – | – | – | – | – | (201) | (201) | (1) | (202) |
| Movements due to share-based |  |  |  |  |  |  |  |  |  |  |
| compensation | 4.8 | – | – | – | – | – | 16 | 16 | – | 16 |
| Movements in the employee benefit |  |  |  |  |  |  |  |  |  |  |
| trust |  | – | – | – | – | – | (5) | (5) | – | (5) |
| Tax on items taken directly to equity | 2.3 | – | – | – | – | – | (2) | (2) | – | (2) |
| Total transactions with owners |  | 3 | – | – | – | – | (194) | (191) | (1) | (192) |
| Changes in non-controlling interests | 4.7.6 | – | – | – | – | – | 1 | 1 | (6) | (5) |
| Balance at 31 December 2023 | 4.7 | 406 | 174 | 211 | 78 | (2) | 919 | 1,786 | 42 | 1,828 |

\*  See note 4.3 for further breakdown of Translation Reserve, including Hedging Reserve and Cost of Hedging Reserve

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160  ITV plc  Annual Report and Accounts 2023

#### CONSOLIDATED STATEMENT OF CHANGES IN EQUITY CONTINUED

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  | Attributable to equity shareholders of the parent company |  |  |  |  |  |
|  |  |  |  | Merger |  |  |  |  | Non– |  |
|  |  | Share | Share | and other | Translation | Fair value | Retained |  | controlling | Total |
|  |  | capital | premium | reserves | reserve\* | reserve | earnings | Total | interests | equity |
|  | Note | £m | £m | £m | £m | £m | £m | £m | £m | £m |
| Balance at 1 January 2022 | 4.7 | 403 | 174 | 215 | 41 | 13 | 634 | 1,480 | 38 | 1,518 |
| Total comprehensive income |  |  |  |  |  |  |  |  |  |  |
| for the year |  |  |  |  |  |  |  |  |  |  |
| Profit for the year |  | – | – | – | – | – | 428 | 428 | 7 | 435 |
| Other comprehensive |  |  |  |  |  |  |  |  |  |  |
| (expense)/income |  |  |  |  |  |  |  |  |  |  |
| Revaluation of financial assets | 4.7.4 | – | – | – | – | (19) | – | (19) | – | (19) |
| Net loss on cash flow hedges and costs |  |  |  |  |  |  |  |  |  |  |
| of hedging | 4.7.3 | – | – | – | (2) | – | – | (2) | – | (2) |
| Exchange differences on translation of  foreign operations | 4.7.3 | – | – | – | 67 | – | – | 67 | 8 | 75 |
| Remeasurement gain on defined |  |  |  |  |  |  |  |  |  |  |
| benefit pension schemes | 3.7 | – | – | – | – | – | 80 | 80 | – | 80 |
| Income tax credit/(charge) on other  comprehensive income/(expense) | 2.3 | – | – | – | 1 | 5 | (23) | (17) | – | (17) |
| Total other comprehensive  income/(expense) |  | – | – | – | 66 | (14) | 57 | 109 | 8 | 117 |
| Total comprehensive  income/(expense) for the year |  | – | – | – | 66 | (14) | 485 | 537 | 15 | 552 |
| Transactions with owners, recorded |  |  |  |  |  |  |  |  |  |  |
| directly in equity |  |  |  |  |  |  |  |  |  |  |
| Contributions by and distributions |  |  |  |  |  |  |  |  |  |  |
| to owners |  |  |  |  |  |  |  |  |  |  |
| Equity dividends |  | – | – | – | – | – | (201) | (201) | (3) | (204) |
| Movements due to share-based |  |  |  |  |  |  |  |  |  |  |
| compensation | 4.8 | – | – | – | – | – | 19 | 19 | – | 19 |
| Movements in the employee benefit |  |  |  |  |  |  |  |  |  |  |
| trust |  | – | – | – | – | – | (2) | (2) | – | (2) |
| Tax on items taken directly to equity | 2.3 | – | – | – | – | – | (7) | (7) | – | (7) |
| Total transactions with owners |  | – | – | – | – | – | (191) | (191) | (3) | (194) |
| Changes in non-controlling interests | 4.7.6 | – | – | (4) | – | – | – | (4) | 4 | – |
| Balance at 31 December 2022 | 4.7 | 403 | 174 | 211 | 107 | (1) | 928 | 1,822 | 54 | 1,876 |

\*  See note 4.3 for further breakdown of Translation Reserve, including Hedging Reserve and Cost of Hedging Reserve

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161ITV plc  Annual Report and Accounts 2023

FINANCIAL STATEMENTS

#### CONSOLIDATED STATEMENT OF CASH FLOWS

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  | 2023 |  | 2022 |
| 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 |  | 556 |  | 590 |
| Cash flow relating to operating exceptional items: |  |  |  |  |  |
| Operating exceptional items | 2.2 | (77) |  | (65) |  |
| Increase in exceptional payables |  | 9 |  | 12 |  |
| Cash outflow from exceptional items |  |  | (68) |  | (5 3) |
| Cash generated from operations |  |  | 488 |  | 537 |
| Defined benefit pension deficit funding |  | (40) |  | (1 37) |  |
| Interest received |  | 20 |  | 15 |  |
| Interest paid\* |  | (51) |  | (56) |  |
| Net taxation paid |  | (32) |  | (55) |  |
|  |  |  | (103) |  | (233) |
| Net cash inflow from operating activities |  |  | 385 |  | 304 |
| Cash flows from investing activities |  |  |  |  |  |
| Acquisition of property, plant and equipment |  | (31) |  | (34) |  |
| Acquisition of intangible assets |  | (39) |  | (44) |  |
| Acquisition of subsidiary undertakings, net of cash acquired |  | (1) |  | (96) |  |
| Acquisition of investments |  | (19) |  | (13) |  |
| Dividends received from investments |  | 3 |  | – |  |
| Loans granted to associates and joint ventures |  | (13) |  | (13) |  |
| Loans repaid by associates and joint ventures |  | 3 |  | 4 |  |
| Net cash outflow from investing activities |  |  | (97) |  | (196) |
| Cash flows from financing activities |  |  |  |  |  |
| Bank and other loans – amounts repaid |  | (401) |  | (539) |  |
| Settlement of derivatives\*\*\* |  | (10) |  | – |  |
| Bank and other loans – amounts raised |  | 351 |  | 282 |  |
| Release of restricted cash |  | – |  | 50 |  |
| Payment of lease liabilities\*\* |  | (22) |  | (22) |  |
| Issue of share capital |  | 1 |  | – |  |
| Acquisition of non-controlling interests |  | (4) |  | (25) |  |
| Dividends paid to non-controlling interests |  | (1) |  | (3) |  |
| Equity dividends paid |  | (201) |  | (20 1) |  |
| Net cash outflow from financing activities |  |  | (287) |  | (4 58) |
| Net increase/(decrease) in cash and cash equivalents |  |  | 1 |  | (350) |
| Cash and cash equivalents at 1 January | 4.1 |  | 348 |  | 68 6 |
| Effects of exchange rate changes and fair value movements |  |  | (9) |  | 12 |
| Cash and cash equivalents at 31 December | 4.1 |  | 340 |  | 348 |

\*  Interest paid includes interest on bank, other loans, derivative financial instruments and lease liabilities

\*\*  Net cash flow on lease liabilities in note 4.1 of £26 million (2022: £26 million) includes interest on lease liabilities included in interest paid of £4 million (2022: £4 million)

\*\*\* Net cash flow from forwards and swaps held against the euro denominated bond repaid in the year

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162  ITV plc  Annual Report and Accounts 2023

#### 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 one note, 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 2023 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 2023, the Group was in a net debt position of £553 million (2022: £623 million), including gross

borrowings of £893 million (2022: £971 million) offset by cash and cash equivalents of £340 million (2022: £348 million).

In addition to £340 million of cash and cash equivalents (2022: £348 million), the Group has a syndicated £500 million

Revolving Credit Facility (RCF) entered into during 2022 which was undrawn at 31 December 2023 (31 December 2022:

£50 million drawn). £83 million of this facility expires in January 2028 and the remaining £417 million expires in January

2029. In December 2023, the Group entered into an additional £100 million bilateral RCF which matures in December 2028,

and which is undrawn at 31 December 2023. The Group also has a £300 million committed and undrawn bilateral facility

expiring in June 2026 (31 December 2022: undrawn). This provides £1,240 million (2022: £1,098 million) of liquidity.

The €259 million Eurobond matured in December 2023 and was repaid through cash proceeds drawn in full from

a £230 million term loan facility entered into in August 2023. The term loan matures in July 2027 and interest on

the loan is determined as an aggregate of compounded Sterling Overnight Index Average (SONIA) plus a margin.

The term loan has the same financial covenants as the Group’s RCF facility.

The two RCFs are 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 (measures as defined in the RCF documentation). In

addition, the £500 million RCF is subject to ESG targets linked to the delivery of ITV’s science-based carbon emissions

targets. As at 31 December 2023, the Group had covenant net debt of £415 million (2022: £461 million) and its financial

position was well within its covenants. The leverage and interest cover tests will be tested again on 30 June 2024.

The £500 million 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

2022, however 2023 emissions will not be verified until July 2024. 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.

The Directors have prepared forecasts for three cash flow scenarios (mid, high and low cases), for the period of three

years from 1 January 2024 (in line with the viability assessment period). The mid case scenario is based on the 2024

Board approved budget and 2024 to 2026 strategic plan, also approved by the Board. 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. 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 and a decline

in advertising revenue in comparison to 2023. The severe but plausible scenarios do not assume the adoption of a

range of mitigations available to the Board.

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163ITV plc  Annual Report and Accounts 2023

FINANCIAL STATEMENTS

After considering the severe but plausible scenarios, the Group remains able to operate within its financial

covenants and will have sufficient liquidity during the going concern period to 30 June 2025.

The Directors propose a final dividend of 3.3 pence per share (2022: 3.3 pence), which equates to a full year dividend

of 5.0 pence per share, subject to approval by shareholders at the AGM on 2 May 2024. 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, and the Group intends to either settle on a net basis

or realise the asset and settle the liability simultaneously, 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.

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164  ITV plc  Annual Report and Accounts 2023

#### 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 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 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 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 and therefore may have a material impact on the financial

statements in the next 12 months 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 estimation of net realisable values for programme rights,

allocation of programme rights between linear and ITVX, impairment of intangible assets and taxation. More detail

on each of these items is given in the relevant notes.

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165ITV plc  Annual Report and Accounts 2023

FINANCIAL STATEMENTS

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 were effective 1 January 2023, 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 |
| IFRS 17 ‘Insurance | IFRS 17 ‘Insurance Contracts’ is a comprehensive new | No material change to the |
| Contracts’ and related | accounting standard covering recognition, measurement, | Group’s financial position |
| amendments | presentation and disclosures. This standard replaces IFRS | or performance. |
|  | 4 ‘Insurance Contracts’. |  |
| Amendments to IAS 1 | The amendments aim to help entities provide accounting | No material change to the |
| ‘Presentation of Financial | policy disclosures that are more useful by replacing the | Group’s financial position |
| Statements’ and IFRS | requirement for entities to disclose their ‘significant’ | or performance. |
| Practice Statement 2 | accounting policies with a requirement to disclose their |  |
| ‘Making Materiality | ‘material’ accounting policies. The IFRS Practice Statement 2 |  |
| Judgements’ | has been amended by adding guidance and examples to |  |
|  | explain and demonstrate the application of the ‘four-step |  |
|  | materiality process’ in making decisions about accounting |  |
|  | policy disclosures. |  |
| Amendments to IAS 8 | The amendments introduce a new definition of accounting | No material change to the |
| ‘Accounting Policies, | estimates and clarify how entities use measurement | Group’s financial position |
| Changes in Accounting | techniques and inputs to develop accounting estimates. | or performance. |
| Estimates and Errors’ |  |  |
| Amendments to IAS 12 | The amendments aim to narrow the scope of the initial | No material change to the |
| ‘Income taxes’ – Initial | recognition exception under IAS 12 so that it no longer | Group’s financial position |
| recognition exception | applies to transactions that give rise to equal taxable and | or performance. |
|  | deductible temporary differences. |  |
| Amendments to IAS 12 | The amendments provide a temporary exception from | The Group has applied the |
| ‘Income Taxes’- Pillar Two | the requirement to recognise and disclose deferred taxes | exception under IAS 12 to |
| income taxes | arising from enacted or substantively enacted tax law | recognising and disclosing |
|  | that implements the Pillar Two model rules published by | information about |
|  | the OECD, including tax law that implements qualified | deferred tax assets and |
|  | domestic minimum top-up taxes described in those rules. | liabilities related to top-up |
|  |  | income taxes. |

Finance (No 2) Bill and Pillar Two impact on financial statements

On 20 June 2023, Finance (No.2) Act 2023 was substantively enacted in the UK, introducing a global minimum

effective tax rate of 15% for large groups and for financial years beginning on or after 31 December 2023. Taxation

balances are adjusted for a change in tax law if the change has been substantively enacted by the balance sheet

date, however the amendments to IAS 12 ‘Income Taxes’ Pillar Two income taxes provides an exemption from the

requirement to recognise and disclose deferred taxes arising from enacted or substantively enacted tax law that

implements the Pillar Two model rules.

Based on an initial analysis of the current year financial data, most territories in which the Group operates are

expected to qualify for one of the safe harbour exemptions such that top-up taxes should not apply. In territories

where this is not the case there is the potential for Pillar Two taxes to apply, but these are not expected to be

material. The Group continues to refine this assessment and analyse the future consequences of these rules.

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.

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166  ITV plc  Annual Report and Accounts 2023

#### NOTES TO THE FINANCIAL STATEMENTS

#### SECTION 2: RESULTS FOR THE YEAR

In this

section

This section focuses on the results and performance of the Group. On the following

pages, you will find disclosures explaining the Group’s results for the year,

segmental information, exceptional items, taxation and earnings per share.

#### 2.1 Profit

#### before tax

Keeping

it simple

This section analyses the Group’s profit before tax by reference to the activities

performed by the Group and an analysis of key operating costs.

Total revenue and adjusted earnings before interest, tax and amortisation (adjusted

EBITA) (both as defined in the APMs section of the Annual Report) 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.

The Group is a vertically integrated producer broadcaster and streamer, consisting of ITV Studios and Media &

Entertainment (M&E).

ITV Studios

ITV Studios is a scaled and global creator, owner and distributor of high-quality TV content. ITV Studios is the largest

producer in the UK, one of the largest unscripted producers in the US and one of the top three producers in the

majority of the international markets in which it operates. ITV Studios has established relationships with key content

buyers and leading creative talent in those markets; and with a combined content library of over 90,000 hours, it is

also one of the pre-eminent global distributors.

ITV Studios UK, the largest producer in the UK, produces programming for the Group’s own channels, accounting

for 70% of ITV main channel spend on commissioned programming (2022: 65%). Programming is also sold to other

UK broadcasters, networks and streaming platforms.

ITV Studios US is one of the largest unscripted producers in the US and continues to grow its scripted presence by

investing 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 Partnerships 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.

Media & Entertainment

ITV is the largest commercial broadcaster and streamer in the UK, delivering unrivalled audience scale and reach.

Media & Entertainment (M&E) includes Streaming and Broadcast through which we distribute content via ITVX, our

free advertiser-funded streaming service, and via our free-to-air linear TV channels. Our content is also distributed

on third-party partner platforms such as Sky and Virgin.

ITVX also includes a subscription tier, ITVX Premium, which provides subscribers with all of ITVX’s programming

ad-free along with other exclusive content.

ITV offers advertisers a unique combination of mass simultaneous reach, targeted advertising, and commercial and

creative partnerships, in a brand-safe environment across ITVX and our linear TV channels.

Digital revenue is predominantly made up of digital advertising revenues, subscription revenue and digital

sponsorship and commercial partnerships.

Non-digital advertising revenue is predominantly made up of advertising, sponsorship and commercial partnership

revenue from our linear television channels.

Other revenue is predominantly made up of competitions around our linear television programming and third party

licensing revenue.

#### 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.

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167ITV plc  Annual Report and Accounts 2023

FINANCIAL STATEMENTS

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 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.

Revenue recognition criteria for the key classes of revenue are as follows:

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
| Segment | Major classes of revenue and revenue recognition policy |  | Payment terms |  |  |
| ITV Studios |  |  |  |  |  |
| Programme | • | Revenue generated from the programmes produced for broadcasters | • |  | Payment term is |
| production |  | and streaming platforms in the UK, US and internationally is | |  | over the term of |
|  |  | recognised at the point of delivery of an episode and acceptance by | |  | the contract |
|  |  | 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 | |  |  |
| Format licences | • |  | A licence is granted for the exploitation of a format in a stated territory,  • |  | Payment term is |
|  |  |  | media and period. Licence revenue is recognised when the licence |  | over the term of |
|  |  |  | period has commenced (point in time) |  | the contract |
| Programme | • |  | A licence is granted for the transmission of a programme in a stated | • | Payment term is |
| distribution |  |  | territory, media and period and revenue is recognised at the point |  | over the term of |
| rights |  |  | when the contract is signed, the content is available for download and |  | the contract |
|  |  |  | the licence period has started (point in time) |  |  |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
| Segment | Major classes of revenue and revenue recognition policy |  | Payment terms |  |
| Media & Entertainment |  |  |  |  |
| Total advertising | • | Net advertising revenue is generated from selling spot airtime on linear  • | Received in the | |
| revenue | TV and is recognised at the point of transmission | | month after | |
|  | • | Online advertising revenue from video on demand is generated from | transmission | |
|  | selling advertising on ITVX (ITV Hub before the launch of ITVX in | | • | Received in the |
|  | December 2022) and is recognised at the point of delivery | | month after | |
|  | • | Revenue from the sponsorship of programmes across ITV linear | campaign is delivered | |
|  | channels and online is recognised over the period of transmission | | • | Received prior to |
|  |  |  | transmission | |
| Subscriptions | • | Revenue from subscription services is recognised over the | • | Payment term is |
|  | subscription period | | over the term of | |
|  |  |  | the contract or | |
|  |  |  | subscription period | |
| SDN | • | Revenue is generated from the carriage fee or capacity of the digital | • | Payment term is |
|  | multiplex and is recognised over the term of the contract | | over the term of | |
|  |  |  | the contract | |
| Partnerships and | • | Revenue from platforms such as Sky and Virgin Media O2, and | • | Payment term is |
| other revenue | third-party commissions. Revenue related to performance obligations | | over the term of | |
|  | delivered over time (e.g. provision of HD and SD channels and updated | | the contract | |
|  | 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 | • | Payment term is |
|  | recognised as the event occurs (point in time) | | within two months | |
|  | • | Minorities revenues is the revenue received from Channel 3 licencees | of the competition | |
|  | that are not part of the ITV Group. The performance obligations are | | being aired | |
|  | delivered as programming is delivered to the licensee and revenue is | | • | Payment term is |
|  | recognised over the term of the contract (over time) | |  | over the term of |
|  | • | Other categories of revenues within ‘Partnerships and other revenue’ |  | the contract |
|  |  | are individually immaterial |  |  |

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168  ITV plc  Annual Report and Accounts 2023

#### 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:

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  | 2023 | 2023 | 2022 | 2022 |
|  | £m | % of total | £m | % of total |
| ITV Studios UK | 962 |  | 822 |  |
| ITV Studios US | 395 |  | 467 |  |
| ITV Studios International | 445 |  | 465 |  |
| Global Partnerships  \* | 368 |  | 342 |  |
| Total ITV Studios | 2,170 | 51% | 2,096 | 48% |
| Total advertising revenue (TAR) | 1,778 | 42% | 1,931 | 44% |
| Subscriptions | 59 |  | 54 |  |
| SDN | 48 |  | 55 |  |
| Partnerships and other revenue | 205 |  | 209 |  |
| Media & Entertainment | 2,090 | 49% | 2,249 | 52% |
| Total revenue | 4,260 |  | 4,345 |  |

\*\*

\*\*\*

\*  Global Formats and Distribution was rebranded as Global Partnerships in the year

\*\*  ITV Studios UK, ITV Studios US and Studios International revenues are mainly programme production. Global Partnerships revenue is from programme

distribution rights, format licences and gaming, live events and merchandising.

\*\*\* Includes internal supply as discussed in the APMs (page 43).

Digital revenues of £490 million (2022: £411 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  \* | Entertainment | Consolidated |
|  | 2023 | 2023 | 2023 |
|  | £m | £m | £m |
| Total segment revenue | 2,170 | 2,090 | 4,260 |
| Intersegment revenue | (629) | (7) | (636) |
| Revenue from external customers | 1,541 | 2,083 | 3,624 |
| Adjusted EBITA | 286 | 205 | 491 |
| Unrealised profit in stock adjustment |  |  | (2) |
| Group adjusted EBITA |  |  | 489 |

\*\*

\*\*\*

|  |  |  |  |
| --- | --- | --- | --- |
|  |  | Media & |  |
|  | ITV Studios\* | Entertainment | Consolidated |
|  | 2022 | 2022 | 2022 |
|  | £m | £m | £m |
| Total segment revenue | 2,096 | 2,249 | 4,345 |
| Intersegment revenue | (611) | (6) | (617) |
| Revenue from external customers | 1,485 | 2,243 | 3,728 |
| Adjusted EBITA | 259 | 464 | 723 |
| Unrealised profit in stock adjustment |  |  | (6) |
| Group adjusted EBITA |  |  | 717 |

\*\*

\*\*\*

\*  Intersegment revenue originates mainly in the UK.

\*\*  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.

\*\*\* 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. A reconciliation of Group adjusted EBITA to statutory profit before tax is provided on page 43.

The Group’s principal operations are in the United Kingdom. Revenue from external customers in the United Kingdom

is £2,272 million (2022: £2,376 million) and revenue from external customers in other countries is £1,352 million

(2022: £1,352 million), of which revenue of £641 million (2022: £655 million) was generated in the US during the year.

The Operating and Financial Performance Review provides further detail on ITV’s international revenues.

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169ITV plc  Annual Report and Accounts 2023

FINANCIAL STATEMENTS

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 is one media buying agency (2022: two) acting on behalf of a number of advertisers that represent the Group’s

major customers. This agency is the only customer that individually represents over 10% of the Group’s revenue.

Revenue of approximately £478 million was derived from this customer in 2023. In 2022, there were two media

buying agencies that represented over 10% of the Group’s revenue with £548 million and £355 million respectively.

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:

|  |  |  |
| --- | --- | --- |
|  | 2023 | 2022 |
|  | £m | £m |
| UK | 1,372 | 1,415 |
| US | 391 | 472 |
| Rest of the world | 137 | 155 |
| Total non-current assets | 1,900 | 2,042 |

Timing of revenue recognition

The following table includes classes of revenue from contracts disaggregated by the timing of recognition:

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  | 2023 | 2022 | 2023 | 2022 |
|  | £m | £m | £m | £m |
|  | Products and services | |  | Products and services |
|  |  | transferred at a point in time |  | transferred over time |
| Total advertising revenue, subscriptions, SDN and other M&E | 1,755 | 1,902 | 328 | 341 |
| Programme production, programme distribution rights | 1,187 | 1,169 | 266 | 236 |
| Format licences | 82 | 76 | 6 | 4 |
| Total external revenue | 3,024 | 3,147 | 600 | 581 |

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):

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  | 2024 | 2025 | 2026 | Beyond |
|  | £m | £m | £m | £m |
| Media & Entertainment | 92 | 73 | 53 | 29 |
| ITV Studios | 151 | 180 | 39 | 12 |
| Total revenue | 243 | 253 | 92 | 41 |
| Internal supply | (43) | (52) | – | – |
| Total external revenue | 200 | 201 | 92 | 41 |

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)).

Group adjusted EBITA

The Directors assess the performance of the reportable segments based on a measure of adjusted EBITA. The Directors

use this non-IFRS 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 18 to 31 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 | 2023 | 2022 |
|  |  | £m | £m |
| Group adjusted EBITA |  | 489 | 717 |
| Production tax credits |  | (85) | (49) |
| EBITA before exceptional items |  | 404 | 668 |
| Operating exceptional items | 2.2 | (77) | (65) |
| Amortisation and impairment |  | (89) | (84) |
| Net financing costs | 4.4 | (45) | (26) |
| Share of profits of joint ventures and associated undertakings |  | – | 8 |
| Statutory profit before tax |  | 193 | 501 |

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170  ITV plc  Annual Report and Accounts 2023

#### NOTES TO THE FINANCIAL STATEMENTS

#### SECTION 2: RESULTS FOR THE YEAR CONTINUED

Cash generated from operations

A reconciliation of profit before tax to cash generated from operations before exceptional items is as follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  | Note | 2023 | 2022 |
|  |  | £m | £m |
| Cash flows from operating activities |  |  |  |
| Statutory profit before tax |  | 193 | 501 |
| Add back: |  |  |  |
| Share of profits of joint ventures and associated undertakings |  | – | (8) |
| Net financing costs | 4.4 | 45 | 26 |
| Operating exceptional items | 2.2 | 77 | 65 |
| Depreciation of property, plant and equipment (net of exceptional items) | 3.2 | 46 | 53 |
| Amortisation and impairment |  | 89 | 84 |
| Share-based compensation | 4.8 | 16 | 19 |
| Increase in programme rights and distribution rights |  | (33) | (70) |
| Decrease/(increase) in receivables, contract assets and production inventories |  | 274 | (133) |
| (Decrease)/increase in payables and contract liabilities |  | (151) | 53 |
| Movement in working capital |  | 90 | (150) |
| Cash generated from operations before exceptional items |  | 556 | 590 |

Operating costs

The major components of operating costs of £3,386 million (2022: £3,209 million) are content costs of £1,293 million

(2022: £1,216 million), other net costs of production of £1,496 million (2022: £1,444 million), staff costs of

£385 million (2022: £347 million), depreciation, amortisation and impairment of £135 million (2022: £137 million)

and operating exceptional items of £77 million (2022: £65 million).

Staff costs

Staff costs can be analysed as follows:

|  |  |  |
| --- | --- | --- |
|  | 2023 | 2022 |
|  | £m | £m |
| Wages and salaries | 548 | 497 |
| Social security and other costs | 98 | 80 |
| Share-based compensation (see note 4.8) | 16 | 19 |
| Pension costs | 31 | 35 |
| Total staff costs  \* | 693 | 631 |
| Less: staff costs allocated to productions, exceptional items or capitalised | (308) | (284) |
| Net staff costs | 385 | 347 |

\*  Staff costs includes the management board including two executive directors but excludes the non-executives and the Chairman.

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:

|  |  |  |
| --- | --- | --- |
|  | 2023 | 2022 |
| ITV Studios | 4,017 | 4,042 |
| Media & Entertainment | 2,852 | 2,635 |
|  | 6,869 | 6,677 |

The monthly average number of people employed over the year is:

|  |  |  |
| --- | --- | --- |
|  | 2023 | 2022 |
| ITV Studios | 4,248 | 4,144 |
| Media & Entertainment | 2,939 | 2,681 |
|  | 7,187 | 6,825 |

The increase in headcount is due to a continued investment in digital and technical expertise to drive our digital

revenue primarily on ITVX.

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171ITV plc  Annual Report and Accounts 2023

FINANCIAL STATEMENTS

Depreciation

Depreciation in the year was £46 million (2022: £53 million), of which £28 million (2022: £33 million) relates to ITV

Studios and £18 million (2022: £20 million) to Media & Entertainment. A further £6 million (2022: £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 auditors are PricewaterhouseCoopers LLP. The Group may engage PricewaterhouseCoopers LLP on

assignments additional to its statutory audit duties where its expertise and experience with the Group are important

and are in line with the Group’s policy on auditor independence. In 2023, non-audit fees of £1.3 million (2022: £nil)

were paid to PricewaterhouseCoopers LLP for services related to a proposed acquisition. Fees for audit-related

assurance services of £0.2 million (2022: £0.2 million), being the review of the interim results for the six months to

30 June 2023 were also incurred. Fees paid to PricewaterhouseCoopers LLP and its associates during the year are

set out below:

|  |  |  |
| --- | --- | --- |
|  | PwC | PwC |
|  | 2023 | 2022 |
|  | £m | £m |
| For the audit of the Group’s annual financial statements | 2.1 | 1.8 |
| For the audit of subsidiaries of the Group | 1.7 | 1.3 |
| Audit-related assurance services | 0.2 | 0.2 |
| Total audit and audit-related assurance services | 4.0 | 3.3 |
| Other assurance services | 1.3 | – |
| Total non-audit services\* | 1.3 | – |
| Total fees paid to auditors | 5.3 | 3.3 |

\*  See details of non-audit services policy in the Audit and Risk Committee Report on page 116.

Other than noted above, there were no fees payable in 2023 or 2022 to PricewaterhouseCoopers LLP or their associates

for the audit of financial statements of any associate or pension scheme of the Group, or internal audit activities.

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172  ITV plc  Annual Report and Accounts 2023

#### NOTES TO THE FINANCIAL STATEMENTS

#### SECTION 2: RESULTS FOR THE YEAR CONTINUED

#### 2.2 Exceptionalitems

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 18 to 31 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 exceptional items are analysed as follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  | 2023 | 2022 |
| (Charge)/credit | Ref. | £m | £m |
| Operating exceptional items: |  |  |  |
| Acquisition-related expenses | A | (24) | (4) |
| Restructuring and transformation costs | B | (25) | (28) |
| Property costs | C | (10) | (24) |
| Pension related costs | D | – | (4) |
| Costs related to the passing of Her Majesty Queen Elizabeth II | E | – | (16) |
| Sports rights | F | – | 5 |
| Employee-related tax provision | G | 3 | (10) |
| Insured trade receivable provision | H | 3 | 23 |
| Legal settlements | I | (13) | – |
| Legal and other costs | J | (11) | (7) |
| Total operating exceptional items |  | (77) | (65) |
| Tax on operating exceptional items |  | 12 | 8 |
| Total operating exceptional items net of tax |  | (65) | (57) |

A. Acquisition-related expenses

Acquisition-related expenses of £24 million (2022: £4 million) are predominantly performance-based, employment-

linked consideration to former owners and professional fees related to acquisitions and potential acquisitions.

B. Restructuring and transformation costs

Restructuring and transformation costs of £25 million (2022: £28 million) relate to one-off significant restructuring

and transformation programmes of the business.

Significant projects include a business transformation programme which commenced in 2021. This programme

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 commenced in 2021 and is expected

to continue into 2024.

Other significant projects include a rationalisation of the Studios operational structures outside the UK. Costs

relating to this review will continue throughout 2024.

C. Property costs

Following the decision to move to Broadcast Centre in early 2022, £10 million (2022: £17 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. No further exceptional costs are expected related to the move to Broadcast Centre.

In 2022, an additional £7 million impairment on leasehold improvements and right of use asset was provided

following the decision to vacate our New York office and reduce our property footprint in the US.

D. Pension related costs

The 2022 charge relates to the risk premium paid in relation to the buy-out of Section C of the ITV Pension Scheme.

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 costs related to news coverage associated with the reporting of the death of the Queen, the funeral and

programmes featuring the character of the Queen that will unlikely ever be screened. £16 million of costs were

recognised in 2022.

F. Sports rights

In 2021, certain sporting events were cancelled by the relevant governing body. The Group had previously recognised an

impairment provision for these events. £5 million was released in 2022 as a refund of earlier payments made was expected.

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173ITV plc  Annual Report and Accounts 2023

FINANCIAL STATEMENTS

G. Employee-related tax provisions

From April 2021 the responsibility for undertaking IR35 employment status assessments, and where necessary

withholding PAYE and paying NICs, passed to the employer, rather than remaining with individuals and their personal

service companies. HMRC have issued assessments on the Group for several individuals engaged by the Group

during the tax years 2016/17 to 2018/19 as employed for tax purposes. This is a complex area and the Group has

been in continuous discussion with HMRC on this matter throughout 2023.

In 2023, HMRC advised that certain individuals were no longer of interest to them and the related provision

previously classified as exceptional was released.

Due to ongoing reviews by HMRC and court cases in this matter, the final amount payable could be significantly

different to amounts currently provided.

H. 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.

Subsequently, US$34 million of cash was received from the licensee and the corresponding bad debt provision was

released. The Directors anticipated recovering the remainder of the trade receivable from the trade credit insurance.

In 2023, a settlement of the claim was agreed with the insurers resulting in an exceptional credit of US$5 million

(£3 million). No further recovery of the remaining trade receivable is expected.

I. Legal settlements

Legal settlements of £13 million (2022: £nil) relate to settlements or proposed settlements on a number of

significant legal cases which are considered outside the normal course of business.

J. Legal and other costs

Legal and other costs of £11 million (2022: £7 million) relates primarily to legal costs for matters considered to be

outside the normal course of business, including Box Clever, The Voice of Holland, the UK Competition and Markets

Authority (CMA) investigations and the Phillip Schofield KC Review.

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174  ITV plc  Annual Report and Accounts 2023

#### NOTES TO THE FINANCIAL STATEMENTS

#### SECTION 2: RESULTS FOR THE YEAR CONTINUED

#### 2.3Taxation

Keeping

it simple

This section sets out the Group’s tax accounting policies, the current and deferred tax

charges or credits in the year (which together make up the total tax charge or credit in

the Consolidated Income Statement), a reconciliation of profit before tax to the tax

charge for the year and the movements in deferred tax assets and liabilities.

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:

|  |  |  |
| --- | --- | --- |
|  | 2023 | 2022 |
|  | £m | £m |
| Current tax: |  |  |
| Current tax credit/(charge) on profit before exceptional items | 24 | (38) |
| Current tax credit on exceptional items | 11 | 7 |
|  | 35 | (31) |
| Adjustments related to prior periods | (12) | 9 |
|  | 23 | (22) |
| Deferred tax: |  |  |
| Origination and reversal of temporary differences | (7) | (34) |
| Deferred tax credit on exceptional items | 1 | 1 |
| Impact of changes to statutory tax rates | 1 | (6) |
|  | (5) | (39) |
| Adjustments related to prior periods | (2) | (5) |
|  | (7) | (44) |
| Total taxation credit/(charge) in the Consolidated Income Statement | 16 | (66) |

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175ITV plc  Annual Report and Accounts 2023

FINANCIAL STATEMENTS

In order to understand how, in the Consolidated Income Statement, a tax credit of £16 million (2022: £66 million

charge) arises on a profit before tax of £193 million (2022: £501 million), the taxation charge that would arise at the

standard rate of UK corporation tax is reconciled to the actual tax credit as follows:

|  |  |  |
| --- | --- | --- |
|  | 2023 | 2022 |
|  | £m | £m |
| Profit before tax | 193 | 501 |
| Notional taxation charge at UK corporation tax rate of 23.5% (2022: 19%) on profit |  |  |
| before tax | (45) | (95) |
| Non-taxable income/non-deductible expenses | (10) | (15) |
| Prior year adjustments | (14) | 4 |
| Other taxes | (8) | (8) |
| Previously unrecognised deferred tax assets | 6 | – |
| Current year losses not recognised | (17) | (8) |
| Impact of overseas tax rates | 2 | (1) |
| Impact of changes in tax rates | 1 | (6) |
| Movement on tax provisions | (1) | (1) |
| Production tax credits | 102 | 64 |
| Statutory taxation credit/(charge) in the Consolidated Income Statement | 16 | (66) |

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 total current tax credit of £23 million (2022: £22

million charge) includes a £12 million charge (2022: £9 million credit) relating to prior years, and the deferred tax

charge of £7 million (2022: £44 million charge) includes a £2 million charge (2022: £5 million charge) 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 (2022: £8 million charge) includes state taxes of £3 million in the US, local taxes of

£1 million in Italy and France plus £4 million of irrecoverable withholding tax in the UK.

A previously unrecognised deferred tax asset of £6 million relating to historical capital losses, has been recognised

in 2023, as they will be utilised against the capital profits realised on the sale of BritBox International, announced

on 1 March 2024.

The tax impact of current year losses not recognised is £17 million (2022: £8 million), this relates to £2 million in

Australia, £1 million in France, £13 million in Italy and £1 million in other overseas jurisdictions. No deferred tax on

these losses has been recognised as we do not have certainty over future taxable profits in those jurisdictions nor

are they suitable taxable temporary differences against which the losses can unwind.

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 2023, the total impact is £2 million credit

(2022: £1 million charge) due to profits arising in lower tax jurisdictions.

The UK corporation tax rate increased from 19% to 25%, effective from 1 April 2023. The current year movement

through the Consolidated Income Statement, on the deferred tax liability created in respect of the change in the tax

rate, is a £1 million credit (2022: £6 million charge).

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 (8.3)% (2022: 13.2%), and is the statutory tax charge on the face of the Consolidated Income

Statement expressed as a percentage of the statutory profit before tax. The tax rate is lower than in 2022 primarily

due to significantly higher HETV tax credits compared to the profits. 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 21.5% (2022: 20.1%).

In 2023, the current year movement recognised in the Consolidated Income Statement on origination and reversal

of temporary differences (excluding exceptional items) is a charge of £7 million, compared with a charge of

£34 million in 2022.

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176  ITV plc  Annual Report and Accounts 2023

#### 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 £2 million (2022: £23 million charge) has been recognised on

actuarial movements on pensions. Other temporary differences recognised in other comprehensive income include,

no deferred tax (2022: credit of £5 million) on gilts, £1 million deferred tax charge on derivatives (2022: £1 million

credit) and £2 million deferred tax charge on the cost of hedging (2022: £nil). A deferred tax charge of £3 million

(2022: £7 million charge) has been recognised in equity in respect of share-based payments.

There has been £11 million current tax credit recognised in other comprehensive income in the current year on pensions.

There has been no current tax on foreign exchange movements net of hedging (2022: £nil). There has been £1 million

current tax credit recognised in equity in the current year in relation to share-based compensation (2022: £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 |
|  | 2023 | statement | and equity | Other | exchange | 2023 |
|  | £m | £m | £m | £m | £m | £m |
| Tangible assets | 1 | (6) | – | – | – | (5) |
| Intangible assets | (49) | (1) | – | – | 1 | (49) |
| Pension scheme | (56) | (1) | (2) | – | – | (59) |
| Tax losses | 27 | 7 | – | – | (2) | 32 |
| Share-based compensation | 9 | (1) | (3) | – | – | 5 |
| Other temporary differences | 30 | (5) | (3) | 1 | – | 23 |
|  | (38) | (7) | (8) | 1 | (1) | (53) |

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  | 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 | 4 | (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 | 4 | 3 | 30 |
|  | 25 | (44) | (24) | 1 | 4 | (38) |

At 31 December 2023, the net deferred tax liability position is £53 million (2022: £38 million liability), consisting of

total deferred tax assets of £106 million (2022: £133 million) and total deferred tax liabilities of £159 million (2022:

£171 million). The Consolidated Statement of Financial Position presents deferred tax after netting off balances

within countries – a deferred tax asset of £6 million and a deferred tax liability of £59 million (2022: deferred tax

asset of £19 million and a deferred tax liability of £57 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 is partially driven by the employer contributions to the

Group’s defined benefit pension scheme made during the year. The adjustment in other comprehensive income to

the deferred tax balances relates to the actuarial loss recognised in the year.

A deferred tax asset of £32 million (2022: £27 million) has been recognised for tax losses where a full recovery is expected

based on forecasted taxable profits. A deferred tax asset of £371 million (2022: £558 million) in respect of capital losses of

£1,483 million (2022: £2,231 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 capital losses

not recognised compared to the prior year is due to the dissolution of a company that held capital losses. Due to

uncertainty over the timing and extent of their utilisation, the Group has not recognised deferred tax assets of £10 million

(2022: £13 million) in respect of UK losses of £38 million (2022: £53 million), £25 million (2022: £19 million) in respect of

overseas losses of £106 million (2022: £84 million) including £2 million in respect of losses that expire between 2024 and

2028. In addition to this the Group has not recognised £5 million (2022: £5 million) in respect of other overseas short-term

timing differences of £21 million.

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177ITV plc  Annual Report and Accounts 2023

FINANCIAL STATEMENTS

Subsidiaries of ITV plc Group have undistributed earnings of £42 million (2022: £26 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.

Finance (No 2) Bill and Pillar Two impact on financial statements

On 20 June 2023, Finance (No.2) Act 2023 was substantively enacted in the UK, introducing a global minimum

effective tax rate of 15% for large groups and for financial years beginning on or after 31 December 2023. Taxation

balances are adjusted for a change in tax law if the change has been substantively enacted by the balance sheet date

however the amendments to IAS 12 ‘Income Taxes’ Pillar Two income taxes provides an exemption from the

requirement to recognise and disclose deferred taxes arising from enacted or substantively enacted tax law that

implements the Pillar Two model rules.

Based on an initial analysis of the current year financial data, most territories in which the Group operates are

expected to qualify for one of the safe harbour exemptions such that top-up taxes should not apply. In territories

where this is not the case there is the potential for Pillar Two taxes to apply, but these are not expected to be

material. The Group continues to refine this assessment and analyse the future consequences of these rules.

Changes to the current UK system of Audio-visual tax credits

On 29 November 2023, the UK government issued final legislation to reform the current system of Audio-Visual

Expenditure Credit (AVEC) tax credits to merge the four existing AVEC schemes (Film, High-End Television (HETV),

Children’s Television and Animation) into a single scheme and has reviewed the qualifying criteria. The AVEC legislation

was substantively enacted on 5 February 2024 and can be claimed on expenditure incurred from 1 January 2024.

The new scheme is one of expenditure credits as opposed to corporate tax relief, requiring a change to the accounting

treatment to include them within statutory operating profit rather than within the consolidated tax charge. The effect

of this change in legislation will therefore be to increase our EBITA, adjusted EBITA, adjusted EBITA margin, profit before

tax and tax expense but will leave our profit after tax unchanged, compared to the previous HETV tax credit accounting

treatment. We continue to assess the impact on the Group and do not anticipate there to be a material change in their

net economic value.

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178  ITV plc  Annual Report and Accounts 2023

#### NOTES TO THE FINANCIAL STATEMENTS

#### SECTION 2: RESULTS FOR THE YEAR CONTINUED

#### 2.4Earningsper share

Keeping

it simple

Earnings per share (EPS) is the amount of post-tax profit attributable to each share.

Basic EPS is calculated on the Group profit for the year attributable to equity

shareholders of £210 million (2022: £428 million) divided by 4,023 million

(2022: 4,010 million), being the weighted average number of shares in issue

during the year, which excludes Employee Benefit Trust (EBT) shares held in trust

(see note 4.8).

Diluted EPS reflects any commitments made by the Group to issue shares in the

future and so it includes the impact of share options.

Adjusted EPS is presented in order to show the business performance of the Group

in a consistent manner and reflect how the business is managed and measured on

a day-to-day basis. Adjusted EPS reflects the impact of operating and non-

operating exceptional items on Basic EPS. Other items excluded from Adjusted EPS

are amortisation and impairment of intangible assets acquired through business

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.

The calculation of Basic EPS and Adjusted EPS, together with the diluted impact on each, is set out below:

Basic earnings per share

|  |  |  |
| --- | --- | --- |
|  | 2023 | 2022 |
| Statutory profit for the year attributable to equity shareholders of ITV plc (£m) | 210 | 428 |
| Weighted average number of ordinary shares in issue – million | 4,023 | 4,010 |
| Basic earnings per ordinary share | 5.2p | 10.7p |

Diluted earnings per share

|  |  |  |
| --- | --- | --- |
|  | 2023 | 2022 |
| Statutory profit for the year attributable to equity shareholders of ITV plc (£m) | 210 | 428 |
| Weighted average number of ordinary shares in issue – million | 4,023 | 4,010 |
| Dilution due to share options – million | 36 | 36 |
| Total weighted average number of ordinary shares in issue – million | 4,059 | 4,046 |
| Diluted earnings per ordinary share | 5.2p | 10.6p |

Adjusted earnings per share

|  |  |  |  |
| --- | --- | --- | --- |
|  |  | 2023 | 2022 |
|  | Ref. | £m | £m |
| Statutory profit for the year attributable to equity shareholders of ITV plc |  | 210 | 428 |
| Exceptional items (net of tax) | A | 65 | 57 |
| Profit for the year before exceptional items |  | 275 | 485 |
| Amortisation and impairment of acquired intangible assets | B | 19 | 45 |
| Adjustments to net financing costs | C | 18 | – |
| Adjusted profit for the year attributable to ITV shareholders |  | 312 | 530 |
| Total weighted average number of ordinary shares in issue – million |  | 4,023 | 4,010 |
| Adjusted earnings per ordinary share |  | 7.8p | 13.2p |

Diluted adjusted earnings per share

|  |  |  |
| --- | --- | --- |
|  | 2023 | 2022 |
| Adjusted profit (£m) | 312 | 530 |
| Weighted average number of ordinary shares in issue – million | 4,023 | 4,010 |
| Dilution due to share options – million | 36 | 36 |
| Total weighted average number of ordinary shares in issue – million | 4,059 | 4,046 |
| Diluted adjusted earnings per ordinary share | 7.7p | 13.1p |

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179ITV plc  Annual Report and Accounts 2023

FINANCIAL STATEMENTS

Details of the adjustments to earnings are as follows:

A. Exceptional items (net of tax) £65 million (2022: £57 million)

Exceptional items of £77 million (2022: £65 million), net of related tax credit of £12 million (2022: £8 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 £77 million exceptional charge comprises exceptional costs of

£88 million and an exceptional credit of £11 million. £26 million of the net exceptional costs were disallowed for tax

purposes and so there is no associated tax credit. See note 2.2 for the detailed composition of exceptional items.

B. Amortisation and impairment of acquired intangible assets (net of tax) of £19 million (2022: £45 million)

Amortisation and impairment of assets acquired through business combinations and investments of £89 million

(2022: £84 million), excluding amortisation of software licences and development of £64 million (2022: £27 million),

net of related tax credit of £6 million (2022: £12 million).

C. Adjustments to net financing costs (net of tax) £18 million (2022: £nil)

Net financing costs of £45 million (2022: £26 million), is adjusted to reflect the underlying cash cost of interest for the

business. These adjustments of £16 million (2022: £nil) relates principally to finance costs on acquisitions, imputed

pension interest and other financial gains and losses that do not reflect the relevant interest cash cost to the business

and are not yet realised balances. The tax charge in relation to these adjustments is £2 million (2022: £nil).

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180  ITV plc  Annual Report and Accounts 2023

#### NOTES TO THE FINANCIAL STATEMENTS

#### SECTION 3: OPERATING ASSETS AND LIABILITIES

In this

section

This section shows the assets used to generate the Group’s trading performance

and the liabilities incurred as a result. On the following pages, there are notes

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.

#### 3.1Workingcapital

Keeping

it simple

Working capital represents the assets and liabilities the Group generates through

its trading activity. The Group therefore defines working capital as distribution

rights, programme rights, trade and other receivables, trade and other payables,

contract assets and liabilities and production inventories.

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.

Programme rights

The Group’s policies with respect to programme rights recognise that the pattern of consumption on linear and

streaming (ITVX) varies. 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.

The Group has defined policies on how programme rights are allocated to linear and streaming based on a pattern

of viewing. There are also distinct policies across the platforms when these 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.

|  |  |  |
| --- | --- | --- |
| Type of programme | Streaming policy | Linear policy |
| Acquired content | Cost charged to the Income Statement | Cost charged to the Income Statement |
|  | on a declining-balance method over the | over a number of linear transmissions |
|  | licence period | (episodic) |
| Commissioned content | Cost charged to the Income Statement | Cost charged to the Income Statement |
|  | on a declining-balance method over the | on first linear transmission (episodic) |
|  | licence period |  |
| Sports rights | Cost charged to the Income Statement | Cost charged to the Income Statement |
|  | on first transmission | on first linear transmission |
| Current affairs, live | Cost charged to the Income Statement | Cost charged to the Income Statement |
| events, soaps | on first transmission | on first linear transmission |
| Library of content | Straight-line amortisation over licence windows |  |
| (ITVX only) |  |  |

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, commissioned and 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.

During the pandemic, sports rights were reviewed separately for impairment following the impact of the pandemic

on the planned sporting schedule and the consequential impact on TAR and audience mix for certain sporting

events. There are no current specific indicators of impairment, therefore sports rights have now reverted to being

assessed with all other content on a portfolio basis.

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181ITV plc  Annual Report and Accounts 2023

FINANCIAL STATEMENTS

Programme rights and other inventory at the year end are shown in the table below:

|  |  |  |
| --- | --- | --- |
|  | 2023 | 2022 |
|  | £m | £m |
| Acquired programme rights | 284 | 225 |
| Commissions | 83 | 103 |
| Sports rights | 46 | 49 |
|  | 413 | 377 |

£nil relates to stock that will be transmitted in 2025 and beyond (2022: £6 million transmitted in 2024 and beyond).

Included within programme rights and other inventory is £46 million (2022: £49 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.

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 requires judgement regarding the classification of transmission commitments. The

Group has concluded that these contracts do not constitute leases as defined in IFRS 16 ‘Leases’, 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 £18 million (2022: £34 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:

|  |  |  |  |
| --- | --- | --- | --- |
|  | Transmission | Programme | Total |
| 2023 | £m | £m | £m |
| Within one year | 20 | 488 | 508 |
| Later than one year and not more than five years | – | 380 | 380 |
|  | 20 | 868 | 888 |

|  |  |  |  |
| --- | --- | --- | --- |
|  | Transmission | Programme | Total |
| 2022 | £m | £m | £m |
| Within one year | 25 | 466 | 491 |
| Later than one year and not more than five years | 19 | 349 | 368 |
|  | 44 | 815 | 859 |

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:

|  |  |  |
| --- | --- | --- |
|  | 2023 | 2022 |
|  | £m | £m |
| Distribution rights | 14 | 17 |

During the year, £18 million was charged to the Consolidated Income Statement (2022: £25 million).

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#### NOTES TO THE FINANCIAL STATEMENTS

#### SECTION 3: OPERATING ASSETS AND LIABILITIES CONTINUED

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:

|  |  |  |
| --- | --- | --- |
|  | 2023 | 2022 |
|  | £m | £m |
| Due within one year: |  |  |
| Trade receivables | 427 | 476 |
| Other receivables | 145 | 162 |
| Prepayments | 58 | 54 |
|  | 630 | 692 |
| Due after more than one year: |  |  |
| Trade receivables | 37 | 24 |
| Other receivables | 25 | 20 |
|  | 62 | 44 |
| Total trade and other receivables | 692 | 736 |

£464 million (2022: £500 million) of total trade receivables, stated net of provisions for impairment, are aged as follows:

|  |  |  |
| --- | --- | --- |
|  | 2023 | 2022 |
|  | £m | £m |
| Current | 408 | 437 |
| Up to 30 days overdue | 29 | 34 |
| Between 30 and 90 days overdue | 21 | 20 |
| Over 90 days overdue | 6 | 9 |
|  | 464 | 500 |

Movements in the Group’s provision for impairment of trade receivables and contract assets can be shown as follows:

|  |  |  |
| --- | --- | --- |
|  | 2023 | 2022 |
|  | £m | £m |
| At 1 January | 24 | 43 |
| Charged during the year | 4 | 14 |
| Bad debts written off | (8) | – |
| Release of provision | (11) | (33) |
| At 31 December\* | 9 | 24 |

\*  £1 million (2022: £8 million) of the provision relates to contract assets and is included in the balance disclosed in note 3.1.6.

Of the provision total, £7 million relates to balances overdue by more than 90 days (2022: £22 million) and £2 million

relates to current balances (2022: less than £1 million).

In 2023, a settlement of the claim was agreed with the credit insurers in relation to the remaining amount receivable

for The Voice of China, resulting in an exceptional credit of US$5 million (£3 million) consistent with the original

treatment. See note 2.2. No further recovery of the remaining trade receivable is expected.

The remaining release of the provision relates to other settlements for outstanding production related receivables

and contract assets. The credit has been taken to operating profit.

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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:

|  |  |  |
| --- | --- | --- |
|  | 2023 | 2022 |
|  | £m | £m |
| Trade payables | 105 | 141 |
| VAT and social security | 35 | 38 |
| Other payables | 170 | 146 |
| Acquisition-related liabilities – employment-linked contingent consideration | 5 | 2 |
| Acquisition-related liabilities – payable to sellers under put options agreed on  acquisition | 39 | 1 |
| Accruals | 596 | 573 |
|  | 950 | 901 |

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:

|  |  |  |
| --- | --- | --- |
|  | 2023 | 2022 |
|  | £m | £m |
| Trade payables | 25 | 17 |
| Other payables | 33 | 28 |
| Acquisition-related liabilities – employment-linked contingent consideration | 10 | 6 |
| Acquisition-related liabilities – payable to sellers under put options agreed on  acquisition | 24 | 38 |
|  | 67 | 72 |
| Total trade and other payables due after more than one year | 92 | 89 |

Trade payables due after more than one year relates primarily to royalties in both 2023 and 2022. Other payables due

after more than one year relates primarily to film creditors of £24 million (2022: £22 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 2023 were £78 million (2022: £47 million) which represents the amount

accrued to date at their time discounted value. The total undiscounted estimated future payments of £105 million

(2022: £89 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 £86 million and £147 million. The liabilities

due after more than one year are expected to be settled between 2025 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.

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#### SECTION 3: OPERATING ASSETS AND LIABILITIES CONTINUED

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 year:

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  | 2023 |  | 2022 |
|  | Contract | Contract | Contract | Contract |
|  | assets | liabilities | assets | liabilities |
|  | £m | £m | £m | £m |
| Balance at 1 January | 185 | (372) | 189 | (359) |
| Decrease due to balance transferred to trade receivables | (152) | – | (180) | – |
| Increases as a result of the changes in the measure of  progress | 169 | – | 170 | – |
| Decreases due to revenue recognised in the year | – | 332 | – | 405 |
| Increase due to cash received | – | (147) | – | (383) |
| Acquisitions | – | – | 6 | (35) |
| Balance at 31 December  \* | 202 | (187) | 185 | (372) |

\*  Contract assets is stated net of provisions for impairment of £1 million (2022: £8 million) which have been included in the reconciliation in note 3.1.3.

Non-current contract assets of £13 million (2022: £nil) is included in the above reconciliation.

3.1.7 Production inventories

Production inventories includes work in progress and finished programmes in relation 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 inventories assets and represent actual costs incurred on the production.

The asset is charged to the income statement as the performance obligations are satisfied.

Production inventories at the year end is detailed below:

|  |  |  |
| --- | --- | --- |
|  | 2023 | 2022 |
|  | £m | £m |
| Production inventories | 234 | 493 |

During the year, £498 million was charged to the Consolidated Income Statement for completed productions

delivered (2022: £368 million).

3.1.8 Working capital management

Cash and working capital management has been a critical area of focus during 2023 and 2022. During the year,

the cash inflow from working capital was £90 million (2022: outflow of £150 million) derived as follows:

|  |  |  |
| --- | --- | --- |
|  | 2023 | 2022 |
|  | £m | £m |
| Increase in programme rights and distribution rights | (33) | (70) |
| Decrease/(increase) in receivables, contract assets and production inventories | 274 | (133) |
| (Decrease)/increase in payables and contract liabilities | (151) | 53 |
| Working capital inflow/(outflow) | 90 | (150) |

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FINANCIAL STATEMENTS

#### 3.2Property, plantand equipment

Keeping

it simple

The following note shows the physical assets used by the Group to operate the

business, generating revenues and profits. These assets include office buildings

and studios, as well as equipment used in broadcast transmission, programme

production and support activities.

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.

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

Group’s balance sheet 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.

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#### NOTES TO THE FINANCIAL STATEMENTS

#### SECTION 3: OPERATING ASSETS AND LIABILITIES CONTINUED

Property, plant and equipment

Property, plant and equipment can be analysed as follows:

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  | Vehicles, |  |  |
|  |  |  | Improvements to leasehold | equipment | Right |  |
|  | Freehold |  | land and buildings | and fittings | of use |  |
|  | land and | Long | Short | Owned | assets | Total |
|  | buildings £m | £m | £m | £m | £m | £m |
| Cost |  |  |  |  |  |  |
| At 1 January 2022 | 12 | 87 | 26 | 235 | 154 | 514 |
| Additions | – | 2 | – | 33 | 57 | 92 |
| Reclassifications | – | – | – | 4 | 1 | 5 |
| Foreign exchange | – | 2 | – | 4 | 6 | 12 |
| Disposals and retirements | – | (6) | – | (62) | (10) | (78) |
| At 31 December 2022 | 12 | 85 | 26 | 214 | 208 | 545 |
| Additions | – | 2 | – | 28 | 12 | 42 |
| Derecognition of right of use asset | – | – | – | – | (14) | (14) |
| Foreign exchange | – | (1) | – | (2) | (3) | (6) |
| Disposals and retirements | – | (2) | (8) | (33) | (43) | (86) |
| At 31 December 2023 | 12 | 84 | 18 | 207 | 160 | 481 |
| Depreciation |  |  |  |  |  |  |
| At 1 January 2022 | – | 25 | 19 | 152 | 64 | 260 |
| Charge for the year | 1 | 3 | 1 | 31 | 25 | 61 |
| Foreign exchange | – | – | – | 3 | 2 | 5 |
| Disposals and retirements | – | (1) | – | (62) | (4) | (67) |
| At 31 December 2022 | 1 | 27 | 20 | 124 | 87 | 259 |
| Charge for the year | 1 | 3 | 1 | 25 | 22 | 52 |
| Derecognition of right of use asset | – | – | – | – | (6) | (6) |
| Foreign exchange | – | – | – | (2) | (1) | (3) |
| Disposals and retirements | – | (2) | (8) | (32) | (42) | (84) |
| At 31 December 2023 | 2 | 28 | 13 | 115 | 60 | 218 |
| Net book value |  |  |  |  |  |  |
| At 31 December 2023 | 10 | 56 | 5 | 92 | 100 | 263 |
| At 31 December 2022 | 11 | 58 | 6 | 90 | 121 | 286 |

Included within property, plant and equipment are assets in the course of construction of £19 million (2022: £34 million).

Included within the depreciation charge for the year of £52 million (2022: £61 million) is £6 million (2022: £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.

Disposals and retirements for the year include assets written off with nil net book value that are not expected to

generate any future economic benefits.

Included in net book value of right of use assets is £100 million (2022: £121 million) related to properties and £nil

(2022: £nil) relating to vehicles, equipment and fittings.

The Group signed a subleasing arrangement, which is classified as a finance lease in accordance with IFRS 16

‘Leases’. In accordance with the standard, the right of use asset with a net book value of £8 million was derecognised

and replaced by a net investment in the sublease which has been recognised within other receivables. This

arrangement does not impact the lease liabilities arising from the original lease which have been included in note 4.6.

Capital commitments

The Group has capital commitments of £2 million at 31 December 2023 (2022: £11 million).

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FINANCIAL STATEMENTS

#### 3.3Intangibleassets

Keeping

it simple

The following note identifies the non-physical assets used by the Group to generate

revenue and profits.

These assets include formats and brands, customer contracts and relationships,

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.

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#### NOTES TO THE FINANCIAL STATEMENTS

#### SECTION 3: OPERATING ASSETS AND LIABILITIES CONTINUED

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 |
| Customer | Straight-line or | up to 6 years | at the date of acquisition are estimated. If applicable, |
| contracts | reducing balance |  | a contributory charge is deducted for the use of other |
|  | as appropriate |  | assets needed to exploit the cash flow. The net cash |
| Customer relationships | Straight-line | 5 to 10 years | flow is then discounted back to present value |
| Contractual | Straight-line | up to 13 years | Expected future cash flows from those contracts |
| arrangements |  | depending on the | existing at the date of acquisition are estimated. |
|  |  | contract terms | 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 | Start-up basis of expected future cash flows existing |
|  |  | depending on | at the date of acquisition. If applicable, a contributory |
|  |  | term of licence | 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 | up to 20 years | Initially at cost and subsequently at cost less |
|  | straight-line as |  | accumulated amortisation |
|  | appropriate |  |  |
| Software licences and | Straight-line | 1 to 10 years | Initially at cost and subsequently at cost less |
| development |  |  | 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.

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FINANCIAL STATEMENTS

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 Directors have identified three CGUs,

Media & Entertainment, ITV Studios 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 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, Media & Entertainment, ITV Studios 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.

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#### NOTES TO THE FINANCIAL STATEMENTS

#### SECTION 3: OPERATING ASSETS AND LIABILITIES CONTINUED

Intangible assets

Intangible assets can be analysed as follows:

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  | Customer |  |  |  | Software |  |
|  |  | Formats | contracts and | Contractual |  | Libraries | licences and |  |
|  | Goodwill | and brands | relationships | arrangements | Licences | and other | development | Total |
|  | £m | £m | £m | £m | £m | £m | £m | £m |
| Cost |  |  |  |  |  |  |  |  |
| At 1 January 2022 | 3,893 | 527 | 441 | 11 | 176 | 104 | 240 | 5,392 |
| Additions | – | – | – | – | – | – | 44 | 44 |
| Acquisitions | 107 | 1 | 13 | – | – | – | – | 121 |
| Disposals | – | – | – | – | – | – | (5) | (5) |
| Foreign exchange | 37 | 21 | 8 | – | – | 2 | 1 | 69 |
| At 31 December 2022 | 4,037 | 549 | 462 | 11 | 176 | 106 | 280 | 5,621 |
| Additions | – | – | – | – | – | – | 39 | 39 |
| Disposals | – | – | (1) | – | – | – | (63) | (64) |
| Foreign exchange | (18) | (9) | (4) | – | – | (1) | – | (32) |
| At 31 December 2023 | 4,019 | 540 | 457 | 11 | 176 | 105 | 256 | 5,564 |
| Amortisation and  impairment |  |  |  |  |  |  |  |  |
| At 1 January 2022 | 2,654 | 460 | 433 | 11 | 129 | 93 | 134 | 3,914 |
| Charge for the year | – | 41 | 6 | – | 2 | – | 27 | 76 |
| Reclassifications | – | – | – | – | – | – | (5) | (5) |
| Foreign exchange | – | 19 | 7 | – | – | – | 1 | 27 |
| At 31 December 2022 | 2,654 | 520 | 446 | 11 | 131 | 93 | 157 | 4,012 |
| Charge for the year | – | 17 | 4 | – | 2 | – | 64 | 87 |
| Disposals | – | – | (1) | – | – | – | (63) | (64) |
| Foreign exchange | – | (8) | (4) | – | – | (1) | – | (13) |
| At 31 December 2023 | 2,654 | 529 | 445 | 11 | 133 | 92 | 158 | 4,022 |
| Net book value |  |  |  |  |  |  |  |  |
| At 31 December 2023 | 1,365 | 11 | 12 | – | 43 | 13 | 98 | 1,542 |
| At 31 December 2022 | 1,383 | 29 | 16 | – | 45 | 13 | 123 | 1,609 |

Goodwill impairment tests

The carrying amount of goodwill for each CGU is represented as follows:

|  |  |  |
| --- | --- | --- |
|  | 2023 | 2022 |
|  | £m | £m |
| ITV Studios | 903 | 921 |
| Media & Entertainment | 386 | 386 |
| SDN | 76 | 76 |
|  | 1,365 | 1,383 |

There has been no impairment charge for any CGU during the year (2022: £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% (2022: 1.5%). 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.

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191ITV plc  Annual Report and Accounts 2023

FINANCIAL STATEMENTS

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 of 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 Talpa in 2015

and Plimsoll 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 2024 and forecast to 2026) 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 10.7% (2022: 10.5%) 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 2024 and forecast to 2026) include: the size, performance and share of the television

and streaming advertising market; share of commercial impacts; programme and other costs; and the pre-tax

market discount rate.

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. Even though the advertising market has improved since the impairment was

recognised in 2008 and the impaired assets are still owned and operated by the Group, due to accounting rules the

impairment to goodwill cannot be reversed.

A pre-tax discount rate of 10.4% (2022: 10.4%) 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 2024 and forecast to 2026) 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 9.1% (2022: 9.4%) has been used in discounting the projected cash flows. No reasonably

possible change in assumptions or discount rate would lead to an impairment.

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192  ITV plc  Annual Report and Accounts 2023

#### NOTES TO THE FINANCIAL STATEMENTS

#### SECTION 3: OPERATING ASSETS AND LIABILITIES CONTINUED

#### 3.4Assetsclassified as

#### held for sale

Keeping

it simple

The following section outlines the Group's assets and liabilities held for sale.

Assets and any associated liabilities, where management is committed to a plan to sell,

are recognised as held for sale in the Consolidated Statement of Financial Position.

The sale should be highly probable and within 12 months of classification as held for sale.

Accounting policies

The Group measures non-current assets that are classified as held for sale at the lower of their carrying amount and

fair value less costs to sell.

On 1 March 2024, the Group announced the sale of its entire 50% interest in digital streaming service, BritBox

International to its joint venture partner BBC Studios for a cash consideration of £255 million. The transaction has

been effected by the disposal of the Group’s 50% interests in BritBox LLC, BB Rights LLC, Denipurna Limited and

BritBox International Limited and the 100% interest in ITV SVOD Australia Pty Ltd, which holds the 50% interest in

BritBox Australia Management Pty Limited.

At 31 December 2023, the Group included these interests at their carrying value, as held for sale in the Consolidated

Statement of Financial Position. There are no liabilities associated with this sale.

|  |  |  |
| --- | --- | --- |
|  | 2023 | 2022 |
|  | £m | £m |
| Assets classified as held for sale - investments in joint ventures | 66 | – |
|  | 66 | – |

The results for the entities held for sale (other than ITV SVOD Australia Pty Ltd) are included in share of profits and

losses after tax of joint ventures and associated undertakings and not within the M&E reportable segment.

Cash Balances held within ITV SVOD Australia Pty Ltd were fully utilised prior to completion of the sale and therefore

have not been included in the above assets held for sale.

Included in the Group’s Consolidated Statement of Financial Position are working capital balances with the entities

held for sale, for content and other related trading activities. These balances will be settled in the normal course

of business.

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193ITV plc  Annual Report and Accounts 2023

FINANCIAL STATEMENTS

#### 3.5Investments

Keeping

it simple

The Group holds non-controlling interests in a number of different entities.

Accounting for these investments, and the Group’s share of any profits and losses,

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 ventures or joint operations), associates, and equity investments.

A joint arrangement is an investment where the Group has joint control, with one or

more third parties. An associate is an entity over which the Group has significant

influence (i.e. power to participate in the investee’s financial and operating

decisions). Any other investment is an equity investment.

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 | Associates | Equity investments | Total |
|  | £m | £m | £m | £m |
| At 1 January 2022 | 43 | 51 | 4 | 98 |
| Additions | 5 | 6 | 7 | 18 |
| Share of profits | 7 | 1 | – | 8 |
| Impairments/fair value |  |  |  |  |
| adjustments | – | (4) | – | (4) |
| Foreign exchange | 4 | 6 | – | 10 |
| At 31 December 2022 | 59 | 60 | 11 | 130 |
| Additions | 5 | 3 | 10 | 18 |
| Share of profits/ (losses) | 8 | (8) | – | – |
| Impairments/fair value |  |  |  |  |
| adjustments | – | (5) | – | (5) |
| Dividends received | (3) | – | – | (3) |
| Foreign exchange | (3) | (3) | – | (6) |
| Classified as held for sale | (66) | – | – | (66) |
| At 31 December 2023 | – | 47 | 21 | 68 |

On 1 March 2024, the Group announced the sale of its entire 50% interest in digital streaming service, BritBox

International to its joint venture partner BBC Studios for a cash consideration of £255 million. The transaction has

been effected by the disposal of the Group’s 50% interests in BritBox LLC, BB Rights LLC, Denipurna Limited and

BritBox International Limited and the 100% interest in ITV SVOD Australia Pty Ltd, which holds the 50% interest in

BritBox Australia Management Pty Limited.

At 31 December 2023, the Group included these interests at their carrying value of £66 million, as held for sale in the

Consolidated Statement of Financial Position. See notes 3.4 and 5.3.

At 31 December 2023, there were no other significant investments in joint ventures (2022: £48 million invested in

BritBox LLC in the US). The Group’s associates include £31 million (2022: £38 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. No individual investment is considered material to the Group.

Please refer to page 240 for the list of joint ventures, associates and other significant holdings held at 31 December 2023.

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194  ITV plc  Annual Report and Accounts 2023

#### NOTES TO THE FINANCIAL STATEMENTS

#### SECTION 3: OPERATING ASSETS AND LIABILITIES CONTINUED

#### 3.6Provisions

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 now 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:

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  | Legal and |  |
|  | Contract | Property | other |  |
|  | provisions | provisions | provisions | Total |
|  | £m | £m | £m | £m |
| At 1 January 2023 | 34 | 9 | 126 | 169 |
| Additions | – | 2 | 20 | 22 |
| Utilised | (16) | (1) | (15) | (32) |
| Released | – | – | (5) | (5) |
| Foreign exchange | – | – | – | – |
| At 31 December 2023 | 18 | 10 | 126 | 154 |
| Analysed between: |  |  |  |  |
| Current | 12 | 1 | 124 | 137 |
| Non-current | 6 | 9 | 2 | 17 |

Provisions of £137 million are classified as current liabilities (2022: £139 million). Unwind of the discount is £nil in

2023 and 2022.

Contract provisions £18 million (2022: £34 million)

Contract provisions represent liabilities in respect of onerous contracts in relation to individual sports rights

of £11 million (2022: £17 million) and transmission capacity supply contracts of £7 million (2022: £17 million).

Sports rights

Following the pandemic and up to 31 December 2022, the Group recognised provisions for individual sports rights

when estimated revenues were less than the value of the rights. This was considered an indicator of impairment.

The provision is sensitive to the changes in the sporting schedule and consequential impact on TAR. In calculating

the 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.

In periods prior to the pandemic, all programme rights (including sports rights) were assessed for impairment on a

portfolio basis unless specific indicators of impairment were identified. In 2023, the Group has included sports rights

in the portfolio assessment as there are no specific indicators of impairment. No further impairments have arisen.

The provision held at 31 December 2023 is £11 million (2022: £17 million). £6 million of the provision was utilised

during the year. In the prior year £5 million 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 2024 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 total provision for onerous contracts at 31 December 2023 is £7 million (2022: £17 million). £10 million of the

provision was utilised during the year (2022: £10 million).

Property provisions £10 million (2022: £9 million)

These provisions primarily relate to expected dilapidation costs at the Group’s rental properties.

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195ITV plc  Annual Report and Accounts 2023

FINANCIAL STATEMENTS

Legal and other provisions £126 million (2022: £126 million)

Represents provisions for potential liabilities (arising from legal disputes and claims) and their related legal costs.

These include £52 million (2022: £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 (tPR), employee-related tax and other

provisions of £61 million (2022: £59 million) and other legal and related costs.

Box Clever Pension Scheme

Box Clever Technology Limited (Box Clever) was a TV rental business joint venture set up by Granada Rental and

Retail Limited and Carmelite Investments Limited (parent company of Thorn Limited (Thorn) in 1999. The business

went into administrative receivership in 2003. 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 tPR 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 tPR there may not be an immediate cash flow impact. If an agreement cannot be reached, further legal

proceedings 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 31 March 2021. This

estimate was calculated on a buyout basis based on membership data as of February 2020. This estimate has been

updated based on 31 December 2023 market conditions and has reduced to £78 million primarily due to the increase

in gilt yields and recent changes in inflation. All of these valuations were of the whole 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 previously, in 2022 the Group received a warning notice from tPR 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 made representations

in relation to the warning notice on 31 October 2022, tPR responded on 28 July 2023 and the Group replied on

14 November 2023. ITV has continued to engage with tPR during the relevant period.

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 are

continuing to engage with tPR to resolve the matter.

Employee-related

The determination of the employment tax status of some individuals contracted by the Group is complex. HMRC

has issued assessments to the Group for several individuals engaged by the Group during the tax years 2016/17 to

2018/19 as employed for tax purposes and a provision of £56 million was made.

During 2023, we have further reviewed the provision, which has resulted in an increase in the provision of £2 million

(2022: £20 million). This has resulted in a £5 million charge to the profit and loss account and a £3 million credit to

exceptional items (2022: £10 million) as this relates to periods up to 31 December 2022 and therefore does not

relate to the current year.

Due to ongoing reviews by HMRC and court cases in this matter, the final amount payable could be significantly

different to the £58 million currently provided (2022: £56 million). It is difficult to provide a range for the expected

final amounts 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.

A further £3 million (2022: £3 million) is provided in relation to other employment related matters.

Other

Other provisions relate to settlements or proposed settlements on a number of legal cases as well as historical

environmental provisions in relation to our production sites, closure costs and provision for legal fees for other

ongoing litigation.

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196  ITV plc  Annual Report and Accounts 2023

#### NOTES TO THE FINANCIAL STATEMENTS

#### SECTION 3: OPERATING ASSETS AND LIABILITIES CONTINUED

#### 3.7Pensions

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. While the actuarial

surplus or deficit (which drives cash funding requirements) is calculated as part of the

triennial valuations. The next triennial valuation will be as at 31 December 2022 and is

currently underway for the ITV Pension Scheme. The triennial valuation at 30 June

2023 for the UTV Pension Scheme was agreed in early 2024.

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 2023, total contributions expensed were £25 million (2022: £29 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.

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197ITV plc  Annual Report and Accounts 2023

FINANCIAL STATEMENTS

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 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 IAS 19 surplus or deficit does not drive the deficit funding contribution. Following the above triennial valuation of

Section A of the ITV Pensions Scheme, ITV paid deficit reduction contributions of £40 million in 2023, and expects

the deficit reduction contributions to be £53 million in 2024 and £28 million in 2025.

The next triennial valuation of the ITV Pension Scheme as at 31 December 2022 by an independent actuary

appointed by the Trustee of the Scheme is currently underway and is expected to be agreed in the coming months.

The Group will then update any required deficit reduction contributions in line with the valuation.

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 £48 million (2022: £47 million) of securitised gilts 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 January 2024, the triennial valuation of the

UTV Scheme as at 30 June 2023 was completed. The Scheme had assets of £91 million as at the valuation date

and £88 million of liabilities resulting in an agreed Technical Provisions surplus of £3 million and hence there are

no deficit contributions payable.

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 (under IAS 19)

Net pension surplus of £209 million at 31 December 2023 (2022: £192 million) is stated after including the unfunded

scheme security asset of £48 million (2022: £47 million). The totals recognised in 2023 and 2022 are:

|  |  |  |
| --- | --- | --- |
|  | 2023 | 2022 |
|  | £m | £m |
| Total defined benefit scheme obligations | (2,194) | (2,292) |
| Total defined benefit scheme assets | 2,355 | 2,437 |
| Defined benefit pension surplus (IAS 19) | 161 | 145 |
| Presented as: |  |  |
| Defined benefit pension surplus\* | 187 | 172 |
| Defined benefit pension deficit | (26) | (27) |
| Defined benefit pension surplus/(deficit) (IAS 19) | 161 | 145 |
| Other pension asset | 48 | 47 |
| Net pension surplus | 209 | 192 |

\*  Included with 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 2023 (2022: £94 million) and the defined benefit scheme obligations were £85 million (2022: £85 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.

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198  ITV plc  Annual Report and Accounts 2023

#### 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 year by the updated

present value of the obligation during the year. 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:

|  |  |  |
| --- | --- | --- |
|  | 2023 | 2022 |
|  | £m | £m |
| Defined benefit obligation at 1 January | 2,292 | 3,943 |
| Interest cost | 112 | 63 |
| Actuarial gain | (63) | (1,119) |
| Settlement payments from plan assets – buyout of Section C | – | (439) |
| Benefits paid | (147) | (156) |
| Defined benefit obligation at 31 December | 2,194 | 2,292 |

Of the above total defined benefit obligation at 31 December 2023 £39 million relates to the unfunded schemes

(2022: £40 million).

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.

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199ITV plc  Annual Report and Accounts 2023

FINANCIAL STATEMENTS

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:

|  |  |  |
| --- | --- | --- |
|  | 2023 | 2022 |
| Discount rate | 4.75% | 5.05% |
| Inflation assumption (RPI) | 3.05% | 3.15% |
|  | Deferred/ | Deferred/ |
|  | Pensioner | Pensioner |
| Rate of increase in pension payment (LPI\* 5% pension increases) | 2.80%/3.00% | 2.80%/3.00% |
| Rate of increase to deferred pensions (CPI) | 2.50% | 2.50% |

\*  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 2023 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:

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  | 2023 | 2023 | 2022 | 2022 |
| Retiring today at age | 60 | 65 | 60 | 65 |
| Males | 25.7 | 21.1 | 26.2 | 21.6 |
| Females | 27.3 | 22.6 | 28.9 | 24.1 |
| Retiring in 20 years at age | 60 | 65 | 60 | 65 |
| Males | 27.1 | 22.3 | 27.5 | 22.7 |
| Females | 28.9 | 24.0 | 30.4 | 25.5 |

The net pension surplus is sensitive to changes in assumptions. These are disclosed further in this note.

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#### 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 Trustee, who consults with the Group on changes to its investment policy.

What are the Pension Scheme assets?

At 31 December 2023, 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?

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:

|  |  |  |
| --- | --- | --- |
|  | 2023 | 2022 |
|  | £m | £m |
| Fair value of Scheme assets at 1 January | 2,437 | 3,873 |
| Interest income on Scheme assets | 120 | 63 |
| Loss on assets, excluding interest income | (98) | (1,039) |
| Employer contributions | 50 | 145 |
| Settlement payments from plan assets – buyout of Section C | – | (439) |
| Benefits paid | (147) | (156) |
| Administrative expenses paid | (7) | (6) |
| Pension insurance risk premium – buyout of Section C | – | (4) |
| Fair value of Scheme assets at 31 December | 2,355 | 2,437 |

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201ITV plc  Annual Report and Accounts 2023

FINANCIAL STATEMENTS

How are the Schemes’ assets invested?

At 31 December 2023, 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 | Quoted | Market value | Market value | Quoted | Market value |
|  | 2023 | 2023 | 2023 | 2022 | 2022 | 2022 |
|  | £m | £m | % | £m | £m | % |
| Liability hedging assets |  |  |  |  |  |  |
| Fixed interest gilts | 449 | 449 |  | 365 | 365 |  |
| Index-linked interest gilts | 516 | 516 |  | 788 | 786 |  |
| Interest rate and inflation hedging |  |  |  |  |  |  |
| derivatives |  |  |  |  |  |  |
| (swaps and repos) | (112) | (142) |  | (375) | (401) |  |
|  | 853 | 823 | 36% | 778 | 750 | 32% |
| Other bonds | 1,456 | 62 | 62% | 1,447 | 58 | 59% |
| Return seeking investments |  |  |  |  |  |  |
| Infrastructure | 175 |  |  | 174 |  |  |
| Property | 149 |  |  | 171 |  |  |
|  | 324 |  | 14% | 345 |  | 14% |
| Other investments |  |  |  |  |  |  |
| Cash and cash equivalents | 41 |  |  | 121 |  |  |
| Insurance policies | 41 |  |  | 17 |  |  |
| Longevity swap fair value | (360) |  |  | (271) |  |  |
|  | (278) |  | (12%) | (133) |  | (5%) |
| Total Scheme assets | 2,355 | 885 | 100% | 2,437 | 808 | 100% |

Included in the above are overseas assets of £24 million (2022: £315 million). None of these assets are quoted.

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 increased in 2023 due to the latest mortality

analysis from the triennial valuation.

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#### 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 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 19 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/(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 | Increase by 0.1% | Increase by £10 million |
| (Retail Price Index) | Decrease by 0.1% | Decrease by £10 million |
| Rate of inflation | Increase by 0.1% | Increase by £5 million |
| (Consumer Price Index) | Decrease by 0.1% | Decrease by £5 million |
| Life expectancies | Increase by one year | Increase by £70 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 £70 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 £10 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.

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203ITV plc  Annual Report and Accounts 2023

FINANCIAL STATEMENTS

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 of 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:

|  |  |  |
| --- | --- | --- |
|  | 2023 | 2022 |
|  | £m | £m |
| Amount charged to operating costs: |  |  |
| Scheme administration expenses | (7) | (6) |
|  | (7) | (6) |
| Amount charged to exceptional costs: |  |  |
| Pension insurance risk premium – buyout of Section C | – | (4) |
| Amounts credited to net financing cost |  |  |
| Net interest on defined benefit obligation | 8 | – |
| Total charged in the Consolidated Income Statement | 1 | (10) |

Amounts recognised through the Consolidated Statement of Comprehensive Income

The amounts recognised through the Consolidated Statement of Comprehensive Income are:

|  |  |  |
| --- | --- | --- |
|  | 2023 | 2022 |
|  | £m | £m |
| Remeasurement (losses)/gains |  |  |
| Loss on scheme assets excluding interest income | (98) | (1,039) |
| Actuarial gains/(losses) on liabilities arising from change in: |  |  |
| – experience adjustments | 45 | (119) |
| – financial assumptions | (68) | 1,228 |
| – demographic assumptions | 86 | 10 |
|  | 63 | 1,119 |
| Total recognised in the Consolidated Statement of Comprehensive Income | (35) | 80 |

The £63 million actuarial gain (2022: £1,119 million actuarial gain) on the Schemes’ liabilities was principally due to the

change in the mortality assumptions in line with the latest mortality analysis from the triennial valuation and the

updated census data underlying the liability calculations, and to a lesser extent the decrease in market implied inflation.

This actuarial gain was partially offset by the decrease in bond yields which increased the value of the liabilities.

The £98 million loss (2022: £1,039 million loss) on the Schemes’ assets was principally due to a decrease in the fair

value of the longevity swap, driven by updating the value of the swap in line with the latest mortality analysis from

the triennial valuation, and to a lesser extent by the assets slightly underperforming expectations.

.

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204  ITV plc  Annual Report and Accounts 2023

#### 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 triennial

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 net 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, as 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 2023 for administration expenses are £7 million (2022: £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, a payment of up to £200 million was due in 2022. The

existing PFP agreement was amended and extended to 2031. As a result of this agreement, payments of £94 million

were made under the SDN PFP arrangement in 2022. The Group is committed to up to nine annual payments

of £16 million from 2023. These payments are required if the Scheme is calculated to be in a technical deficit.

This calculation is based upon the most recent triennial valuation updated for current market conditions.

The partnership’s interest in SDN provides collateral for these payments.

The £16 million payment under the SDN PFP was not required to be paid in 2023. However, this assessment is

made on an annual basis and therefore the £16 million payment may resume in 2024. The Group retains day to day

operational control of SDN and SDN’s revenues, profits and cashflows continue to be consolidated in the Group’s

financial statements. 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.

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.

Deficit funding contributions

The accounting surplus or deficit does not drive the deficit funding contribution. The Group’s deficit funding

contributions in 2023 were £40 million (31 December 2022: £137 million). This included £37 million deficit

contribution agreed as part of the triennial valuation and £3 million annual payment under the London Television

Centre PFP.

The 2022 amount included £15 million deferred from 2020 and £25 million of deficit contributions agreed as part of

the triennial 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 PFPs respectively.

Deficit contributions for 2024 and 2025 consist of contributions agreed with the Trustees following the last finalised

triennial valuation (£53 million and £28 million respectively) and the annual payments under the SDN PFP and

London Television Centre PFP (£16 million and £3 million respectively).

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.

In June 2023, the High Court ruled in the Virgin Media case that some historical rule amendments made without the

correct actuarial certification were not valid. The Trustees of ITV’s defined benefit pension schemes have taken

advice on the implications of the Virgin Media decision. Initial investigations have not revealed evidence that this will

be a material issue for ITV’s pension schemes, and the Trustees are awaiting the outcome of the appeal (due in 2024)

before deciding if further investigations are necessary. As a result, ITV does not consider it necessary to make any

allowance for the potential impact of the Virgin Media case in its financial statements.

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205ITV plc  Annual Report and Accounts 2023

FINANCIAL STATEMENTS

#### SECTION 4: CAPITAL STRUCTURE AND FINANCING COSTS

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.

#### 4.1Net debt

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 Financial Performance Review.

The tables below analyse movements in the components of net debt during the year:

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  | Currency and |  |
|  | 1 January |  | non-cash | 31 December |
|  | 2023 | Net cash flow | movements | 2023 |
|  | £m | £m | £m | £m |
| Loans and facilities due within one year | (289) | 278 | 6 | (5) |
| Loans and facilities due after one year | (541) | (228) | 11 | (758) |
| Total loans and facilities | (830) | 50 | 17 | (763) |
| Currency component of forwards and swaps |  |  |  |  |
| held against euro denominated bonds  \* | (9) | 10 | (16) | (15) |
| Lease liabilities | (132) | 26 | (9) | (115) |
| Total debt | (971) | 86 | (8) | (893) |
| Cash | 257 | (37) | (5) | 215 |
| Cash equivalents | 91 | 38 | (4) | 125 |
| Total cash and cash equivalents | 348 | 1 | (9) | 340 |
| Net debt | (623) | 87 | (17) | (553) |

\*  Net cash flow from currency component of forwards and swaps relates to the euro denominated bond repaid in the year

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#### NOTES TO THE FINANCIAL STATEMENTS

#### SECTION 4: CAPITAL STRUCTURE AND FINANCING COSTS CONTINUED

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  | Currency and |  |
|  | 1 January |  |  | non-cash | 31 December |
|  | 2022 | Acquisitions\*\* | Net cash flow | movements | 2022 |
|  | £m | £m | £m | £m | £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 forwards and swaps | (36) | – | – | 27 | (9) |
| held against euro denominated bonds |  |  |  |  |  |
| Lease liabilities | (92) | – | 26 | (66) | (132) |
| Total debt | (1,150) | (19) | 283 | (85) | (971) |
| Restricted cash  \* | 50 | – | (50) | – | – |
| Cash | 246 | – | 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 asset-backed pension agreements. This

balance was £nil at 31 December 2022 given the restriction was removed in the year and the cash replaced with a surety bond.

\*\*  Loans on acquisition included £98 million for Plimsoll Productions and £4 million for Lingo Pictures. The Plimsoll Productions loan was reduced by £83

million, which was repaid as part of the acquisition using cash raised from the Group’s subscription for new shares. This £83 million was treated as a cash

outflow on acquisition rather than a repayment of debt.

Loans and facilities due within one year

The €259 million Eurobond was repaid in December 2023. The sterling-equivalent repayment value, totalling

£233 million, had been hedged using forward exchange contracts.

Loans and loan notes due after one year

In January 2022, the Group entered into a new syndicated £500 million Revolving Credit Facility (RCF) to meet

short-term funding requirements. The original terms of the RCF ran until January 2027; however, the Group took

the opportunity to request an extension for one year on the first and second anniversary of the facility. As a result,

£83 million of the £500 million RCF matures in 2028 and £417 million matures in January 2029. The RCF was

undrawn as at 31 December 2023 (2022: £50 million drawn).

The Group has a €600 million Eurobond in issue 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%.

A new £230 million term loan was taken out in the year, and was fully drawn-down in December 2023 in order to

repay the €259 million Eurobond. The term loan matures in July 2027. Interest on the loan is determined as an

aggregate of compounded SONIA plus a margin.

Available facilities

The Group has good access to liquidity:

•  The Group 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. The facility is currently undrawn (31 December 2022: undrawn).

•  As noted above, the Group has £500 million of committed funding through a RCF with a group of relationship

banks, which is currently fully available until January 2028. £417 million of the funding remains committed until

2029. At 31 December 2023, the facility was unutilised (31 December 2022: £50 million drawn). 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 2023. The £500 million

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

2023; however, 2023 emissions will not be verified until July 2024. 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.

•  In December 2023, the Group secured £100 million of committed funding via a new bilateral RCF, which matures

in December 2028. The terms and conditions, including financial covenants but not emissions targets, are aligned

to the £500 million RCF facility. The facility is currently undrawn.

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207ITV plc  Annual Report and Accounts 2023

FINANCIAL STATEMENTS

#### 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

•  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 included 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 3.1.3), 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.

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#### 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 throughout 2023 through bank credit facilities totalling £900 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.

Fair value versus book value

The tables below provide fair value information for the Group’s borrowings:

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  | Book value |  | Fair value |
|  |  | 2023 | 2022 | 2023 | 2022 |
|  | Maturity | £m | £m | £m | £m |
| Loans due within one year |  |  |  |  |  |
| €259 (previously €500) million Eurobond | Dec 2023 | – | 229 | – | 227 |
| Revolving credit facility  \* |  | – | 50 | – | 50 |
| Other short-term loans | Various | 5 | 10 | 5 | 10 |
|  |  | 5 | 289 | 5 | 287 |
| Loans due in more than one year |  |  |  |  |  |
| €600 million Eurobond | Sept 2026 | 520 | 531 | 490 | 480 |
| £230 million Term Loan | July 2027 | 230 | – | 230 | – |
| Other long-term loans | Various | 8 | 10 | 8 | 10 |
|  |  | 758 | 541 | 728 | 490 |
|  |  | 763 | 830 | 733 | 777 |

\*  The £500 million Revolving Credit Facility matures in January 2028 (£83 million) and January 2029 (£417 million)

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209ITV plc  Annual Report and Accounts 2023

FINANCIAL STATEMENTS

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.

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.

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#### 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.

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 |
|  | 2023 | 2022 | 2023 | 2022 |
|  | £m | £m | £m | £m |
| US dollar – increase 10% | (6) | (9) | 7 | 6 |
| US dollar – decrease 10% | 7 | 9 | (8) | (8) |
| Euro – increase 10% | (1) | (4) | 1 | (3) |
| Euro – decrease 10% | 2 | 5 | – | 4 |
| Australian dollar – increase 10% | (1) | (1) | (2) | (4) |
| Australian dollar – decrease 10% | 1 | 1 | 2 | 4 |

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 2023, the Group’s fixed rate debt represented 69.9% of total gross debt (2022: 93.8%), therefore

the majority of debt is issued at fixed rates, and changes in the floating rates of interest do not materially affect

the Group’s net interest charge.

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211ITV plc  Annual Report and Accounts 2023

FINANCIAL STATEMENTS

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.

|  |  |  |
| --- | --- | --- |
|  | Assets | Liabilities |
| At 31 December 2023 | £m | £m |
| Current |  |  |
| Foreign exchange forward contracts and swaps – cash flow hedges | 3 | (1) |
| Foreign exchange forward contracts and swaps – fair value through profit or loss | 1 | – |
| Non-current |  |  |
| Cross-currency interest swaps – cash flow hedges | – | (15) |
| Foreign exchange forward contracts and swaps – cash flow hedges | 1 | (1) |
|  | 5 | (17) |

|  |  |  |
| --- | --- | --- |
|  | Assets | Liabilities |
| At 31 December 2022 | £m | £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) |

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 year all relates to the effective portion of the

revaluation loss associated with these contracts. A cumulative loss of £28 million (2022: £33 million of cumulative

gain) was recycled to the Consolidated Income statement to off-set movements on the hedged item, a residual £7

million loss (2022: £3 million loss) remained on the income statement which were not offset.

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 in May 2022 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. The amount relating to discontinued hedges is a loss of £19 million

at 31 December 2023 (2022: £19 million loss).

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#### 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.

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  | 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 2023 | £m | £m | £m | £m | £m | £m |
| Non-derivative financial liabilities |  |  |  |  |  |  |
| Borrowings | (763) | (785) | (12) | (8) | (763) | (2) |
| Lease liabilities | (115) | (140) | (18) | (19) | (52) | (51) |
| Trade and other payables | (931) | (931) | (906) | (25) | – | – |
| Other payables – non-current | (33) | (33) | – | (33) | – | – |
| Other payables – commitments on acquisitions | (78) | (105)  \* | (47) | – | (55) | (3) |
| Derivative financial instruments |  |  |  |  |  |  |
| Foreign exchange forward contracts and swaps – |  |  |  |  |  |  |
| cash flow hedges |  |  |  |  |  |  |
| Inflow | 4 | 195 | 150 | 45 | – | – |
| Outflow | (2) | (193) | (149) | (44) | – | – |
| Cross-currency swaps – cash flow hedges |  |  |  |  |  |  |
| Inflow | – | 542 | 7 | 7 | 528 | – |
| Outflow | (15) | (580) | (16) | (16) | (548) | – |
| Foreign exchange forward contracts and swaps – |  |  |  |  |  |  |
| fair value through profit or loss |  |  |  |  |  |  |
| Inflow | 1 | 177 | 171 | 6 | – | – |
| Outflow | – | (176) | (170) | (6) | – | – |
|  | (1,932) | (2,029) | (990) | (93) | (890) | (56) |

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  | 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) | – |
| 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) | – | – |
|  | (1,963) | (2,089) | (1,247) | (106) | (644) | (92) |

\*  Undiscounted expected future payments depending on performance of acquisitions

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213ITV plc  Annual Report and Accounts 2023

FINANCIAL STATEMENTS

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:

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  | Less than | Between | Between | Greater than |  |
| At 31 December 2023 | 1 year | 1 to 2 years | 2 to 5 years | 5 years | Total |
| Foreign exchange forward contracts and swaps |  |  |  |  |  |
| Notional amount (£m) | (5) | – | – | – | (5) |
| Average forward rate (AUD/EUR) | 1.6933 | – | – | – |  |
| Foreign exchange forward contracts and swaps |  |  |  |  |  |
| Notional amount (£m) | (1) | (11) | – | – | (12) |
| Average forward rate (AUD/GBP) | 1.2773 | 1.7559 | – | – |  |
| Foreign exchange forward contracts and swaps |  |  |  |  |  |
| Notional amount (£m) | 9 | 2 | – | – | 11 |
| Average forward rate (CAD/GBP) | 1.7711 | 1.6594 | – | – |  |
| Foreign exchange forward contracts and swaps |  |  |  |  |  |
| Notional amount (£m) | (1) | – | – | – | (1) |
| Average forward rate (DKK/GBP) | 8.6515 | – | – | – |  |
| Foreign exchange forward contracts and swaps |  |  |  |  |  |
| Notional amount (£m) | 1 | 8 | – | – | 9 |
| Average forward rate (EUR/GBP) | 1.1278 | 1.1272 | – | – |  |
| Foreign exchange forward contracts and swaps |  |  |  |  |  |
| Notional amount (£m) | 1 | – | – | – | 1 |
| Average forward rate (ILS/GBP) | 4.6398 | – | – | – |  |
| Foreign exchange forward contracts and swaps |  |  |  |  |  |
| Notional amount (£m) | (1) | – | – | – | (1) |
| Average forward rate (SEK/GBP) | 12.9636 | – | – | – |  |
| Foreign exchange forward contracts and swaps |  |  |  |  |  |
| Notional amount (£m) | 4 | – | – | – | 4 |
| Average forward rate (NOK/GBP) | 13.2027 | – | – | – |  |
| Foreign exchange forward contracts and swaps |  |  |  |  |  |
| Notional amount (£m) | (4) | – | – | – | (4) |
| Average forward rate (ZAR/AUD) | 12.6830 | – | – | – |  |
| Foreign exchange forward contracts and swaps |  |  |  |  |  |
| Notional amount (£m) | (56) | 20 | – | – | (36) |
| Average forward rate (USD/GBP) | 1.3431 | 1.2188 | – | – |  |
| Foreign exchange forward contracts and swaps |  |  |  |  |  |
| Notional amount (£m) | (5) | – | – | – | (5) |
| Average forward rate (ZAR/EUR) | 20.6262 | – | – | – |  |
| Foreign exchange forward contracts and swaps |  |  |  |  |  |
| Notional amount (£m) | (1) | – | – | – | (1) |
| Average forward rate (ZAR/GBP) | 23.0200 | – | – | – |  |
| Cross-currency interest rate swaps |  |  |  |  |  |
| Notional amount (£m) | – | – | 533 | – | 533 |
| Average hedge rate (EUR/GBP) | – | – | 1.1264 | – |  |

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#### NOTES TO THE FINANCIAL STATEMENTS

#### SECTION 4: CAPITAL STRUCTURE AND FINANCING COSTS CONTINUED

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  | Less than | Between | Between | Greater than |  |
| At 31 December 2022 | 1 year | 1 to 2 years | 2 to 5 years | 5 years | Total |
| Foreign exchange forward contracts and swaps |  |  |  |  |  |
| Notional amount (£m) | (5) | – | – | – | (5) |
| Average forward rate (AUD/EUR) | 1.5688 | – | – | – |  |
| Foreign exchange forward contracts and swaps |  |  |  |  |  |
| Notional amount (£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) | (14) | – | – | (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 | – |  |

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215ITV plc  Annual Report and Accounts 2023

FINANCIAL STATEMENTS

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 year

•  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

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  | 2023 |  |  | 2022 |
|  |  |  | Pre-tax |  |  | Pre-tax |
|  | Change in fair | Pre-tax | closing | Change in fair | Pre-tax | closing |
|  | value used for | closing cash | cost of | value used for | closing cash | cost of |
|  | measuring | flow hedge | hedging | measuring | flow hedge | hedging |
|  | ineffectiveness | reserve | reserve | ineffectiveness | reserve | reserve |
| At 31 December | £m | £m | £m | £m | £m | £m |
| Highly probable/firm commitment |  |  |  |  |  |  |
| forecast transactions | 1 | 3 | – | 3 | 2 | (1) |
| Borrowings | 11 | 1 | (2) | (5) | (4) | (8) |

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 £7 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:

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  | Amounts |  |
|  | Total hedging | Ineffectiveness |  | Cost of | reclassified |  |
|  | gain/(loss) | recognised in |  | hedging | from OCI to |  |
|  | recognised in | Income | Line item in | recognised | Income | Line item in |
|  | OCI | Statement | the Income | in OCI | Statement | the Income |
| At 31 December 2023 | £m | £m | Statement | £m | £m | Statement |
| Highly probable/firm |  |  |  |  |  |  |
| commitment forecast |  |  |  |  |  | Cost of sales/ |
| transactions | 1 | – |  | 4 | 2 | overheads |
|  |  |  | Net financing |  |  | Net financing |
| Borrowings | 11 | 7 | cost | 2 | 26 | cost |

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  | Amounts |  |
|  | Total hedging | Ineffectiveness |  | Cost of | reclassified |  |
|  | gain/(loss) | recognised in |  | hedging | from OCI to |  |
|  | recognised in | Income | Line item in | recognised | Income | Line item in |
|  | OCI | Statement | the Income | in OCI | Statement | the Income |
| At 31 December 2022 | £m | £m | Statement | £m | £m | Statement |
| Highly probable/firm |  |  |  |  |  | Overheads/ |
| commitment forecast |  |  |  |  |  | Work in |
| transactions | 3 | – |  | (4) | 11 | progress |
|  |  |  | Net financing |  |  | Net financing |
| Borrowings | (5) | 3 | cost | 4 | (37) | cost |

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216  ITV plc  Annual Report and Accounts 2023

#### NOTES TO THE FINANCIAL STATEMENTS

#### SECTION 4: CAPITAL STRUCTURE AND FINANCING COSTS CONTINUED

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 | Cost of | Foreign |  |
|  |  | flow hedge | hedge | currency | Translation |
|  |  | reserve | reserve | reserve | reserve |
|  |  | £m | £m | £m | £m |
| As at 1 January 2022 |  | 3 | (7) | 45 | 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 | 4 | – | 29 |
| Amount reclassified to Income Statement | |  |  |  |  |
| • | FX forward reclassified to cost of sales/overheads | 4 | – | – | 4 |
| • | 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 | | – | – | 67 | 67 |
| Income tax credit on other comprehensive income/(expense) | | 1 | – | – | 1 |
| As at 31 December 2022 | | 2 | (7) | 112 | 107 |
| Effective portion of changes in fair value arising from: | |  |  |  |  |
| Foreign exchange forward contracts | | (13) | 4 | – | (9) |
| Cross-currency interest rate swaps – borrowings: | |  |  |  |  |
| • | Change in fair value from the effective hedge instrument | (9) | 2 | – | (7) |
| Amount reclassified to Income Statement | |  |  |  |  |
| • | FX forward reclassified to cost of sales/overheads | 2 | – | – | 2 |
| • | FX forward and swaps reclassified to finance costs | 15 | – | – | 15 |
| • | CCIRS reclassified to finance costs | 11 | – | – | 11 |
| Net gain on cash flow hedges and cost of hedging |  | 6 | 6 | – | 12 |
| Foreign currency revaluation of the net foreign operations |  | – | – | (38) | (38) |
| Exchange differences on translation of foreign operations |  | – | – | (38) | (38) |
| Income tax charge on other comprehensive income/(expense) |  | (1) | (2) | – | (3) |
| As at 31 December 2023 |  | 7 | (3) | 74 | 78 |

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217ITV plc  Annual Report and Accounts 2023

FINANCIAL STATEMENTS

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.

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  | Net financial |  |  |
|  |  | Gross collateral | assets/liabilities | Related amounts |  |
|  | Gross financial | assets/liabilities | per balance | not set-off in the |  |
|  | assets/ liabilities | set-off | sheet | balance sheet | Net |
| At 31 December 2023 | £m | £m | £m | £m | £m |
| Assets |  |  |  |  |  |
| Derivative financial instruments | 5 | – | 5 | (2) | 3 |
| Cash and cash equivalents | 340 | – | 340 | – | 340 |
| Liabilities |  |  |  |  |  |
| Derivative financial instruments | (17) | – | (17) | 2 | (15) |
| Loans and facilities | (763) | – | (763) | – | (763) |

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  | Gross collateral | Net financial | Related amounts |  |
|  | Gross financial | assets/liabilities | assets/liabilities | not set-off in the |  |
|  | assets/liabilities | set-off | per balance sheet | balance sheet | Net |
| At 31 December 2022 | £m | £m | £m | £m | £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) |

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218  ITV plc  Annual Report and Accounts 2023

#### NOTES TO THE FINANCIAL STATEMENTS

#### SECTION 4: CAPITAL STRUCTURE AND FINANCING COSTS CONTINUED

#### 4.4Net financingcosts

Keeping

it simple

This section details the interest income generated on the Group’s cash and other

financial assets and the interest expense incurred on borrowings and other

financial liabilities.

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:

|  |  |  |
| --- | --- | --- |
|  | 2023 | 2022 |
|  | £m | £m |
| Financing income |  |  |
| Interest income | 14 | 9 |
| Foreign exchange gain | 2 | 3 |
| Pension interest income (see note 3.7) | 9 | – |
| Other finance income | – | 1 |
|  | 25 | 13 |
| Financing costs |  |  |
| Pension interest expense (see note 3.7) | (1) | – |
| Interest expense on financial liabilities measured at amortised cost | (15) | (18) |
| Foreign exchange loss | (7) | (1) |
| Other finance expense | (47) | (20) |
|  | (70) | (39) |
| Net financing costs | (45) | (26) |

Other finance expense includes lease interest payments, finance costs including fair value adjustments on

acquisition-related liabilities and bank charges.

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219ITV plc  Annual Report and Accounts 2023

FINANCIAL STATEMENTS

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 | Level 1 | Level 2 | Level 3 |
|  | 31 December | 31 December | 31 December | 31 December |
|  | 2023 | 2023 | 2023 | 2023 |
|  | £m | £m | £m | £m |
| Assets measured at fair value |  |  |  |  |
| Financial instruments at fair value through reserves |  |  |  |  |
| Other pension assets – gilts (see note 3.7) | 48 | 48 | – | – |
| Financial instruments at fair value through profit or loss |  |  |  |  |
| Money market funds | 125 | 125 | – | – |
| Equity investments (see note 3.5) | 21 | – | – | 21 |
| Financial assets at fair value through profit or loss |  |  |  |  |
| Foreign exchange forward contracts and swaps | 1 | – | 1 | – |
| Convertible loan receivable | 2 | – | – | 2 |
| Financial assets at fair value through reserves |  |  |  |  |
| Cash flow hedges | 4 | – | 4 | – |
|  | 201 | 173 | 5 | 23 |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  | Fair value | Level 1 | Level 2 | Level 3 |
|  | 31 December | 31 December | 31 December | 31 December |
|  | 2023 | 2023 | 2023 | 2023 |
|  | £m | £m | £m | £m |
| Liabilities measured at fair value |  |  |  |  |
| Financial liabilities at fair value through profit or loss |  |  |  |  |
| Acquisition-related liabilities – payable to sellers under  put options agreed on acquisition (see notes 3.1.4 |  |  |  |  |
| and 3.1.5) | (63) | – | – | (63) |
| Financial liabilities at fair value through reserves |  |  |  |  |
| Cash flow hedges | (17) | – | (17) | – |
|  | (80) | – | (17) | (63) |

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.

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220  ITV plc  Annual Report and Accounts 2023

#### NOTES TO THE FINANCIAL STATEMENTS

#### SECTION 4: CAPITAL STRUCTURE AND FINANCING COSTS CONTINUED

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  | Fair value | Level 1 | Level 2 | Level 3 |
|  | 31 December | 31 December | 31 December | 31 December |
|  | 2022 | 2022 | 2022 | 2022 |
|  | £m | £m | £m | £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 | Level 1 | Level 2 | Level 3 |
|  | 31 December | 31 December | 31 December | 31 December |
|  | 2022 | 2022 | 2022 | 2022 |
|  | £m | £m | £m | £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) | – |
|  | (54) | – | (15) | (39) |

Refer to note 4.3 for how we value interest rate swaps and forward foreign currency contracts.

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221ITV plc  Annual Report and Accounts 2023

FINANCIAL STATEMENTS

#### 4.6Leaseliabilities

Keeping

it simple

The Group accounts for operating leases under IFRS 16 ‘Leases’. Lease liabilities

representing the discounted future lease payments and right of use assets

are recognised in the Consolidated Statement of Financial Position. Lease costs

such as property rent are now recognised in the form of depreciation and interest in

the Consolidated Income Statement.

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:

|  |  |  |
| --- | --- | --- |
|  | 2023 | 2022 |
|  | £m | £m |
| Contractual discounted cash flows |  |  |
| Less than one year | 18 | 21 |
| Two to five years | 57 | 55 |
| More than five years | 40 | 56 |
| Lease liabilities at 31 December | 115 | 132 |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  | Currency and |  |
|  | 1 January |  | non-cash | 31 December |
|  | 2023 | Net cash flow | movements | 2023 |
|  | £m | £m | £m | £m |
| Lease liabilities | (132) | 26 | (9) | (115) |
| Total lease liabilities | (132) | 26 | (9) | (115) |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  | Currency and |  |
|  | 1 January |  | non-cash | 31 December |
|  | 2022 | Net cash flow | movements | 2022 |
|  | £m | £m | £m | £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:

|  |  |  |
| --- | --- | --- |
|  | 2023 | 2022 |
|  | £m | £m |
| Interest expense on lease liabilities | (4) | (4) |
| Amounts recognised in the Consolidated Income Statement | (4) | (4) |

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 2023, this was less than

£1 million (2022: less than £1 million).

Variable lease payments that depend on an index or a rate are also less than £1 million (2022: 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 2023 includes one such extension which resulted in an increase in the lease liability of £2 million.

There are no other significant extension options.

The Group signed a subleasing arrangement, which is classified as a finance lease in accordance with IFRS 16 ‘Leases’.

In accordance with the standard, the right of use asset with a net book value of £8 million was derecognised and

replaced by a net investment in the sublease which has been recognised within other receivables. See note 3.2. This

arrangement does not impact the lease liabilities arising from the original lease which have been included in this note.

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222  ITV plc  Annual Report and Accounts 2023

#### NOTES TO THE FINANCIAL STATEMENTS

#### SECTION 4: CAPITAL STRUCTURE AND FINANCING COSTS CONTINUED

#### 4.7Equity

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 2023 of £406 million (2022: £403 million) and share premium of £174 million

(2022: £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:

|  |  |  |
| --- | --- | --- |
|  | 2023 | 2022 |
|  | £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) | (34) |
| 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.

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 gain of £5 million (2022: loss of £1 million). This is made

up of a gain on cash flow hedges in the year of £6 million (2022: loss of £2 million) and a related tax charge of

£1 million (2022: credit of £1 million)

•  The net movement in the cost of hedging reserve was a gain of £4 million (2022: £nil). This is made up of a gain on

the cost of hedging in the year of £6 million (2022: £nil) and a related tax charge of £2 million (2022: £nil)

4.7.4 Fair value reserve

The fair value reserve comprises all movements arising on the revaluation of gilts accounted for at fair value through

OCI. The movement in 2023 is a £1 million loss on revaluation (2022: loss of £19 million) and a related tax credit of

£nil (2022: £5 million credit). 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 £210 million

(2022: £428 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.

The Board recognises the importance of the ordinary dividend to ITV shareholders. Reflecting its confidence in the

business and its strategy, as well as the continued strong cash generation, the Board proposes a final dividend of

3.3p (2022:3.3p), giving a full year dividend of 5.0p (2022: 5.0p) per share. £201 million of dividends were paid (2022:

£201 million), representing a final 2022 dividend of 3.3p per share and an interim 2023 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 2023 comprises:

•  The share of loss attributable to NCI of £1 million (2022: share of profit attributable to NCI of £7 million)

•  Foreign exchange losses of £4 million (2022: gains of £8 million)

•  The distributions made to NCI of £1 million (2022: £3 million)

•  The share of net assets attributable to NCI relating to subsidiaries acquired, disposed or changes in ownership

interest in 2023 of £6 million (2022: £4 million)

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223ITV plc  Annual Report and Accounts 2023

FINANCIAL STATEMENTS

#### 4.8Share-basedcompensation

Keeping

it simple

The Group 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), Executive Share Plan (ESP),

Performance Share Plan (PSP), Long Term Incentive Plan (LTIP) and Save As You

Earn (SAYE) schemes. The share-based compensation is not pensionable.

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

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, exercises were satisfied by

using shares purchased in the market and held in the ITV Employees’ Benefit Trust as well as the issue of new shares.

Share-based compensation charges totalled £16 million in 2023 (2022: £19 million).

Share options outstanding

The table below summarises the movements in the number of share options outstanding for the Group and their

weighted average exercise price:

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  | 2023 |  | 2022 |
|  |  | Weighted |  | Weighted |
|  | Number | average | Number | average |
|  | of options | exercise price | of options | exercise price |
|  | (‘000) | (pence) | (‘000) | (pence) |
| Outstanding at 1 January | 104,729 | 24.74 | 98,934 | 24.98 |
| Granted during the year – nil priced | 20,993 | – | 17,238 | – |
| Granted during the year – other | 16,395 | 59.21 | 13,814 | 62.85 |
| Forfeited during the year | (4,210) | 68.61 | (3,095) | 56.49 |
| Exercised during the year – nil priced | (15,551) | – | (6,201) | – |
| Exercised during the year – other | (12,954) | 49.31 | (110) | 50.61 |
| Expired during the year | (19,168) | 15.57 | (15,851) | 35.87 |
| Outstanding at 31 December | 90,234 | 25.88 | 104,729 | 24.74 |
| Exercisable at 31 December | 12,933 | 34.88 | 4,383 | 30.63 |

The average share price during 2023 was 73.10 pence (2022: 78.32 pence).

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224  ITV plc  Annual Report and Accounts 2023

#### 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:

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  | 2023 |  |  | 2022 |
|  |  |  | 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 | – | 49,386 | 0.33 | – | 59,056 | 0.29 |
| 20.00 – 49.99 | 49.17 | 15,330 | 1.17 | 49.17 | 29,225 | 1.81 |
| 50.00 – 69.99 | 58.51 | 21,454 | 2.79 | 61.73 | 10,878 | 3.44 |
| 70.00 – 99.99 | 79.42 | 3,965 | 2.12 | 85.22 | 5,351 | 1.35 |
| 100.00 – 109.99 | 105.98 | 61 | 0.92 | 105.98 | 90 | 1.46 |
| 120.00 – 149.99 | 135.20 | 38 | 0.33 | 130.61 | 129 | 0.94 |

#### Assumptions

ESP, 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 year 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 | 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 |
| 3 Year | 5 April 2023 | 79.78 | 70.12 | 45.43 | 3.25 | – | 3.40 | 21.53 |
| 5 Year | 5 April 2023 | 79.78 | 70.12 | 42.41 | 5.25 | – | 3.28 | 20.99 |
| 3 Year | 13 September 2023 | 72.34 | 56.37 | 40.60 | 3.25 | – | 4.47 | 20.17 |
| 5 Year | 13 September 2023 | 72.34 | 56.37 | 42.27 | 5.25 | – | 4.29 | 20.57 |

#### 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 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 2023 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 2023 | 14,587,379 | 1,458,738 |
| LTIP releases |  | (93,835) |  |
| DSA  releas es |  | (3,115,726) |  |
| ESP releases |  | (226,277) |  |
| PSP releases |  | (5,995,984) |  |
| SAYE releases |  | (13,150,667) |  |
| Market purchased shares |  | 9,510,276 |  |
| Newly issued shares |  | 27,000,000 |  |
|  | 31 December 2023 | 28,515,166 | 2,851,517 |

The total number of shares held by the EBT at 31 December 2023 represents 0.77% (2022: 0.36%) of ITV’s issued

share capital. The market value of own shares held at 31 December 2023 is £18 million (2022: £11 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.

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225ITV plc  Annual Report and Accounts 2023

FINANCIAL STATEMENTS

#### SECTION 5: OTHER NOTES

5.1

Related

party

transactions

Keeping

it simple

The related parties identified by the Directors include joint ventures, associated

undertakings, fixed asset investments and key management personnel.

To enable users of our financial statements to form a view about the effects of

related party relationships on the Group, we disclose the Group’s transactions with

those related parties during the year and any associated year end trading balances.

Transactions with joint ventures and associated undertakings

Transactions with joint ventures and associated undertakings during the year were:

|  |  |  |
| --- | --- | --- |
|  | 2023 | 2022 |
|  | £m | £m |
| Sales to joint ventures | 60 | 41 |
| Sales to associated undertakings | 13 | 16 |
| Purchases from joint ventures | 33 | 33 |
| Purchases from associated undertakings | 78 | 77 |

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:

|  |  |  |
| --- | --- | --- |
|  | 2023 | 2022 |
|  | £m | £m |
| Amounts owed by joint ventures | 41 | 12 |
| Amounts owed by associated undertakings | 10 | 19 |
| Amounts owed to joint ventures | 6 | 5 |
| Amounts owed to associated undertakings | 8 | 17 |

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:

|  |  |  |
| --- | --- | --- |
|  | 2023 | 2022 |
|  | £m | £m |
| Short-term employee benefits | 11 | 11 |
| Share-based compensation | 6 | 6 |
|  | 17 | 17 |

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226  ITV plc  Annual Report and Accounts 2023

#### NOTES TO THE FINANCIAL STATEMENTS

#### SECTION 5: OTHER NOTES CONTINUED

#### 5.2Contingentassets andliabilities

Keeping

it simple

A contingent asset or liability is a liability that is not sufficiently certain to qualify for

recognition as an asset or provision where uncertainty may exist regarding the

outcome of future events.

Contingent liabilities

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. In addition, the determination of employment

tax status of some individuals contracted by ITV is complex and a future liability could arise in relation to this. None

of these items are expected to have a material effect on the Group’s results or financial position.

As previously reported, 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 the CMA has confirmed it is currently

undertaking further investigation until at least March 2024, subsequent to which ITV anticipates it will receive

additional detail regarding any future steps.

On 11 October 2023, the CMA opened an investigation into certain conduct of ITV and other named companies

in the sector relating to the production and broadcasting of television content in the UK, excluding sports content.

The investigation remains 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 in relation to both investigations.

#### 5.3Subsequentevents

Keeping

it simple

Where the Group receives information in the period between 31 December 2023

and the date of this report about conditions related to certain events that existed at

31 December 2023, we update our disclosures that relate to those conditions in light

of the new information. Such events can be categorised as adjusting or non-

adjusting depending on whether the condition existed at 31 December 2023. If non-

adjusting events are material, non-disclosure could influence the economic

decisions that users make on the basis of the financial statements. Accordingly, for

each material category of non-adjusting event after the reporting period we

disclose in this section the nature of the event and an estimate of its financial

effect, or a statement that such an estimate cannot be made.

#### Disposal of the Group’s Interests in BritBox International

On 1 March 2024, the Group announced the sale of its entire 50% interest in digital streaming service, BritBox

International to its joint venture partner BBC Studios for a cash consideration of £255 million. The transaction has

been effected by the disposal of the Group’s 50% interests in BritBox LLC, BB Rights LLC, Denipurna Limited and

BritBox International Limited and the 100% interest in ITV SVOD Australia Pty Ltd, which holds the 50% interest in

BritBox Australia Management Pty Limited.

At 31 December 2023, the Group included these interests at their carrying value of £66 million, as held for sale in the

Consolidated Statement of Financial Position. See notes 3.4 and 3.5.

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227ITV plc  Annual Report and Accounts 2023

FINANCIAL STATEMENTS

5.4

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 |
| 04195187 | 12 Yard Productions (Investments) Limited |  |  | 03089273 | ITV Ventures Limited |
| 04145307 | 12 Yard Productions Limited |  |  | 11107431 | ITV Vera Limited |
| 10058419 | Back Productions Limited |  |  | 14460676 | ITV WKOW Limited |
| 13087812 | Big Talk Alone Limited |  |  | 13087699 | ITV Y&M Limited |
| 10496857 | Big Talk Cold Feet Limited |  |  | 05518785 | Juice Music UK Limited |
| 12092620 | Big Talk Friday Limited |  |  | 05976348 | Mammoth Screen Limited |
| 11109596 | Big Talk Goes Wrong Limited |  |  | 09355455 | Mammoth Screen (End) Limited |
| 13087733 | Big Talk Horseface Limited |  |  | 08546227 | Mammoth Screen (End2) Limited |
| 13087735 | Big Talk I Hate You Limited |  |  | 10528827 | Mammoth Screen (End9) Limited |
| 07037447 | Big Talk Investments Limited |  |  | 11109917 | Mammoth Screen (End6) Limited |
| 10528952 | Big Talk Living the Dream Limited |  |  | 11908267 | Mammoth Screen (End7) Limited |
| 13813181 | Big Talk Ludwig Limited |  |  | 12368766 | Mammoth Screen (End8) Limited |
| 11723899 | Big Talk Offenders Limited |  |  | 13087685 | Mammoth Screen (Evans) Limited |
| 11109572 | Big Talk Peacock Limited |  |  | 12368661 | Mammoth Screen (FS) Limited |
| 02897434 | Big Talk Pictures Limited |  |  | 13989267 | Mammoth Screen (GK) Limited |
| 06567813 | Big Talk Studios Limited |  |  | 11995990 | Mammoth Screen (MD) Limited |
| 02936337 | Boom Cymru TV Ltd |  |  | 12735978 | Mammoth Screen (MD2) Limited |
| 07922831 | Boom Pictures Limited |  |  | 13989179 | Mammoth Screen (MIE) Limited |
| 03866274 | Box Clever Technology Limited |  |  | 11062257 | Mammoth Screen (NC) Limited |
| 04192851 | Box Clever Trustees Limited |  |  | 09660486 | Mammoth Screen (Pol2) Limited |
| 11801341 | BritBox SVOD Limited |  |  | 10031005 | Mammoth Screen (Pol3) Limited |
| 01891539 | Broad Street Films Limited |  |  | 10528763 | Mammoth Screen (Pol4) Limited |
| 02285229 | Campania Limited |  |  | 11108289 | Mammoth Screen (Pol5) Limited |
| 04159249 | Carlton Content Holdings Limited |  |  | 08799982 | Mammoth Screen (Poldark) Limited |
| 00301188 | Carlton Film Distributors Limited |  |  | 09646520 | Mammoth Screen (QV) Limited |
| 01692483 | Carlton Finance Limited |  |  | 11108327 | Mammoth Screen (Serpent) Limited |
| 03984490 | Carlton Food Network Limited |  |  | 11204836 | Mammoth Screen (SG) Limited |
| 03053908 | Carlton Programmes Development Limited |  |  | NI678277 | Mammoth Screen (TJ) Limited |
| 03210452 | Carlton Screen Advertising (Holdings) Limited |  |  | 13087656 | Mammoth Screen (Tower) Limited |
| 03210363 | Carltonco Ninety-Six |  |  | 10528702 | Mammoth Screen (VF) Limited |
| 02280048 | Castlefield Properties Limited |  |  | 11108322 | Mammoth Screen (Vic3) Limited |
| 06409013 | Cat’s on the Roof Media Limited |  |  | 11108320 | Mammoth Screen (WOF) Limited |
| 04257248 | Channel Television Holdings Limited |  |  | NI687412 | Mammoth Screen (WOF2) Limited |
| 08195508 | Cirkus Limited |  |  | 10973979 | Mammoth Screen (WOTW) Limited |
| 10240192 | Cloth Cat LBB Limited |  |  | 13412337 | Metavision Limited |
| 02852812 | Cosgrove Hall Films Limited |  |  | 09477931 | Monumental Television Limited |
| 09366309 | Crook Productions Limited |  |  | 04201477 | Morning TV Limited |
| 05421502 | Cynhyrchiadau Boomerang Cyfyngedig |  |  | 12368748 | MT Ghosts Limited |
| 08479545 | Double Double Limited |  |  | 14764613 | MT Marlow Murder Club Limited |
| 07821062 | EQ Pictures Limited |  |  | 13813329 | MT Mrs Sidhu Limited |
| 09366308 | Gameface Productions Limited |  |  | 13989060 | MT Maryland Limited |
| 05946785 | Gorilla TV Group Limited |  |  | 13087117 | MT Murder in Provence Limited |
| 03776018 | Gorilla TV Limited |  |  | 14763338 | Output Productions Limited |
| 00290076 | Granada Group Limited |  |  | 07473151 | Oxford Scientific Films Limited |
| 03962410 | Granada Limited |  |  | 13506403 | Planet Woo Limited |
| 03106798 | Granada Media Limited |  |  | 15175627 | Planet V Limited |
| 05344772 | Granada Screen (2005) Limited |  |  | 09020906 | Possessed Limited |
| 00733063 | Granada Television Overseas Limited |  |  | 14163547 | QSP ATF Limited |
| 00250311 | Granada UK Rental and Retail Limited |  |  | 14784655 | QSP Buried Limited |
| 04842712 | Interactive Telephony Limited |  |  | 14163654 | QSP FMO Limited |
| 00608490 | ITC Entertainment Group Limited |  |  | 14460916 | QSP Ghosted Limited |
| SC375274 | ITV (Scotland) Limited |  |  | 14496123 | QSP Men Up Limited |
| 11516620 | ITV | 112 | Limited | 14458573 | QSP MU Limited |
| 12956892 | ITV AdVentures Limited |  |  | 14462220 | QSP MY Limited |
| 13087805 | ITV Alde  r  Limited |  |  | 14460933 | QSP PD Limited |
| 14047839 | ITV Archie Limited |  |  | 14460663 | QSP TRK Limited |
| 11667230 | ITV Barking Limited |  |  | 13714204 | QSP Nolly Limited |
| 02578005 | ITV Breakfast Limited |  |  | 14048037 | QSP SO limited |
| 02937518 | ITV Consume  r  Limited |  |  | 12350991 | Second Act (Grace) Limited |
| 13087759 | ITV Duneen Limited |  |  | 09366311 | Second Act Productions Limited |
| 10494684 | ITV Enterprises Limited |  |  | 07714999 | Sightseers Film Limited |
| 04159210 | ITV Holdings Limited |  |  | 03991026 | So Television Limited |
| 14133299 | ITV Grace Limited |  |  | 11423826 | The Addressable Platform Limited |
| 04159213 | ITV International Channels Limited |  |  | 07155077 | The Garden Productions Limited |
| 14846610 | ITV JCDM Limited |  |  | 02351132 | TwoFour Broadcast Limited |
| SC473179 | ITV LTVC (Scotland) Limited |  |  | 08602993 | TwoFour Group Holdings Limited |
| 14863612 | ITV Mandrake Limited |  |  | 05493388 | TwoFour Group Limited |
| 13989147 | ITV Maternal Limited |  |  | 11109744 | WP Anne Limited |
| 00603893 | ITV Network Limited |  |  | 10796122 | WP Bodyguard Limited |
| 11723842 | ITV Nightingale Limited |  |  | 14360979 | WP Delia Limited |
| 00603471 | ITV Pension Scheme Limited |  |  | 12368643 | WP Diplomat Limited |
| 14461569 | ITV POS Limited |  |  | 13988864 | WP Fifteen Limited |

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228  ITV plc  Annual Report and Accounts 2023

#### NOTES TO THE FINANCIAL STATEMENTS

#### SECTION 5: OTHER NOTES CONTINUED

|  |  |  |  |
| --- | --- | --- | --- |
| Company number | Company name | Company number | Company name |
| 01565625 | ITV Properties (Developments) Limited | 12116627 | WP Karen Pirie Limited |
| 13087782 | ITV Ralph and Katie Limited | 14988579 | WP Lockerbie Limited |
| 14460328 | ITV RE Limited | 11109287 | WP LOD5 Limited |
| 08554937 | ITV Shetland Limited | 12116457 | WP LOD6 Limited |
| 11723826 | ITV Spy Limited | 13087865 | WP Malpractice Limited |
| 02203983 | ITV Studios Global Distribution Limited | 12116461 | WP Pembrokeshire Limited |
| 09498877 | ITV TFG Holdings Limited | 13087860 | WP RM Limited |
| 11107934 | ITV The Bay Limited | 11109929 | WP Save Me 2 Limited |
| 13087693 | ITV The Reckoning Limited | 12368475 | WP Showtrial Limited |
| 12368504 | ITV TLC Limited | 14653603 | WP The Gathering Limited |
| 09498177 | ITV Top Class Limited | 12368477 | WP The Suspect Limited |
| 14048049 | ITV Venturer Limited | 11109437 | WP Vigil Limited |

ITV Properties (Jersey) Limited is exempt from audit under article 113 of the Companies Act (Jersey) Law 1991.

![]()

229ITV plc  Annual Report and Accounts 2023

FINANCIAL STATEMENTS

#### ITV PLC COMPANY FINANCIAL STATEMENTS

#### Statement of Financial Position

As at 31 December

Note

2023

£m

2022

£m

Non-current assets

Investments in subsidiary undertakings  iii  3,224  3,224

Derivative financial instruments  vi  2  2

Other receivables    4  –

Deferred tax asset    2  3

3,232  3,229

Current assets

Amounts owed by subsidiary undertakings due within one year  iv  3,569  2,954

Amounts owed by subsidiary undertakings due after more than one year  iv  97  96

Amounts owed by subsidiary undertakings  iv  3,666  3,050

Derivative financial instruments  vi  5  7

Other receivables    28  17

Cash and cash equivalents  v  226  197

3,925  3,271

Borrowings    –  (279)

Amounts owed to subsidiary undertakings  iv  (3,563)  (2,681)

Accruals    (9)  (8)

Derivative financial instruments  vi  (5)  (8)

Current liabilities    (3,577)  (2,976)

Net current assets    348  295

Borrowings  v  (750)  (531)

Derivative financial instruments  vi  (16)  (10)

Non-current liabilities    (766)  (541)

Net assets    2,814  2,983

Share capital  vii  406  403

Share premium  viii  174  174

Other reserves  viii  34  29

Retained earnings  viii  2,200  2,377

Total shareholders’ funds    2,814  2,983

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 £7 million (2022: profit of £800 million).

The financial statements on pages 229 to 242 were approved by the Board of Directors on 7 March 2024 and signed on its behalf by

#### Chris Kennedy

Director

![]()

230  ITV plc  Annual Report and Accounts 2023

#### ITV PLC COMPANY FINANCIAL STATEMENTS CONTINUED

#### Company Statement of Changes in Equity

Note

Share

capital

£m

Share

premium

£m

Other

reserves

£m

Retained

earnings

£m

Total

£m

Balance at 1 January 2023  vii/viii  403  174  29  2,377  2,983

Total comprehensive income for the year

Profit for the year    –  –  –  7  7

Net gain on cash flow hedges and cost of hedging    –  –  5  –  5

Total comprehensive income for the year    –  –  5  7 12

Transactions with owners recorded directly in equity

Contributions by and distributions to owners

Issue of shares

3 – – – 3

Equity dividends   – – – (201) (201)

Movements due to share-based compensation    –  –  –  16  16

Tax on items taken directly to equity    –  –  –  1  1

Total transactions with owners    3  –  –  (184) (181)

Balance at 31 December 2023    406  174  34  2,200  2,814

Note

Share

capital

£m

Share

premium

£m

Other

reserves

£m

Retained

earnings

£m

Total

£m

Balance at 1 January 2022    403  174  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

![]()

231ITV plc  Annual Report and Accounts 2023

FINANCIAL STATEMENTS

#### NOTES TO THE ITV PLC COMPANY FINANCIAL STATEMENTS

#### Note iAccountingpolicies

In this

section

This section sets out the notes to the ITV plc Company only financial

statements. 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

financial statements.

#### Basis of preparation

The Company is a qualifying entity as it is a member of the ITV plc Group where ITV plc, the ultimate parent prepares

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

and Wales.

In preparing these financial statements, the Company applies the recognition, measurement and disclosure

requirements of international accounting standards in conformity with the requirements of the Companies Act 2006

(‘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.

#### Exemptions applied

The following exemptions from the requirements of IFRS have been applied in the preparation of these financial

statements, in accordance with FRS 101:

•  Presentation of a Statement of Cash Flows and related notes

•  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 Payments’ in respect of group settled share-based compensation

•  Disclosures required by IFRS 7 ‘Financial Instruments: Disclosure’

•  Certain disclosures required under IFRS 13 ‘Fair Value Measurement’

•  Disclosure of information in relation to new standards not yet applied

The Company proposes to continue to apply the reduced disclosure framework of FRS 101 in its next financial statements.

The financial statements have been prepared on a going concern basis.

#### Changes in accounting policy

New accounting standards, interpretations and amendments that are effective from 1 January 2023 have not had

significant impact on the Company’s results or Statement of Financial Position.

#### Accounting standards effective in future periods

The Directors have considered the impact on the Company 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 Company’s

results and Statement of Financial Position.

#### 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.

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232  ITV plc  Annual Report and Accounts 2023

#### 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 require 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 year 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), Executive Share Plan

(ESP) 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.

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233ITV plc  Annual Report and Accounts 2023

FINANCIAL STATEMENTS

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 ITV 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.

#### Note iiEmployees andshare-basedcompensationEmployees

Two (2022: 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 compensation

The weighted average share price of share options exercised during the year was 49.3 pence (2022: 50.6 pence)

(excluding nil priced share options). The options outstanding at the year end have an exercise price in the range of nil

to 135.20 pence (2022: nil to 130.61 pence) and a weighted average contractual life of one year (2022: two years) for

all the schemes in place for the Group.

#### Note iiiInvestmentsin subsidiaryundertakings

The carrying value of the Company’s investments in subsidiary undertakings at 31 December 2023 was £3,224 million

(2022: £3,224 million).

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 investments in subsidiary undertakings.

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 2023 (2022: no impairment).

The listing of subsidiary undertakings and investments is listed on page 238 to 242.

#### Note ivAmountsowed (to)/fromsubsidiaryundertakings

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 the particular receivables if the deterioration of financial position is observed.

During the year, the Company provided for £22 million (2022: £192 million) of doubtful debts for amounts owed by its

subsidiary undertakings. £2 million (2022: £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

j

udgement as the assessment is based on either net assets of the undertaking or forecast future performance.

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234  ITV plc  Annual Report and Accounts 2023

#### NOTES TO THE ITV PLC COMPANY FINANCIAL STATEMENTS CONTINUED

#### Note vNet debt

Keeping

it simple

The Directors manage the Group’s capital structure as disclosed in section 4 to

the consolidated financial statements. Borrowings, cash and derivative financial

instruments are mainly held by ITV plc and disclosed in these Company

financial statements.

#### Cash and cash equivalents

At 31 December 2023, the Company has a cash position of £226 million (2022: £197 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 which was undrawn at 31 December 2023. The original terms of the RCF ran until

January 2027; however, the Group took the opportunity to request an extension for one year on the first and second

anniversary of the facility. As a result, £83 million of the RCF is committed until January 2028 and £417 million is

committed until January 2029. The RCF was undrawn as at 31 December 2023 (2022: drawn-down by £50 million).

The €259 million Eurobond was repaid in December 2023. The sterling-equivalent repayment value, totalling £233 million,

had been hedged using FX forward rate agreements.

#### Loans and loan notes due after one year

The Company has a €600 million Eurobond in issue 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%.

A new £230 million term loan was taken out in the year, and was fully drawn-down in December 2023 in order to

repay the €259 million Eurobond. The term loan matures in July 2027. Interest on the loan is determined as an

aggregate of compounded SONIA plus a margin.

See section 4.1 of the Group Notes for further details of borrowings and available facilities.

#### Note viManagingmarket risks:derivativefinancialinstruments

#### What is the value of our derivative financial instruments?

Assets

2023

£m

Liabilities

2023

£m

Current

Foreign exchange forward contracts and swaps – fair value through profit or loss  5  (5)

Non-current

Cross-currency interest swaps – cash flow hedges  –  (15)

Foreign exchange forward contracts and swaps – fair value through profit or loss  2  (1)

7  (21)

Assets

2022

£m

Liabilities

2022

£m

Current

Foreign exchange forward contracts and swaps – fair value through profit or loss  7  (7)

Foreign exchange forward contracts and swaps – cash flow hedges

– (1)

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)

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 Company’s foreign exchange policy is to use forward foreign exchange contracts and cross-currency interest

rate swaps both to manage foreign currency cash flow timing differences and to hedge foreign currency

denominated monetary items.

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

rate swaps for the same foreign currency amount and maturity date as the expected foreign currency outflow.

The amount recognised in other comprehensive income during the year all relates to the effective portion of the

revaluation loss associated with these contracts. A cumulative loss of £26 million (2022: £37 million of cumulative

gain) was recycled to the Consolidated Income statement to off-set movements on the hedged item, a residual

£7 million loss (2022: £3 million loss) remained on the income statement which was not offset.

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235ITV plc  Annual Report and Accounts 2023

FINANCIAL STATEMENTS

Under IFRS 9, the Company 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 Statement of Financial Position and amortised

through net financing costs in the 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 Statement of Comprehensive Income.

#### 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.

At 31 December 2023\*

Carrying

value

£m

Total

contractual

cash flows

£m

Less than

1 year

£m

Between

1 and 2 years

£m

Between

2 and 5 years

£m

Over 5 years

£m

Non-current and current

Cross-currency swaps – cash

flow hedges

Inflow  –  542  7  7  528  –

Outflow  (15)  (580)  (16)  (16)  (548)  –

Foreign exchange forward contracts

and swaps – fair value through profit

or loss

Inflow  7  614  514  100  –  –

Outflow  (6)  (614)  (514)  (100)  –  –

(14)  (38)  (9)  (9)  (20)  –

At 31 December 2022\*

Carrying

value

£m

Total

contractual

cash flows

£m

Less than

1 year

£m

Between

1 and 2 years

£m

Between

2 and 5 years

£m

Over 5 years

£m

Non-current and current

Foreign exchange forward contracts

and swaps – cash flow hedges

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)  –

\*  The Company is jointly and severally liable for VAT at 31 December 2023 of £43 million (31 December 2022: £35 million)

#### Note viiShare capital

Allotted, issued

and fully paid

2023

£m

Allotted, issued

and fully paid

2022

£m

Allotted, issued and fully paid ordinary shares of 10 pence each      406  403

Total   406 403

The Company’s ordinary shares give shareholders equal rights to vote, receive dividends and to the repayment of capital.

The Company issued 27 million ordinary shares in the year to the ITV Employees’ Benefit Trust (EBT) to satisfy the

share-based compensation awards. See note 4.8 for further details.

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236  ITV plc  Annual Report and Accounts 2023

#### NOTES TO THE ITV PLC COMPANY FINANCIAL STATEMENTS CONTINUED

#### Note viiiEquity anddividends

Keeping

it simple

ITV plc is a non-trading investment holding company and derives its profits from

dividends paid by subsidiary companies.

The Directors consider the Company’s capital structure and dividend policy at

least twice a year ahead of announcing results and do so in the context of its

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 dividend policy is influenced by a number of the principal risks as identified

on pages 57 to 64 that could have a negative impact on the performance

of the Company.

In determining the level of dividend in any year, the Directors follow the dividend

policy and also consider a number of other factors that influence the proposed

dividend and dividend policy, including:

•  The level of retained distributable reserves in ITV plc the Company

•  Availability of cash resources (as disclosed in note 4.1 to the consolidated

financial statements) and

•  Future cash commitments and investment plans, to deliver the Company’s

long-term strategic plan

•  Consideration of the factors underlying the Directors’ viability assessment and

•  The future availability of funds required to meet longer-term obligations

including pension commitments.

#### Equity

The retained earnings reserve includes profit after tax for the year of £7 million (2022: £800 million), which includes

dividends of £nil from subsidiaries in 2023 (2022: £980 million).

During the year, the Company provided for £22 million (2022: £192 million) of doubtful debts for amounts owed by its

subsidiary undertakings. £2 million (2022: £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 circumstances indicate that the carrying value may be impaired. 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.

The share premium of £174 million remains unchanged in the year. Other reserves of £34 million (2022: £29 million)

comprises Merger reserves of £36 million (2022: £36 million) which relate to share buybacks in prior years and Translation

reserves with net losses of £2 million (net losses of £7 million) which relate to cash flow hedges and cost of hedging.

#### Dividends

The Board recognises the importance of the ordinary dividend to ITV shareholders. Reflecting its confidence in the

business and its strategy, as well as the continued strong cash generation, the Board proposes a final dividend of 3.3p

(2022:3.3p), giving a full year dividend of 5.0p (2022: 5.0p) per share. In 2023, £201 million of dividends were paid

(2022: £201 million), representing a final 2022 dividend of 3.3p per share and an interim 2023 dividend of 1.7p per share.

#### Note ixContingentliabilities

Keeping

it simple

A contingent liability is a liability that is not sufficiently certain to qualify for

recognition as a provision where uncertainty may exist regarding the outcome of

future events.

As previously reported, 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 the CMA has confirmed it is currently

undertaking further investigation until at least March 2024, subsequent to which ITV anticipates it will receive

additional detail regarding any future steps.

On 11 October 2023, the CMA opened an investigation into certain conduct of ITV and other named companies in

the sector relating to the production and broadcasting of television content in the UK, excluding sports content.

The investigation remains 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 in relation to both investigations.

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.

Under a Group registration, the Company is jointly and severally liable for VAT at 31 December 2023 of £43 million

(31 December 2022: £35 million).

The Company has guaranteed certain performance and financial obligations of subsidiary undertakings.

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237ITV plc  Annual Report and Accounts 2023

FINANCIAL STATEMENTS

#### Note xCapital andothercommitments

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 contracts to guarantee the performance and/or financial obligations of other

companies within the Group. In this respect, the Company treats these guarantee contracts as contingent liabilities

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 2023, the facility was undrawn.

During 2023, the Group secured £100 million of committed funding via a new bilateral RCF, which matures in

December 2028. The terms and conditions, including financial covenants but not emissions targets, are aligned

to the £500 million RCF facility. The facility is currently undrawn.

There are no capital commitments at 31 December 2023 (2022: none).

#### Note xiRelated partytransactions

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:

2023

£m

2022

£m

Amounts owed by subsidiary undertakings that are not wholly owned  42  55

Amounts owed to subsidiary undertakings that are not wholly owned  (24)  (4)

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 World Productions Limited.

#### Transactions with key management personnel

Key management consists of ITV plc Executive Directors.

Key management personnel compensation, on an accounting basis, is as follows:

2023

£m

2022

£m

Short-term employee benefits  3  3

Share-based compensation  2  3

5  6

Total emoluments and gains on share options received by key management personnel in the year were:

2023

£m

2022

£m

Emoluments  2  3

Gains on exercise of share options  1  –

3  3

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238  ITV plc  Annual Report and Accounts 2023

#### SUBSIDIARY UNDERTAKINGS AND INVESTMENTS

Wholly-owned subsidiary undertakings of the Company at 31 December 2023, all of which are wholly owned (directly or indirectly)

and incorporated and registered where stated.

Company Name Country % Holding

12 Yard Productions (Investments) Limited (1)(a) UK 100

12 Yard Productions Limited (1)(a) UK 100

A.C.E. (1988) Limited (1)(a) UK 100

Back Productions Limited (7)(a) UK 100

Big Talk Alone Limited (1)(a) UK 100

Big Talk Cold Feet Limited (1)(a) UK 100

Big Talk Friday Limited (1)(a) UK 100

Big Talk Goes Wrong Limited (1)(a) UK 100

Big Talk Horseface (1)(a) UK 100

Big Talk I Hate You Limited (1)(a) UK 100

Big Talk Investments Limited (1)(a) UK 100

Big Talk Living the Dream Limited (1)(a) UK 100

Big Talk Ludwig Limited (1)(a) UK 100

Big Talk Offenders Limited (1)(a) UK 100

Big Talk Peacock Limited (1)(a) UK 100

Big Talk Pictures Limited (1)(a) UK 100

Big Talk Studios Limited (1)(a) UK 100

Boom Cymru TV Ltd (5)(a) UK 100

Boom Pictures Limited (1)(a) UK 100

Box Clever Technology Limited (1)(a) UK 100

Box Clever Trustees Limited (83)(a) UK 100

BritBox SVOD Limited (1)(a) UK 100

Broad Street Films Limited (1)(a) UK 100

Campania Limited (1)(a)(k) UK 100

Carbon Media Limited (1)(a) UK 100

Carlton Active Limited (1)(a) UK 100

Carlton Cinema Limited (1)(a) UK 100

Carlton Communications Limited\* (1)(a)(d) UK 100

Carlton Content Holdings Limited (1)(a) UK 100

Carlton Film Distributors Limited (1)(a)  UK 100

Carlton Finance Limited (1)(a) UK 100

Carlton Food Network Limited (1)(a) UK 100

Carlton Programmes Development Limited (1)(a) UK 100

Carlton Screen Advertising (Holdings) Limited (1)(a) UK 100

Carltonco 99 Limited (1)(a) UK 100

Carltonco Eighty-One Limited (1)(a)(b) UK 100

Carltonco Fifty Limited (1)(a)(k) UK 100

Carltonco Forty-Five Limited (1)(a) UK 100

Carltonco Ninety-Six (1)(a)(f) UK 100

Carltonco Seventeen Limited (1)(a) UK 100

Castlefield Properties Limited (1)(a) UK 100

Cat’s on the Roof Media Limited (1)(a) UK 100

Central Television Limited (1)(a) UK 100

Channel Television Holdings Limited (1)(a) UK 100

Cirkus Limited (1)(a) UK 100

Cloth Cat LBB Limited (5)(a) UK 100

Cosgrove Hall Films Limited (1)(a) UK 100

Crook Productions Limited (1)(a) UK 100

Cynhyrchiadau Boomerang Cyf (5)(a) UK 100

Double Double Limited (1)(a) UK 100

Electronic Rentals Group (1)(a) UK 100

EQ Pictures Limited (1)(a) UK 100

Gameface Productions Limited (1)(a) UK 100

GIL Limited (1)(a) UK 100

Gorilla TV Group Limited (5)(a) UK 100

Gorilla TV Limited (5)(a) UK 100

Granada AV Solutions Limited (1)(a) UK 100

Granada Film (1)(a) UK 100

Granada Film Productions Limited (1)(a) UK 100

Granada Group Limited (1)(a) UK 100

Granada Limited (1)(a) UK 100

Granada Media Limited (1)(a)(l) UK 100

Granada Screen (2005) Limited (1)(a) UK 100

Granada Television Limited (1)(a) UK 100

Granada Television Overseas Limited (1)(a) UK 100

Granada UK Rental and Retail Limited (1)(a)(e) UK 100

Interactive Telephony Limited (1)(a) UK 100

Company Name Country % Holding

International Television Enterprises London Limited (1)(a)(d) UK 100

ITC Distribution (1)(a) UK 100

ITC Entertainment Group Limited (1)(a) UK 100

ITC Entertainment Holdings Limited (1)(a) UK 100

ITV (Scotland) Limited (20)(a) UK 100

ITV 112 Limited (9)(a) UK 100

ITV AdVentures Limited (1)(a) UK 100

ITV Alder Limited (1)(a) UK 100

ITV Archie Limited (1)(a) UK 100

ITV Barking Limited (1)(a) UK 100

ITV Breakfast Broadcasting Limited (1)(a) UK 100

ITV Breakfast Limited (1)(a) UK 100

ITV Broadcasting Limited (1)(a) UK 100

ITV Central Limited (1)(a) UK 100

ITV Consumer Limited (1)(a) UK 100

ITV DC Trustee Limited (1)(a) UK 100

ITV Digital Channels Limited (1)(a) UK 100

ITV Duneen Limited (1)(a) UK 100

ITV Enterprises Limited (1)(a) UK 100

ITV Grace Limited (1)(a) UK 100

ITV Holdings Limited (1)(a) UK 100

ITV International Channels Limited (1)(a) UK 100

ITV Investments Limited\* (1)(a) UK 100

ITV JCDM Limited (1)(a) UK 100

ITV LTVC (Scotland) Limited (20)(a) UK 100

ITV Mandrake Limited (1)(a) UK 100

ITV Maternal Limited (1)(a) UK 100

ITV Meridian Limited (1)(a) UK 100

ITV Nightingale Limited (1)(a) UK 100

ITV Pension Scheme Limited (1)(a)(b) UK 100

ITV POS Limited (1)(a) UK 100

ITV Properties (Developments) Limited (1)(a) UK 100

ITV Ralph and Katie Limited (1)(a) UK 100

ITV RE Limited (1)(a) UK 100

ITV Rights Limited (1)(a) UK 100

ITV Services Limited (1)(a)(e) UK 100

ITV Shetland Limited (1)(a) UK 100

ITV Spy Limited (1)(a) UK 100

ITV Studios Limited (1)(a) UK 100

ITV Studios Global Distribution Limited (1)(a) UK 100

ITV Studios (Israel) Limited (1)(a) UK 100

ITV Supplementary Pension Scheme Limited (1)(a) UK 100

ITV TFG Holdings Limited (1)(a) UK 100

ITV The Bay Limited (1)(a) UK 100

ITV The Reckoning Limited (1)(a) UK 100

ITV TLC Limited (1)(a) UK 100

ITV Top Class Limited (1)(a) UK 100

ITV Venturer Limited (1)(a) UK 100

ITV Ventures Limited (1)(a) UK 100

ITV Vera Limited (1)(a) UK 100

ITV Wales & West Limited (1)(a) UK 100

ITV WKOW Limited (1)(a) UK 100

ITV Y&M Limited (1)(a) UK 100

ITV2 Limited (1)(a) UK 100

Juice Music UK Limited (1)(a) UK 100

London News Network (1)(a) UK 100

London Weekend Television Limited (1)(a) UK 100

LWT (Holdings) Limited (1)(a)(c) UK 100

Mammoth Screen (End) Limited (1)(a) UK 100

Mammoth Screen (End2) Limited (1)(a) UK 100

Mammoth Screen (End9)Limited (1)(a) UK 100

Mammoth Screen (End6) Limited (1)(a) UK 100

Mammoth Screen (End7) Limited (1)(a) UK 100

Mammoth Screen (End8) Limited (1)(a) UK 100

Mammoth Screen (Evans) Limited (1)(a) UK 100

Mammoth Screen (BHR) Limited (1)(a) UK 100

Mammoth Screen (GK) Limited (1)(a) UK 100

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239ITV plc  Annual Report and Accounts 2023

FINANCIAL STATEMENTS

Company Name Country % Holding

Mammoth Screen (MD) Limited (1)(a) UK 100

Mammoth Screen (MD2) Limited (1)(a) UK 100

Mammoth Screen (MIE) Limited (1)(a) UK 100

Mammoth Screen (NC) Limited (1)(a) UK 100

Mammoth Screen (Pol2) Limited (1)(a) UK 100

Mammoth Screen (Pol3) Limited (1)(a) UK 100

Mammoth Screen (Pol4) Limited (1)(a) UK 100

Mammoth Screen (Pol5) Limited (1)(a) UK 100

Mammoth Screen (Poldark) Limited (1)(a) UK 100

Mammoth Screen (QV) Limited (1)(a) UK 100

Mammoth Screen (Serpent) Limited (1)(a) UK 100

Mammoth Screen (TJ) Limited (25)(a) UK 100

Mammoth Screen (Tower) Limited (1)(a) UK 100

Mammoth Screen (VF) Limited (1)(a)  UK 100

Mammoth Screen (Vic3) Limited (1)(a) UK 100

Mammoth Screen (WOF) Limited (1)(a) UK 100

Mammoth Screen (WOF2) Limited (25)(a) UK 100

Mammoth Screen (WOTW) Limited (1)(a) UK 100

Mammoth Screen Ltd (1)(a) UK 100

Metavision Limited (1)(a) UK 100

Millbank Studios (1)(a) UK 100

Monumental Television Limited (1)(a) UK 100

Morning TV Limited (1)(a) UK 100

Moving Picture Company Films Limited (1)(a) UK 100

MT Ghosts Limited (1)(a) UK 100

MT Marlow Murder Club Limited (1)(a) UK 100

MT Mrs Sidhu Limited (1)(a) UK 100

MT Maryland Limited (1)(a) UK 100

MT Murder in Provence Limited (1)(a) UK 100

New Providence Productions Limited (1)(a) UK 100

Output Productions Limited (3)(a) UK 100

Oxford Scientific Films Limited (5)(a) UK 100

Pickwick Packaging Limited (1)(a) UK 100

Planet Woo Limited UK 100

Planet V Limited (1)(a) UK 100

Possessed Limited (1)(a) UK 100

QSP ATF Limited (1)(a) UK 100

QSP Buried Limited (1)(a) UK 100

QSP FMO Limited (1)(a) UK 100

QSP Ghosted Limited (1)(a) UK 100

QSP Men Up Limited (5)(a) UK 100

QSP MU Limited (1)(a) UK 100

QSP MY Limited (1)(a) UK 100

QSP PD Limited (1)(a) UK 100

QSP TRK Limited (1)(a) UK 100

QSP Nolly Limited (1)(a) UK 100

QSP SO limited (1)(a) UK 100

SDN Limited (1)(a) UK 100

Second Act (Grace) Limited (1)(a) UK 100

Second Act Productions Limited (1)(a) UK 100

Sightseers Film Limited (1)(a) UK 100

So Television Limited (1)(a) UK 100

The Addressable Platform Limited  UK 100

The Garden Productions Limited (1)(a) UK 100

TwoFour Broadcast Limited (3)(a) UK 100

TwoFour Group Holdings Limited (1)(a) UK 100

TwoFour Group Limited (3)(a) UK 100

UTV Limited (24)(a) UK 100

UTV Pension Scheme Limited (24)(a) UK 100

Westcountry Television Limited (1)(a) UK 100

World of Sport Wrestling Limited (1)(a) UK 100

Yorkshire Television Limited (1)(a) UK 100

Zebedee Productions Limited (1)(a) UK 100

Artist Services Cable Pty Ltd (26)(a) Australia 100

Artist Services Investments Pty Limited (26)(a) Australia 100

Artist Services Productions Pty Ltd (26)(a) Australia 100

Granada Media International (Australia) Pty Ltd (26)(a) Australia 100

Granada Media Investments (Australia) Pty Ltd (26)(a) Australia 100

Granada Productions Pty Ltd (26)(a) Australia 100

Company Name Country % Holding

ITV Services Pty Ltd (26)(a) Australia 100

ITV Studios Australia Pty Limited (26)(a) Australia 100

ITV Studios Global Distribution Pty Limited (26)(a) Australia 100

ITV SVOD Australia Pty Limited (26)(a) Australia 100

Totally Full Frontal Productions Pty Limited (26)(a) Australia 100

ITV Holdings (Cayman) Limited (27)(a) Cayman

Islands

100

ITV Studios Denmark Holdings Aps (73)(a) Denmark 100

United Productions ApS (74)(a) Denmark 100

ITV Studios Finland Oy (40)(a) Finland 100

Granada (Fiji) Pte Ltd. (48)(a) Fiji 100

ITV Studios France Holdings SAS (64)(a) France 100

ITV Studios TV France (64)(a) France 100

ITV Studios France SAS (64)(a) France 100

Tangaro (51)(a) France 100

Phara Prod International (51)(a) France 100

Tetra Media Studios SAS (51)(a) France 100

Bildergarten Entertainment GmbH (55)(a) Germany 100

ITV Studios Germany GmbH (28)(a) Germany 100

ITV Studios Germany Holdings GmbH (28)(a) Germany 100

ITV Studios Germany Fiction GmbH (55)(a) Germany 100

Oystercatcher GmbH (55)(a) Germany 100

Windlight Pictures GmbH (44)(a) Germany 100

Elecrent Insurance Limited (21)(a) Guernsey 100

ITV Studios Global Distribution (Hong Kong) Limited (58)(a) Hong Kong 100

Talpa China Limited (57)(a) Hong Kong  100

Armoza International Media Ltd (56)(a) Israel 100

Channel Television Limited (22)(a) Jersey 100

ITV London Properties Limited (23)(a) Jersey 100

ITV Properties (Jersey) Limited (23)(a) Jersey 100

Global Music & Talent Agency B.V. (41)(a) Netherlands 100

ITV (Europe) Holdings B.V.\* (41)(a) Netherlands 100

ITV Studios Global Entertainment B.V. (41)(a) Netherlands 100

ITV Studios Holding B.V.\* (41)(a) Netherlands 100

ITV Studios Netherlands B.V. (42)(a)  Netherlands 100

ITV Studios Netherlands Content B.V. (42)(a) Netherlands 100

ITV Studios Netherlands Drama B.V. (43)(a) Netherlands 100

ITV Studios Netherlands Holding B.V. (43)(a) Netherlands 100

ITV Studios Norway AS (70)(a) Norway  100

ITV Studios Norway Vest AS (70)(a) Norway 100

ITV GE (Asia) Pte Limited (77)(a)  Singapore 100

ITV Studios Spain SL (78)(a) Spain 100

ITV Studios Netherlands Servicios SL (84)(a) Spain 100

ITV Studios Sweden Drama AB (59)(a) Sweden 100

ITV Studios Scandinavia Holdings AB (59)(a) Sweden 100

ITV Studios Germany GmbH, Köln, Zweigniederlassung Zürich

(60)(m)

Switzerland 100

ALB1819 Productions Inc. (30)(j)  USA 100

Bertha Productions LLC (30)(h) USA 100

Big Return Productions LLC (30)(h) USA 100

Cardinal Productions of Ohio, Inc. (30)(j) USA 100

Carlton Media Company, Inc. (30)(j)  USA 100

Cranktown Productions Inc. (30)(j) USA 100

Critical Productions Inc (30)(j) USA 100

Electric Farm Entertainment Holdings Inc. (30)(j) USA 100

Feeding Time Productions, LLC (34)(h) USA 100

Fourth State Productions Inc (35) (j) USA 100

Gear Shop Inc. (30)(j) USA 100

Got A Text Inc. (30(j) USA 100

Granada Cracker US Productions (32)(j) USA 100

Granada Television International, Inc. (30)(j) USA 100

Grafting 101, Inc. (30)(h) USA 100

Gurney Productions, LLC (32)(h) USA 100

GWC Enterprises Inc. (30)(j)  USA 100

Hamdon Entertainment, Inc. (30)(j) USA 100

High Noon Group, LLC (33)(h)  USA 100

High Noon Productions, LLC (33)(h) USA 100

ITC Distribution, LLC (30)(h) USA 100

ITC Entertainment Group, Inc (30)(j) USA 100

ITC Films, LLC (30)(h) USA 100

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240  ITV plc  Annual Report and Accounts 2023

SUBSIDIARY UNDERTAKINGS AND INVESTMENTS CONTINUED

Company Name Country % Holding

ITC Productions, LLC (30)(h) USA 100

ITV America Inc. (30)(j) USA 100

ITV Bedrock Holding, Inc. (30)(h) USA 100

ITV Believe Holding, Inc. (30)(j) USA 100

ITV Blumhouse Holding Inc (30)(j) USA 100

ITV Diga Holding, Inc (30)(j) USA 100

ITV Entertainment Services Inc.( 30)(j) USA 100

ITV Global Entertainment, Inc. (30)(j) USA 100

ITV Gurney Holding Inc. (30)(j) USA 100

ITV HN Holding Inc. (30)(j) USA 100

ITV International Corporation (30)(j) USA 100

ITV Leftfield Holding Inc. (30)(j) USA 100

ITV New Form Holding Inc. (30)(j) USA 100

ITV NewTV Holding Inc. (30)(j) USA 100

ITV Popco Holding Inc. (30)(j) USA 100

ITV Southpoint Holding Inc (30)(j) USA 100

ITV Studios America Inc. (30)(j) USA 100

ITV Studios, Inc. (32)(j) USA 100

ITV Studios The Voice USA, Inc. (32)(j) USA 100

ITV SVOD Holding Inc. (30)(j) USA 100

ITV Thinkfactory Holding Inc. (30)(j) USA 100

ITV Tomorrow Holding, Inc. (30)(j) USA 100

ITV US Holdings, Inc. (30)(j) USA 100

JB Entertainment Holding Company, Inc. (30)(j) USA 100

Kirkstall Road Enterprises, Inc. (30)(j) USA 100

Company Name Country % Holding

Krewed Inc (30)(j) USA 100

Leftfield Entertainment, LLC (30)(h) USA 100

Leftfield Pictures of NY Holdings, LLC (30)(h) USA 100

Leftfield Pictures of NY, LLC (30)(h) USA 100

Leftfield Ventures, LLC (30)(h) USA 100

Loud Television, LLC (30)(h) USA 100

LWT Enterprises Inc. (30)(j) USA 100

Marriage Boot Camp Reality Stars, LLC (30)(h) USA 100

Moving Pictures Services Inc. (30)(j) USA 100

Outpost Entertainment LLC, (30)(h) USA 100

Over the Pond Productions, Inc. (30)(j) USA 100

Poison Pen Studios Inc. (30)(j) USA 100

Post 460 Inc (30)(j) USA 100

Quay Street Enterprises, Inc. (30)(j) USA 100

Sandia Pictures Inc (30)(j) USA 100

Sirens Media, LLC (30)(h) USA 100

Solowe Productions Inc (30)(j) USA 100

Southbank Studios Inc. (30)(j) USA 100

Southsquare Productions Inc. (30)(j) USA 100

The Casting Hive Inc. (30)(j) USA 100

Thinkfactory Group, LLC (30)(h) USA 100

Thinkfactory Media, LLC (30)(h) USA 100

Trailer Park Productions, Inc (30)(j) USA 100

Upper Ground Enterprises, Inc. (30))(j) USA 100

#### OTHER SUBSIDIARIES, JOINT VENTURES, ASSOCIATES AND OTHER SIGNIFICANT HOLDINGS

Company Name Country % Holding

Absolutely Rights Limited (6)(f) UK 20

That Mitchell and Webb Company Limited (7)(a) UK 20

BARB Audiences Limited (82)(i) UK 20.6

Live Tech Games Limited (78)(a)(e) UK 21.21

Route 24 Limited (17)(a) UK 24.9

DTV Services Limited (13)(a) UK 25

Clearcast Limited (11)(a) UK 25

Genial Productions Limited (39)( a) UK 25

Koska Limited (53)(a) UK 25

South Shore Productions Limited (54) (a) UK 25

Thinkbox TV Limited (16)(a) UK 28.58

Independent Television News Limited (15)(a) UK 40

Malacara Limited (5)(a) UK 49

British Film-Makers Limited (1)(a) UK 50

Denipurna Limited (1)(a) UK 50

Digital 3 and 4 Limited (12)(a) UK 50

Noho Film and Television Limited (18)(a) UK 50

Standard Music Limited (19)(a)  UK 50

Tell Me Everything Limited (18)(a)  UK 50

BritBox International Limited (1)(a) UK 50

BritBox International Trading Limited (1)(a) UK 50

3sixtymedia Limited (1)(a) UK 80

Escapade Bidco Limited (1)(a) UK 79.5

Plimsoll Productions Limited (1)(a) UK 79.5

Plimsoll International Ltd (1)(a) UK 79.5

Year on Earth Productions Ltd (1)(a) UK 79.5

Titan Productions Ltd (1)(a) UK 79.5

Magnify Content Media Ltd (1)(a) UK 79.5

Age Before Beauty Limited (4)(a) UK 90

Gold Digger Productions Limited (4)(a) UK 90

Mainstreet Pictures Limited (4)(a) UK 90

Unforgotten Productions Limited (4)(a) UK 90

WP Anne Limited (1)(a) UK 95

WP Bodyguard Limited (1)(a) UK 95

WP Delia Limited (1)(a) UK 95

WP LOD5 Limited (1)(a) UK 95

WP Vigil Limited (1)(a) UK 95

Company Name Country % Holding

WP Fifteen Limited (1)(a) UK 95

WP Lockerbie Limited (1)(a) UK 95

WP LOD6 Limited (1)(a) UK 95

WP Save Me 2 Limited (1)(a) UK 95

WP The Gathering Limited (1)(a) UK 95

WP Diplomat Limited (1)(a) UK 95

WP Showtrial Limited (1)(a) UK 95

WP The Suspect Limited (1)(a) UK 95

WP Pembrokeshire Limited (1)(a) UK 95

WP Karen Pirie Limited (1)(a) UK 95

WP Malpractice Limited (1)(a) UK 95

WP RM Limited (1)(a) UK 95

World Productions Limited (1)(a) UK 95

GC Films Pty Limited (26)(a) Australia 49

BritBox Australia Management Pty Limited (38)(a) Australia 50

ATP Post Pty Ltd Australia 51

ES Productions Pty Ltd Australia 51

Lingo Pictures Pty Ltd Australia 51

Messenger Productions Pty Ltd Australia 51

Prosper Productions Pty Ltd Australia  51

Queen of Oz Productions Pty Ltd Australia 51

Secrets Productions Pty Ltd Australia 51

Secrets 2 Productions Pty Ltd Australia 51

Upright Productions Pty Ltd Australia 51

Upright Productions 2 Pty Ltd Australia 51

Apple Tree Productions ApS (75)(a) Denmark 51

Gedesel (52)(a) France 50

SCI MD 60 (51)(a) France 50

15.15 Productions (71)(a) France 51

Funny Corp (51)(a) France 51

Macondo Productions Audiovisuels (51)(a) France 51

Beaubourg Stories 2 (72)(a) France 56.01

Eldorado Fiction (51)(a) France 62.4

Beaubourg Stories (72)(a) France 70.01

Balina Films (72)(a) France 72.51

Beaubourg Fiction (72)(a) France 72.51

Tetra Media Fiction (51)(a) France 78

![]()

241ITV plc  Annual Report and Accounts 2023

FINANCIAL STATEMENTS

Company Name Country % Holding

Colette Productions (51)(a) France 80

Shoot Again Productions (51)(a) France 95

Beaubourg Audiovisual (51)(a) France 95

Think Cattleya Srl (37)(a) Italy 40

Radio Cattleya Srl (37)(a) Italy 80

Cattleya Srl (37)(a) Italy 80

Cattleya International Srl (37)(a) Italy  51

Cattleya Producciones SL (37)(a) Spain 51

Appletree Productions AB (59)(a) Sweden 51

ITV Studios Sweden AB (59)(a) Sweden 100

Maximum Media Production FZ-LLC (63)(a) UAE 100

ITV Studios Arabia Holding Ltd (63)(a) UAE 100

ITV Studios Middle East FZ-LLC (63)(a) UAE 90.2

Tomorrow Friends LLC (30)(h) USA 45

Company Name Country % Holding

Bedrock Entertainment LLC (30)(h) USA 40

Southrock Productions LLC (30)(h) USA 40

BritBox, LLC (36)(h) USA 50

Blumhouse TV Holdings LLC (30)(h) USA 45

Work Friends LLC (30)(h) USA 45

Circle of Confusion Television Studios LLC (30)(h) USA 51

South Circle Productions LLC (30)(h) USA 51

BB Rights, LLC (30)(h) USA 50

Jaffe/Braunstein Entertainment, LLC (31)(h) USA 51

Tomorrow Studios LLC (30)(h) USA 60

Next Steps Productions, LLC (30)(h) USA 60

Plimsoll Productions USA, Inc  USA 79.5

Yellow Productions USA, Inc USA 79.5

#### MEMBERSHIPS, PARTNERSHIPS AND COMPANIES LIMITED BYGUARANTEE

Company Name Country % Holding

ITV Network Limited (1)(i) UK 100

ITV LTVC Scottish Limited Partnership (68)(h)\*\* UK 100

ITV Scottish Limited Partnership (68)(h)\*\* UK 100

Producers Rights Agency Limited (66)(i) UK 50

DTT Multiplex Operators Limited (67)(i) UK 25

Company Name Country % Holding

Everyone TV Limited (13)(i) UK 25

BritBox Australia Partnership Australia 50

Futureflip Entertainment India LLP (69)(h) India 100

The Lab Television 2013 Limited Partnership (61)(a) Israel 50

The Lab Television Limited (61)(a) Israel 50

#### ADDRESS KEY

(1)  ITV White City, 201 Wood Lane,

London W12 7RU, United Kingdom

(2)  218 Penarth Road, Cardiff, CF11 8NN,

United Kingdom

(3)  Twofour Studios, Estover, Plymouth,

Devon, PL6 7RG, United Kingdom

(4)  Kingsbourne House, 229–231 High Holborn,

London, WC1V 7DA, United Kingdom

(5)  Gloworks, Porth Teigr Way, Cardiff, Wales,

CF10 4GA, United Kingdom

(6)  18 The Glasshouse Studios, Fryern Court

Road, Fordingbridge, Hampshire, SP6 1NG,

United Kingdom

(7)  26 Nassau Street, London, W1W 7AQ, United

Kingdom

(8)  5 New Street Square, London, EC4A 3TW,

United Kingdom

(9)  Orange Tower, Media City UK, Salford M50

2HF

(10)  The Met Building, 22 Percy Street, London,

W1T 2BU, United Kingdom

(11)  4 Roger Street, 2nd Floor, London, WC1X 2JX,

United Kingdom

(12)  124 Horseferry Road, London, SW1P 2TX,

United Kingdom

(13)  Tryptych Bankside, 6th Floor, 185 Park Street,

London, SE1 9SH

(14)  23-24 Newman Street, London, W1T 1PJ,

United Kingdom

(15)  200 Gray’s Inn Road, London, WC1X 8HF,

United Kingdom

(16)  Manning House, 22 Carlisle Place, London,

SW1P 1JA, United Kingdom

(17)  325-327 Oldfield Lane North, Greenford,

Middlesex, United Kingdom, UB6 0FX

(18)  3rd Floor 20-22 Berkeley Square, London,

United Kingdom, W1J 6EQ

(19)  Roundhouse, 212 Regent’s Park Road,

London, NW1 8AW, United Kingdom

(20)  Quartermile One, 15 Lauriston Place,

Edinburgh, Scotland, EH3 9EP, United

Kingdom

(21)  PO Box 230, Heritage Hall, Le Merchant

Street, St Peter Port, Guernsey, GY1 4JH

(22)  Le Capelain House, Castle Quay, St. Helier,

JE2 3EH, Jersey

(23)  Ogier House, The Esplanade, St. Helier, JE4

9WG, Jersey

(24)  City Quays 2, 8th Floor, 2 Clarendon Road,

Belfast, BT1 3YD, United Kingdom

(25)  Office 306, Forsyth House, Cromac Square,

Belfast, Northern Ireland, BT2 8LA, United

Kingdom

(26)  Level 4, 19 Harris Street Pyrmont NSW 2009

(27)  Ocorian Trust (Cayman) Limited, Windward 3,

Regatta Office Park, PO Box 1350, Grand

Cayman KY1-1108, Cayman Islands

(28)  Agrippastraße, 87-93, 50676, Köln, Germany

(29)  Keplerstrasse 4-6, 10589, Berlin, Germany

(30)  The Corporation Trust Company, Corporate

Trust Center, 1209 Orange Street,

Wilmington, Newcastle, DE 19801, USA

(31)  321 Southern Beverly Drive, Suite M, Beverly

Hills, CA 90212, USA

(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

![]()

242  ITV plc  Annual Report and Accounts 2023

SUBSIDIARY UNDERTAKINGS AND INVESTMENTS CONTINUED

\*  Direct subsidiary

\*\*  Having met the criteria under Regulation 7 of the Partnership (Account) Regulations 2008 (SI 2008/569) these Limited Partnerships have taken the exemption to deliver accounts

to the Registrar of Companies

(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

(72)  5–7 rue Saint-Augustin, 75002, Paris, France

(73)  DLA Piper Denmark, Radhuspladsen 4, 1550

Kobenhavn V, Denmark

(74)  Finsensvej 6E, 2000, Frederiksberg, Denmark

(75)  Aumento Advokatfirma, Ny Osteragde 3,4,

1101, Kobenhavn, Denmark

(76)  120 West 3rd Avenue #201, Vancouver BC

V5Y 1E9, Canada

(77)  101c Telok Ayer Street, Singapore 068574

(78)  Calle Velaquaz 18, 6-D, 28001 Madrid, Spain

(79)  3 Kings Brook Close, Rempstone,

Loughborough, England, LE12 6RR

(80)  9th Floor, Azar Building, Sami Solh Avenue,

Beiruit, Lebanon

(81)  1 Television Centre, 101 Wood Lane, London,

United Kingdom, W12 7FA

(82)  3rd Floor, 20 Orange Street, London, United

Kingdom, WC2H 7EF

(83)  Portwall Place, Portwall Lane, Bristol, BS1

6NA

(84)  Calle Puccini 3, San Bartolome de Tirajana,

35109 Las Palmas, Gran Canaria, Spain

#### INTEREST KEY

(a) Ordinary

(b) Deferred

(c)  Special deferred

(d)  Redeemable preference

(e)  Cumulative preference

(f)  Cumulative redeemable preference

(g)  Convertible preference

(h)  Membership / Partnership

(i) Guarantee

(j) Common

(k) Preference

(l)  Part Preference

(m) Branch

![]()

243ITV plc  Annual Report and Accounts 2023

ADDITIONAL INFORMATION

#### GLOSSARY

Advertiser funded platform or channel –

platform or channels that include

advertising as part of the user experience

e.g. ITV Family of channels, ITVX

Broadcasters’ Audience Research Board

(BARB) – organisation owned by

broadcasters and advertisers, providing

data on linear and online television viewing

statistics by UK households

Catch up viewing – non-live viewing of

recently broadcast television programmes,

either via a recording device, often called

a personal video recorder (PVR) or digital

video recorder (DVR), such as Sky or

through a streaming service such as ITVX,

BBC iPlayer, Channel 4 or My5

Channel 3 licences – the 15 regional

licences and one national licence awarded

to transmit Channel 3 across the UK. All are

owned by ITV except for two of the regional

licences which are owned by STV

Digital revenue – includes revenue from

digital advertising, subscription, linear

addressable advertising, digital

sponsorship and commercial partnerships,

ITV Win (digital competitions platform)

and other revenues from digital

business ventures

FAST channels – Free Ad-supported

Streaming TV services – curated,

data-driven channels that are always on

with content that evolves and changes

depending on viewer preferences

Free‑to‑air (FTA) television – viewing of

television through devices not requiring

a subscription such as the Freeview or

Freesat services

Intellectual Property (IP) – intangible

property that is the result of creativity

Inventory – advertising inventory is the

number of advertisements or amount of

advertising space, which we have available

to sell to advertisers

Impact or Commercial Impact – one

Commercial Impact is defined as one

viewer watching one 30-second television

commercial

ITV Family – the ITV family of linear TV

channels which includes ITV1, ITV2, ITV3,

ITV4, ITVBe, CITV (which moved onto ITVX

in H2 2023) and all associated +1 and

HD equivalents

Linear television – television service

where the viewer has to watch a scheduled

TV programme at the particular time it is

offered, and on the particular channel it is

presented on

Monthly Active User (MAU) – the average

number of monthly registered users across

a defined period who accessed ITV owned

and operated on-demand platforms (web,

mobile, or connected TV)

Net Advertising Revenue (NAR) – the

amount of money received by a broadcaster

as payment for television spot advertising

net of any commission paid to agencies

Non‑consolidated licensees – the two

regional channel 3 licences that ITV does

not own. These licences are owned by STV

and revenues received from these licences

for ITV programming content are referred

to as minority revenues

Ofcom – communications regulator in the

UK who regulate the TV, radio and

video-on-demand sectors, fixed-line

telecoms (phones), mobiles and postal

services, plus the airwaves over which

wireless devices operate

SDN – multiplex operator owned by ITV,

which operates one of the eight national

multiplex licences in the UK on Freeview

Share of Commercial Impacts (SOCI) –

the term used to define the share of total

UK television commercial impacts

delivered by one channel or group of

channels. This measure excludes viewing

of BBC channels as they do not generate

commercial impacts. Unless stated

otherwise, SOCI figures cited throughout

this report are based on BARB data and

are based on the universe of Adults (16+)

Share of Viewing (SOV) – the share of the

total viewing audience during a defined

period gained by a programme or channel.

This measure includes viewing of BBC

channels. Unless stated otherwise, SOV

figures cited throughout this report are

based on BARB data and are based on the

universe of individuals

Share of Commercial Viewing (SOCV) –

the share of total viewing of audiences

during a defined period as a proportion of

all ad-supported commercial broadcaster

viewing in the UK. This measure excludes

the BBC

Simulcast viewing – viewing live TV

channels via a broadcaster’s streaming

service such as ITVX, at the same time as

broadcast on linear TV

Spot advertising – linear television

advertising occupying a short break during

or between programmes

Streaming service – online provider of

unlimited, on-demand streaming of

content such as TV shows, films and

original programming over the internet to a

TV, computer, or mobile device

Subscriptions – users of ITVX’s premium

tier, which includes those who pay ITV

directly, those who are paid for by an

operator, and free trialists

Subscription streaming service – a

paid-for, subscription streaming service

available to subscribers on demand but

for a fee e.g. ITVX premium

Total Advertising Revenue (TAR) – this

includes ITV Family NAR, advertising via

ITVX, programme sponsorship revenue

and other affiliated advertising revenue

streams

Total ITV Streaming Hours – the total

number of hours viewers spent watching

ITV across all streaming platforms. This

figure includes both advertiser-funded

and subscription streaming

YouView – a joint venture (with the

BBC, Channel 4, Channel 5, BT, TalkTalk,

and Arqiva) to operate and promote a

hybrid television platform combining

Freeview channels with catch up and

on-demand service

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ITV plc

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www.itv.com

Investors: www.itvplc.com

Stock code: ITV

#### ITV plc Annual Report and Accounts for the year ended 31 December 2023