ITV plc Annual Report and Accounts 2025
Making What
Matters
Read more on our
strategy on page 7
THE VOICE is the world’s biggest
entertainment format, with over
150 adaptations globally.
UNFORGOTTEN is a critically acclaimed
drama produced by Mainstreet Pictures
(an ITV Studios label). It returned for
a sixth series in 2025 and had over
18 million streams on ITVX.
Our vision is to be a leader in UK advertiser
funded streaming and a diversified and
expanding global force in content.
Our More than TV strategy ensures
that ITV is best placedtocapitaliseon
the opportunities presented by therapidly
changing viewing, content production and
advertising environments.
MATTERS
Making What
Optimise
BROADCAST
Expand
STUDIOS
Supercharge
STREAMING
I’M A CELEBRITY... GET ME OUT OF HERE!
is a BAFTA-winning reality format produced
by Lifted Entertainment (an ITV Studios label).
The 2025 series was one of the most-watched
entertainment shows of the year in the UK.
Read our Social Purpose Impact Report at:
www.itvplc.com/social-purpose
Read our Pay Gap Report at:www.itvplc.
com/about-itv/corporate-governance
We maintain a corporate website
containing our financialresults and a wide
range ofinformation of interestto all
stakeholders, including institutional and
private investors: www.itvplc.com
Strategic Report
The Strategic Report is prepared in line with the
relevant provisions of the Companies Act 2006
and the 2024 Corporate Governance 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 witha
better understanding of the Company, its position in
the markets in which it operates, and its prospects.
Forward-looking statements
This Annual Report contains certain statements
that are or may be forward looking statements.
Words such as ‘targets’, ‘expects’, ‘aim’, ‘anticipate’,
‘intend’, or the negative of these terms and other similar
expressions of future performance or results, and their
negatives, are intended to identify such forward-looking
statements. These forward-looking statements are
based upon current expectations and assumptions
regarding anticipated developments and other factors
affecting ITV. Although ITV believes that the
expectations reflected in these forward-looking
statements are reasonable, it can give no assurance that
these expectations will prove to havebeen correct. By
their nature, forward-looking statements involve risk
and uncertainty because they relate to events and
depend on circumstances that will occur in the future.
They are not historical facts, nor are they guarantees
offuture performance; actual results may differ
materially from those expressed or implied by these
forward-looking statements. There are a number of
factors that could cause actual results and
developments to differ materially from those expressed
or implied by such forward looking statements. Such
factors include, but are not limited to, those discussed in
our Risks and Uncertainties section.
Forward-looking statements speak only as of the date
they are made and, except as required by applicable
law or regulation, ITV undertakes no obligation to
publicly update or revise any forward-looking
statements, whether as a result of new information,
future events or otherwise. Nothing in this report
should be construed as a profit forecast.
Alternative performance measures
We use both statutory and adjusted measures
in our Strategic Report. The latter, in the Board
and 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
Strategic Report
Key Financials 1
An Introduction to ITV and its
Business Model
2
Investor Proposition 4
Chair’s Statement 5
Market Review 6
Chief Executive’s Statement
(incl. Strategy)
7
Key Performance Indicators 12
Operating and Financial
Performance Review
16
Social Purpose 28
Our People 32
Alternative Performance Measures 33
Finance Review 36
Non-Financial and Sustainability
InformationStatement
42
Risks and Uncertainties Disclosure 43
Climate-Related Financial Disclosures 48
Long-term Viability
Statement Disclosure
52
Governance
Chair’s Governance Statement 55
Board of Directors 57
Group Executive Committee 60
Corporate Governance 61
Stakeholder Engagement
and Decision Making
64
Engaging With Our Workforce 73
Values in Action 75
Board Performance Review 79
Nominations Committee Report 81
Audit and Risk Committee Report 84
Remuneration Report 95
Directors’ Report 114
Financial Statements
Financial Statements 119
Independent Auditor’s Report 120
Primary Statements 126
Notes to the Financial Statements 131
ITV plc Company Financial Statements 181
Subsidiary Undertakings and
Investments
190
Additional Information
Glossary 195
CONTENTS FURTHER READING
Group external revenue
£3,511m
+1% (2024: £3,488m)
Statutory operating profit
£363m
+14% (2024: £318m)
Total ITV Studios revenue
£2,130m
+5% (2024: £2,038m)
Cost savings
£63m
(2024: £60m)
Total digital revenue
£614m
+10% (2024: £556m)
Net debt
£566m
(2024: £431m)
Group adjusted EBITA
£534m
-1% (2024: £542m)
Profit to cash conversion
65%
(2024: 83%)
Adjusted EPS
8.5p
-11% (2024: 9.6p)
Leverage
1.0x
(2024: 0.7x)
Statutory EPS
5.9p
-43% (2024: 10.4p)
Dividend
5.0p
(2024: 5.0p)
2025 HIGHLIGHTS
Key Financials
ITV plc Annual Report and Accounts 2025 1
Strategic Report Governance Financial Statements
An Introduction to ITV and its Business Model
1. A full reconciliation between our adjusted and statutory numbers is included in our
APMs section
2. Includes £614 million of M&E digital revenues (2024: £556 million)
3. Group Adjusted EBITA includes £3 million related to unrealised profit in stock
adjustments (2024: £(7) million)
ITV Studios
ITV Studios is a scaled global creator, owner and distributor
of high-quality TV content, producing some of the most
successful shows in the world. It operates in 13 countries,
across 60+ labels and 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
world’s largest studio groups, and a key player in the markets
in which it operates. ITV Studios is a trusted supplier with
well-established relationships with major content buyers and
leading creative talent. With a high-quality content library of
over 100,000 hours and a digital distribution network through
Zoo 55, ITV Studios’ digital label, it is also one of the pre-
eminent global distributors of content.
Media & Entertainment
ITV is the UK’s largest commercial streamer and broadcaster.
Through M&E, we make brilliant British-focused content
available on ITVX – our free, advertiser-funded streaming
service – alongside our free-to-air linear TV channels and
third-party partners, allowing viewers to watch whenever
and wherever they choose.
For advertisers, ITV offers a compelling combination of
mass audience reach, targeted advertising, and innovative
commercial and creative partnerships, all delivered in a
brand-safe, reliably measured environment across ITVX
and our linear TV channels. We further extend this scale
and reach by offering digital advertising around our
content, and partner content on YouTube.
ITV is a producer, streamer and broadcaster, consisting
of ITV Studios and Media & Entertainment (M&E).
Refer to the KPIs and Operating and Financial Performance Review
sections for further details on our divisions
59%
of revenue generated
outside the UK
(2024: 59%)
20
formats sold in
3+ countries
(2024: 20)
16.5m
monthly active users
(2024: 14.7m)
2,304m
total streaming hours
(2024: 1,980m)
28%
total revenue from
streamers
(2024: 25%)
32%
of revenue from
scripted productions
(2024: 30%)
91%
of the top 1,000
commercial broadcast
TV programmes
(2024: 92%)
31.7%
share of commercial
viewing
(2024: 32.2%)
ITV Studios
£2,130m (2024: £2,038m)
M&E
2
£1,991m (2024: £2,102m)
ITV Studios
£297m (2024: £299m)
M&E
£234m (2024: £250m)
ITV TOTAL REVENUE
1
ITV GROUP ADJUSTED EBITA
3
OUR DIVISIONS
2 ITV plc Annual Report and Accounts 2025
OUR STRATEGIC ASSETS AND
COMPETITIVE ADVANTAGES
OUR DIVERSIFIED REVENUE STREAMS OUR RISK MANAGEMENT FRAMEWORK
ITV’s business model is built upon a unique set of
strategic assets and competitive advantages, based
on our ability to create, own, manage, and distribute
the rights to our content.
GROUP
• Producer, broadcaster and streamer model creates
valuable synergies
• Strong, trusted brand, products and culture
• A high-performing, agile, creative and diverse workforce
ITV STUDIOS
• World-class talent producing some of the most successful shows around
the world
• Scaled and diversified global studios creating strong platform for growth
• Unique and valuable library and Zoo 55, ITV Studios’ digital label, enabling
ITV to maximise the monetisation of intellectual property (IP) globally
• Deep, established relationships with the world’s largest content buyers
• Focuses on the key growth segments of the content market – premium
scripted and unscripted content for global streamers, and global content
licensing and distribution, particularly for digital platforms
• Attractive and resilient business model delivering high-quality earnings
MEDIA & ENTERTAINMENT
• Commercial leader
• Compelling commercial proposition with strong relationships with
advertisers and partners
• Leading digital platforms in ITVX and Planet V, the UK’s second-largest
programmatic targeted addressable platform
• Strong data capabilities with one of the largest first-party datasets
in the UK
• Trusted brand with a strong content offering across ITVX and our linear
TV channels
• Cost discipline, agility and highly cash-generative
By leveraging our strategic assets and competitive
advantages to maximise the value of our IP across
ITV Studios, Streaming and Broadcast, we are able
to grow our diversified revenue streams and create
value for our shareholders.
ITV STUDIOS
• ORIGINAL PRODUCTION — We create and produce original scripted and
unscripted content commissions for a diverse customer base, including all
major networks, streaming platforms and broadcasters across our global
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 license the rights to our extensive program
library to broadcasters and streaming platforms through our global
distribution network
• DIGITAL — Through Zoo 55, our digital label, we monetise our ITV Studios
brands and 100,000+ hours of content across digital platforms globally,
including social video (e.g. YouTube, Meta and TikTok), FAST
4
channels,
and gaming
MEDIA & ENTERTAINMENT
• ADVERTISING — ITVX and our free-to-air linear TV channels drive
significant advertising revenues, due to our ability to deliver mass
audiences and targeted advertising across our portfolio
of channels
• ADVERTISING PARTNERSHIPS — Through strategic partnerships,
we sell advertising inventory around all our content and partner content,
e.g. Banijay, on YouTube
• COMMERCIAL AND CREATIVE PARTNERSHIPS — We leverage the
power of our brands to offer advertisers unique and innovative ways to
engage audiences. This includes sponsorship, product placement, and
advertiser-funded programming across ITVX and our linear TV channels
• SUBSCRIPTION, COMPETITIONS AND THIRD-PARTY REVENUES
We generate streaming subscription revenue (ITVX Premium), monetise
our consumer interactions through competitions, and receive revenue
from third-party platforms for carrying our channels
4. Free Ad-supported Streaming Television (FAST)
ITV operates in an increasingly complex business
environment, and our risk management framework
provides the business with the tools to continually
identify, assess, and manage our risks. This enables
the Board and the business to strike the right balance
between risk-taking and mitigation, ensuring
underlying strategic risks are managed for the
successful delivery of our strategy.
Our business model enables us to create value for all our key stakeholders.
This includes our customers, viewers and subscribers, partners, citizens,
shareholders, debt providers and analysts, legislators and regulators, as
well as our colleagues, programme participants and everyone we work
with. See our Stakeholder Engagement section for further details on
ITV’s key stakeholders and how we engage with them.
See our Risks and Uncertainties section for further details on ITV’s
Risk Management Framework
ITV plc Annual Report and Accounts 2025 3
Strategic Report Governance Financial Statements
Operating and Financial Performance Review on page 16
Finance Review on page 36
Our More than TV strategy on page 7
KPIs onpage 12
For further details, refer to the following sections:
Investor Proposition
Reasons
to INVEST
1 2
ITV is creating value for shareholders
through our two resilient and attractive
businesses – ITV Studios and M&E
Attractive growth in ITV Studios driven
by its world-class talent, global scale,
and unique IP library
Fast-growing digital advertising
revenues through ITVX and Planet V,
and new digital opportunities
3 4 5
Leader in UK TV advertising delivering
mass commercial audiences, which are
valuable to advertisers
Ongoing strategic cost management
supporting operating margins across the
business and funding investment in our
key strategic priorities
Strong cash generation underpinned
by a disciplined value creation strategy,
delivering attractive returns to
shareholders
4 ITV plc Annual Report and Accounts 2025
Through the years ITV has kept moving forward
by holding true to its purpose of ‘Making What
Matters’…staying relevant, informing opinion
and winning hearts through the brilliance of its
creative output.
In recent years the pace of change in the industry
has accelerated and the competitive environment
is more complex than it’s ever been. But ITV
remains a powerhouse of British broadcasting
and streaming, as well as a scaled global content
producer. Every year the programmes made by
ITV Studios are watched by tens of millions of
people in 190 countries. Our coverage of
International sporting events continues to draw
huge UK audiences. Love Island has redefined an
entire genre. Since 2019 we have encouraged over
300 million actions from our viewers to support
mental health. Soccer Aid for UNICEF has now
raised over £120 million. And Mr Bates and the
Post Office became a global hit and led to
immediate action being taken by the UK
Government to tackle the historic victimisation
and ill treatment of hundreds of wrongly accused
sub postmasters across Britain. This is ‘Making
What Matters’.
As the dynamics of our industry rapidly evolve, we
are evolving with them. We have invested heavily
in our people and technology to keep us in step
with the tremendous changes we are seeing in the
media and entertainment world. Collaboration
and partnerships are an increasingly important
part of our commercial strategy. These increase
the efficiency of our business and enable us to
leverage the investments we are making. We are
reaching new audiences and attracting new
advertisers through closer relationships with
the likes of Disney and YouTube while the launch
of our digital studios brand, Zoo 55, is allowing us
to better commercialise our current and historic
catalogue with platforms like Meta and Tik Tok.
We delivered a solid performance in 2025 in a
challenging market and for the first time, two-
thirds of our total revenues came from ITV Studios
and our M&E digital business. Total external
revenues were up 1% driven by 10% growth in
external Studios revenues and 10% growth in
digital revenues, which offset the decline in linear
advertising revenue. Group adjusted EBITA was
down 1%, while adjusted EPS was down 11%
reflecting higher adjusted financing costs and
effective tax rate than in prior year. We generated
£187 million pounds of free cash in the year.
While we successfully adapt to the changing
market and compete effectively, we continuously
assess all options to create the greatest value for
shareholders. In November 2025 we confirmed
that we are in preliminary discussions regarding
a possible sale of our M&E business to Sky. There
can be no certainty whether any transaction will
take place and a further announcement will be
made in due course.
In February 2025 Salman Amin stepped down from
the Board after eight years. Salman was a much
respected member of the Board and made an
important contribution to the development of our
strategy. We wish him well in his retirement. Helen
Ashton joined the ITV Board in May. Helen is a
highly experienced Director with a broad financial
and general management background within fast
paced, customer facing businesses. Helen sits on
the Audit and Risk Committee and has made a
great impact since arriving.
During the year, we acquired Moonage Pictures
and Plano a Plano, two production companies
with brilliant records of creative success gained
over many years. We are delighted to welcome
them to the ITV family.
The Board has proposed a final ordinary dividend
of 3.3p per share, taking the full year dividend to
5.0p, in line with 2024.
Over the last three years the management team
has undertaken a wide ranging restructuring of
the Group to reduce our operating costs and
create funds for investment. This has been often
challenging and sensitive work. On behalf of the
Board, I would like to pay tribute to the efforts
of the team who have led this difficult but
necessary programme of change. At the same
time I would like to thank all colleagues for their
tireless contribution and determination during
difficult times.
Andrew Cosslett
Chair of the Board
Chair’s Statement
During 2025 we celebrated ITV’s 70th birthday and reflected on seven
decades of constant change and progress. From black and white to
colour, analogue to digital, and a world in which we were one of only
a few viewing options to one today where we are one of many.
ITV remains a
powerhouse of
British broadcasting
and streaming, as well
as a scaled global
content producer.
Andrew Cosslett
Chair of the Board
ITV plc Annual Report and Accounts 2025 5
Strategic Report Governance Financial Statements
Market Review
The competitive markets in which ITV operates continue to evolve at pace. High-quality, premium content remains essential for platforms
to attract and engage audiences. Ongoing shifts in viewing habits, user-generated content, significant consolidation among content makers
and buyers, and increased advertising competition present both opportunities and challenges for ITV.
Key
Expand Studios globally
S
Supercharge Streaming Optimise Broadcast
For further detail on how our strategy enables us to navigate these market dynamics, refer to the CEO’s
Statement, the Operating and Financial Performance Review, and the Risks & Uncertainties section.
Trend 1: Global demand for content
The global content market remains large and attractive, defined by
a diverse mix of content and customers in a competitive landscape.
The value of premium content is demonstrated by recent consolidation
of large-scale US studios, highlighting the intrinsic value placed on content
libraries, IP, and production capabilities.
In 2025, the content market was up 1% year-on-year. Lower spend
from free-to-air broadcasters, particularly in Europe amid a challenging
macroeconomic environment, was offset by growth from global streaming
and advertiser-funded video on demand platforms (AVOD) – a segment
seeing rapid expansion from platforms like YouTube.
While market growth has slowed compared to historical levels, we expect
continued growth in the key segments in which ITV Studios operates. This
includes content licensing, particularly to digital and FAST channels, and
sustained demand from streaming platforms for high-quality scripted
and unscripted content.
Trend 2: Changes in viewing habits
Over the last few years, average daily video viewing across broadcast,
streaming and video-sharing platforms has remained relatively stable
at c.4 hours. However, the allocation of this time has changed rapidly as
growth in viewing to digital platforms has offset a significant decline in
linear TV viewing. Despite this shift, TV remains central to in-home
consumption, with over 50% of UK viewing still being live on a TV set
(Source: BARB, All individuals).
The viewing landscape is highly fragmented, offering viewers unparalleled
flexibility and content choice across broadcasters, global streaming platforms,
and video-sharing services, including those with user-generated content. Viewers
can curate personalised experiences across multiple platforms and choose to
‘binge’ multiple episodes or a full series quickly, alongside a second screen for
social engagement.
However, expanded choice also means audiences must navigate a plethora
of content, placing a premium on high-quality programming and platforms
with better personalisation and more intuitive user interfaces.
Trend 3: The UK advertising market
The UK advertising market was worth c.£44 billion in 2025, up 7% year-on-
year (2024: +11%, 2023: +12%). This was driven by online (digital) advertising,
which grew by 9% in 2025 (2024: +13%, 2023: +19%) to account for c.80% of
total advertising spend. TV advertising represents c.12% of the market and
declined by 1% in 2025, following 4% growth in 2024 and a 7% decline in 2023.
(Source: AA WARC Q3 2025 report – excl. Direct Mail).
Overall growth varies by advertising medium. In Q4 2025, all advertising was
impacted by macroeconomic uncertainty in the lead-up to the UK Budget.
Restrictions on less healthy food advertising came into effect on 5 January
2026. UK broadcasters and advertisers voluntarily implemented these
restrictions from 1 October 2025, in line with a pan-industry commitment.
Competition in the advertising market has intensified as the proliferation
of FAST channels, the adoption of ad-supported tiers by global streamers,
and the continued scale of video-sharing platforms such as YouTube have
significantly increased commercial inventory. The 2026 AA WARC forecast
expects further market growth driven by online, with TV advertising expected
to return to mid-single digit growth.
Size of global content market in 2025
$235 billion
2024 final data: $233 billion
(Source: Ampere Analysis: Feb 2026 – excl. spend from film studios)
Average viewing time per person per day
4 hours 6 mins
2024: 4 hours 16 mins
(Source: BARB, 16+)
2025 UK advertising market
£44 billion
2024 final data: £42 billion
(Source: AA WARC Q3 2025 – excl. spend on Direct Mail)
How we are responding
As a global studio creating, owning, and distributing high-quality IP, ITV
Studios is strategically positioned to capitalise on market opportunities
and grow market share by leveraging its competitive advantages.
Creative excellence underpins the business, attracting and retaining
leading talent to produce world-class content. ITV Studios maintains
strong relationships with key buyers globally and has an exciting creative
pipeline for 2026 and beyond.
ITV Studios is diversifying its customer base by capturing growth in the
expanding market segments. This includes maximising the value of its
unique library of IP through Zoo 55, our digital label which curates and
distributes content across AVOD and social video platforms globally.
A culture of agility and cost discipline is embedded within ITV Studios.
This provides flexibility to navigate market shifts and underpins its ability
to deliver attractive margins.
How we are responding
As the UK’s largest commercial streamer and broadcaster, we offer
viewers flexibility to watch our content whenever and however they wish.
ITVX has c.26,000 hours of free content curated to attract commercially
valuable audiences. To ensure maximum engagement and retention, we
continuously invest in optimising the user journey and platform experience.
In 2026, we will invest around £1.2 billion in high-quality, trusted content
across a range of genres. This drives both video on demand and live viewing
on ITVX, alongside mass audiences on our linear TV channels. Live viewing
remains a core focus, as ITV attracts more large-scale commercial
audiences than any other UK broadcaster or streaming platform.
We are also extending our reach to younger viewers through recent strategic
partnerships with YouTube and Disney+. These distribute our content to new
segments of the fragmented market, capturing audiences who might not
otherwise engage with ITV.
How we are responding
ITV maintains a clear competitive advantage in the UK advertising market,
offering advertisers a unique combination of mass audience reach, targeted
advertising at scale through Planet V, and commercial and creative partnerships,
all in a brand-safe environment. These factors, coupled with our deep advertiser
and agency relationships, remain important.
ITVX delivers scale and breadth of digital audiences, provides the inventory
for Planet V, and underpins our ability to capture online video advertising
budgets and grow market share. We are actively expanding our digital
revenue streams with ITV Commercial selling advertising around premium
ITV and partner content (e.g. Banijay) on YouTube. Furthermore, our new
small and medium-sized enterprise strategy (SME) enables these
businesses to access TV and digital advertising more efficiently.
ITV’s linear TV channels remain a cost-efficient and vital part of marketing
campaigns, providing audience scale and mass reach that complements
our targeted digital offering.
Link to risk: 1
Link to strategy:
Link to risk: 3
Link to strategy:
S
Link to risk: 2
Link to strategy:
S
ITV plc Annual Report and Accounts 20256
Carolyn McCall
Chief Executive
Now, with a strong digital platform, ITV has
successfully capitalised on growth opportunities,
delivered resilient profits and generated good
levels of cash. ITV has also achieved a key strategic
target, with two-thirds of revenue now coming from
ITV Studios and M&E’s digital business.
Financial highlights
Group total external revenue was up 1%, and
Group total revenue was flat, a good outcome
given a 5% decline in total advertising revenue
(TAR), compared with a strong advertising
performance in 2024 due to the Men’s Euros.
5% growth in ITV Studios’ total revenues and
10% growth in digital revenues offset the linear
advertising decline, demonstrating the
effectiveness of the More than TV strategy.
ITV Studios delivered a strong performance driven
by 10% growth in external revenue with significant
deliveries to global streaming platforms. We also
saw double-digit growth in Zoo 55 revenue,
maximising the value of the high-quality content
library through digital distribution globally. Within
M&E, ITVX continued its momentum with viewing
up 16% and digital advertising revenues up 12%.
Digital advertising now represents 31% of total
advertising revenues.
Group adjusted EBITA was resilient, down only
1% year-on-year, due to tight cost management.
Group adjusted EPS was down 11% to 8.5p due to
higher financing costs and a higher effective tax
rate than in the prior year.
Our statutory results reflect the year-on-year
comparison against 2024, which included the
one-off profit on the sale of BritBox International;
as a result, statutory profit before tax was down
35%, and statutory EPS decreased 43% to 5.9p.
Our balance sheet remains strong, with net debt
of £566 million, a net debt to adjusted EBITDA
leverage of 1.0x, and good free cash flow of
£187million.
In line with ITV’s dividend policy, the Board is
proposing a 5.0p per share ordinary dividend
for the full year, bringing the total paid for 2025
to c.£190 million. Since 2018, ITV has returned
over £1.6 billion to shareholders.
Our Purpose, Vision and More than
TV strategy
Our purpose is ‘Making What Matters’,
entertaining and connecting with millions
of people in the UK and globally, reflecting
and shaping culture and building brands with
brilliant content and creativity.
Our strategic vision is to be a leader in UK
advertiser-funded broadcasting and streaming
and a diversified and expanding global force in
content. Our strategy is based on three key pillars:
• Expand Studios
• Supercharge our Streaming business
• Optimise our Broadcast business
These pillars are underpinned by a clear set
of strategic priorities (detailed further in the
Operating and Financial Performance Review
section). As part of the strategy, we set
intentionally ambitious financial and non-financial
targets to drive performance and have adapted
them as necessary in a rapidly evolving market
(detailed in the KPIs section). These targets have
been instrumental in transforming ITV, both
culturally and operationally, galvanising our teams
and creating a more entrepreneurial and ambitious
culture. This is yielding clear results.
As we successfully execute our strategy, we
continuously assess all options to create the
greatest value for shareholders. Following our
announcement in November 2025, we remain in
discussions with Sky regarding a possible sale of
the M&E business. There can be no certainty as to
whether a transaction will take place and an update
will be made in due course.
EXPAND
STUDIOS
ITV Studios is a distinctive business with a leading
position in the global content market. Its core
competitive advantages and value drivers – world-
class talent, global scale and a unique IP library –
are underpinned by a culture of cost discipline.
This combination ensures the business is
well-positioned to continue to grow ahead
of the market and drive attractive margins.
ITV Studios’ creative culture attracts and
retains the industry’s leading talent by offering
independence and an entrepreneurial culture
backed by global distribution and resources.
This has made ITV Studios a destination for top
creative talent, a position we continue to enhance
through attracting talent and making strategic
acquisitions that deliver both creative scale and
revenue synergies. This year, ITV Studios acquired
Moonage Pictures in the UK (producers of The
Gentlemen for Netflix) and Plano a Plano in Spain
(producers of Suspicious Minds for Disney+).
The success of this strategy is evident in our
creative output. We produce iconic programmes
such as The Voice, Love Island, The Graham Norton
Show and Line of Duty, while some of our newer
Chief Executive’s Statement
ITV delivered a good performance in 2025, outperforming current
market expectations, against a challenging market backdrop. The
results demonstrate the scale of ITV’s strategic transformation.
ITV plc Annual Report and Accounts 2025 7
Strategic Report Governance Financial Statements
labels, such as Happy Prince and Quay Street
Productions, are delivering hit scripted shows.
For example Rivals for Disney+, which is returning
for season 2 following the success of season 1, and
Harlan Coben titles including Run Away and Fool
Me Once for Netflix. ITV Studios’ success in talent
retention is clear, reinforcing our position as an
environment where the industry’s best creative
leaders thrive. In the UK, where we conduct the
majority of our talent deals and acquisitions,
around 75% of our label MDs and creative leads
remain with the business post-earnout.
The global content market remains large and
attractive. As a scaled and diversified business,
ITV Studios is well-positioned to outperform the
highly fragmented global market. ITV Studios is
the largest TV producer in the UK, one of the
world’s largest studio groups, and a key player
in the markets in which it operates.
ITV Studios’ strength lies in its diversification across
geography, genre, and customer base. Today, 59%
of our revenue is generated internationally, and 28%
comes from the growing streaming market as we
build a strong track record for successful content.
We maintain deep, strategic relationships with the
world’s leading content buyers, with active projects
in development for every major global streaming
platform and an exciting pipeline of new and
returning hits that demonstrate our creative reach.
ITV Studios’ unique library of over 100,000 hours
of scripted and unscripted content is a significant
strategic asset. Each year, thousands of hours of
new IP are added, which is licensed to over 350
customers globally. This scale allows ITV Studios to
maximise the lifetime value of its content. The team
are also taking advantage of the fast-growing digital
distribution market through our digital label, Zoo 55.
Zoo 55 enables ITV Studios to expand the reach
of its long and short-form content, distributing
it across social video, FAST, and AVOD (ad-
supported video on demand) channels globally.
By using data-driven audience insights and AI to
curate content, Zoo 55 can engage wider global
audiences across a broader range of platforms.
In 2025, Zoo 55 generated over 47 billion global
views, up over 30% year-on-year, which drove
double-digit revenue growth.
ITV Studios’ operating model as a creator, owner,
producer and distributor of IP ensures it captures
the full value of the content lifecycle. This enables
the business to drive above-market growth and
deliver attractive margins. Our strategy of
diversifying revenues has resulted in a stable
foundation of c.60% recurring revenues,
supported by a low-risk model that delivers
high-quality earnings and strong cash generation.
ITV Studios has consistently grown ahead of
the market at an attractive margin. We made
a corporate viewer-led and efficiency-driven
decision to implement a new scheduling pattern
for the Soaps and production changes for our
Daytime schedule. These were the right decisions
for ITV, delivering significant savings in M&E, but
have reduced ITV Studios’ internal revenue by
c.£80 million effective from 2026. We remain on
track to deliver our 2026 financial target of 5%
average annual total organic revenue growth from
2021, excluding Daytime and Soaps. Furthermore,
we remain on track to deliver an adjusted EBITA
margin within our 13% to 15% range.
Media & Entertainment (M&E)
As the UK’s largest commercial broadcaster and
BVOD
1
streamer, M&E’s success is underpinned by
two strategic pillars: Supercharge Streaming and
Optimise Broadcast, both of which are critical in
a rapidly changing market.
By leveraging ITV’s scale, trusted brand, and
high-quality content, M&E is well-positioned
to deliver profitable digital revenue growth and
strong cash generation. We combine our reach
with an extensive first-party dataset to offer a
compelling commercial proposition: mass
audiences alongside sophisticated targeted
advertising and integrated creative partnerships
– all within a brand-safe, measured environment.
A tightly disciplined, agile cost base remains
central to M&E’s resilience.
Chief Executive’s Statement continued
Our More than TV strategy
Expand
STUDIOS
Further diversifying
and expanding by genre,
geography and customer,
and growing faster than
the market
Su percharge
STREAMING
Driving digital viewing and
revenuethrough ITVX and Planet V,
ITV’s leading addressable
advertising platform
Optimise
BROADCAST
Digitally transforming as we
continue toattract commercial
broadcast audiences of
unparalleled scale
1. Broadcaster video on demand
ITV plc Annual Report and Accounts 20258
SUPERCHARGE
STREAMING
ITVX and Planet V have fundamentally transformed
our streaming offering, driving fast-growing,
profitable digital advertising revenues. ITVX is the
fastest-growing broadcaster streaming platform
in the UK and, since launch in 2022, has delivered
25% CAGR in total streaming hours and 16%
CAGR in digital advertising revenues.
In addition, by using data on audience behaviour
and preferences, the team have optimised content
spend across ITVX and the linear TV channels to
ensure our curated offering attracts and retains
the most commercially valuable viewers.
Planet V, our first-class addressable advertising
platform, provides access to over 40 million
registered users, with 20,000 targeting options
which can be further augmented with data from
third-party providers such as Tesco and Carwow.
Since launch, Planet V has attracted over 1,500
new advertisers to ITV.
With this momentum, digital advertising revenue
is outperforming our original plan. Given the strong
performance of advertiser-funded streaming on
ITVX and our focus on profitable growth, we have
pivoted our digital strategy by doubling down on
this model and deprioritising subscription video
on demand. Therefore, it will take slightly longer
than initially anticipated to reach the overall
£750million digital revenue target.
Importantly, this has saved significant
incremental content and marketing spend. As a
result, we reached break-even two years earlier
than planned, recouping our entire investment in
ITVX four years earlier than projected. In doing so,
we have created a more resilient, focused and
profitable ITVX platform, with very attractive
growth prospects.
Building on the foundations of the strategic
investments in ITVX and Planet V, we are
competing effectively in the £9.5 billion online
video advertising segment, attracting ‘new-to-ITV’
advertisers and growing our share of the market.
We are removing barriers to entry and simplifying
the buying process for TV advertising for small
and medium-sized enterprises (SMEs). We have
onboarded new SME advertisers, who are not
represented by agencies through our recently
established direct sales team. In addition, we are
making good progress towards the launch of our
self-serve advertising platform in collaboration
with Sky, Channel 4, and Comcast’s Universal Ads
platform which we will be testing later this year.
ITV is also extending its reach and monetisation
through strategic content and commercial
partnerships. Through our YouTube partnership,
over 40% of the viewing to ITV’s content on the
platform is from under 35-year-olds, driving
incremental reach without cannibalising ITVX
viewing. The newly created ITV YouTube sales
team, which sells advertising around ITV content
on the platform, continues to grow, partnering
with over 800 brands and products today, up
from six at launch. In early 2026, we announced a
partnership with Banijay to sell all their advertising
around their content on YouTube.
Our partnership with Disney+ has successfully
driven fresh consideration for both platforms,
and we are now expanding this relationship to
bring selected Disney+ titles to ITV1’s peak
schedule. We also have a new collaboration with
TikTok, which is further driving engagement and
monetisation around curated ITV content.
We are leveraging our IP and first-party data to
drive growth in digital non-advertising revenue.
We launched The Birthday Draw in January 2026,
a partnership with Global for a £1 million cash
prize, and are evolving ITV Win into a premium
destination for competitions, most recently with
the introduction of ITV Win Bingo & Spins. While it
is early days, we expect these two initiatives to
drive double-digit growth in interactive revenues
and will broadly break-even in year one.
OPTIMISE
BROADCAST
While we Supercharge Streaming, we continue
to Optimise Broadcast, increasing productivity
and efficiency, and remain the only commercial
platform capable of delivering mass cultural
moments at scale, a reach that is increasingly
valuable for advertisers in a fragmented market.
In 2025, ITV delivered 91% of the top 1,000
commercial audiences.
To reinforce this value, we are collaborating
with Channel 4 and Sky on ‘Lantern’ (launching
in 2027), an outcomes program to measure the
effectiveness of TV advertising. This enables
advertisers to track the short-term impact of
TV campaigns on sales, and has been welcomed
by advertising agencies and clients, reinforcing
ITV’s leading high-performance and brand
safe environment.
We are optimising our 2026 content spend to
best reflect viewer dynamics and deliver the most
valuable audiences for advertisers. We have an
extraordinary programme schedule across
ITV NEWS is a trusted and impartial
news source. In 2025, streaming hours
for News content on ITVX grew by 11%
year-on-year, reflecting the platform’s
increasing role in news delivery.
THE RELUCTANT TRAVELLER
WITH EUGENE LEVY is a travel
docuseries produced by Twofour (an
ITV Studios label) for Apple TV+ and
returned for its third season in 2025.
ITV plc Annual Report and Accounts 2025 9
Strategic Report Governance Financial Statements
Drama, Entertainment and Reality, while scaling
live Sport. ITV is the only commercial broadcaster
with the rights to the Men’s Football World Cup,
which includes 19 more matches on ITV. We also
have the rights to all England men’s rugby games
this year.
Strategic cost programme
Through our ongoing strategic cost programme,
we continue to drive productivity and efficiency
gains, as we reprioritise our resource allocation
to better align with our strategy.
In 2025, we delivered £50 million of permanent
savings, £5million ahead of plan, alongside
£13million of annualised transmission savings
from our previous cost programme. Since the
start of 2019, we have achieved £253 million
of cumulative non-content savings.
Savings during the year were driven by operational
and technology efficiencies and organisational
redesign. We are also increasingly using AI across
the business to drive efficiencies, as well as create
revenue opportunities. These savings have
funded investments and more than offset
inflation in both businesses.
In 2026, we expect a further £20 million of savings,
which is a combination of new initiatives and the
annualised benefits from our 2025 savings.
Our structured and disciplined approach to cost
ensures that ITV remains a lean, agile business,
optimising our cost base to enhance profitability
and invest in the growth drivers.
Our Social Purpose
ITV has an incredible history of reflecting and
shaping culture for good. From championing
the stories that need to be told to fostering an
inclusive and creative workplace, we remain
committed to our social purpose, which is
focused across four areas:
• Mental Wellbeing: We encouraged the nation
to prioritise their health through our ‘Britain Get
Talking’ and ‘Role of a Lifetime’ campaigns.
We also relaunched our Head First Award, which
awards £1 million of airtime to an advertiser
promoting positive mental wellbeing.
• Better Futures: Our audiences raised over
£15 million for Soccer Aid for UNICEF this year.
We also reached a milestone in our Creative
Access partnership, matching over 500
mentoring partnerships to support the
next generation of industry talent.
Chief Executive’s Statement continued
• Climate Action: ITV earned an ‘A’ score from CDP,
placing us in the top 4% of companies globally
for climate performance and transparency.
We continue to innovate on-screen, including
Emmerdale’s award-winning climate storytelling
and recent sustainable partnership with the
Department for Energy Security and Net Zero.
• Diversity, Equity and Inclusion:
We committed a further £80 million to our
Diversity Commissioning Spend, which created
high-impact content such as the successful
drama Code of Silence. Through our Diversity
Development Fund and Fresh Cuts series,
we continue to champion underrepresented
creatives and enhance accessibility support
on shows such as The Assembly. Our colleague
networks continue to thrive, helping us create
an inclusive culture at ITV.
More detail is included in the Social Purpose
section on page 28.
Regulation
New restrictions on less healthy food (LHF)
advertising on Ofcom-regulated TV and
streaming services before 9 p.m., and all day
online, came into effect on 5 January 2026. ITV
voluntarily implemented these restrictions from
1October 2025, in line with a pan-industry
commitment. We have worked proactively
with advertisers to mitigate the impact on
advertising revenues.
We continue to work with Ofcom as it
implements the Media Act, including crucial
provisions on prominence, inclusion and dispute
resolution for public service broadcaster (PSB)
streaming services.
Duty of Care
ITV takes its responsibilities related to Duty
of Care and Speaking Up very seriously, with
significant focus from the Board and Executive
Committee. We have robust and established
processes in place to support the physical and
THE ASSEMBLY is an
entertainment series
where celebrities are
questioned by a
remarkable group of
inquisitive interviewers
who are autistic,
neurodivergent and/or
learning disabled. It drew a
significant audience on
ITVX and was one of ITV’s
biggest titles on YouTube.
SHARK! CELEBRITY
INFESTED WATERS
is a new natural history
and factual format
produced by Plimsoll
Productions (an ITV
Studios label) in the UK.
It launched on ITV1 in
2025 and has been
commissioned in
Australia.
ITV plc Annual Report and Accounts 202510
mental health of everyone working for and with
ITV, including those who help produce our shows
and those who take part in them. We also provide
confidential and anonymous channels through
which concerns can be reported, and we ensure
that we investigate all complaints raised.
During 2025, ITV continued its focus on Duty of Care,
building on Dr Paul Litchfield’s (Independent Chief
Medical Adviser to ITV) 2024 review that confirmed
ITV’s high standards of programme participant care.
We streamlined access to specialist advice,
simplified documentation, strengthened the risk
team, and launched a new support framework for
victims of stalking and harassment. Our Speaking
Up efforts included raising awareness about the
Complaints Handling Unit (CHU), implementing
internal audit recommendations and revising the
Complaints Handling Framework with updated case
tracking and expanded board reporting to capture
the CHU’s work and identify trends.
Further details can be found in the Risks and
Uncertainties section on page 43.
Colleagues
ITV’s 70th anniversary was a moment to
celebrate the generations of talent who have
built this company. I am immensely proud of all
our colleagues and very grateful to them for all
the achievements, creative, commercial and
operational. They have navigated a year of
industry change and internal restructuring
with unwavering professionalism.
The resilience of our culture is clear. Our
Engagement Index rose six points to 63% this
year, and I am particularly pleased that 75%
of our people feel that diversity is valued and
opportunities are equal. Despite the pace
of change in our industry, our people remain
motivated and proud to be part of ITV’s story.
In 2025, we rolled out new AI tools to improve
productivity and enhance our world-class
creativity. We also embedded ‘Making What
Matters’ as our internal brand and strengthened
the link between the Board and our Ambassador
network, who serve as a vital link to our global
workforce. In 2026, we will continue to prioritise
an open dialogue through structured Executive
Committee town halls in all our offices and
increasing interaction between our Ambassadors
and senior leaders to ensure colleague voices
drive action year-round.
ITV’s success has always been built on a unique
blend of creativity and commercialism, fuelled by
the talent of our people. I am confident that this
collective spirit will drive our future success.
Outlook
Our More than TV strategy is yielding clear results
and generating strong outcomes across both ITV
Studios and M&E.
We have created two resilient and attractive
businesses that are demonstrably leaner, more
agile, increasingly digital and well-positioned to
deliver future growth. As we head into 2026 and
beyond, our strategic pillars remain constant,
but our priorities will evolve and adapt to meet
changing industry dynamics. This ensures we build
on the significant momentum achieved to date.
We remain focused on retaining the right people
and ensuring we have an open dialogue within ITV.
With the profitable growth of ITV Studios and
the digital M&E business, along with strong cash
generation, we will continue to deliver attractive
returns to shareholders.
Carolyn McCall
Chief Executive
KAREN PIRIE is a crime
drama produced by World Productions
(an ITV Studios label). It returned for a
second series in 2025, with an average
of five million viewers per episode, and
15 million streams on ITVX.
THE CHASE is a
multi-award-winning
quiz show produced by
Bright Entertainment
(an ITV Studios label).
In 2025, it maintained
its position as the UK’s
biggest daytime show.
ITV plc Annual Report and Accounts 2025 11
Strategic Report Governance Financial Statements
Our KPIs and 2026 targets, which
were set as part of Phase Two of our
More than TV strategy in 2022, align
our performance and accountability
with our strategic priorities.
This is detailed further in the
Chief Executive’s Statement
and Operating and Financial
Performance Review.
All KPIs are reported externally on a six‑month basis
(but monitored internally by the Board and management
on a monthly basis). The following are reported externally
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.
For further details on the performance
of our KPIs, see the Operating and Financial
Performance Review, pages 16 to 27
ITV GROUP
ADJUSTED EPS
1
COST SAVINGS PROFIT TO CASH CONVERSION
1
8.5p
‑11% on 2024
£253m
cumulative permanent savings
since the start of 2019
65%
‑18 basis points on 2024
2024
9.6
2025 8.5
2022
2023
13.2
7.8
2024
190
2025 253
2022
2023
106
130
2024
83
2025 65
2022
2023
75
102
Adjusted EPS represents the adjusted
profit after tax
1
attributable to each
equity share in the year.
Why it’s important
It is an important measure, as we aim to
create long‑term value for our shareholders.
Performance
Adjusted EPS decreased by 11% to 8.5p,
reflecting lower total advertising revenue
year‑on‑year, partially offset by content
and non‑content cost savings across the
Group. Higher adjusted financing costs and
an increase in the adjusted effective tax
rate further impacted the decline. Refer
to the Finance Review for further details.
Cost savings are permanent savings
to the business.
Why it’s important
Weaim to run our business as efficiently
as possible. Managing our cost base and
mitigating the impact of inflation is key,
and funding investments in line with
ourstrategic priorities.
Performance
We delivered £50 million of permanent
efficiencies in 2025 as part of our strategic
cost programme, alongside £13 million
of annualised transmission savings from
our previous plan. We have delivered
£253million of cumulative savings
since the start of 2019.
We expect to deliver a further £20 million
of non‑content savings in 2026, which is a
combination of new initiatives and 2025
annualised savings.
Profit to cash is our adjusted cash flow
as a proportion of adjusted EBITA.
Why it’s important
One of ITV’s strengths is its cash
generation. Profit to cash conversion
serves as a key indicator in measuring
our effectiveness in exercising tight
management of working capital balances.
Performance
Profit to cash conversion was 65% in the
year, reflecting an increase in working
capital, predominantly in ITV Studios from
an increase in programmes in production.
Over the three years from 2023 to 2025,
cash conversion has averaged around 80%
2026 Target
There was no target set for Adjusted EPS.
2026 Target
Deliver over £150 million of cumulative
savings from the start of 2019 to the end
of 2026.
2026 Target
Maintain at around 85%.
Key Performance Indicators
1. A full reconciliation between our adjusted and statutory results is provided in the APMs section
ITV plc Annual Report and Accounts 202512
ITV STUDIOS TOTAL ORGANIC
REVENUE GROWTH
2
ITV STUDIOS ADJUSTED EBITA
2
MARGIN %
TOTAL HIGH‑END
SCRIPTEDHOURS
% OF ITV STUDIOS TOTAL
REVENUE FROM STREAMING
PLATFORMS
NUMBER OF FORMATS SOLD
IN THREE OR MORE
COUNTRIES
+1%
on 2024
13.9%
‑0.8 basis points on 2024
325 hrs
+10% on 2024
28%
+3 basis points on 2024
20 formats
flat on 2024
2024
-5
2025 +1
2022
2023
+14
+3
2024
14.7
2025 13.9
2022
2023
12.4
13.2
2024
296
2025 325
2022
2023
276
316
2024
25
2025 28
2022
2023
22
32
2024
20
2025 20
2022
2023
19
19
ITV Studios organic revenue includes
revenues from programmes sold to
networks, streaming platforms, cable
operators and free‑to‑air broadcasters,
including M&E. It excludes the impact of
any acquisitions made during the current
or prior period and the year‑on‑year
movement in foreign exchange.
Why it’s important
ITV Studios total organic revenue
measures the scale and success
of our global Studios business.
Performance
Total organic revenue was up 1%, with
scripted deliveries to global streaming
platforms and UK free‑to‑air broadcasters
offset by a decline in internal revenue.
Organic revenue excludes the impact of a
£15 million unfavourable foreign exchange
movement and £114 million of acquisitions
in the year.
ITV Studios margin is calculated on Studios
totalrevenue.
Why it’s important
This is a key profitability measure used
across ITV Studios.
Performance
ITV Studios adjusted EBITA margin
was 13.9% (2024: 14.7%). This decline
in margin reflects the change in revenue
mix year‑on‑year. 2025 had an increase
in scripted deliveries to global streaming
platforms which generate higher revenue
but at a lower margin than catalogue sales.
In 2024 catalogue sales were unusually high
due to the absence of original commissions
as a result of the 2023 US writers’ and
actors’ strike.
High‑end scripted hours include new
commissions or returning franchises
that have ahigher cost per hour than
continuing drama.
Why it’s important
It is an important measure in assessing
the success of our strategic priority, to
grow our scripted business. We aim to
meet the growing global demand for
scripted content, particularly from
streaming platforms.
Performance
The number of high‑end scripted hours
produced by ITV Studios increased by 10%
to 325 hours in 2025, driven predominantly
by Studios UK and Studios International,
following a lower volume of scripted
deliveries to the streaming platforms
in the prior year.
This is the total revenue from streaming
platforms as a proportion of total
Studios revenue.
Why it’s important
Over the medium term, the key driver
ofgrowth in the global content market
is expected to be from local and global
streaming platforms. This metric enables
us to deliver our strategic priority of further
diversifying our customer base.
Performance
The percentage of ITV Studios total revenue
from streaming platforms increased to 28%.
This was driven by scripted and unscripted
deliveries in the UK and internationally for new
and returning titles, including The Devil’s Hour
for Amazon Prime Video, Run Away for Netflix,
the part‑delivery of Rivals for Disney+ and
The Reluctant Traveller for Apple TV+.
This includes ITV Studios formats that
have been sold to three or more countries
during the year. Spin‑offs, such as Love
Island Games, are considered distinct from
the original format (i.e. Love Island) for the
purpose of this indicator.
Why it’s important
ITV Studios is focused onmaximising
the international monetisation ofsome
of the world’s most successful travelling
entertainment formats. A good measure
of international success is when a format
is sold in three or more countries.
Performance
The number of formats sold in three or
more countries was flat at 20 and in line
with our2026 target. Formats that have
sold in three or more countries include:
The Voice, Hell’s Kitchen, The Chase
and Love Island.
2026 Target
Grow by 5% on average per annum
(from2021).
2026 Target
Deliver in the 13% to 15% range.
2026 Target
Grow to 400 hours.
2026 Target
Grow to 30% of ITV Studios total revenue.
2026 Target
Grow to 20 formats.
EXPAND STUDIOS
UK AND GLOBAL PRODUCTION
2. Our APMs are defined within the APMs section of this report
ITV plc Annual Report and Accounts 2025 13
Strategic Report Governance Financial Statements
TOTAL DIGITAL REVENUE
3
MONTHLY ACTIVE USERS
(MAU)
4
TOTAL STREAMING HOURS
5
UK SUBSCRIBERS
6
3. Total digital revenue includes digital
advertising revenue and subscription
revenue, as well as linear addressable
revenue, digital sponsorship and
partnership revenue, ITV Win, commission
from STV for ITV selling their video‑on‑
demand inventory, social media advertising
revenue, and any other revenues from digital
business ventures which qualify under the
definition. Given the nature of digital
revenue, it will evolve over time
4. Given the nature of the market and our
strategy to grow digital revenues, we will
continue to evolve our measurement
approach as new data and methodologies
become available, to include users from
platforms and services where we serve ITV
content where we can reliably and robustly
measure and de‑duplicate such users. To
date, total MAUs have captured the average
number of identifiable users who accessed
our owned and operated ITVX platforms and
services each month throughout the period.
In 2025, total MAUs also include users
accessing our linear channels on devices
where we can identify the user, for which
data is now available. The prior year figure
has been restated to reflect this inclusion; it
was previously reported as 14.3 million
5. Given the nature of the market and our
strategy to grow digital revenues, we will
include viewing hours from platforms and
services where we serve ITV content, where
we can reliably and robustly measure and
de‑duplicate such hours. In 2025, streaming
hours also include users accessing our
IP‑delivered content, for which data is now
available. The prior year figure has been
restated to reflect the inclusion of these
hours; it was previously reported as
1,686million
6. Prior to the closure in 2024, it also included
subscribers to the BritBox UK service on
Amazon Prime Video Channels along with
the BritBox UK standalone app
£614m
+10% on 2024
16.5m
+12% on 2024
2,304m hrs
+16% on2024
0.9m
‑10% on 2024
2024
556
2025 614
2022
2023
414
498
2024
14.7
2025 16.5
2022
2023
10.5
12.5
2024
1,980
2025 2,304
2022
2023
1,192
1,50 6
2024
1.0
2025 0.9
2022
2023
1.4
1.3
Total digital revenue comprises all revenue
streams from our M&E digital businesses,
and is predominantly digital advertising.
Why it’s important
It is an important measure of the
acceleration of our digital strategy
as we Supercharge Streaming.
Performance
Total digital revenue grew 10% to £614
million. The growth was driven by digital
advertising revenue, which was up 12%.
Refer to the Operating and Financial
Performance Review for further details.
Monthly active users measures the reach
of ITV’s content digitally.
Why it’s important
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 12% to 16.5
million. As with total streaming hours, the
growth in monthly active users has been
driven by increased user engagement from
the investment we have made in the
quality and scale of content on ITVX, the
enhanced product and user experience,
and the expanded distribution and
marketing activity.
Total streaming hours measure the total
number of hours viewers spent watching
ITV across all streaming platforms at a
device level. This includes streaming
hours for both ad‑funded and
subscription streaming.
Why it’s important
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 16%
to 2,304 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.
UK subscribers are users of ITVX’s
premium tier. It includes those who pay
ITV directly, pay via a third‑party (such
as Amazon Prime Video Channels) or
an operator, and free trialists.
Why it’s important
It is a measure of the monetisation
of ITV viewers, who are willing to pay
for ad‑free and additional content.
With the changing market dynamics, we have
prioritised our ad‑funded proposition over our
paid proposition to deliver the best return and
drive digital revenues. Subscribers as a KPI are
therefore less important.
Performance
Total UK subscribers as of 31 December
2025 was marginally down year‑on‑year.
In 2024, we took actions to simplify our
ITVX Premium offering, which has had
a short‑term negative impact in 2025 on
subscriptions and subscription revenue.
2026 Target
More than double (compared to 2021) to at
least £750 million.
2026 Target
Double (compared to 2021) to 20 million.
2026 Target
Double (compared to 2021) to 2 billion
hours.
2026 Target
Double (compared to 2021) to 2.5 billion.
M&E
SUPERCHARGE STREAMING
Key Performance Indicators continued
ITV plc Annual Report and Accounts 202514
SHARE OF TOP 1,000
COMMERCIAL BROADCAST
TV PROGRAMMES
7
SHARE OF COMMERCIAL
VIEWING
8
7. 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.
Itexcludes programmes with a duration of
<ten minutes. This metric is calculated as
a 12‑month rolling average to normalise
seasonal scheduling
8. Share of commercial viewing is the total
viewing of audiences over the period achieved
by ITV’s family ofchannels as a proportion of
all ad‑supported commercial broadcaster
viewing in the UK. ITV Family includes ITV,
ITV2, ITV3, ITV4, ITV Quiz (which was
previously ITVBe), and associated ‘HD’
and ‘+1’ channels
91%
‑1 basis points on2024
31.7%
‑0.5 basis points on2024
2024
92
2025 91
2022
2023
93
91
2024
32.2
2025 31.7
2022
2023
33.8
32.6
The share of top 1,000 commercial
broadcast TV programmes is measured
by BARB based on viewing figures.
Why it’s important
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 2025 share was 91%, which was
down marginally by 1% point year‑on‑year.
A strong slate of new dramas, including
Playing Nice, I Fought The Law and
Protection, alongside entertainment shows,
such as Love Island and I’m A Celebrity...Get
Me Out Of Here! and sport, including the
Women’s Euros and Men’s Football World
Cup Qualifiers, helped maintain ITV’s strong
commercial mass proposition.
Share of commercial viewing is the total
viewing of audiences over the period
achieved by ITV’s family ofchannels
as a proportion of all ad‑supported
commercial broadcaster viewing
in the UK.
Why it’s important
Maintaining ITV’s number one position in
the UK broadcast market is important for
us to attract and retain advertisers, and is
vital to maximising advertising revenues.
Performance
Our share of commercial viewing
decreased marginally by 0.5% points to
31.7%. ITV continues to have the largest
share of commercial viewing versus our
commercial competitors.
2026 Target
Maintain a share of at least 80%.
2026 Target
Maintain at 33%.
M&E
OPTIMISE BROADCAST
ITV plc Annual Report and Accounts 2025 15
Strategic Report Governance Financial Statements
Operating and Financial Performance Review
ITV delivered a good performance in 2025, ahead of current market expectations, against
a challenging market backdrop. Both ITV Studios and M&E performed well, reflecting the
significant strategic transformation the business has delivered.
Group financial overview
1
Total revenue was flat, with growth in ITV Studios
offset by a decline in total advertising revenue
(TAR). This reflects the strong advertising period
in 2024 from the Men’s Euros, and the impact of
macroeconomic uncertainty on advertiser demand
in the lead‑up to the UK budget in Q4 2025. Total
Group external revenue was up 1%, with strong
growth in ITV Studios external revenue. Group
adjusted EBITA declined by only 1%, with the
decrease in TAR partially mitigated by cost
savings achieved across the Group.
ITV Studios delivered good total revenue growth up
5%, which was ahead of the global content market,
leveraging its world‑class talent, global scale and
diversification, and unique IP library. External
revenue grew 10%, driven by significant deliveries
to global streaming platforms. As expected, ITV
Studios adjusted EBITA decreased by 1%, with the
margin reducing by 0.8% points to 13.9%, reflecting
the change in revenue mix year‑on‑year.
In M&E, total revenue declined by 5%, driven by
TAR which was down 5% (vs guidance of ‑6%).
ITVX maintained its strong performance with
digital viewing up 16% and digital advertising
revenues up 12%. M&E adjusted EBITA decreased
by 6%, reflecting the decline in TAR, partially
offset by a combination of lower content costs
and the delivery of significant permanent and
temporary cost savings.
FINANCIAL HIGHLIGHTS
Twelve months to 31 December
2025
£m
2024
£m
Change
£m
Change
%
ITV Studios
2
2,130 2,038 92 5
M&E 1,991 2,102 (111) (5)
Total Revenue
4,121 4,140 (19) ‑
Internal revenue
3
(610) (652) 42 6
Total External Revenue
3,511 3,488 23 1
Total non-advertising revenue
2,398 2,320 78 3
ITV Studios adjusted EBITA
2
297 299 (2) (1)
M&E adjusted EBITA 234 250 (16) (6)
Adjusted EBITA
531 549 (18) (3)
Unrealised profit in stock adjustment 3 (7) 10 143
Group adjusted EBITA
4
534 542 (8) (1)
Group adjusted EBITA margin 15.2% 15.5% – (0.3)% pts
Statutory operating profit
363 318 45 14
Adjusted EPS (p) 8.5p 9.6p (1.1)p (11)
Statutory EPS (p) 5.9p 10.4p (4.5)p (43)
Net Debt at 31 December (566) (431) (135) (31)
Leverage 1.0x 0.7x – –
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 and KPIs section
2. Total ITV Studios revenue includes £89 million (31 December 2024: £106 million) of intra‑segment revenue
derived from trading between Global Partnerships and ITV Studios productions
3. Internal revenue originates mainly in the UK and includes trading between ITV Studios and M&E, and Global
Partnerships and ITV Studios productions
4. Refer to APMs for key adjustments to EBITA and adjusted EBITA
Key financials
Group external revenue
£3,511m
+1% vs 2024
Total ITV Studios revenue
£2,130m
+5% vs 2024
Total digital revenue
£614m
+10% vs 2024
Group adjusted EBITA
£534m
-1% vs 2024
Statutory operating profit
£363m
+14% vs 2024
Adjusted EPS
8.5p
-11% vs 2024
Statutory EPS
5.9p
-43% vs 2024
Net debt
£566m
31 Dec 2024: £431m
ITV plc Annual Report and Accounts 202516
We continue to transform and restructure our
operations in response to our evolving media
landscape and to best reflect viewer dynamics.
Through our strategic cost programme, we are
reshaping our cost base, enhancing profitability
and investing in the growth drivers of ITV Studios
and Streaming. In 2025, we delivered £50 million
of incremental in‑year cost savings across the
Group, which was ahead of our previous guidance
of £45 million. These savings have come from
across the business, including technology and
operational efficiencies and organisational
redesign. The one‑off cost to deliver our
permanent savings was £43 million. £13 million
of annualised transmission efficiencies were
also delivered from our previous £150 million
cost savings programme.
In addition to the permanent cost savings,
we also delivered £15 million of temporary
cost savings in M&E, which we announced in
November 2025 to proactively align our cost
base with the softer advertiser demand seen in
Q4. These savings primarily came from reduced
discretionary spend, the rephasing of marketing
spend and marketing efficiencies.
Unrealised profit in stock was a £3 million credit
(2024: £7 million debit), with the year‑on‑year
movement reflecting the release of profit from
internally supplied content utilised in the year,
alongside lower volumes of ITV Studios content
held in M&E.
Total operating exceptional items were £107
million (2024: £65 million), which was marginally
higher than guidance of £100 million. This total
primarily included £69 million of restructuring
and transformation costs and £38 million of
corporate transaction‑related expenses, which
are performance‑based, employment‑linked
consideration to former owners and professional
fees related to completed corporate transactions
and potential corporate transactions. Further
details on total exceptional items are provided in
the Finance Review and section 2.2 of the notes to
the Financial Statements.
Adjusted financing costs increased in the year to
£43 million (2024: £25 million) and statutory net
financing costs were £25 million (2024: nil).
Both measures were impacted by cash‑related
net financing costs, which included realised
foreign exchange losses and lower interest
on deposits compared to the prior year.
Adjusted profit before tax decreased by 5% to
£448 million (2024: £472 million). Statutory profit
before tax decreased by 35% to £338 million
(2024: £521 million) with the prior year benefiting
from the profit on the sale of BritBox International,
which was sold to the BBC for £255 million, with a
profit on disposal of £194 million (pre‑tax).
The adjusted effective tax rate (ETR) was 27.7%
(2024: 20.8%) and the statutory ETR was 33.4%
(2024: 22.1%), with the higher year‑on‑year tax
rates impacted by overseas taxes. The statutory
ETR also included non‑deductible exceptional
expenses of £40 million which were disallowed for
tax purposes, resulting in no associated tax credit.
Adjusted EPS for the year was 8.5p (2024: 9.6p),
with statutory EPS decreasing from 10.4p to 5.9p.
See the Finance Review for further details on
movements in our adjusted and statutory results.
Our profit to cash conversion was 65%
(31December 2024: 83%), with free cash flow
of £187 million (31 December 2024: £325 million).
ITV has a robust balance sheet with net debt of
£566 million (31 December 2024: £431 million) and
a net debt to adjusted EBITDA of 1.0x (2024: 0.7x).
The year‑on‑year increase reflects a lower cash
balance following the completion of the 2024
share buyback programme and a higher working
capital outflow in the year.
We have good access to liquidity. At 31 December
2025, we had cash and committed undrawn
facilities totalling £1,327 million (31 December
2024: £1,377 million), which included total cash
of £302 million (31 December 2024: £427 million).
During 2025, we extended the maturity profile of
ITV’s debt through the issuance of a £300 million
term loan facility (maturing in 2029). The proceeds
will be used to refinance our €360 million bond
when it becomes due in September 2026.
We have a clear capital allocation policy, and our
priorities remain unchanged (see the Finance
Review for further details).
In line with ITV’s dividend policy, the Board is
proposing a final dividend of 3.3p (2024: 3.3p),
giving a full year ordinary dividend of 5.0p per
share for 2025 (2024: 5.0p).
We are focused on delivering continued strategic
progress, driving profitable growth and strong
cash generation, underpinned by our unwavering
value creation strategy.
A range of downside scenarios reflecting ITV’s
principal risks has been modelled and considered
in the assessment of ITV’s long‑term viability.
Refer to page 52 for further details.
CORONATION STREET remains
the UK’s largest Soap and has
been on ITV since 1960.
ITV plc Annual Report and Accounts 2025 17
Strategic Report Governance Financial Statements
It benefits significantly from its global scale in a
large and fragmented market, being the largest
producer in the UK, one of the world’s largest studio
groups, and a key player in the markets in which it
operates. ITV Studios is a trusted supplier and has
well‑established relationships with major content
buyers and leading creative talent. With a
high‑quality content library of over 100,000 hours
and a digital distribution network through Zoo 55,
its digital label, it is also one of the pre‑eminent
global distributors of content.
The global content market is large and attractive,
defined by a diverse mix of content and customers
in a highly competitive landscape. It was
estimated to be c.$235 billion
1
in 2025, growing
1% year‑on‑year. While overall market growth has
slowed compared to historical levels, we expect
continued growth in key segments in which ITV
Studios is well‑positioned, including content
licensing (particularly digital and FAST channels),
as well as sustained demand from streaming
platforms for scripted and unscripted content.
The highly fragmented nature of the content
market means that ITV Studios remains relatively
small compared to the total addressable market,
presenting a significant opportunity to capture
further market share. By leveraging its key
competitive advantages and value drivers –
world‑class talent, global scale, and unique
IP library – underpinned by a culture of cost
discipline, the business is well‑positioned
to continue to grow ahead of the market
and deliver attractive margins.
EXPAND
STUDIOS
ITV Studios strategy
ITV Studios’ ambition is to be a leading force in
the creation and ownership of IP, global content
production and distribution. We are achieving this
by focusing on our four strategic priorities to drive
revenue and profit growth:
• Growing our scripted business to meet the
growth in global demand
• Growing our global formats business
to maximise the monetisation of high‑
value formats
• Diversifying our customer base to capture
the growth in content spend from local and
global streaming platforms
• Attracting and retaining leading creative talent
Our priorities are underpinned by KPIs and targets
which reflect the key drivers of growth and value.
Refer to the CEO Statement and KPIs section for
more details on our KPIs, why they are important,
and how they enable us to deliver value.
ITV Studios is a scaled global creator, owner and distributor of
high‑quality TV content, producing some of the world’s most
successful shows. It operates in 13 countries, across 60+ labels
and is diversified by genre, geography and customer in the key
creative markets around the world.
ITV
STUDIOS
Operating and Financial Performance Review continued
1. Source: Ampere Analysis: Feb 2026 – excluding spend from film studios
RUN AWAY is a scripted series produced by
Quay Street Productions (an ITV Studios
label) for Netflix. Following its launch, it was
one of the top ten English TV shows in 84
countries.
ITV plc Annual Report and Accounts 202518
Growing our scripted business
Scripted content plays a key role in attracting
and retaining viewers and subscribers across
both free‑to‑air and streaming platforms. This,
coupled with the proliferation of streaming
platforms, has driven a global increase in original
scripted commissions in recent years. With ITV
Studios’ global production presence, strong track
record for delivering high‑quality scripted
content, and an expansive scripted library, it is
well‑positioned to meet this ongoing demand
and, importantly, grow its market share.
ITV has a portfolio of scripted labels in the UK, US
and internationally, which creates and produces
high‑quality content with global appeal for both
pay TV and free‑to‑air (FTA) broadcasters and
streaming platforms.
We continue to see good momentum in our
scripted pipeline into 2026 and beyond, with
many scripted titles that performed well on their
respective platforms being recommissioned.
This includes Rivals for Disney+, The Gentlemen
for Netflix, Code of Silence for ITV and Line of
Duty and Ludwig for the BBC.
In 2025, ITV Studios’ high‑end scripted hours
increased by 10% year‑on‑year to 325 hours
(2024: 296 hours), driven by Studios UK and
Studios International, following a lower volume
of scripted deliveries to the streaming platforms
in the prior year due to the phasing of productions.
Growing our Global Formats business
Unscripted content is also important to ITV
Studios. Through its Global Partnerships business,
ITV Studios monetises its portfolio of some of the
world’s most successful entertainment formats
and maximises commercial opportunities from
its brands. The key focus is on driving growth by
monetising existing high‑value formats and
supporting the creation of new global formats.
ITV Studios’ portfolio of world‑class brands
includes established formats, such as The Voice
(the biggest entertainment show in the world with
over 150 adaptations), Love Island (in 28 markets),
The Chase (in 22 countries), and Come Dine With
Me (in 50 countries, with over 20,000 episodes
worldwide). These formats and spin‑offs continue
to sell in new territories and attract mass
audiences for our clients. They are highly sought
1. Source: Ampere Analysis: Feb 2026 – excluding spend from film studios
after by both broadcasters and streaming
platforms, offering cost‑effective content with
a proven audience success. ITV Studios also has
several new formats with the potential to be
global hits. These include Nobody’s Fool, The
Neighbourhood, and Celebrity Sabotage.
During the year, Global Partnerships sold 60
unique formats globally (2024: 65), 20 of which
were sold to three or more countries (2024:20).
Further diversifying our
customerbase
ITV Studios has strong relationships with all the
key buyers globally. The demand from streaming
platforms for scripted and unscripted content has
provided ITV Studios with a significant opportunity
to further diversify its customer base and grow its
overall market share. Between 2021 and 2025, ITV
Studios has grown its scripted and unscripted
revenues from streaming platforms by 21% CAGR
and 43% CAGR respectively, which is ahead of
market growth of around 10% for both genres
1
.
In 2025, the percentage of ITV Studios’ total
revenues from streaming platforms increased by
three percentage points to 28% (2024: 25%). This
was driven by scripted and unscripted deliveries in
the UK and US for new and returning titles. See the
financial performance section for further details.
ITV Studios has a strong creative pipeline of
scripted and unscripted titles for streaming
platforms in the UK, US, and internationally,
reflecting the trust in ITV Studios’ creativity, the
strength of its ideas, and the proven success of its
content with audiences. Upcoming titles include:
So Far Gone and Squid Game: The Challenge S3
for Netflix, and Love Island USA S8 for Peacock.
Digital Studio – Zoo 55
ITV Studios’ Global Partnerships business
leverages its unique content library of over
100,000 hours of scripted and unscripted content
to maximise the value of its IP. In early 2025, ITV
Studios launched Zoo 55, a new digital label
designed to drive high‑margin growth from the
global digital distribution market. Zoo 55 enables
ITV Studios to expand the reach of both its long
and short‑form content across a broader range of
platforms, engaging wider global audiences
within this fast‑growing segment of the content
market. Zoo 55 distributes ITV Studios IP across
three areas:
• Social Video: Operates over 200 owned
and operated channels (across platforms
like YouTube, Meta and TikTok), with new
partnerships in 2025 with Spotify and Merzigo,
to further support growth and expand reach.
Engagement has accelerated in 2025, with over
24 billion views globally, up 40% year‑on‑year
• FAST & AVOD: Operates 28 channels across
24 platforms in over 40 countries. With over 310
channel streams on services such as Tubi, Pluto
and Xumo. In 2025, this included the launch of
a new live ITVX FAST channel with the Space
Exploration Network. Viewing across FAST
and AVOD grew 28% year‑on‑year
• Games & Gaming: Manages 40 games live on
multiple platforms, where we license our IP to
third‑party game producers, e.g. Love Island,
The Chase, Coronation Street. The Love Island
Game was the eighth most downloaded mobile
game in the US in the summer of 2025
Overall in 2025, Zoo 55 generated over 47 billion
global views, up over 30% year‑on‑year, driving
double‑digit revenue growth.
Zoo 55 leverages digital innovation to optimise
content delivery. By automating subtitling and the
content clipping for social platforms, it reaches
global audiences more effectively and efficiently.
In February 2026, ITV Studios launched Studio
55, a global brand partnership studio connecting
brands, marketing agencies and content creators
with ITV Studios’ world‑class portfolio of IP to
further maximise value. The studio operates
across two core pillars — brand licensing and
the co‑creation of digital‑first formats.
This expansion of our brand partnerships
business – alongside the launch of further
channels and games in to more territories –
ensures Zoo 55 remains on track to deliver c.£120
million in revenue by the end of 2027 (this is not
included in the digital revenue target within M&E).
THE GENTLEMEN is a scripted series for Netflix,
produced by Moonage Pictures, which was acquired
by ITV Studios in 2025. It has been recommissioned
for a second season.
ITV plc Annual Report and Accounts 2025 19
Strategic Report Governance Financial Statements
Attracting and retaining
leadingtalent
A key part of ITV Studios’ investment strategy
and its success is its ability to attract and retain
the best creative talent through talent deals and
strategic acquisitions. ITV Studios offers talent a
unique combination of creative independence, an
entrepreneurial culture, a label structure, and the
resources of a global studio business.
ITV Studios has successfully established a number
of new labels through recent talent deals, delivering
an impressive slate of programmes with many more
commissions in development.
Recent and upcoming programmes include: Run
Away, After the Flood and The Guest from Quay
Street Productions; Adultery from Poison Pen
Studios; and Number 10 from Hartswood Films.
This strong pipeline demonstrates ITV Studios’
commitment and success in nurturing top creative
talent to produce engaging, high‑quality content.
ITV Studios continuously manages its portfolio
of labels to strengthen its creativity. During the
year, ITV Studios acquired Moonage Pictures, a
UK‑based independent scripted producer of titles
such as The Gentlemen (for Netflix) and A Good
Girl’s Guide to Murder (for Netflix and the BBC).
In addition, ITV Studios added a leading Spanish
scripted producer, Plano a Plano, to their portfolio,
with titles including Valeria (for Netflix) and
Suspicious Minds (for Disney+).
ITV STUDIOS FINANCIAL PERFORMANCE
Twelve months to 31 December
2025
£m
2024
£m
Change
£m
Change
%
Organic
Change
1
%
ITV Studios UK 989 868 121 14 4
ITV Studios US 310 391 (81) (21) (18)
ITV Studios International 434 380 54 14 11
Global Partnerships 397 399 (2) (1) 2
Total ITV Studios revenue
2
2,130 2,038 92 5 1
Total ITV Studios costs (1,833) (1,739) (94) (5) –
Total ITV Studios adjusted EBITA
1
297 299 (2) (1) –
ITV Studios adjusted EBITA margin 13.9% 14.7% – (0.8)% pts –
Twelve months to 31 December
2025
£m
2024
£m
Change
£m
Change
%
Internal revenue
3
605 646 (41) (6)
External revenue 1,525 1,392 133 10
Total ITV Studios revenue
2,130 2,038 92 5
Twelve months to 31 December
2025
£m
2024
£m
Change
£m
Change
%
Scripted
4
685 621 64 10
Unscripted 1,101 1,054 47 4
Core ITV
5
and Other 344 363 (19) (5)
Total ITV Studios revenue
2,130 2,038 92 5
1. Refer to Alternative Performance Measures for organic revenue definition and key adjustments to EBITA and adjusted EBITA
2. Total ITV Studios revenue includes £89 million (31 December 2024: £106 million) of intra‑segment revenue derived from trading
between Global Partnerships and ITV Studios productions
3. Internal revenue originates mainly in the UK and includes trading between ITV Studios and M&E, and Global Partnerships and
ITVStudios productions
4. Includes high‑end scripted and other scripted revenues
5. Core ITV includes the Soaps and Daytime shows produced by ITV Studios for ITV1, along with sports production for ITV linear
TVchannels
Operating and Financial Performance Review continued
2025 – ITV STUDIOS HIGHLIGHTS
Production Group
ofthe Year
2025 Edinburgh TV Festival
Biggest new unscripted
launch in 2025
Destination X for the BBC in the UK
Three awards at the
International Emmys
Best Drama – Rivals, Best Comedy – Ludwig,
Lead Actress – Anna Maxwell‑Martin in Until
I Kill You
Biggest entertainment
launch of 2025
S25 of I’m A Celebrity…Get Me Out Of Here!
for ITV in the UK
47 billion+ global views for
ITV Studios content
Zoo 55 portfolio across all local and owned
and operated channels and platforms
Most-watched streaming
original TV season in the US
Love Island USA S7 for Peacock
(Source: Luminate)
ITV plc Annual Report and Accounts 202520
ITV Studios financial performance
ITV Studios saw good total revenue growth of
5% in 2025, ahead of the market, with external
revenue up 10%, reflecting strong demand from
global streaming platforms. Internal revenue
declined by 6% due in part to the absence of
programming such as Saturday Night Takeaway,
and sports production revenue from the 2024
Men’s Euros.
Total organic revenue at constant currency was
up 1%, adjusting for acquisitions and a £15 million
unfavourable foreign exchange impact.
Reflecting our global presence, 59% of ITV
Studios’ revenue was generated from clients
outside the UK (2024: 59%).
ITV Studios adjusted EBITA decreased by 1%
year‑on‑year, with an adjusted EBITA margin of
13.9%. The lower margin reflects the change in
revenue mix year‑on‑year as previously guided,
with 2024 revenues including significantly
high‑value library sales due to the absence of
original commissions following the US actors’ and
writers’ strike. During 2025, ITV Studios delivered
£31 million of permanent cost savings from
production efficiencies and organisational redesign.
There was a £5 million unfavourable impact from
foreign exchange on adjusted EBITA in the year.
ITV Studios continues to explore ways to drive
efficiencies, create flexibility and improve margins
over the medium term. This includes rationalising
our property footprint, using technology and data
to drive cost and revenue efficiencies, utilising our
production hubs for our key global formats. We
are taking further steps to digitise our production
processes, as well as using remote editing more
routinely and, where possible, the operational
use of AI to support creativity and optimise
production processes.
ITV Studios UK
Studios UK produces a diverse range of new
and established scripted and unscripted titles for
global streaming platforms and FTA broadcasters.
In 2025, ITV Studios UK revenue increased by 14%
to £989 million (2024: £868 million). The growth
was driven by significant scripted titles,
particularly for streaming platforms. Deliveries
included The Devil’s Hour for Amazon Prime
Video, Run Away for Netflix, the part‑delivery of
Rivals for Disney+, The Reluctant Traveller for
Apple TV+, Frauds for ITV and The Guest for the
BBC. On an organic basis, which excludes the
impact of acquisitions in the current or prior
period, revenue was up 4%.
GOMORRAH – THE
ORIGINS is an Italian
crime drama produced by
Cattleya (an ITV Studios
label). It is the prequel to
Gomorrah, which had five
seasons on Sky Atlantic.
ITV Studios US
ITV Studios US produces scripted and unscripted
content for all major US networks, cable channels,
and streaming platforms. To better align with
evolving market dynamics, during the year, we
brought our US scripted and unscripted businesses
under single leadership. This strengthens our
creative agility, creates synergies and operational
efficiencies, and provides a robust platform to
drive future growth in the US market.
In 2025, ITV Studios US revenue decreased 21%
to £310 million (2024: £391 million). While the year
benefited from content such as The Voice US for
NBC, Love Island USA for Peacock, and One Piece
for Netflix, performance was impacted by the
phasing of deliveries and some short term
softness in the US market.
Going into 2026, ITV Studios US has good
momentum, with a robust pipeline of scripted and
unscripted content for both new and returning
titles, along with a diversified development slate
with all the major streaming platforms.
ITV Studios International
ITV Studios International produces original
scripted and unscripted content across our
non‑UK and non‑US production bases.
Growing our International scripted business
enables us to capitalise on the demand for locally
produced content with global appeal. We have
scripted projects in production and development
with global and local streaming platforms.
Revenue within ITV Studios International increased
by 14% to £434 million in 2025 (2024: £380 million).
The year‑on‑year growth reflects an increase in
deliveries to streaming platforms and FTA
broadcasters. Deliveries included Gomorrah – The
Origins for Sky Italia, II Falsario for Netflix, Cooking
Academy for ProSieben, and I’m A Celebrity…Get
Me Out Of Here!, The Voice and Love Island across
multiple territories during the year.
Global Partnerships
Global Partnerships revenue decreased by 1% to
£397 million in 2025 (2024: £399 million). On an
organic basis however, revenue was up 2%.
The business saw good growth from the
international distribution of new scripted titles,
such as The Guest, Cold Water, and Code of
Silence, combined with double‑digit growth in Zoo
55 revenues. This was offset by a lower level of
licensing deals of our library content year‑on‑year.
2024 had an unusually high volume of library deals
due to the US writers and actors strikes, which
reduced commissioning and temporarily boosted
demand for high‑quality library content.
Outlook
• In 2026, we expect to deliver good revenue
growth over the full year, ahead of the market,
driven by external revenue
• Internal revenue will be down year‑on‑year. We
expect strong scripted growth, which will be offset
by the previously announced scheduling changes to
the Soaps and Daytime production, which reduces
revenue by c.£80 million effective from 2026
• Full year margin is expected to be at the lower
end of the 13% to 15% range, reflecting the
revenue mix in the year
• Revenue, margin and profit will be weighted
to H2, reflecting the phasing of large scripted
deliveries and high‑margin licensing deals
• We have an exciting pipeline of productions for
2026 and beyond. This is expected to include:
– In the UK, The Boys from Brazil and Squid
Game: The Challenge S3 for Netflix, Line of
Duty and Vigil for the BBC, I’m A Celebrity:
South Africa, The Blame and The Box for ITV
– In the US, Love Island USA: Beyond the Villa S2
for Peacock, So Far Gone and Worst Ever for
Netflix, and Hell’s Kitchen S25 & S26 for FOX
– Internationally, Alone Australia for SBS,
and key formats such as The Voice, The
Chase and Love Island delivering across
multiple countries
– Global Partnerships will see a pipeline
of new and returning content produced by
ITV Studios, with titles including The Rapture,
Ludwig, and Vigil, along with new formats
Celebrity Sabotage and The Neighbourhood.
ITV plc Annual Report and Accounts 2025 21
Strategic Report Governance Financial Statements
ITV invests over £1.2 billion annually in content
and has a weekly reach of nearly 40 million viewers
across linear TV and ITVX (Source: BARB,
All Individuals). ITV provides a compelling and
valuable proposition for advertisers to reach mass
audiences. This proposition is strengthened by our
ability to also offer targeted advertising, via Planet V,
our proprietary targeted advertising platform, along
with creative and commercial partnerships in a
brand‑safe, reliably measured environment.
Underlying this is a digitally led strategy that
ensures M&E continues to adapt to changing
viewer dynamics and the evolving needs of
advertisers. Ongoing investment in ITVX,
Planet V, and data capabilities is unlocking new
monetisation opportunities and positioning the
business to continue delivering profitable digital
advertising revenue growth. Combined with strong
cost and financial discipline, and supported by a
highly cash‑generative model, M&E has the
flexibility to offset the decline in linear advertising
revenue, drive margin expansion, and invest for
future growth.
M&E strategy
ITV’s M&E strategy is based on two core pillars:
Supercharge Streaming and Optimise Broadcast,
designed to drive growth in digital revenues while
maintaining our strength in linear TV.
Each priority is underpinned by KPIs and targets
which reflect the key drivers of growth and value.
Refer to the CEO Statement and KPIs section for
more details on our KPIs, why they are important,
and how they enable us to deliver value.
SUPERCHARGE
STREAMING
Growing and enhancing our streaming
proposition, ITVX
Our digital business continues to gain momentum.
We have built a strong platform in ITVX, which has
already recouped its entire investment four years
earlier than expected, and reached break‑even two
years earlier than we expected. Since launch, it has
surpassed ten billion streams, with a 25% CAGR
in total streaming hours and delivering a 16% CAGR
in digital advertising revenue.
ITV is the UK’s largest commercial streamer and broadcaster.
Through M&E, we make brilliant British‑focused content available via
ITVX – our free, advertiser‑funded streaming service – alongside our
free‑to‑air linear TV channels and third‑party partners, allowing
viewers to watch whenever and wherever they choose.
MEDIA &
ENTERTAINMENT
Operating and Financial Performance Review continued
THE UEFA WOMEN’S EURO 2025 reached
24million viewers across the tournament on
ITV. The semi‑final featuring England had
10.2million viewers and was ITV’s biggest
live audience of the year.
ITV plc Annual Report and Accounts 202522
Consequently, we can allocate spend more
effectively, reinvesting into our key genres of
drama, entertainment, reality and sport, which
deliver the most valuable commercial audiences.
This data‑led strategy informed our decision during
2025 to replace our ITVBe linear TV channel with
ITV Quiz – a FAST channel available on both ITVX
and linear television. By leveraging reruns of our
popular quiz shows, it delivers a higher audience
share at a lower operating cost. We also evolved
our Daytime, News and Soaps schedules to better
reflect the viewing habits of our audience. This has
driven efficiencies that are being reinvested into
high‑quality content our audiences value most.
In 2026, we will focus on prioritising spend
on key genres that drive commercially valuable
audiences, especially our target audience
of 25‑54s.
Marketing: Marketing is an important tool in
attracting commercially valuable viewers and
getting them to engage with ITVX for longer.
In 2025, we continued to enhance our digital
marketing capabilities, leading to more efficient
spending and increased viewing on ITVX. This
included utilising ITV Insiders, our influencer
marketing programme, to promote key content
across social media platforms, and the use of
generative AI for better audience targeting with
our AI‑powered campaigns, which reduced the
average cost to acquire a user by nearly 80%
year‑on‑year.
In early 2026, we successfully launched our
new brand campaign, ‘There’s No Place Like ITV’,
designed to reinforce the strength of our brand
and breadth of our content offering. In addition,
during 2026, we will optimise our marketing mix
to increase our share of 25‑54‑year‑old viewers.
Distribution: During the year, we strengthened
our partnerships with third‑party platforms to
maximise the prominence and discoverability
of ITV content and drive incremental revenue
opportunities. We rolled out new ‘continue‑
watching’ and voice search features on these
platforms, as well as integrated personalisation
and embedded more of our content to drive
additional viewing to ITVX.
In 2025, ITVX continued to attract more users who
watched for longer, with a strong content offering
across the key genres. Dramas like Playing Nice
and I Fought the Law, entertainment and reality
shows such as Britain’s Got Talent, Love Island
and Romesh Ranganathan’s Parent’s Evening,
and sports events including the Women’s Euros
and the Men’s Football World Cup Qualifiers,
contributed to a rise in MAUs by 12% to 16.5
million, and in total streaming hours by 16% to
2,304 million. ITVX also continued to attract
harder‑to‑reach audiences, with viewing among
25–54s up 13%, and men up 12%. 54% of ITVX’s
total audience is under 55, which compares to
44% for total broadcaster and subscription
streaming service viewing, making it a valuable
platform for advertisers. (Source: BARB, Jan‑Dec
2025). Strong growth in ITVX viewing alongside
Planet V contributed to a 12% increase in digital
advertising revenue and 10% growth in total
digital revenues year‑on‑year in 2025.
To sustain and build on ITVX’s momentum, we are
focused on optimising our content, maximising reach
and diversifying revenue. We will deliver this through
our core value drivers of Content, Marketing,
Distribution, Product and Monetisation, all
underpinned by data. With over 40 million
registered ITVX users, ITV has one of the UK’s
largest first‑party data sets. This data set and our
strong data capabilities support decision‑making
and highly targeted advertising at scale, helping
to drive both audience growth and digital
advertising revenue.
Content: ITVX offers c.27,000 hours of content,
curated to attract and retain commercially valuable
audiences. This includes live and on‑demand
content from our five linear TV channels, FAST
channels, exclusive ITVX content (such as sport,
true crime and US box sets), ITVX Kids, ITVX News,
and one of the UK’s largest free film libraries.
Our data‑driven approach allows us to understand
what our audiences want and respond quickly to
changing viewer behaviours, ensuring we optimise
investment to maximise engagement, reach
and retention.
PLAYING NICE is a psychological
drama which launched on ITV in early
2025. It was one of the year’s biggest
dramas, with an average audience of
eight million per episode.
2025 – M&E HIGHLIGHTS
3.6 billion streams
on ITVX in 2025
Up 10%year‑on‑year
5 out of the top 10 dramas
in the UK were on ITV
More than any other channel or streaming
platform in 2025
Biggest live TV audience
of the year
Women’s Euros semi‑final
Biggest share of 16-34s
in 2025
I’m A Celebrity…Get Me Out Of Here! on ITV1
ITV2 had the most
programmes attracting
over 1million 16-34
viewers
More than any other channel or streaming
platform in 2025
Biggest new channel
launch in over a decade
ITV Quiz
ITV plc Annual Report and Accounts 2025 23
Strategic Report Governance Financial Statements
Product: We remain focused on continuously
enhancing the ITVX platform and optimising the
user journey to drive maximum engagement and
retention. These improvements contributed to an
incremental 26 million streaming hours this year.
We are also significantly scaling our technological
infrastructure to accommodate increased demand,
particularly around live events such as the Men’s
Football World Cup, and continue to leverage our
extensive viewing data to further refine the
personalisation and recommendations offering.
Monetisation: Refer to the following section
for details on how we are scaling our digital
revenue streams.
ITVX Premium
ITVX Premium offers users ad‑free access to
all ITVX programming, plus exclusive content.
At31December 2025, UK streaming subscriptions
were marginally down at 0.9 million (2024: 1.0
million). In 2024, we took actions to simplify our
ITVX Premium offering, which has had a short‑
term negative impact on subscriptions and
subscription revenue.
While our priority remains the ITVX ad‑funded
service for delivering the best return and driving
digital revenues, we will focus on growing
profitable subscription revenue by minimising
churn and maximising value from new and existing
subscribers. During the year, we launched an ITVX
Premium channel on Amazon Prime Video to
extend our reach and contribute to the growth in
digital revenues.
Delivering fast-growing, profitable
digital advertising revenues
Planet V
One of ITV’s value drivers is its ability to deliver
targetable audiences through Planet V (ITV’s
wholly owned targeted advertising platform),
which is highly demanded by advertisers and
supports growth in digital advertising revenues.
Planet V is a self‑service platform allowing
agencies and advertisers to seamlessly buy highly
targeted video advertising on ITVX. Planet V
utilises ITV’s extensive data assets and
capabilities, which it augments with other
first‑party data sets to provide compelling
advertising products for advertisers. 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 has over 2,000 users spanning
large, independent, in‑house teams and regional
agencies in the UK, giving them access to over
20,000 data‑targeting options to create
sophisticated audience segments for advertising
campaigns. Advertisers can also incorporate their
own first‑party data in a GDPR‑compliant
environment using our data clean room provider,
InfoSum (an identity infrastructure provider) and
monitor their campaigns through a custom‑built
user interface. There is value to advertisers of
directly targeting segmented audiences, and
therefore, we can drive higher‑value CPMs through
this increasingly sophisticated and valuable ad
inventory. Since launch, Planet V has attracted
over 1,500 new ‘digital‑only’ advertisers to ITV, with
more than 25 digitally native agencies utilising
the platform.
Driving incremental revenue
from the large and growing online
video segment
The UK online video advertising market, estimated
at £9.5 billion in 2025, presents a significant
growth opportunity for ITV (Source: AA/WARC
Oct‑25 Expenditure Report). Our strategic
investments in ITVX and Planet V have driven a
step change in our market position, expanding
our digital inventory, broadening our reach and
enhancing our targeting capabilities. This allows
us to compete effectively for a wider pool of
budgets, attract ‘new‑to‑ITV’ advertisers and
capture a greater share of the market.
To further grow our Total Addressable Market
(TAM), we are focused on creating new
commercial innovations and expanding our Small
and Medium‑sized Enterprise (SME) strategy,
aimed at businesses that are scaled enough to
benefit from TV advertising, but have not been
able to consider it historically because of barriers
such as cost and accessibility. In addition, we are
broadening our reach through new strategic
partnerships and expanding our addressable
inventory by creating new products that make
more of our offering targetable.
Commercial innovations
We are continuously introducing new innovative
targeting products through ITVX and Planet V (ITV
Ad Labs Products) to drive advertising demand
further. Recent examples include:
• Automated Contextual Targeting, which
is an AI‑powered solution to analyse scenes
in our shows to identify the perfect content
environment for advertisers to sit adjacent to
CHANGING ENDS returned for its third
series in 2025, and was the best performing
comedy of the year on ITV, with viewing up
17% compared to series two.
Operating and Financial Performance Review continued
ITV plc Annual Report and Accounts 202524
• Retail Match, which securely matches ITV’s
existing first‑party data with profiles from
Boots’ Advantage Card and Tesco’s
Dunnhumby Clubcard databases, creating
category shopper audience segments for
targeting in ITVX (e.g. hayfever sufferers
during the spring)
• Auto Match, which securely matches ITVX’s
registered users with Carwow’s data to provide
car manufacturers with precise targeting of new
car buyers
• Dynamic Pause Ads, which allow advertisers
to integrate real‑time and location‑specific
promotions into their static ad when a viewer
pauses content
SME strategy
Our SME strategy represents a key initiative to
capture a greater share of advertisers, both on
linear TV and on ITVX.
We have developed a suite of innovations
designed to attract new advertisers to ITV by
simplifying the buying process for SMEs across
both TV and digital platforms, reducing barriers to
entry and enabling brands to effectively measure
and optimise their advertising performance.
advertising inventory across our platforms.
Recent investments include ufurnish.com,
Tryp.com, and The Body Coach fitness app
Strategic content and viewer partnerships
Using the power of our brand and assets, we
are partnering to extend our reach to new and
valuable audiences that complement our ITVX
offering, ensuring our content is accessible
wherever viewers choose to watch, and we
can monetise it effectively.
YouTube partnership
ITV’s expanded distribution and commercial
partnership with YouTube brings hundreds
more hours of long and short‑form ITV content to
viewers on YouTube. ITV Studios’ Zoo 55 manages
the content on these channels (refer to the earlier
ITV Studios section for further details).
Our dedicated YouTube sales team within ITV
Commercial, which launched in early 2025, sells
advertising around ITV content on the platform,
providing advertisers access to ITV’s brand‑safe
premium content on YouTube. This initiative has
demonstrably increased our targetable market
and extended our reach, particularly to younger
demographics, delivering c.4% points of
incremental reach across different audience
groups without cannibalising viewing on ITVX,
with over 40% of the viewing to ITV’s content
on the platform from under 35‑year‑olds.
This has enabled us to secure advertising budgets
that were previously inaccessible to ITV, and we
now partner with 800 brands and products on
YouTube, up from six at launch. Building on this
success, ITV Commercial recently agreed to be
the sales house for Banijay’s YouTube inventory,
leveraging our expertise to monetise their
content. This will further strengthen our YouTube
sales team and drive our digital revenue growth.
Disney+ strategic relationship
During 2025, ITV entered a first‑of‑its‑kind
strategic relationship with Disney+ in the UK.
A curated and regularly refreshed selection of ITVX
programmes is carried on Disney+, while a
selection of Disney+ programmes is available
to viewers for free for the first time on ITVX. This
enables both services to promote their offerings
To capture the long tail of advertisers not typically
represented by an agency, we have established a
dedicated direct sales team for SMEs to plan and
buy advertising campaigns, and we are making
good progress towards the launch of our
self‑serve advertising platform in collaboration
with Sky, Channel 4, and Comcast’s Universal Ads
platform which we will be testing later this year.
We have a sophisticated outcome planning tool
offering predictive measurement analytics to
demonstrate the incremental effect of TV
advertising to help advertisers plan their
campaigns and drive consumer demand. We are
also leveraging generative AI to facilitate the
creation of cost‑effective TV adverts, making
advertising solutions more accessible for SMEs.
Recent successes include:
• ITV AdVentures direct sales team onboarding
new‑to‑TV SMEs, including True Start Coffee
and Carmoola
• Integrating AI capabilities within our regional
in‑house creative production teams for the ads
they make for their clients
• Our Media for Equity programme continued
to invest in early‑stage digital and direct‑to‑
consumer businesses in exchange for
to complementary audiences, extending reach
and driving fresh consideration for both platforms.
The partnership has performed well to date, and
in 2026, we will expand this relationship to bring
selected Disney+ titles to ITV1’s peak schedule.
TikTok partnership
To further extend our reach and monetisation
capabilities, ITV Commercial has partnered with
TikTok to offer advertisers exclusive packages of
inventory around some of our biggest shows on
the platform, including 6 Nations Rugby, Love
Island, the Men’s Football World Cup and Britain’s
Got Talent.
Scaling our targetable advertising inventory
on ITVX
We are making more of our inventory targetable
on ITVX and partner platforms through:
• Digital Ad Insertion (DAI), which is now
enabled for live streaming on ITVX
• Linear addressable (targeted advertising),
is available through our live linear TV channels
on Sky, YouView, Virgin, Freely and EE. It
enables advertisers to book targeted
advertising campaigns via Planet V across
our live linear TV channels using our new
Live Addressable+ product
In 2026, we will launch new products such
as biddable advertising and scale our linear
addressable and DAR capabilities across more
partner platforms.
Driving profitable non-advertising
digital revenues
Beyond advertising, we are also maximising
opportunities to drive engagement and profitable
digital revenue growth. By leveraging our IP,
first‑party data, and on‑screen talent, we have
scaled ITV Win into a premium destination for
viewer competitions and gaming. In early 2026,
we launched a new white‑label partnership with
Richmond Atlantic to provide Bingo and other
interactive entertainment on ITV Win. We also
successfully launched The Birthday Draw, in
partnership with Global, an online prize draw
offering the opportunity to win £1 million.
TRIGGER POINT is a crime
thriller and had its third series
on ITV in 2025. It averaged seven
million viewers and has been
recommissioned for a fourth series.
ITV plc Annual Report and Accounts 2025 25
Strategic Report Governance Financial Statements
OPTIMISE
BROADCAST
Maintaining strength in delivering
mass audiences for advertisers to
build brands and drive performance
Our linear TV channels offer advertisers significant
audience scale and reach, consistently delivering
the largest commercial audiences across live sport,
drama, reality and entertainment. Despite the growth
in streaming viewing, linear TV remains important for
both our viewers and advertisers. The mass reach
that TV, and particularly ITV, provides becomes even
more valuable to advertisers in an increasingly
fragmented market.
In 2025, total ITV viewing across all devices was
down 6% to 12 billion hours, and was in line with
the decline in total broadcaster viewing. Total
broadcaster and subscription streaming service
viewing across all devices declined by 4%
year‑on‑year. When you include YouTube viewing
on a TV set, the decline was 2% (Source: BARB).
We maintained our significant share of the top
1,000 commercial broadcast TV programmes,
delivering 91% in 2025 (2024: 92%), and our share
of commercial viewing was 31.7% (2024: 32.2%),
the largest share of commercial viewing versus
our commercial competitors. Key content such
as Protections, Code of Silence, the FA Cup and
The 1% Club all contributed strongly to our viewing
KPIs in the year.
We have developed a range of measurement tools
to demonstrate the effective outcomes of TV
advertising, and this is key to growing our
advertising revenues. We have developed ‘Lantern’,
a market‑leading measurement collaboration with
Sky, Channel 4 and Thinkbox, enabling advertisers
to track the near‑term impact of TV campaigns on
sales. It is currently in the final stage of testing and
will launch in 2027.
Recent third‑party research reinforces this
value, demonstrating that TV advertising is
an effective advertising channel for brands.
It delivers a 1.5x higher return on investment
than online video advertising (excluding
broadcaster video on demand)
1
and possesses
a unique ability to sustain advertising impact
long after campaigns have ended
2
.
Commercial and creative partnerships
ITV’s Commercial team delivers strategic
commercial and creative partnerships with
advertisers. 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.
With global streaming 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. In addition,
ITV’s advertising proposition of mass audiences,
targeting advertising, and commercial and
creative partnerships is attractive for advertisers.
M&E financial performance
Total M&E revenue was down 5% in the year, with
TAR down 5%, which was better than guidance.
Digital revenue was up 10% in the year to £614
million. Within this, digital advertising revenue
saw strong growth, up 12%. M&E non‑advertising
revenues were down 5%, driven by the expected
declines in SDN and Partnerships revenue.
Further details on the year‑on‑year movement
in revenue are provided below.
M&E FINANCIAL PERFORMANCE
Twelve months to 31 December
2025
£m
2024
£m
Change
£m
Change
%
Total advertising revenue
1,723 1,820 (97) (5)
Subscription revenue 48 48 – –
SDN 38 43 (5) (12)
Partnerships and other revenue 182 191 (9) (5)
M&E non-advertising revenue
268 282 (14) (5)
Total M&E revenue
1,991 2,102 (111) (5)
Content costs (1,210) (1,268) 58 5
Variable costs (145) (153) 8 5
M&E infrastructure and overheads (402) (431) 29 7
Total M&E costs
(1,757) (1,852) 95 5
Total M&E adjusted EBITA
1
234 250 (16) (6)
Total adjusted EBITA margin 11.8% 11.9% – (0.1)% pts
Twelve months to 31 December
2025
£m
2024
£m
Change
£m
Change
%
Digital advertising revenue 540 482 58 12
Subscription revenue 48 48 – –
Other 26 26 – –
Total digital revenue
614 556 58 10
1. Refer to APMs for key adjustments to EBITA and adjusted EBITA
1. Profitability 2: The New Business Case for Advertisers
2. Staying Power: The longevity of advertising – Thinkbox and Tapestry Research
Operating and Financial Performance Review continued
ITV plc Annual Report and Accounts 202526
Total M&E costs were down 5%, and within this,
content costs were down 5% to £1.210 billion. This
reflects our continued optimisation of content
investment to align with viewer dynamics,
alongside the rephasing of certain programming
into 2026, in line with previous guidance.
Variable costs were down 5%, driven by improved
streaming cost efficiencies, lower third‑party
payaways, and as announced in November 2025,
temporary savings from reduced marketing spend
to align with the adjusted content slate, and
marketing efficiencies.
M&E infrastructure and overhead costs
decreased by 7%, with £19 million of permanent
cost savings from our strategic cost programme
offsetting inflation. These efficiencies resulted
from organisational redesign and a reduction in
discretionary spend. Additionally, there were
£13million in annualised benefits from our
previous £150 million cost savings programme,
primarily relating to transmission efficiencies
from renegotiated linear infrastructure contracts.
M&E adjusted EBITA was down 6%, at a margin
of 11.8%, with the decline in TAR, partly offset by
lower content costs and the significant delivery
of non‑content cost savings.
Total advertising revenue (TAR)
Q1 TAR was down 2% with Q2 down 12% against
strong comparatives from the Men’s Euros, Q3
was flat, and Q4 was down 6%, with advertiser
demand impacted by economic uncertainty
in the lead‑up to the UK budget.
Against this headwind and an uncertain
macroeconomic environment, many TAR
categories declined year‑on‑year. Growth in spend
was seen in Airlines and Travel, Finance, Publishing
& Broadcasting and Telecommunications. Retail
was flat, with growth in supermarkets offset by
lower non‑supermarket spend. Entertainment
and Leisure, Food, Cosmetics, Cars and Household
Stores were all down, impacted by the Men’s Euros
comparatives as well as softer advertiser and
consumer demand, particularly in Q4.
Restrictions on less healthy food (LHF) advertising
came into effect on 5 January 2026. ITV voluntarily
implemented these restrictions from 1 October
2025, in line with a pan‑industry commitment.
We have worked proactively with advertisers to
mitigate the impact on advertising revenues.
Subscription revenue
Subscription revenue is generated directly from
the premium tier of ITVX, and prior to their closure
in 2024, revenue also came from the standalone
BritBox UK app, and BritBox UK and ITV Catch Up
services on Amazon Prime Video Channels.
The closure of these services to simplify
the paid streaming proposition impacted our
subscription revenue, which remained flat in
2025 at £48 million. In 2026, subscription revenue
is expected to benefit from the annualisation of
late‑2025 subscribers and the increased reach
of ITVX Premium following its launch on Amazon
Prime Video.
SDN
SDN generates revenue by licensing multiplex
capacity 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 multiplex licence has
been renewed until 2034.
In 2025, revenue declined by 12% to £38 million
(2024: £43 million). As previously highlighted, this
year‑on‑year decrease reflects the renewal
of third‑party long‑term contracts at lower
current market rates.
Partnerships and other revenue
Partnerships and other revenue include
revenue from platforms, such as Sky and
Virgin Media O2, competition revenue from ITV
Win, third‑party commission, e.g. for services
we provide to STV, and commercial revenue
from our creative partnerships.
As expected, Partnerships and other revenues
declined by 5% to £182 million (2024: £191 million)
following our decision to revise our partnership
agreements to enable ITV to target ads to a much
larger proportion of viewers, using Planet V.
Outlook
• We expect M&E to continue to deliver
strong, profitable advertising digital revenue
growth, driven by ITVX and our new digital
revenue opportunities
• Q1 TAR is expected to be down around 2%.
As is normal, advertisers are holding back
budgets in order to spend in Q2 and Q3 around
the expanded Men’s Football World Cup. We
are confident that the football will deliver a
strong advertising performance
• We expect content costs to be around £1.225
billion in 2026, as we continue to optimise our
content spend to best reflect viewer dynamics.
H1 will be broadly flat year‑on‑year.
THE 1% CLUB is the
UK’s biggest quiz show.
It reached over 28 million
viewers on ITV in 2025.
ITV plc Annual Report and Accounts 2025 27
Strategic Report Governance Financial Statements
Social Purpose
ITV’s Social Purpose is integral to our corporate strategy.
We’re changing ITV for the better and using our content
and reach to inspire positive change for audiences, the
industry and beyond.
Our impact is measured through regular research from
YouGov and other partners, with performance and strategy
reviewed annually by the Board. Progress against diversity
targets is monitored quarterly by the Executive Committee,
while the Audit and Risk Committee oversees climate-
related financial disclosures, regulatory compliance, and
external limited assurance of our carbon footprint.
We focus on four key priorities (detailed below) where
we can deliver the greatest impact. These goals align with
nine of the UN’s Sustainable Development Goals (SDGs).
Further details on our priorities, including our Global
Diversity, Equity and Inclusion (DEI) strategy and Diversity
Commissioning Spend (DCS), can be found in our 2025
Impact Report at: www.itvplc.com/social-purpose
OUR GOALS
• Audiences
Prompt action through
content and campaigns
• Industry
Work with partners to
raise awareness and
drive action
• Internal
Provide initiatives, events
and training to support
colleague wellbeing
TARGETS
• To prompt people to take
20million actions to support their
mental wellbeing
2025 RESULTS
37 million
positive actions taken by people to
support their mental wellbeing
1
1 billion volunteering
minutes
pledged to combat loneliness since
Good Morning Britain’s 1 Million
Minutes campaign first began
2
Over 4 million people
took an action after seeing ITV’s Role
of a Lifetime volunteering campaign
with Royal Voluntary Service
3
Nearly 1,000
ITV colleagues volunteered their
time to help others
4
UN SDGS
Creating a culture where we all do more to look after our mental wellbeing
Mental Wellbeing
OUR GOALS
• Around the world
Raising money to support
children’s futures through
Soccer Aid for UNICEF
• In our industry
Mentor and develop the
next generation of talent
TARGETS
• Increase the amount raised for
Soccer Aid for UNICEF
• Deliver 500 mentoring
partnerships (by end of 2025)
2025 RESULTS
£15.2 million
raised for Soccer Aid for UNICEF, with
a total of £121 million raised to date
504
mentoring partnerships completed
by the end of 2025
5
UN SDGS
Supporting the next generation in our industry, across the UK and around the world
Better Futures
1. Jan-Dec 2025 YouGov nationally representative polls of c.1,000 UK adults (age 16+), extrapolated using BARB Establishment UK population size
2. Minutes pledged by the public via www.itv.com/goodmorningbritain/articles/1-million-minutes-2024
3. October 2025 YouGov poll with 1,001 nationally representative UK adults (age 16+). Extrapolated using BARB Establishment UK population size
4. Data from ITV’s internal HR and Finance system
5. Sign up data provided by Creative Access
ITV plc Annual Report and Accounts 202528
OUR GOALS
• Mainstream content
Champion diversity through
our mainstream content
• Creating opportunities
Create equitable
opportunities across
theindustry
• Inclusive culture
Create an inclusive
culture at ITV and
improve representation
• Accessibility
Build accessibility and
disability equity into
everything we do
TARGETS
• Improve representation in ITV’s
workforce, on-screen and
off-screen by the end of 2027:
– DISABILITY: 12% Deaf, Disabled,
Neurodivergent, or with a
long-term health condition
– CLASS: 33% from working
class backgrounds
– ETHNICITY: 20% People of
Colour at the ‘All colleagues’ level
at ITV. 15% People of Colour at
senior levels
– GENDER: 50% Women
– LGBTQ+: 7% Lesbian, Gay,
Bisexual, Transgender or Queer
• Invest £80 million of ITV’s content
commissioning budget from 2025
to 2027 through our Diversity
Commissioning Spend (DCS)
and £1million of new investment
through our Diversity Development
Fund (DDF) to drive racial and
disability equity across the
TVindustry
7
2025 RESULTS
Exceeded the targets
for Disability, Gender and LGBTQ+ in
2025. Refer to the UK Diversity table
on the following page
Invested £30 million
through ITV’s DCS in 2025 including
£24 million invested with diverse-
led production companies
Invested c.£400,000
in 2025 through ITV’s DDF, including
accessibility support for shows like
The Assembly and new initiative
EAST on Screen: ITV Writers’ Room
UN SDGS
Content by, with and for everyone, connecting and reflecting modern audiences
Diversity, Equity & Inclusion
OUR GOALS
• Net Zero
Science Based
decarbonisation by
2030 and 2050
• Circular Economy
90% waste reused or
recycled by 2030
• Supply Chain
100% sustainable by 2030
• Culture
Embed a culture of climate
action on-screen and
off-screen
TARGETS
6
• 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% of the shows we produce and
commission in the UK are BAFTA
albert certified
• Increase visibility and impact of
climate and nature-related
content on-screen
2025 RESULTS
56%
Scope 1 & 2 emissions reduction
compared to our baseline year
36%
Scope 3 emissions reduction
compared to our baseline year
34%
of waste recycled
92%
of the UK programmes
we produced and 91% of the
programmes we broadcast
were BAFTA albert certified
>5,400
colleagues completed climate
action training
UN SDGS
Shows with the biggest impact on audiences and the smallest impact on the planet
Climate Action
6. We are planning to update our external climate action targets in 2026. For more details, please refer to our 2025 Basis of Reporting document: www.itvplc.com/social-purpose/downloads
7. The second round of ITV’s Diversity Commissioning Spend (DCS) and Diversity Development Fund (DDF) runs from 2025-27. For more information on the DCS and DDF in 2025, refer to our
2025 Impact Report. For information on the first round of our Diversity Commissioning Spend (2022-24), refer to our 2024 Diversity Acceleration Plan report. Both reports can be found at:
www.itv.com/inclusion/articles/diversity-acceleration-plan
ROMESH RANGANATHAN’S PARENTS’
EVENING is a comedy game show that
was originally supported by ITV’s
Diversity Development Fund and
Diversity Commissioning Spend. The
second series launched on ITV in 2025.
ITV plc Annual Report and Accounts 2025 29
Strategic Report Governance Financial Statements
UK DIVERSITY TABLE
Characteristic 2027 Target
ITV UK workforce
1
On and off-screen
All
colleagues
(2025)
Managers
(2025)
Senior
Leaders
(2025)
2
On-screen
(Diamond
7.5 Cut,
Aug-Dec
2024)
3
Off-screen
(Diamond
7.5 Cut,
Aug-Dec
2024)
3
Age 50+ – 23.4% 29.5% 54.1% 23.2% 29.4%
Deaf, Disabled or
Neurodivergent
12% 13.6% 10.4% 7.6% 5.0% 6.4%
People of Colour 20%: All colleagues
15%: Senior levels
15.3% 10.4% 12.4% 29.0% 14.2%
Lesbian, Gay, Bisexual,
Trans or Queer (LGBTQ+)
4
7% 9.8% 9.1% 7.7% 19.4% 20.5%
Women 50% 53.3% 49.6% 45.9% 54.6% 55.3%
Working class background
5
33% 29.0% 29.4% 21.8% N/A
5
N/A
5
1. Our UK workforce figures include UK permanent and PAYE fixed-term employees only as of 31 December 2025 (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%.
2. Our Senior Leader population is a defined group of approximately 200 colleagues including the Executive Committee (ExCo),
colleagues who report to an ExCo member and/or are on the list of top FTE salaries (excluding on-screen talent). Our Manager
population is approximately 800 colleagues distinct from our Senior Leaders.
3. 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 Seven Point Five Cut report published in 2025 (covering the interim period 1 August
– 31December 2024) following the Creative Diversity Network’s decision to change the Diamond reporting period to a calendar
year. Diamond collects diversity data from cast, contributors, crew and production companies. The LGBTQ+ figures combine the
Diamond figures for LGB+ and transgender populations. More information about Diamond can be found at: www.
creativediversitynetwork.com/diamond
4. Our LGBTQ+ target combines sexual orientation and gender identity. We measure these separately and combine these categories
for reporting.
5. 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. Following ITV’s input,
Diamond began collecting class/socio-economic background data in 2025. As this falls outside the reporting period of the Seven
Point Five Cut report, the results will be included in future reports.
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 6,866 who disclosed their gender (2,975 men,
3,891 women), 471 were senior managers (259 men, 212 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, LGBTQ+ and Class Pay Gaps in its 2025 Impact Report, available at:
https://www.itvplc.com/social-purpose
CODE OF SILENCE
Starring Rose Ayling-Ellis, this
six-part crime drama placed the
Deaf experience at the heart of both
its narrative and production. As part
of ITV’s involvement in the TV Access
Project (TAP), the production piloted
an ‘Access to Work’ initiative for
freelancers and implemented the 5 A’s
guidelines to ensure an accessible
environment for its largely Deaf,
Disabled, or Neurodivergent cast and
crew. The premiere also featured a
pioneering silent ad break, reimagining
accessibility in advertising through
British Sign Language and subtitling.
SUSTAINABILITY ON LOVE
ISLAND AROUND THE WORLD
As a global hit format, Love Island
places sustainability at the heart of its
international productions. In 2025, the
UK production utilised a solar array
and battery system to run fuel-free
for 30% of the schedule, while the
Finnish edition cut travel emissions by
80% through a remote production
model. In the USA, the team adopted
battery-hybrid power and on-site
storage to reduce transport impact.
Similarly, by filming back-to-back at
the same location, the Danish and
Norwegian productions shared sets
and props, significantly reducing
material consumption and waste.
Social Purpose continued
ITV plc Annual Report and Accounts 202530
STREAMLINED ENERGY AND CARBON REPORTING (SECR) – BASED ON DATA FOR THE YEAR ENDED 31 DECEMBER 2025
Scope Description Unit
2025 2024 YoY
UK
Global
(excl. UK) Total UK
Global
(excl. UK) Total UK
Global
(excl. UK)
1 Emissions from gas, refrigerants and owned vehicles tCO
2
e 710 280 990* 864 310 1,174 -18% -10%
2
Location-based
Market-based
Electricity emissions using geographical location tCO
2
e 2,461 1,355 3,816* 3,294 1,118 4,412 -25% 21%
Electricity emissions using purchased electricity factor tCO
2
e 1,463 1,431 2,894* 1,627 1,021 2,648 -10% 40%
1 & 2
Location-based
Market-based
Total Emissions tCO
2
e 3,171 1,635 4,806 4,158 1,428 5,586 -24% 15%
Total Emissions tCO
2
e 2,173 1,711 3,884 2,491 1,331 3,822 -13% 29%
Direct & Indirect Energy Consumption kWh 17,304,878 5,975,022 23,279,900 20,303,000 5,404,898 25,707,898 -15% 11%
Total revenue £m £4,121 £4,140 0%
1 & 2
Location-based
Market-based
Normalised emissions to revenue tCO
2
e/£m 0.7695 0.3968 1.1663 1.0040 0.3449 1.3489 -23% 15%
Normalised emissions to revenue tCO
2
e/£m 0.5274 0.4152 0.9425 0.6020 0.3214 0.9234 -12% 29%
3 Purchased goods and services tCO
2
e 214,763 237,567 -10%
3 Capital goods tCO
2
e 425 207 105%
3 Fuel and Energy-related activities tCO
2
e 1,524 1,865 -18%
3 Upstream transportation and distribution tCO
2
e 2,346 3,461 -32%
3 Waste tCO
2
e 494 136 263%
3 Business travel tCO
2
e 14,972 22,746 -34%
3 Commuting tCO
2
e 4,873 5,573 -13%
3 Upstream leased assets tCO
2
e 8,947 12,713 -30%
3 Investments tCO
2
e 7,036 34,386 -80%
3 Total Scope 3 tCO
2
e 255,380* 318,654 -29%
Total Scope 1, 2 & 3 tCO
2
e 259,264 322,476 -20%
Methodology
ITV’s 2025 emissions data covers global operations for which we have operational control. We have chosen to
measure and report our total gross emissions in metric tonnes of CO
2
e, and our emissions intensity in metric
tonnes of CO
2
e per £ revenue, which is the recommended intensity ratio for the sector. ‘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. 38% of our market-based Scope 1 and 2 data set is based on
estimated data, which makes up less than 1% of the total data set. Estimates are calculated based on building
floorsize and occupation, and published benchmarks.
Our Scope 2 market-based emissions have increased due to a reduction in the purchase of renewable energy
certificates, but our location-based emissions have reduced reflecting actual energy saving activities taking place
in our buildings. Our global direct and indirect energy consumption has decreased due to consolidation of offices
across our global portfolio. The calculation methodology for the Scope 3 category ‘Purchased Goods and Services’
in 2025 includes actual supplier data collected via CDP (Carbon Disclosure Project), and the use of V7 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 10.1% of ITV’s total
Scope 3 category ‘Purchased Goods and Services’, 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. Although purchased goods and services emissions have decreased overall since 2024, capital goods
emissions have increased due to investment in workplace technology. Waste has increased due to an improved
estimation methodology based on employee headcount. ITV has divested in several companies since 2024, hence
the significant decrease in emissions from investments. Details of all methodology changes can be found in the
aforementioned Basis of Reporting document. ITV will continue to monitor and improve our emissions data quality.
The reduction in our location-based Scope 1, 2 and 3 emissions from 2024 to 2025 can be attributed to emissions
reduction activity, alongside an improved quality of data.
Use of Sold Product (Category 11) emissions are 394,165 tCO
2
e for 2025. This category is not included in our SECR
table in line with GHG protocol guidance, as they represent indirect use phase emissions and are not within our
direct control.
*These figures have undergone limited assurance by ERM Certification and Verification Services Limited (ERM CVS).
Energy efficiency initiatives
• We are continuing to streamline our regional property portfolio while upgrading lighting systems to maximise
energy efficiency
• We have reduced overall energy usage by over 2,000,000 kWh across the last 3 years
• We successfully implemented HVAC efficiency improvements at our Trafford Wharf Road site to reduce
operational demand
• We are currently evaluating the expansion of photovoltaic solar arrays across our hub and production sites, with a
focus on Leeds
ITV plc Annual Report and Accounts 2025 31
Strategic Report Governance Financial Statements
Composition of our workforce
Our workforce comprises a diverse mix
of permanent and fixed-term employees,
freelancers dedicated to specific projects
and specialist contractors, all collaborating
to deliver ITV’s strategic priorities.
Investing in the development
of our people
Our Talent, Learning and Development strategy
focuses on building a high-performing workforce
through three core pillars:
• Leadership & Line Manager Capability – Driving
efficiency, resilience and performance
• Real Life Learning – Fostering agility, innovation
and creativity
• Skills for the Future – Driving business growth in
a digital, sustainable world
We offer development opportunities across ITV,
including work experience campaigns that also
support our Diversity, Equity and Inclusion (DE&I)
strategy. We run apprenticeships across ITV
Studios, Media & Entertainment, our Corporate
Functions and a Technology graduate programme,
which featured in The Times Top 100 Graduate
Employers for 2025-2026.
Colleagues can access virtual, on-demand and
in-person development workshops, focused on
personal skills, productivity and wellbeing. Our
‘Get Future Ready’ digital transformation
programme continued this year, with a key focus
on AI, equipping colleagues with tools to enhance
understanding and drive efficiency.
We also relaunched our performance management
framework, ‘Talking Performance’, centred on
self-reflection and development goals, to align
personal growth with organisational success.
Management and leadership
development
We deliver a comprehensive programme of
leadership and management development
consisting of in-person and virtual workshops,
access to curated on-demand tools and
resources. This year, we updated our ‘People
Manager Essentials’ programme to align with
our refreshed ITV Behaviours, as well as taking a
personalised approach to delivering development
to meet business needs.
The ITV Behaviours
In 2025, we embedded our refreshed ITV
Behaviours into recruitment, recognition and
performance management. These behaviours
align with our business priorities and provide
clear, actionable indicators for all colleagues:
• Inspire Performance: To create growth for our
business and our people
• Empower with Accountability: By giving people
ownership of opportunities and responsibility
for their outcomes
• Make Fast, Informed Decisions: Guided by
relevant facts, evidence and stakeholder input,
rather than total consensus
• Spend Wisely, Save Widely: To deliver more
creative impact at a lower cost
• Welcome New Perspectives: Through curiosity,
honesty and mutual respect to spot different
ways to do things
Building an inclusive culture
An inclusive environment where everyone can
be their authentic self and thrive is critical to the
delivery of our strategy. We continue to appoint
and promote individuals based on merit.
We continue to deliver our DE&I training to empower
colleagues and managers to champion inclusion
and confidently address non-inclusive behaviour.
We are focused on offering more support around
neurodiversity to raise awareness for all colleagues
and build line manager capability to enable them
to support their teams.
ITV remains committed to attracting, retaining
and developing Deaf, Disabled or Neurodivergent
colleagues, working with specialist providers to
ensure that the recruitment process, along with
all training, career development and promotion
opportunities are accessible and inclusive.
We increased our efforts to address
underrepresentation through our recruitment
process, leading to an increase in People of Colour
hires to 24.0%, up from 21.2% in 2024. Women
represent 58.1% of new hires and we have
increased our Deaf, Disabled or Neurodivergent
hires to 12.8%, up from 4.9% in 2024. Data as at
31December 2025.
Refer to page 29 for more information on our
Diversity, Equity and Inclusion strategy
Information on how the Remuneration
Committee considers workforce remuneration is
detailed on page 96
Engagement
2025 saw a number of key engagement
activities including:
• Ambassador meetings with Workforce
Engagement Director and Executive
Committee members
• The bi-annual full Engagement and
Culture Survey
• Regular listening groups between colleagues
and our Group Executive Committee
• Use of change champions and focus groups to
design and embed large change programmes
Feedback from our 2025 survey indicated that
colleagues highly value our inclusive culture,
commitment to flexible working and social
purpose agenda. During 2026, we will implement
ITV-wide and local action plans, each committing
to three specific actions to make ITV an even
better place to work.
For further information on how the Board and
senior leaders engage with the workforce through
our Ambassador Network, refer to page 78.
Mental health, wellbeing
and duty ofcare
Supporting the mental health of colleagues
remains a key priority. In 2025, the Mental Health
Advisory Group (MHAG) which includes experts
from Mind, YoungMinds and Scottish Action for
Mental Health (SAMH), as well as independent
advisers and representatives from across ITV and
STV, reset its focus to address key themes from
the Film and TV Charity’s Looking Glass Report,
such as loneliness and manager support.
As a result, we ran ‘Mental Health in the Media’,
a series of panel events fostering industry-wide
conversation; launched a new pilot initiative, the
Green Room, to support freelancers between
jobs; and reviewed our mental health support
for managers, to create clarity in line with other
leadership and management development.
Mental Wellbeing remains at the forefront of our
social purpose campaigns.
Refer to pages 28 for more information on our
Social Purpose priorities
The Duty of Care Operating Board ensures the
continuous evolution of our care practices. We
also encourage colleagues to raise concerns via
our Speaking Up framework.
Refer to pages 11 and 61 for further information
about the role of the Duty of Care Operating
Board and its activities in 2025
Our People
At the
HEART of
Making
What
Matters
ITV plc Annual Report and Accounts 202532
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.
Following the changes to creative industry
incentives as explained below, all production
incentives will be recorded within EBITA from
2026 onwards, therefore adjusted EBITA will not
be reported from 2026. 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.
Creative Industry Incentives
The ability to access production incentives
as government grants, tax credits or rebates, is
fundamental to our ITV Studios business across
the world when assessing the viability of
investment decisions, especially with regard to
drama and comedy.
In 2024, the new Audio‑Visual Expenditure
Credit (AVEC) scheme was introduced in the UK to
ultimately replace High‑End TV (HETV) tax credits.
The new scheme is one of expenditure credits as
opposed to corporate tax relief. The accounting
treatment for AVEC is to include the tax credits
within statutory operating profit. Tax credits
claimed under the previous HETV regime are
classified as a corporation tax item.
ITV reports production incentives generated
outside the UK within cost of sales. In our view,
all production incentives 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
under HETV are recognised in adjusted EBITA.
See the tax section of the Finance Review
and note 2.3 to the Financial Statements for
further details.
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 corporate transaction 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
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 have
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.
The Annual Report and Accounts include both statutory and adjusted measures (Alternative
Performance Measures or APMs), the latter of which, in the Board’s and 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.
ITV plc Annual Report and Accounts 2025 33
Strategic Report Governance Financial Statements
Corporate transaction‑
related expenses
We typically 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. Corporate
transaction‑related expenses, including legal and
advisory fees on completed deals or significant
deals that are in progress and may or may not
complete at a later date, 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.
Restructuring and
reorganisation costs
Where there has been a material change in the
organisational structure of a business area or a
material cost‑reduction initiative, the related
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 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 considers 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
2025
Statutory
£m
2025
Adjustments
£m
2025
Adjusted
£m
2024
Statutory
£m
2024
Adjustments
£m
2024
Adjusted
£m
EBITA
1
533 1 534 526 16 542
Exceptional items (operating)
2
(107) 107 – (65) 65 –
Amortisation and impairment
3
(63) 20 (43) (143) 107 (36)
Operating profit 363 128 491 318 188 506
Net financing costs
4
(25) (18) (43) – (25) (25)
Share of losses on JVsand
associates
– – – (9) – (9)
Profit on disposal of associates,
joint ventures and subsidiary
undertakings
– – – 212 (212) –
Profit before tax 338 110 448 521 (49) 472
Tax
5
(113) (11) (124) (115) 17 (98)
Profit after tax 225 99 324 406 (32) 374
Non‑controlling interests (5) – (5) 2 – 2
Earnings 220 99 319 408 (32) 376
Shares (million), weightedaverage 3,736 3,736 3,935 3,935
EPS (p) 5.9p – 8.5p 10.4p – 9.6p
Diluted EPS (p)
6
5.8p – 8.4p 10.3p – 9.5p
1. The £1 million (2024: £16 million) adjustment relates to HETV 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 £107 million (2024: £65 million) largely relate to corporate transaction‑related expenses, restructuring and
transformation costs. Refer to the Finance Review
3. £20 million (2024: £107 million) adjustment relates to amortisation and impairment of assets acquired through business
combinations and investments. We include only amortisation of software licences and development within adjusted profit
before tax
4. £18 million income (2024: £25 million income) adjustment is for non‑cash interest income and costs. 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 year was 3,777 million (2024: 3,977 million)
Alternative Performance Measures continued
ITV plc Annual Report and Accounts 202534
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 3.8 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 HETV production tax credits.
OTHER ALTERNATIVE PERFORMANCE MEASURES
Total revenue
Total revenue reflects all revenue generated by the business including internal revenue, which originates
mainly in the UK and includes trading between ITV Studios and M&E, and Global Partnerships and ITV
Studios productions.
A reconciliation between external revenue and total revenue is provided below.
Twelve months to 31 December
2025
£m
2024
£m
Revenue from external customers (Statutory) 3,511 3,488
Internal revenue 610 652
Total revenue (Adjusted) 4,121 4,140
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
2025
£m
2024
£m
Change
£m
Change
%
ITV Studios total revenue* 2,130 2,038 92 5%
Adjustment for constant currency 15 – 15 –
Adjustment for acquisitions and disposals (114) (20) (94) –
ITV Studios total revenue – organic basis 2,031 2,018 13 1%
* Total ITV Studios revenue includes £89 million (31 December 2024: £106 million) of intra‑segment revenue derived from trading
between Global Partnerships and ITV Studios productions
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 reported net debt is calculated 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
2025
£m
31 December
2024
£m
Statutory operating profit 363 318
Exceptional items 107 65
Amortisation and impairment 63 143
EBITA 533 526
Depreciation 48 47
Right of use assets depreciation (21) (20)
Interest charged on leaseliabilities (5) (5)
Covenant adjusted EBITDA 555 548
31 December
2025
£m
31 December
2024
£m
Net debt (including IFRS 16 lease liabilities) (566) (431)
Impact of IFRS 16 leaseliabilities 111 105
Long‑term trade payables (55) (33)
Other pension asset 33 45
Covenant net debt (477) (314)
Covenant adjusted EBITDA* 555 548
Covenant net debt to adjusted EBITDA* 0.9x 0.6x
Cash and cash equivalents 302 427
Undrawn RCF 600 600
Undrawn CDS facility 425 350
Covenant liquidity** 1,327 1,377
* 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
ITV plc Annual Report and Accounts 2025 35
Strategic Report Governance Financial Statements
Chris Kennedy
Group Chief Financial Officer
and Chief Operating Officer
Finance Review
This Finance Review focuses on the more technical aspects of our
financial results, while the operating and financial performance of
the Group, M&E and ITV Studios has been discussed within the
Operating and Financial PerformanceReview.
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
2025
£m
2024
£m
Change
£m
Change
%
ITV Studios total revenue
1
2,130 2,038 92 5
Total advertising revenue 1,723 1,820 (97) (5)
M&E non‑advertising revenue 268 282 (14) (5)
M&E total revenue 1,991 2,102 (111) (5)
Total non‑advertising revenue 2,398 2,320 78 3
Total Group revenue 4,121 4,140 (19) –
Internal revenue
2
(610) (652) 42 6
Group external revenue 3,511 3,488 23 1
Group adjusted EBITA 534 542 (8) (1)
Group adjusted EBITA margin 15.2% 15.5% (0.3)% pts
Statutory operating profit 363 318 45 14
Adjusted EPS 8.5p 9.6p (1.1p) (11)
Statutory EPS 5.9p 10.4p (4.5p) (43)
Dividend per share 5.0p 5.0p – –
Net debt as at 31 December (566) (431) (135) (31)
EXCEPTIONAL ITEMS
Twelve months to 31 December
2025
£m
2024
£m
Corporate transaction‑related expenses (38) (8)
Restructuring and transformation costs (69) (50)
Property costs – 1
Employee‑related tax provision (3) 1
Transponder onerous contract – (4)
Pension related costs (3) –
Legal settlements 8 –
Legal and other costs (2) (5)
Operating exceptional items (107) (65)
Total exceptional items (107) (65)
Total exceptional items in the year were £107 million, primarily consisting of:
• Corporate transaction‑related expenses of £38 million (2024: £8 million) are performance‑based,
employment‑linked consideration to former owners and professional fees related to completed
corporate transactions and potential corporate transactions
• Restructuring and transformation costs of £69 million. Within this, there were £54 million of restructuring
and other costs associated with our strategic cost programme to reshape the cost base and enhance
profitability across the Group. In addition, £15 million of costs were incurred relating to our transformation
programme, which is associated with delivering our digital strategy, including our new programme rights,
finance and HR systems and simplifying our holding company structures and processes
• Pension‑related costs were incurred in transferring the Box Clever Group Pension Scheme into the
ITV Pension Scheme
For further details on exceptional items, refer to note 2.2 of the Financial Statements.
NET FINANCING COSTS
Twelve months to 31 December
2025
£m
2024
£m
Financing costs directly attributable to loans and bonds (35) (34)
Cash‑related net financing (costs)/income (8) 9
Adjusted financing costs (43) (25)
Net pension interest 8 8
Other net financial income or losses and unrealised foreign exchange 10 17
Statutory net financing costs (25) –
1 Total ITV Studios revenue includes £89 million (31 December 2024: £106 million) of intra‑segment revenue derived from trading
between Global Partnerships and ITV Studios productions
2 Internal revenue originates mainly in the UK and includes trading between ITV Studios and M&E, and Global Partnerships and ITV
Studios productions
ITV plc Annual Report and Accounts 202536
Adjusted financing costs of £43 million consists of financing costs directly attributable to loans and
bonds, along with cash‑related net financing costs. The year‑on‑year increase in both adjusted and
statutory financing costs was primarily driven by lower interest income on deposits and realised foreign
exchange losses on US dollar hedging. Statutory financing costs included the unrealised foreign
exchange gains on cash positions.
JVs and associates
Our share of losses from JVs and associates was £nil (2024: £9 million). The prior year included BritBox
International which was sold during 2024.
Profit before tax
Statutory profit before tax decreased year‑on‑year to £338 million, due to the decline in total
advertising revenue, which was partially offset by significant content and non‑content cost savings
across the Group. The results for 2024 benefited from the profit on disposal of BritBox International
of £194 million, which was partially offset by an impairment to the goodwill allocated to the SDN cash
generating unit.
Twelve months to 31 December
2025
£m
2024
£m
Statutory profit before tax 338 521
HETV tax credits 1 16
Exceptional items 107 65
Amortisation and impairment* 20 107
Adjustments to net financing costs (18) (25)
Profit on disposal of joint ventures and subsidiary undertakings – (212)
Adjusted profit before tax 448 472
* In respect of assets arising from business combinations and impairment of investments
Adjusted tax charge
The total adjusted tax charge for the year was £124 million, corresponding to an effective tax rate on
adjusted PBT of 27.7% (2024: 20.8%), which is higher than the standard UK corporation tax rate of 25%
(2024: 25%) due to overseas taxes, such as State Tax in the US. We expect the adjusted effective tax
rate to be around 27% in 2026, and it is expected to remain marginally above the UK statutory rate of
25% in the medium term.
On a statutory basis, the tax charge is £113 million, which corresponds to an effective tax rate of 33.4%
(2024: 22.1%). This rate is higher than the prior year, due to the impact of non‑deductible exceptional
expenses of £40 million. The statutory effective tax rate of 33.4% is higher than the UK statutory rate
of 25% due to non‑deductible exceptional expenses and overseas taxes.
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
2025
£m
2025
Effective
tax rate
2024
£m
2024
Effective
tax rate
Statutory tax charge 113 33.4% 115 22.1%
HETV tax credit 1 100% 16 100%
Charge for exceptional items 17 15.9% 13 20.0%
Credit for profit on disposal of associates, joint ventures
and subsidiary undertakings
– 0.0% (49) 22.6%
(Credit)/Charge in respect of amortisation and
impairment*
(3) (15.0)% 8 7.5%
Credit in respect of adjustments to net financing costs (4) 22.2% (5) 20.0%
Adjusted tax charge** 124 27.7% 98 20.8%
* In respect of intangible assets arising from business combinations and investments
** As a percentage of adjusted profit before tax
Cash tax
Net cash tax paid in the year was £35 million (2024: £27 million paid) and is net of £27 million of HETV
production tax credits received (2024: £78 million), the repayment of £12 million of Corporation Tax that
became recoverable following the successful case against the European Commission in respect of
State Aid, and a repayment of £16 million in respect of FY23 tax payments. The majority of the cash tax
payments were made in the UK. The net cash tax paid is higher than the prior year due to lower HETV tax
credits received following the move to AVEC.
Twelve months to 31 December
2025
£m
2024
£m
Statutory tax charge 113 115
Adjustments for non-current non-cash items:
Temporary differences recognised through deferred tax* (17) (32)
Prior year adjustments to current tax (7) 22
Current tax, current year 89 105
Current tax recognised in OCI (15) –
Total current tax, current year 74 105
Adjustments for non-current year items:
Prior year tax repayment received (16) (9)
State Aid tax repayment received (12) –
Current year tax payment phasing 16 9
HETV tax credits – timing of receipt** (27) (78)
Cash tax paid (statutory) 35 27
* Further detail is included within section 2.3 of the financial statements
** AVEC cash receipts are not classified as cash tax
ITV plc Annual Report and Accounts 2025 37
Strategic Report Governance Financial Statements
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 2025, 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
Adjusted profit after tax was £324 million (2024: £374 million). Non‑controlling interest, which is the
net result from the non‑ITV owned share in entities such as Plimsoll Productions, Moonage Pictures,
Hartswood Films and Tomorrow Studios, was a share of profits of £5 million (2024: share of losses of
£2 million). The year‑on‑year increase is due to the phasing of production deliveries and recent
acquisitions.
Adjusted basic EPS was down 11% to 8.5p in the year (2024: 9.6p). The weighted average number
of shares decreased year‑on‑year to 3,736 million (2024: 3,935 million) due to the share buyback
programme (see further details below). Diluted adjusted EPS in the year was 8.4p (2024: 9.5p),
reflecting a weighted average diluted number of shares of 3,777 million (2024: 3,977 million).
Statutory EPS decreased by 43% to 5.9p (2024: 10.4p).
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 and in line with ITV’s
dividend policy, the Board has proposed a final dividend of 3.3p per share (2024: 3.3p), giving an ordinary
dividend of 5.0p per share for the full year 2025, 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.
Changes to the current UK system of Creative Industry tax credits
The new AVEC regime has been in place since 1 January 2024. ITV chose to opt into the new expenditure
credit regime, at the earliest opportunity where possible and the majority of ITV’s claims in 2025 were
under the AVEC regime. Only £1 million of HETV claims were made in 2025. The impact on statutory
and adjusted results is shown in the table below:
Twelve months to 31 December
Pro‑forma
statutory
result*
£m
Impact of
new AVEC
treatment
£m
Statutory
result
£m
HETV
and other
Adjustments
£m
Adjusted
result
£m
EBITA 432 101 533 1 534
Exceptional items (operating) (107) – (107) 107 –
Amortisation and impairment (63) – (63) 20 (43)
Operating profit 262 101 363 128 491
Net financing costs (25) – (25) (18) (43)
Profit before tax 237 101 338 110 448
Tax (94) (20) (114) (10) (124)
HETV tax credits 82 (81) 1 (1) –
Profit after tax 225 – 225 99 324
* Pro‑forma statutory result shows the statutory result if the new AVEC treatment had not been implemented
In 2025, total tax credits of £82 million were claimed, of which £1 million was claimed under the old
HETV regime, and £81 million (£101 million gross) was claimed under the AVEC regime. The impact of
this has been to increase statutory EBITA by £101 million and statutory tax charge by £20 million, whilst
increasing adjusted EBITA by a further £1 million, where HETV tax credits continue to be reclassed from
the tax charge to EBITA. Adjusted EBITA has increased by £20 million compared to the old HETV regime
due to the AVEC claim being grossed up from £81 million to £101 million. Profit after tax remains
unchanged on a statutory and adjusted basis.
Base Erosion and Profit Shifting (BEPS) Pillar Two
The Finance (No.2) Act 2023 introduced a global minimum effective tax rate of 15% for large groups
effective for financial years beginning on or after 31 December 2023. This legislation is now fully effective
for the Group’s 2025 financial period. Most territories in which the ITV Group operates qualify for one of
the transitional safe harbour exemptions such that Pillar 2 top‑up tax should not apply. The estimated
current period charge for Pillar 2 top up taxes in 2025 is £2 million (2024: £2 million).
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
Finance Review continued
ITV plc Annual Report and Accounts 202538
The dividend timetable is as follows:
Announcement
Ex‑dividend date Thursday 9 April 2026
Record date Friday 10 April 2026
Dividend paid Thursday 21 May 2026
Share repurchase programme
On 7 March 2024, ITV commenced a share buyback programme to repurchase its ordinary shares up
to a maximum consideration of £235 million and thereby return the entire net proceeds from the sale of
BritBox International to shareholders. ITV’s £235 million share buyback was completed on 4 April 2025.
In total, 323 million shares were bought back at a cost of £235 million. Total stamp duty costs were
£1million, and associated fees charged were £2 million. 65 million shares remain in Treasury, 64 million
have been cumulatively transferred into the Group’s Employee Benefit Trust and 194 million shares
were cancelled.
Acquisitions
As part of our strategy to expand Studios, we consider selective value‑creating acquisitions 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.
During the year, the Group made two acquisitions which included acquiring 57.51% of Moonage Pictures
Limited and its subsidiaries in the UK and 51% of the scripted independent production company Plano
a Plano Productora Cine Y Television SL in Spain. The cash consideration at acquisition was £22 million.
These new businesses are reported within the ITV Studios operating segment. The businesses align
with the strategy of strengthening the Group’s existing position as a producer and global distributor
of world‑class content. Put and call options are in place over the remaining shareholding.
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 2025
are £115 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 £92 million and £227 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 £115 million
have increased by £10 million since 31 December 2024, primarily due to acquisitions made in the year.
At 31 December 2025, £42 million of expected future payments had been recorded on the balance
sheet, with the balance of £73 million to be accrued over the year in which the sellers are required to
remain with the business.
Refer to notes 3.1 and 3.4 of the Financial Statements for further details.
Disposals
In the prior year, the Group sold its 50% interest in digital subscription streaming service BritBox
International to the joint venture partner BBC Studios. The Group also sold back its minority shareholding
in Blumhouse TV to Blumhouse Holdings. The Group recognised a net profit on disposal of these
associates, joint ventures and subsidiary undertakings of £212 million from proceeds of £303 million.
The carrying value of net assets disposed and related costs was £91 million.
Cash generation
Profit to cash conversion
Twelve months to 31 December
2025
£m
2024
£m
Adjusted EBITA 534 542
Working capital movement (196) (144)
Adjustment for production tax credits 26 62
Depreciation* 48 47
Share‑based compensation 16 18
Acquisition of property, plant and equipment and intangible assets** (54) (49)
Lease liability payments (including lease interest) (26) (25)
Adjusted cash flow 348 451
Profit to cash ratio (adjusted cash flow/adjusted EBITA) 65% 83%
* Depreciation of £48 million (2024: £47 million) includes £33 million (2024: £32 million) which relates to ITV Studios and £15 million
(2024: £15 million) relating to M&E
** 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
In the year, we generated £348 million of operational cash (2024: £451 million) from £534 million of
adjusted EBITA (2024: £542 million), resulting in a profit to cash ratio for the year of 65% (2024: 83%).
This reflects an increase in working capital, predominantly in ITV Studios from an increase in
programmes in production.
Cash generated from operations is reconciled to the adjusted cash flow as follows:
Twelve months to 31 December
2025
£m
2024
£m
Cash generated from operations 341 386
Cash outflow from exceptional items 60 61
Cash generated from operations excluding exceptional items 401 447
Adjustment for production tax credits 27 78
Acquisition of property, plant and equipment and intangible assets (54) (49)
Lease liability payments (including lease interest) (26) (25)
Adjusted cash flow 348 451
ITV plc Annual Report and Accounts 2025 39
Strategic Report Governance Financial Statements
Free cash flow
Twelve months to 31 December
2025
£m
2024
£m
Adjusted cash flow 348 451
Net interest paid (excluding lease interest) (34) (18)
Adjusted cash tax* (62) (105)
Pension funding (65) (3)
Free cash flow 187 325
* Adjusted cash tax of £62 million is the total net cash tax paid of £35 million plus receipt of production tax credits of £27 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 a £187 million surplus
(2024: £325 million surplus).
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.
The Group has five committed facilities in place to maintain its financial flexibility. This includes:
• A £500 million multilateral Revolving Credit Facility (RCF), which matures in January 2029
• A £100 million of committed funding via a bilateral RCF, which matures in December 2028
• A new £300 million term loan facility, which the Group entered into in June 2025 and is available for
drawing from 26 June 2026. It matures three years from the date it is drawn
• A £200 million bilateral loan facility which matures in December 2030. At 31 December 2025, the
Group had £125 million of the facility available (31 December 2024: £50 million)
• The Group also has a bilateral financing facility of £300 million, which is free of financial covenants
and matures on 30 June 2026
At 31 December 2025, ITV’s financial position was well within its covenants, and all the facilities noted
above and available at 31 December 2025 (amounting to £1,025 million) and undrawn (31 December
2024: undrawn). With cash and cash equivalents of £302 million, this provided total liquidity of £1,327
million (31 December 2024: £1,377 million). For further details on the Group’s facilities and covenants,
refer to note 4.1 of the Financial Statements.
After acquisition‑related costs, pension and tax payments, we ended the year with reported net debt of
£566 million (31 December 2024: £431 million).
Reported net debt
At 31 December
2025
£m
2024
£m
Gross cash 302 427
Gross debt (including IFRS 16 lease liabilities) (868) (858)
Net debt (566) (431)
Financing – gross debt
The Group is financed using debt instruments and facilities with a range of maturities. Borrowings at
31December 2025 were repayable as follows:
Amount repayable as at 31 December 2025 £m Maturity
€500 million Eurobond* 423 2032
€600 million Eurobond (nominal €360 million remaining)* 318 2026
Other loans 16 Various
Total debt repayable on maturity** 757
* Includes £8 million currency component asset of swaps held against euro‑denominated bonds
** Excludes £105 million of IFRS16 Lease Liability
Capital allocation and leverage
In line with our capital allocation policy, our priorities remain as follows: to invest 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
2025, our leverage, or net debt to adjusted EBITDA was 1.0x (31 December 2024: 0.7x).
Credit ratings
In May 2025, we published an investment grade credit rating from Fitch (BBB‑ stable outlook).
We continue to be rated investment grade by Standard and Poor’s (BBB‑ stable outlook) and Moody’s
(Baa3 stable outlook). The factors that are considered 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
ITV is 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.
Finance Review continued
ITV plc Annual Report and Accounts 202540
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.
Foreign exchange sensitivity
The following table highlights ITV Studios sensitivity for 2026 (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 +/‑57‑69 +/‑10‑12
Euro +/‑46‑56 +/‑8‑10
Pensions
The net pension surplus of the defined benefit schemes at 31 December 2025 on an accounting basis
was £207 million (31 December 2024: £182 million surplus). The marginal increase in the surplus since
the year end was principally due to the reduction in market implied inflation which was partially offset
by the change to the mortality assumptions.
The net pension assets include £33 million (31December 2024: £45 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.
In 2025, the Group bifurcated the existing longevity swap, creating two IAS 19 plan assets: a cash flow
swap and a pure longevity swap. The Group also consolidated its pension structures by merging the UTV
Pension Scheme and the Unfunded Schemes into the main ITV Pension Scheme. In February 2026, after
the reporting date, the UTV Pension Scheme was wound up in accordance with the relevant rules and
regulations. In October 2025, all members of the Box Clever Group Pension Scheme transferred into
the ITV Pension Scheme.
Deficit funding contributions
The accounting surplus or deficit under IAS 19 does not drive the deficit funding contribution.
Contributions are based on the actuarial valuation surplus or deficit (or funding surplus or deficit),
which is calculated per the last triennial valuation as at 31 December 2022. At the last triennial valuation,
the Scheme had a surplus of £83 million and therefore no deficit contributions are payable. The Group
was required to make the annual contribution under the London Television Centre Pension Funding
Partnership which was £3 million in 2025 (31 December 2024: £3 million). The contribution due will
be assessed annually. In 2025, the Group also made the following additional one‑off contributions
to the ITV Pension Scheme:
• £12 million, funded through the sale and maturing of gilts (other pension assets), following the
transfer of liabilities for pensioners who receive a pension from the Unfunded Scheme
• £25 million into the Scheme and £6 million to the Pension Protection Fund (PPF) under the
agreements in relation to the transfer of the Box Clever Group Pension Scheme
• £25 million in relation to the unwind of the SDN Pension funding partnership
Refer to section 3.8 of the Financial Statements for further details of the Group’s pension schemes.
SDN pension funding partnership
In 2010, to address the deficit on the defined benefit pension scheme, ITV established a Pension
Funding Partnership (PFP) with the Trustees backed by SDN. The PFP was subsequently extended in
2011 and amended in 2022. On 17 December 2025, the Group and the Trustees agreed to exit and
unwind the PFP and the partnership was dissolved on 19 December 2025. The Group made a one‑off
payment of £25 million to the Scheme and has provided a £75 million surety bond as collateral for any
payments that may be due to the Scheme, albeit no further payments are anticipated. SDN is no longer
provided as collateral for future payments to the Scheme.
Subsequent events
• In February 2026, after the reporting date, the UTV Pension Scheme was wound up in accordance
with the relevant rules and regulations. There are no remaining members, assets or liabilities.
Planning assumptions for the full year 2026 based on current expectations
Profit and loss impact:
• Total content costs are expected to be around £1.225 billion as we continue to optimise our content
spend to best reflect viewer dynamics. H1 content costs will be broadly in line with the prior year
• In total, we expect to deliver £20 million of non‑content savings. These will come from a combination
of new initiatives and annualised benefits from the 2025 savings
• Adjusted financing costs are expected to be around £40 million
• The adjusted effective tax rate is expected to be around 27% over the medium term
• Exceptional items are expected to be around £55 million, comprising corporate transaction‑related
costs, largely relating to earnout payments for previous acquisitions and restructuring and
transformation costs. Cash impact is expected to be similar
Cash impact
• Total capex is expected to be around £60 million as we continue to invest in our digital capabilities
• Profit to cash conversion is expected to be around 80% on average over the medium term
• The Board has proposed a final dividend of 3.3p, which will be paid in May 2026. This gives a full year
dividend of 5.0p, a total of around £190 million
Chris Kennedy
Group Chief Financial Officer and Chief Operating Officer
ITV plc Annual Report and Accounts 2025 41
Strategic Report Governance Financial Statements
The table below, and the information it refers to, sets out our compliance with the non‑financial reporting and sustainability
information reporting requirements in accordance with Sections 414CA and 414CB of the Companies Act 2006.
Reporting requirement Our approach Relevant policies Where to find more information Page
Climate-related Financial Disclosure We will build a climate‑resilient business
by transparently integrating climate‑related
risk and opportunities into our strategy
and operations
• Financial Disclosures • Financial Disclosures 48‑51
Environment We will help tackle climate change by reducing
carbon emissions from our business, products
and supply chains
• Environmental Management Policy
• Supplier Code of Conduct
• Our Strategy
• Performance Against Priorities
• Key Performance Indicators
• Supplier Engagement
• Financial Disclosures
7
16‑27
12‑15
64‑74
119‑190
Colleagues We will be a more inclusive company, by
breaking down barriers to employment,
progression and building skills for life
• Code of Ethics and Conduct
• Equal Opportunities Policy
• Diversity Policy
• Duty of Care Charter
• Speaking Up Framework
• Policies on Bullying, Harassment and Dignity at Work and Grievances
• Our Strategy
• Performance Against Priorities
• Key Performance Indicators
• Social Purpose
• Our People
• Stakeholder Engagement
7
16‑27
12‑15
28‑31
32
64‑74
Social Impact We use ITV’s scale and creativity to shape
culture for good not just within ITV but across
other markets that we might impact
• Our Social Purpose Goals align with The UN Sustainable Development
Goals (SDGS)
• Duty of Care Charter
• Diversity Policy
• Performance Against Priorities
• Key Performance Indicators
• S172 statement
16‑27
12‑15
64
Human Rights ITV is fully committed to ensuring we do not
participate in the violation of human rights
and expects the same of our suppliers
• Modern Slavery Statement
• Supplier Code of Conduct
• Code of Ethics and Conduct
• Stakeholder Engagement
• Culture
• Principal Risks
64‑74
75‑78
43‑47
Anti-Bribery and Corruption ITV promotes the highest standards of ethical
business and reinforces the importance of
awareness of compliance requirements and
maintaining high ethical standards
• Code of Ethics and Conduct
• Anti‑Money Laundering, Counter‑Terrorist Financing and Anti‑Fraud Policy
• Anti‑Bribery Policy
• Prevention of Facilitation of Tax Evasion Policy
• Sanctions Policy
• Competition Law Policy
• Procurement Policy
• Supplier Code of Conduct
• Speaking Up Framework
• Principal Risks
• Stakeholder Engagement
• Culture
43‑47
64‑74
75‑78
Description of Business Model • Business Model 2‑3
Non-Financial Key Performance Indicators • Key Performance Indicators 12‑15
Principal Risks and Uncertainties • Risk Management
• Principal Risks
43‑47
43‑47
Non‑Financial and Sustainability Information Statement
ITV plc Annual Report and Accounts 202542
Our risk management framework
ITV’s risk management framework supports
informed, balanced decision-making and
encourages responsible innovation through
a risk-based approach. The Board considers
principal and emerging risks over the short,
medium and long term in line with the Group’s
strategic planning and resilience assessment.
During 2025, we strengthened the connection
between specialist risk teams and the wider
business, embedding risk considerations into
day-to-day decisions. This has improved the
consistency with which risks are considered
across the Group and enhanced our ability to
anticipate and respond to emerging challenges.
How we manage risks
We use top-down and bottom-up processes to
ensure risks are understood consistently and
aligned with ITV’s strategic priorities.
• Divisional and Functional Review: Business
teams regularly assess their exposure to
centrally defined risk categories and identify
significant and emerging risks, including risks
that may fall outside existing categories
• Leadership Oversight: Divisional leadership
consolidates and reviews the most significant
actual and emerging risks, ensuring
prioritisation and escalation
• Group Oversight: The Group Risk team
facilitates this process, providing challenge and
ensuring a consistent assessment framework
across ITV, while reflecting differences in risk
exposure across the Group
Emerging risks are monitored over time and may
be elevated to principal risks where their potential
impact, likelihood or time horizon warrants
enhanced Board oversight.
Risk Appetite
The Board has continued to refine ITV’s risk
appetite for each principal risk, balancing
innovation and strategic ambition with strong
governance. ITV has no tolerance for breaches
of law or regulation and very low tolerance for
breaches of internal policy, particularly in areas
such as duty of care, data protection, corporate
compliance and financial integrity, recognising
that human error can occur.
The Board supports responsible innovation and
risk-taking in creative, technological and digital
initiatives where these are aligned with our
strategy, commercially justified and subject to
appropriate oversight. This balanced approach
supports resilience, protects ITV’s reputation
and sustains long-term value.
Material Risks and Controls
During 2025, we strengthened our risk
management and internal control environment
in line with the updated 2024 UK Corporate
Governance Code, enhancing the Material
Controls Framework and the governance
and assurance arrangements supporting the
Board’s monitoring of control effectiveness.
This has reinforced accountability for material
controls and the link between principal risks
and management actions. The framework will
continue to be embedded during 2026 to support
future reporting requirements, including the
Board’s declaration on control effectiveness
when required.
Continuous Improvement
We continue to enhance our risk management
capabilities and control environment through a
number of targeted initiatives:
• Integrated Risk Management: Alignment
of operational and principal risks to support a
unified, efficient approach. This has supported
our response to emerging challenges, including
the evolution of AI and changing regulatory
requirements
• Risk Appetite and Monitoring: Further
development of risk appetite statements
aligned to principal risks to support clearer
decision-making, improve monitoring and
more effective escalation
• Internal Control Environment: Continued
enhancement of the enterprise control
environment has clarified control expectations,
improved consistency of assessment and
strengthened oversight and assurance activity
in support of the Material Controls Framework
• Crisis Preparedness: During 2025, the Group
Executive Committee and divisional teams
conducted crisis simulations, including a
cyber-attack scenario involving Board members,
to strengthen escalation, coordination and
decision-making, with lessons incorporated
into incident response
Risk Leadership and Governance
Risk management is embedded in ITV’s
governance and decision-making processes.
Each principal risk is sponsored by a member of
the ExCo, ensuring accountability and alignment
with the Board’s risk appetite.
The Risk Committee, established in 2024 under
delegated authority from the ExCo, continued
to mature during 2025, with deeper engagement
on key risks, supported by structured reporting
and challenge.
The Risk Committee played an important role
in reviewing and challenging enhancements to
the Material Controls Framework, including how
effectively material controls are linked to principal
risks and related management actions.
Separately, the ExCo reviews principal and emerging
risks twice a year, assessing likelihood, impact and
interdependencies using a consistent methodology.
The outcomes are presented to, and challenged by,
the Audit and Risk Committee and the Board..
The Board confirms that it has carried out a robust
assessment of the Group’s principal and emerging
risks during the year.
Changes to Principal Risks During
the Year
The principal risk profile was updated in 2025.
While no new principal risks were added, the
continued relevance and framing of each risk
were considered.
The growing impact of artificial intelligence (AI)
is reflected across several principal risks and is
addressed through a dedicated AI principal risk,
providing a coherent framework for oversight
rather than duplicating AI-related considerations.
One significant change was made:
• Third-Party Risk Management: This was
removed as a standalone principal risk and now
incorporated across relevant principal risks to
provide a more integrated and accurate picture
of third-party exposures. Core components,
including due diligence, contractual protections
and escalation arrangements remain in place and
subject to clear accountability and oversight
Principal Risks and Mitigations
Further detail on each of our principal risks,
including the mitigating actions in place, is set out
on the following pages. These risks represent the
most significant threats and opportunities facing
ITV and are presented in no order of priority.
The principal risks have also informed the Board’s
assessment of the Group’s resilience, viability and
going concern.
Risk and Uncertainties Disclosure
The operating environment continues to evolve rapidly, shaped
by macroeconomic and geopolitical uncertainty, technological
changes, and shifting audience behaviours. The Board recognises
the importance of maintaining a forward-looking and disciplined
approach to strategy and risk management to support informed
decision-making, resilience and long-term value creation.
ITV plc Annual Report and Accounts 2025 43
Strategic Report Governance Financial Statements
2. COMMERCIAL
Sponsor: Managing Director, Commercial
Overview of risk
The advertising market is changing as viewing behaviour shifts and
digital advertising becomes increasingly influenced by global platforms.
Alongside macroeconomic uncertainty, this may affect ITV’s ability to
retain advertising share and grow revenues.
Evolving risk landscape
• Advertising spend is increasingly concentrated among large global
platforms, including those leveraging advanced AI-driven targeting
and measurement, increasing pressure on ITV’s advertising revenues
• Economic uncertainty and policy changes, including upcoming
category restrictions, may weaken advertiser confidence and spend
• Competition from emerging digital channels increases pressure on
advertising budgets
• Scaling new commercial models, including branded entertainment,
affiliate commerce (commission-based retail partnerships) and
YouTube monetisation, introduces execution risk as these
propositions grow
Risk appetite
We have a measured appetite for commercial change to support
revenue diversification and growth. We are prepared to innovate while
protecting brand integrity and returns, with low tolerance for activity
that undermines trust or long-term value, and no tolerance for breaches
of law and regulation.
Actions taken & risk management approach
• We are scaling our advertising proposition, combining mass reach with
addressability, branded entertainment and outcome-based solutions
• We continue to enhance our self-serve advertising platform, Planet V,
to improve effectiveness, ease of buying and advertiser engagement
• We are deepening advertiser partnerships through creative integration,
sponsorships, Advertiser Funded Programming and direct commercial
solutions
• We use outcome-based measurement to demonstrate campaign
effectiveness and strengthen ITV’s value positioning
• We are developing new revenue streams, including branded
entertainment, affiliate commerce and YouTube monetisation
• We actively assess economic and regulatory developments to adapt
commercial strategy and manage compliance risk
• We are prioritising compliant, purpose-led categories aligned with
ITV’s sustainability and public-value commitments
• We are expanding self-serve and SME-facing propositions to broaden
advertiser access and support new customers
Performance & monitoring
• Total Advertising Revenue (TAR)
• Digital Revenue
• Advertising spend by category
1. CONTENT MARKET
Sponsor: Managing Director, ITV Studios
Overview of risk
The content market is changing as commissioning cycles slow,
budgets tighten and buyers seek greater control of rights and value.
These changes may affect ITV Studios ability to secure commissions
and sustain margins.
Evolving risk landscape
• Commissioning cycles are lengthening as buyers consolidate and
commissioning decisions are delayed, reducing visibility over future
production pipelines
• Buyers are seeking greater control over rights and commercial terms,
reducing long-term value and revenue potential
• Production costs remain elevated due to inflation, higher creative
expectations and more complex delivery, putting pressure on margins
• Changes in international incentives and regulations may affect where
content is produced and the viability of key production hubs
Risk appetite
We have a measured appetite for creative and commercial risk to
support our ambition to remain a leading global content producer. We
invest selectively where returns justify the risk and have low tolerance
for sustained margin erosion or loss of financial discipline.
Actions taken & risk management approach
• We continue to diversify our content slate and genres to meet
changing customer and audience demand
• We are broadening our global customer base across broadcasters,
streamers and emerging platforms
• We invest selectively in early-stage development to maintain a strong
and sustainable production pipeline
• We are improving production efficiency and cost control through
better planning and scalable delivery models
• We actively monitor changes in global production incentives and
regulation and adapt our footprint where appropriate
• We assess the potential financial impact of market and regulatory
changes to support contingency planning
Performance & monitoring
• ITV Studios total organic revenue growth
• ITV Studios adjusted EBITA margin
• Proportion of ITV Studios total revenue from streaming platforms
3. CHANGING VIEWER DYNAMICS
Sponsor: Managing Director, Media & Entertainment
Overview of risk
Viewer behaviour is changing as audiences increasingly expect
personalised, on-demand and mobile-first experiences. If ITV does not
continue to adapt its content, distribution and viewing propositions, this
may reduce reach, engagement and long-term brand relevance.
Evolving risk landscape
• Linear viewing continues to decline, particularly among younger
audiences, reducing the reach of traditional broadcast services
• Global and social platforms are reshaping viewing habits, offering wide
content choice, personalisation and seamless user experience
• Platform prominence and discoverability are becoming important,
with digital gatekeepers influencing access to public service content
• Rising content costs and competition for talent increase pressure on
the ability to fund and deliver high-quality content that attracts and
retains audiences
Risk appetite
We have a progressive appetite for innovation and investment to
respond to changing viewer behaviour and strengthen ITV’s reach and
relevance. We are prepared to take considered risks to support digital
growth, with low tolerance for decisions that materially reduce audience
visibility, trust or public value.
Actions taken & risk management approach
• We continue to invest in ITVX to improve personalisation, content
range, speed of delivery and overall user experience, including through
the responsible use of data and AI-driven insight
• We are strengthening distribution partnerships to improve
discoverability and extend reach across digital platforms
• We actively engage with regulators and policymakers to support public
service prominence and fair access across digital gateways
• We are preparing for increased IP-only viewing through collaboration
with public service broadcaster partners
• We commission high-impact content in priority genres, informed by
data insight and evolving funding models
• We are rebalancing investment to support digital growth and reduce
reliance on linear viewing
• We continue to improve delivery efficiency through technology
simplification and more agile production workflows
Performance & monitoring
• Monthly Active Users (MAUs) on ITVX
• Total Streaming Hours
• Share of commercial viewing
Risk and Uncertainties Disclosure continued
ITV plc Annual Report and Accounts 202544
4. DATA
Sponsor: General Counsel and Company Secretary
Overview of risk
Poor data quality, governance or security, or failure to meet global
regulatory obligations, could impair decision-making, reduce
competitiveness, drive inefficiencies and result in regulatory or
reputational harm.
Evolving risk landscape
• Increased use of data for analytics and AI increases the importance of
accurate, well-governed and secure data
• Regulatory expectations continue to expand across data protection,
privacy and digital governance, increasing compliance complexity
• Human error and inconsistent handling increase the risk of accidental
disclosure of personal or commercially sensitive information
• External threats and system vulnerabilities continue to evolve,
increasing the risk of unauthorised access, loss or corruption of data
Risk appetite
We have a low appetite for risks that compromise data quality or
security. High-quality, well-governed data underpins decision-making,
innovation and growth. We have low tolerance for breaches of internal
data policies and avoidable data misuse or loss.
Actions taken & risk management approach
• We continue to strengthen data governance through clearer
ownership, improved visibility of key data flows, consistent handling
standards and controls supporting responsible AI use
• We embed privacy and security by design through risk-based
assessments for higher-risk data processing activities
• We provide mandatory data protection training, with enhanced focus
on teams handling sensitive or higher-risk data
• We maintain Group-wide policies and a scalable governance and
controls framework to support consistent compliance
• We strengthen access controls and permission management to
reduce the risk of unauthorised access to data
• We test incident response and escalation arrangements to improve
readiness and resilience
• We carry out due diligence on third parties to ensure suppliers meet
data protection and security expectations
Performance & monitoring
• Completion of mandatory data protection training
• Volume and timeliness of data subject requests
• Number of investigated incidents
• Risk Committee meets quarterly
5. POLICY & REGULATION
Sponsor: Group Director of Strategy, Policy & Regulation
Overview of risk
The regulatory environment affecting media, advertising, digital
platforms, AI and copyright continues to evolve. Changes in policy or
regulation may affect ITV’s compliance obligations, commercial models
and ability to innovate, as well as our role and responsibilities as a Public
Service Broadcaster (PSB).
Evolving risk landscape
• Regulatory frameworks may not keep pace with rapid changes in
technology, market structures and audience behaviour, creating
uncertainty and potential misalignment with industry practice
• Ongoing and increasingly complex policy debates, including
advertising rules, platform regulation and rights frameworks, may
affect revenue models and operating requirements
• The introduction of new or revised PSB obligations may increase
delivery and compliance complexity
• Evolving AI, copyright and IP regimes may affect how content is
created, distributed and protected
Risk appetite
We proactively engage with regulatory change to support innovation
and public value. We have a no tolerance for breaches of applicable law
or regulation and a very low tolerance for behaviour that could
undermine trust, our PSB obligations or regulator confidence.
Actions taken & risk management approach
• We actively engage with Ofcom, DCMS and policymakers to help
shape effective and future-ready frameworks
• We carry out horizon scanning across key policy areas, including
advertising restrictions, AI and media distribution
• We collaborate with industry partners in consultations to promote
balanced and proportionate regulatory outcomes
• We assess and model the potential commercial and operational
impacts of regulatory change
• We undertake scenario planning for new or revised PSB obligations to
support operational and strategic readiness
• We participate in national and international AI and copyright forums to
support rights protection and responsible innovation
Performance & monitoring
• Regulatory developments and outlook across key policy areas
• Significance of regulatory or policy changes impacting ITV
6. CORPORATE COMPLIANCE
Sponsor: General Counsel and Company Secretary
Overview of risk
ITV is exposed to a range of legal, regulatory and ethical compliance
obligations, including bribery and corruption, fraud, sanctions and
competition law. Breaches of these requirements could result in
financial penalties, legal exposure and reputational harm.
Evolving risk landscape
• Increased reliance on third parties and complex supply chains
heightens exposure to misconduct outside ITV’s direct control
• Legal and regulatory requirements continue to evolve across markets,
increasing complexity and the risk of inconsistent application
• Expectations of corporate conduct and ethical standards are rising,
increasing scrutiny of organisational culture and behaviour
• Geopolitical volatility may lead to rapid changes in sanctions and
cross-border requirements, affecting international operations
and counterparties
Risk appetite
We have a no tolerance for breaches of law, regulation or ethical
standards. We expect colleagues and third parties to act with integrity
and in line with our policies, and do not accept misconduct that could
expose ITV to legal, financial or reputational harm.
Actions taken & risk management approach
• We provide mandatory compliance training across key risk areas for
employees and freelancers, with additional focus on higher-risk roles
• We carry out enhanced due diligence on third parties, particularly in
higher-risk markets or relationships
• We maintain a clear Code of Ethics and Conduct, supported by regular
communication and leadership reinforcement
• We operate confidential Speak Up channels to encourage early
reporting and intervention
• We regularly review and update compliance programmes, incorporating
insights from audits, monitoring and regulatory developments
• We monitor geopolitical and legislative developments to update
policies, guidance and controls as required
• We continue to strengthen oversight and monitoring to identify and
respond to emerging compliance risks
Performance & monitoring
• Volume and nature of Speak Up reports
• Completion of mandatory compliance training
• Significant compliance issues or breaches, if any
• Risk Committee meets quarterly
ITV plc Annual Report and Accounts 2025 45
Strategic Report Governance Financial Statements
7. CYBER SECURITY
Sponsor: Chief Technology Officer
Overview of risk
Cyber threats are becoming increasingly sophisticated and could result
in material disruption to ITV’s operations, content delivery or data, as
well as financial, reputational or regulatory harm.
Evolving risk landscape
• Cyber-attacks are increasing in sophistication, with media companies
targeted through ransomware, denial-of-service attacks and
supply-chain compromises
• Greater reliance on third-party technology and cloud services
increases exposure to vulnerabilities outside ITV’s direct control
• Human behaviour continues to be exploited through phishing,
credential theft and insider-related threats
• The potential impact of cyber incidents is increasing as systems,
content and operations become more interconnected, amplifying
the consequence of disruption or data compromise
Risk appetite
We have a low appetite for cyber incidents that could disrupt operations
or compromise systems, content or data. We accept only managed and
proportionate residual risk, supported by strong security, resilience and
recovery controls.
Actions taken & risk management approach
• We operate a recognised cyber security framework and continuously
enhance controls to address evolving threats
• We invest in detection, monitoring and response capabilities to
identify and contain cyber incidents quickly
• We test cyber incident response and decision-making through regular
simulations involving senior leaders and operational teams
• We reduce exposure from legacy systems by upgrading or replacing
end-of-life infrastructure
• We assess the cyber resilience of critical third-party suppliers and
address identified weaknesses
• We deliver mandatory cyber awareness training for all Board members,
employees and freelancers, with targeted training and exercises for
higher risk roles
• We strengthen recovery planning to support the timely restoration of
critical services following a cyber incident
Performance & monitoring
• Volume and severity of cyber security incidents
• Effectiveness of detection and response times
• Cyber resilience and recovery capability for critical systems
• Results of cyber assessments of critical third-party suppliers
• Lessons from simulation exercises
• Risk Committee meets quarterly
Risk and Uncertainties Disclosure continued
8. ARTIFICIAL INTELLIGENCE
Sponsor: Chief Technology Officer
Overview of risk
The increasing use of Artificial Intelligence (AI) introduces new
risks relating to governance, compliance and control. Poor adoption,
weak governance or misuse of AI could affect intellectual property
protection, data security, creative integrity and competitiveness,
despite its potential to enhance productivity and creativity.
Evolving risk landscape
• Rapid advances in AI increases the risk of falling behind competitors if
adoption is slow or ineffective
• AI regulation is evolving quickly across jurisdictions, creating
uncertainty around compliance and permitted use
• Unregulated access to AI tools increases the risk of misuse, errors or
unintended impacts on creative integrity and compliance
• Greater reliance on data and third-party AI tools increases exposure to
data security and intellectual property risks
Risk appetite
We support the responsible use of AI to enhance creativity, efficiency
and insight. We have no tolerance for breaches of applicable law or
regulation, and low tolerance for misuse or outcomes that could
compromise data security, intellectual property, creative integrity
or audience trust.
Actions taken & risk management approach
• We maintain a Group-wide governance framework to support the
responsible and compliant use of AI
• We provide access to licensed and secure AI tools to reduce reliance
on unapproved solutions
• We build AI capability and awareness through mandatory training for
employees and freelancers on responsible AI use, with targeted
training for colleagues in higher-risk roles
• We assess and prioritise AI use cases through defined approval and
oversight processes
• We monitor AI usage to identify emerging risks and ensure alignment
with policies and controls
• We collaborate with industry partners to support the development of
standards for IP protection and watermarking
• We continue to strengthen data governance to support safe and
effective use of AI
• We monitor regulatory developments affecting the use of AI
Performance & monitoring
• Regulatory developments affecting the use of AI
• Volume and nature of approved AI use cases
• Incidents and breaches relating to AI, if any
• AI Governance Committee meets quarterly
9. PEOPLE
Sponsor: Chief People Officer
Overview of risk
ITV’s ability to deliver its strategy depends on attracting, developing
and retaining diverse creative, commercial, technical and leadership
talent. Skills shortages, changing capability requirements or cultural
shortcomings could affect performance, innovation and reputation.
Evolving risk landscape
• Competition for creative, commercial and technical talent continues to
intensify across the media and technology sectors
• Rapid shifts in skills requirements, particularly around digital and AI,
increase the risk of capability gaps emerging
• The conduct and behaviour of high-profile individuals is subject to
increased public, regulatory and stakeholder scrutiny
• Expectations around diversity, inclusion and workplace culture
continue to rise, increasing scrutiny of organisational behaviour and
the consequences of cultural or behavioural failings
Risk appetite
We have a measured appetite for people-related risk where it supports
innovation, inclusion and organisational change. We invest in building
skills, leadership and capability for the future, and have low tolerance
for behaviours or practices that undermine wellbeing, integrity, safety
or engagement.
Actions taken & risk management approach
• We continue to strengthen our Employee Value Proposition to attract
and retain creative, commercial, technical and leadership talent
• We invest in skills development and future capability, with a focus on
leadership, digital and technical skills
• We maintain succession planning for key roles, supported by targeted
development and talent pipelines
• We promote an inclusive, respectful and safe culture through
leadership accountability, colleague networks and training
• We expand accessibility and inclusion support to improve colleague
experience and participation
• We monitor engagement and wellbeing through regular surveys and
use the results to inform targeted actions
• We provide wellbeing support and resources to help sustain colleague
resilience and performance
Performance & monitoring
• Employee turnover and retention trends
• Workforce diversity and inclusion metrics
• Engagement and wellbeing survey results
• Board representative engages with employee representatives
(Ambassadors) on a regular basis
ITV plc Annual Report and Accounts 202546
10. DUTY OF CARE
Sponsor: Chief Executive Officer
Overview of risk
ITV has a duty of care to protect the welfare, mental health and safety
of contributors, participants, colleagues and others connected to our
operations. Inadequate safeguards or ineffective responses to
wellbeing concerns could result in physical or psychological harm,
reputational damage and loss of public trust.
Evolving risk landscape
• The scale and complexity of productions and content formats
increases the challenge of consistently identifying and managing
wellbeing risks
• Societal expectations around welfare, content impact and
organisational responsibility continue to rise, increasing scrutiny of
safeguards and outcomes
• Delays in identifying or responding to emerging concerns may escalate
the risk of harm or reputational impact
Risk appetite
We have a low appetite for risks that could compromise the welfare,
mental health or safety of anyone connected to our operations. While
creative production carries inherent risk, we mitigate this through strong
safeguards, oversight and continuous investment in wellbeing, and have
no tolerance for preventable harm (physical or mental) to individuals.
Actions taken & risk management approach
• We maintain clear Group-wide duty of care governance and oversight
arrangements
• We carry out comprehensive risk assessments across productions,
offices, events and other operating environments
• We provide mandatory training to all employees and freelancers on
duty of care responsibilities and speaking up
• We offer ongoing support to contributors and participants, including
access to aftercare, specialist support and crisis response where
required
• We review internal and industry incidents to strengthen policies,
guidance and practice
• We use reporting and escalation mechanisms to identify issues early
and respond consistently
• We collaborate with industry partners and experts to strengthen
standards and capability across the sector
Performance & Monitoring
• Volume and nature of duty of car and wellbeing concerns raised
• Accident and Incident trends
• Outcomes of duty of care reviews or escalations
• Duty of Care Operating Board meets quarterly
11. OPERATIONAL RESILIENCE
Sponsor: Chief Technology Officer
Overview of risk
ITV’s operational resilience depends on the stability and performance
of broadcast, streaming and enterprise systems, many of which rely on
external partners. Disruptions to these systems could adversely affect
viewer experience, revenue and brand trust.
Evolving risk landscape
• Increasing reliance on digital, cloud-based and IP-delivered services
heightens exposure to technology outages and service disruption
• Broadcast, streaming and content supply chains are increasingly
dependent on third-party providers, increasing the potential
impact of external failures
• Greater system interconnectivity can reduce visibility of critical
dependencies, complicating recovery and extending restoration times
• Transition from traditional broadcast to IP delivery introduces new
resilience risks where infrastructure or partner readiness varies
Risk appetite
We have low appetite for disruption to critical broadcast, streaming and
enterprise services. We accept managed and proportionate resilience
risk where it supports innovation and scalable growth, while reliability
and service continuity remain paramount.
Actions taken & risk management approach
• We design and operate resilient system architecture with appropriate
redundancy and failover for critical systems
• We identify and map critical dependencies to understand supplier
resilience, recovery capabilities and hosting arrangements
• We work with key partners to strengthen resilience, including
diversification where feasible and contractual safeguards where required
• We test incident response and recovery through scenario-based
exercises, including ahead of major live events
• We continue to modernise legacy systems and migrate appropriate
services to more resilient platforms
• We maintain and standardise business continuity and disaster
recovery frameworks across the Group
• We embed resilience and recovery requirements into technology
change and delivery processes
Performance & monitoring
• Availability and performance of critical services
• Outcomes of business continuity and disaster recovery testing
• Number and severity of major operational incidents
• Risk Committee meets quarterly
ITV plc Annual Report and Accounts 2025 47
Strategic Report Governance Financial Statements
Climate-Related Financial Disclosures
Climate change presents evolving risks
and opportunities for ITV, with potential
implications for our operations, cost base,
supply chain, audiences and markets over
the short, medium and longer term.
Wecontinue to assess these impacts
through our established governance,
strategy, risk management and metrics
and targets processes.
Overview
We have prepared our climate-related financial disclosures in line
with the recommendations of the Task Force on Climate-related
Financial Disclosures (TCFD), including the 2021 Annex, and the
relevant requirements of the Companies Act.
Our disclosures address the four TCFD pillars: Governance,
Strategy, Risk Management, and Metrics & Targets.
Our current assessment indicates that climate-related risks
and opportunities do not have a material impact on ITV’s financial
performance or operations. However, we recognise that this may
change over time. We are therefore continuing to develop and refine
our climate-related metrics and targets so that we are well
positioned as expectations and impacts evolve.
Our Climate Transition Plan, which is updated at least every three
years in line with Transition Plan Taskforce (TPT) guidance, sets
out our longer-term pathway to Net Zero and the progress we
are making.
While our overall approach to managing climate risks is consistent with
prior years, in 2025 we strengthened our governance arrangements
and refreshed our climate scenario analysis to reflect the latest data,
policy developments and market conditions.
Metrics & Targets
Metrics
ITV monitors a range of climate-related metrics to support
oversight and decision-making. These metrics are reviewed
regularly to ensure they remain relevant and aligned with recognised
standards and stakeholder expectations. There were no material
changes to KPI calculation methodologies during the year.
In line with TCFD guidance, we continue to assess the relevance
of broader cross-industry climate metrics. We recognise that data
availability, methodologies and comparability continue to evolve,
particularly in certain Scope 3 categories.
Targets
ITV has a long-term ambition to reduce absolute emissions by 90%
by 2050 from a 2019 baseline, aligned to the Science Based Targets
Initiative (SBTi) Net Zero definition. Our previously validated 2030
Science Based Targets remain in place.
We continue to assess practical decarbonisation actions and how
these can be embedded into business planning. We also keep under
review tools and approaches that may support future decision-
making as market practice and technology develop.
Progress against targets
Our Scope 1 and Scope 2 emissions remain below our target
trajectory. Reductions have been driven by building consolidation,
the decommissioning of boilers at one of our hubs, wider energy
efficiency measures and the transition to electric and hybrid
vehicles. Reductions in Scope 3 emissions have primarily reflected
more disciplined procurement and sustained lower levels of
corporate travel.
We continue to improve the quality and completeness of Scope 3
data to support more accurate tracking and to inform future
decarbonisation actions. Our Climate Transition Plan prioritises
actions across material Scope 3 categories over the coming years
in support of ITV’s Net Zero ambition.
Emissions
Scope 1, Scope 2 and relevant Scope 3 emissions, together with
information on external assurance, are set out in the Streamlined Energy
and Carbon Reporting (SECR) disclosure on page 39. Our emissions are
reported in accordance with the GHG Protocol Corporate Accounting
and Reporting Standard and relevant industry guidance. Further details
are provided in the Basis of Reporting.
Governance
Board oversight
The Board oversees how ITV manages climate-related risks
and opportunities as part of its wider governance framework
and consideration of strategy, risk management and longer-
term viability.
The Board is supported by the Audit and Risk Committee, which
oversees the adequacy, integrity and regulatory compliance of the
climate-related financial disclosures. The Audit and Risk Committee
is also responsible for ensuring appropriate independent limited
assurance is obtained over relevant climate metrics and targets,
where applicable.
The Audit and Risk Committee is supported by the Risk Committee,
which provides strategic oversight of climate-related risks and
opportunities. The Risk Committee operates with delegated
authority from the Group Executive Committee (Group ExCo)
to make decisions, provide direction and recommend actions or
improvements within its remit. It monitors progress against the
Climate Transition Plan and escalates key decisions and actions
through the Audit and Risk Committee to the Board as appropriate.
Management roles
Overall responsibility for climate-related strategy sits with the
Group ExCo, which ensures climate considerations are integrated
into ITV’s wider business strategy and decision-making.
The Group ExCo is supported by the Risk Committee and the
Sustainability team, which monitors climate-related physical
and transition risks and coordinate activity across the Group.
At a divisional level, The ITV Studios Board and the Media &
Entertainment Board review climate-related risks and
opportunities at least annually.
Day-to-day management is supported by Green Leads and Green
Teams across ITV, working with the Sustainability team, with
material issues escalated where appropriate.
Remuneration
Environmental, Social and Governance (ESG) considerations form part
of the overall performance framework for senior management. Where
climate-related considerations are included, they are part of broader
performance frameworks rather than standalone financial targets.
Further detail is set out in the Directors’ Remuneration Report.
ITV plc Annual Report and Accounts 202548
Strategy
Climate-related risks and opportunities
Through our established risk management processes, we have
identified climate-related risks and opportunities relevant to ITV.
These include:
Risks
• Resilience to extreme weather events
• Changes to the advertising sector
• Increase in net zero transition costs
Opportunities
• Driving revenue growth through net zero aligned partnerships
• Innovation and new working practices create efficiencies and
reduce costs
These risks and opportunities are assessed across short-, medium-
and long-term time horizons, consistent with ITV’s strategic
planning and viability assessment processes.
Further detail on context, time horizon and impact
areas is provided in the Detailed Risks and Detailed
Opportunities sections.
Impact on ITV
At present, the financial impact of climate-related risks and
opportunities is assessed as low at Group level. Potential impacts
are expected to arise primarily through operating costs, production
disruption, insurance costs, advertising revenue and longer-term
capital planning, rather than immediate balance sheet effects.
Based on current analysis, climate-related risks are not expected to
threaten ITV’s long-term viability, liquidity or operational resilience.
This assessment is reviewed regularly as climate science, regulation
and market conditions evolve.
Climate scenario pathways and time horizons
ITV uses climate scenario analysis to assess the resilience of its
strategy under a range of plausible future climate outcomes. In line
with TCFD guidance, we use internationally recognised Network for
Greening the Financial System (NGFS) and Intergovernmental Panel
on Climate Change (IPCC) scenarios to assess climate related risk
and opportunities. The scenarios considered are:
• Net Zero (~1.5°C): A rapid and coordinated global transition, with
higher near-term transition risk and lower long-term physical risk.
• Delayed Transition (≈2.0°C): A later and more disorderly
transition, with elevated transition and physical risks.
• Current Policies (≈3.0°C): Limited additional climate action,
resulting in lower short-term transition risk but significantly
higher physical risk over time.
Climate-related risks and opportunities are assessed across the
following time horizons, which are aligned to ITV’s planning and
governance frameworks:
• Short term: 0-1 years (Annual reporting period)
• Medium term: 1–3 years (Strategic planning cycle and viability
assessment period)
• Long term: 3-10+ years (aligned to science-based and
Net Zero targets)
Impacts are assessed using the same financial threshold
framework applied across ITV’s enterprise risk management
processes. RAG Ratings reflect estimated annual financial
impact, taking account of both cost and revenue effects.
The financial thresholds used are:
Rating Risk Opportunity
Minimal increase in
expenditure and/or
reduction in revenue (up to £1
million annually)
Significant benefit (over
£10 million annually)
Moderate increase in
expenditure and/or reduction
in revenue (between £1 and
£10 million annually)
Moderate benefit
(between £1 and
£10 million annually)
Significant increase in
expenditure and/or reduction
in revenue (over £10 million
annually)
Minimal benefit
(up to £1 million annually)
Scenario analysis is used to test the direction, timing and relative
magnitude of potential impacts and to assess strategic resilience.
It does not constitute a financial forecast.
Our resilience
Building on the climate scenarios described above, ITV seeks to assess
and strengthen the resilience of its strategy across a range of climate
outcomes, including those aligned to 2°C or lower warming scenarios.
Managing climate-related risks and opportunities forms part of our
wider Climate Transition Programme and informs strategic priorities.
During 2025, this work supported a review of management
preparedness under different transition pathways and identified
areas where resilience can be strengthened over time.
ITV plc Annual Report and Accounts 2025 49
Strategic Report Governance Financial Statements
Detailed Risks
3. INCREASE IN NET ZERO TRANSITION COSTS (TRANSITION RISK)
Risk description
The transition to a low-carbon economy may increase ITV’s costs
through volatile energy markets, carbon pricing mechanisms, regulatory
requirements and increased supplier costs across the value chain.
Why this matters to ITV
ITV relies on energy-intensive studios and production activity, as well as
a broad supplier base. Sustained increases in energy, production or
supply-chain costs could place pressure on margins if not offset through
efficiency measures, pricing, or operational changes
Potential impacts
• Higher operating and production costs
• Higher supply-chain and input costs passed through from suppliers
• Additional capital investment required to support decarbonisation
Assessment by scenario and time horizon
Short Medium Long
Net Zero (1.5°C)
Delayed Transition (2.0°C)
Current Policies (3.0°C)
Link to principal risks
This risk links primarily to the Operational Resilience principal risk,
reflecting exposure to rising operating and supply chain costs, with
implications for cost efficiency and margin management.
Actions taken to build resilience
• Energy efficiency and site consolidation programmes
• Transition to lower-emission vehicles and energy sources
• Engagement with suppliers to improve emissions data and reduce cost
pass-through
• Enhanced monitoring of energy hotspots through real-time building
sub-metering
Monitoring
• Scope 1, 2 and relevant Scope 3 emissions
• Progress against ITV’s emissions reduction targets
• Monitoring of energy prices, renewable energy solutions and supplier
cost trends
2. CHANGES TO THE ADVERTISING SECTOR (TRANSITION RISK)
Risk description
As governments, regulators and consumers focus more on climate
change, advertising rules and market expectations are changing. This
could reduce advertising spend from carbon-intensive sectors, increase
scrutiny of the carbon intensity of media platforms and lead to a
decrease in advertising revenue.
Why this matters to ITV
Advertising is a core revenue stream for ITV. Changes in regulation or
advertiser behaviour could reduce demand from certain sectors or
require changes to commercial practices.
Potential impacts
• Decrease in advertising revenue, particularly from
carbon-intensive sectors
• Increased compliance and monitoring requirements
• Reputational impact affecting advertiser and audience trust
Assessment by scenario and time horizon
Short Medium Long
Net Zero (1.5°C)
Delayed Transition (2.0°C)
Current Policies (3.0°C)
Link to principal risks
This risk links primarily to the Commercial principal risk, with a clear
interaction with Changing Viewer Dynamics principal risk, reflecting
shifts in advertiser demand, regulation and audience expectations.
Actions taken to build resilience
• Ongoing engagement with industry bodies and regulators on
advertising standards and requirements
• Diversification of the advertiser base and commercial
climate-related offerings
• Development of thought leadership and guidance on sustainable and
responsible advertising
• Improving our data collection processes and prioritising supplier
engagement to meet market appetite for low carbon media platforms
Monitoring
• Proportion of advertising revenue from net zero aligned brands
• Monitoring of regulatory developments affecting advertising
• Participation in sustainable advertising initiatives across the sector
1. RESILIENCE TO EXTREME WEATHER EVENTS (PHYSICAL RISK)
Risk description
Climate change is increasing the frequency and severity of extreme
weather events such as flooding, heatwaves, storms and wildfires. These
events can disrupt filming on location, damage equipment and facilities
and interrupt live broadcast, leading to increased operating costs and
potential reduction in advertising revenue.
Why this matters to ITV
ITV relies on complex production schedules and live broadcasting.
Disruption to filming or live events can lead to higher costs, delays, lost
advertising revenue and increased insurance claims.
Potential impacts
• Disruption to production schedules and live broadcasting
• Damage to production assets, sets and facilities
• Increased operating and insurance costs
• Reduced advertising revenue
Assessment by scenario and time horizon
Short Medium Long
Net Zero (1.5°C)
Delayed Transition (2.0°C)
Current Policies (3.0°C)
Link to principal risks
This risk links primarily to the Operational Resilience principal risk, with
secondary impacts on the Commercial principal risk, reflecting potential
disruption to production delivery, broadcasting continuity and revenue.
Actions taken to build resilience
• Production risk assessments that include weather and climate
considerations
• Use of real-time weather monitoring and alert systems
• Flexible scheduling and contingency planning for productions
and live events
• Integration of climate considerations into business continuity and
insurance arrangements
Monitoring
• Number of production days disrupted by extreme weather
• Financial impact of weather-related incidents
• Trends in insurance claims and premiums linked to climate events
Climate-Related Financial Disclosures continued
ITV plc Annual Report and Accounts 202550
Detailed Opportunities
1. DRIVING REVENUE GROWTH THROUGH NET ZERO ALIGNED
PARTNERSHIPS (TRANSITION OPPORTUNITY)
What is the opportunity
The transition to a net zero economy may open up new markets and
advertising revenue opportunities for ITV. As brands adapt their product
and service offerings, there is an opportunity for ITV to support both
existing and new advertisers through commercial innovation and content
that reflects evolving sustainability themes.
Why this matters to ITV
Advertising is a core revenue stream for ITV. Remaining an attractive
destination for advertisers as they adapt their product lines and
messaging to the net zero transition can help protect existing revenues
and support incremental growth over time.
Potential impacts
• Increased advertising revenue, including from sustainable product and
service lines
• Greater diversification of the advertiser base and revenue mix
• Improved commercial differentiation through relevant content
and partnerships
Assessment by scenario and time horizon
Short Medium Long
Net Zero (1.5°C)
Delayed Transition (2.0°C)
Current Policies (3.0°C)
Link to principal risks
This opportunity relates primarily to the Commercial principal risk,
supporting revenue diversification and resilience in a changing
advertising market.
Actions taken to realise the opportunity
• Development of sustainable advertising propositions and products
• Engagement with advertisers committed to net zero targets
• Participation in industry initiatives to support lower-carbon
advertising standards
Monitoring
• Proportion of advertising revenue from net zero aligned brands
• Uptake of sustainable advertising products
• Advertiser engagement and audience response regarding climate-
related campaigns
2. INNOVATION AND NEW WORKING PRACTICES CREATE
EFFICIENCIES AND REDUCE COSTS (TRANSITION OPPORTUNITY)
What is the opportunity
Operational innovation and new working practices – including carbon
reduction initiatives and new technologies such as electric batteries,
remote production and improved connectivity – can reduce emissions
while also increasing operational efficiency and lowering costs across
our facilities and production activities.
Why this matters to ITV
Improving efficiency and reducing emissions helps ITV manage cost
pressures associated with the net zero transition, supports progress
against emissions reduction targets and reduces exposure to rising
costs and operational disruption over time.
Potential impacts
• Reduced operating and energy costs
• Lower emissions across ITV’s operations, supporting progress against
emissions reduction targets
• Reduced exposure to rising carbon costs and operational disruption
Assessment by scenario and time horizon
Short Medium Long
Net Zero (1.5°C)
Delayed Transition (2.0°C)
Current Policies (3.0°C)
Link to principal risks
This opportunity supports the management of the Commercial principal
risk by helping mitigate cost pressures and improve efficiency.
Actions taken to realise the opportunity
• Investment in energy efficiency, site optimisation and carbon
reduction initiatives
• Adoption of lower-emission technologies, including remote and
low-carbon production methods
• Review of working practices to improve efficiency, reduce travel
and strengthen resilience
Monitoring
• Energy consumption and operating cost trends
• Emissions reductions linked to operational initiatives
• Delivery of planned efficiency and technology programmes
RISK MANAGEMENT
Identifying climate-related risks and opportunities
Climate-related risks and opportunities are identified through
a continuous and collaborative process, led by the Sustainability team,
with support from Green Leads and Green Teams across the business.
This process draws on internal expertise and relevant external insights
to ensure climate considerations are appropriately reflected within ITV’s
wider risk identification activities.
Assessing climate-related risks and opportunities
Climate-related risks and opportunities are assessed at the Group,
divisional, and entity levels, using a combination of qualitative
assessment and, where appropriate, quantitative analysis. Scenario
analysis is applied to help assess potential impacts across a range of
climate pathways, including 1.5°C, 2°C and 3°C+ warming outcomes,
extending to 2050.
These scenarios are illustrative tools rather than forecasts and are
reviewed periodically to reflect developments in climate science, policy
and market conditions. Climate-related risks are assessed relative to
other Group risks using consistent criteria, enabling appropriate
prioritisation and escalation.
Managing and Monitoring
Each climate-related risk has an assigned owner responsible
for overseeing mitigation actions and ongoing management. Progress
is monitored through established governance forums, with regular
reporting to ensure emerging issues are identified and addressed
in a timely manner.
Integration with overall Risk Management
Climate-related risks are fully integrated into ITV’s enterprise
risk management framework and considered alongside other business
risks. While climate change is not currently classified as a Principal risk, it
is recognised as an emerging risk with medium to long-term implications
and is linked to relevant principal risks, including Commercial, Content
Market, Changing Viewer Dynamics and Operational Resilience.
ITV plc Annual Report and Accounts 2025 51
Strategic Report Governance Financial Statements
Long-term Viability Statement (LTVS) Disclosure
How we assess prospects and risks
The Board plays an active role in assessing ITV’s
long-term prospects and resilience as part of its
oversight of strategy and risk. In doing so, the Board:
• Reviews and approves the Group’s strategy and
long-term financial plan
• Monitors performance against the plan
throughout the year
• Reviews principal and emerging risks; and
• Reviews and challenges management’s
modelling and stress-testing of the financial
plan, satisfying itself that the conclusions
are robust
The Board and its committees receive regular
briefings on developments that may affect future
performance, including:
• Changing viewer behaviour and competition
from global streaming platforms
• Advertising market trends and
macroeconomic conditions
• Developments in the global content market
• Technological advancements, including
artificial intelligence
• Environmental and climate-related risks
During 2025, the Board gave particular attention
to economic conditions and structural change in
media markets. This included reviewing liquidity
forecasts, financing headroom and alternative
operating scenarios.
These activities are supported by regular financial
reviews, re-forecasting and continued focus on
efficiency, reinforcing the Group’s resilience and
long-term sustainability.
How we assess viability
In assessing long-term viability, the Board
considered the Group’s current financial position,
business model, strategy and principal risks.
The assessment is based on the Board-approved
five-year plan (2026–2030), approved in
December 2025. The Board reviewed the key
assumptions in that plan, including revenue
outlook, cost structure, capital allocation
and financing arrangements.
Given the evolving external environment, the
Board also considered alternative structural and
operational bases over the assessment period.
Management prepared detailed modelling and
cash flow forecasts for each of the structural
and operational bases and applied the various
downside scenarios, including a combined
scenario, to each base forecast. The Board
reviewed this analysis in depth, challenged key
assumptions and sensitivities, and satisfied
itself that the conclusions were robust.
As part of this review, the Board considered
projected liquidity, committed financing facilities
and covenant headroom under severe but
plausible downside scenarios, both individually
and in combination.
In forming its view, the Board considered both
downside risks and the inherent flexibility within
the Group’s cost base, balance sheet and capital
allocation framework.
Assessment period for viability
The Board has assessed the Group’s viability
over the three-year period to 31 December
2028. The Board considers three years to
be appropriate because:
• It aligns with the approved 2026 budget and
medium-term plan covering 2027–2028
• Forecast visibility in advertising and content
markets reduces beyond this horizon
• The Group does not typically undertake
long-dated capital projects requiring a longer
assessment period
• Pension funding arrangements operate on a
three-year cycle
The Board also considered whether a longer
period would provide meaningful additional
insight and concluded that increased uncertainty
beyond three years would reduce the reliability of
forecasts without improving the assessment..
Assumptions applied
The viability assessment reflects the Group’s
current strategy, financial position and committed
financing arrangements.
In the combined severe but plausible downside
scenario, the modelling assumes a material reduction
in advertising revenue, weaker performance in
Studios and Streaming, and a significant operational
disruption. The Board considered the impact of
these factors on profitability, cash generation,
liquidity and financing headroom over the
assessment period.
The key assumptions underlying the
assessment include:
• Continued access to committed
financing facilities
• Compliance with financial covenants,
including the contractual flexibility available
within those arrangements
• The ability to take appropriate management
actions, including cost reductions and capital
allocation flexibility, if required
• No occurrence of events outside the range
of severe but plausible scenarios considered
The Board considered the contractual flexibility
within its financing arrangements and the range
of management actions available to maintain
compliance. It is satisfied that these actions are
within management’s control and would preserve
financial resilience.
The modelling also reflects the potential impact
of rating agency metrics and associated financing
costs under the severe downside scenario.
The Board considers these assumptions and
scenarios to be severe but plausible, including the
combined downside scenario. The assessment
does not assume any extraordinary external
support or actions outside the normal range
of management responses.
ITV plc Annual Report and Accounts 202552
Scenarios modelled
1+2 3 4 5 6
A significant and sustained downturn in
advertising revenue from 2026, 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
outcomes impacting revenue
Business area impacted: Media
& Entertainment
Link to Principal risks:
• Principal Risk 2: Commercial
• Principal Risk 3: Changing
Viewer Dynamics
• Principal Risk 5: Policy & Regulation
A significant loss in revenue driven
through the reduction in our buyers
content budgets, reducing the
commissioning of key brands or the
volumes. Additionally we lose key
programme brands within the ITV Studios
Division impacting our format growth
Business area impacted: Studios
Link to Principal risks:
• Principal Risk 1: Content Market
• Principal Risk 5: Changing
Viewer Dynamics
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
Business area impacted: Group
Link to Principal risks:
• Principal Risk 2: Commercial
• Principal Risk 4: Data
• Principal Risk 7: Cyber Security
• Principal Risk 11: Operational Resilience
Placeholder for major outflows related
to 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
on page 84.
A combination of scenarios 1 to 3 above
occurring simultaneously
Business area impacted: Group
Link to Principal risks:
• Principal Risk 1: Content Market
• Principal Risk 2: Commercial
• Principal Risk 3: Changing
Viewer Dynamics
• Principal Risk 5: Policy & Regulation
Further detail on how we mitigate the principal risks is provided in the risk and uncertainties section (pages 43 to 47).
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 report for further detail (pages 48 to 51).
ITV plc Annual Report and Accounts 2025 53
Strategic Report Governance Financial Statements
Long-term Viability Statement (LTVS) Disclosure continued
Viability assessment
Under each of the scenarios considered, and
assuming the combined severe but plausible
downside events occur simultaneously, the Board
concluded that the Group would maintain sufficient
liquidity throughout the assessment period.
The Board reviewed projected cash flows,
committed financing facilities and covenant
headroom over the three year period to
31December 2028. The Board considered
the contractual flexibility within its financing
arrangements and the actions available to
management to maintain compliance if required.
The Board also considered the potential impact
of rating agency metrics under the combined
downside scenario. While certain thresholds
would be exceeded in that stress case, this does
not affect the availability of committed facilities
and has been reflected in the modelling.
Having considered these factors, the Board
is satisfied that the Group would continue to
operate within its committed facilities and remain
financially resilient under the scenarios assessed.
Potential mitigations
In reaching its conclusions, the Board considered
the range of actions available to management to
preserve financial strength if required.
These include operational cost efficiencies,
disciplined capital allocation and flexibility over
the timing and scale of shareholder distributions.
The Board is satisfied that these actions are within
management’s control and could be implemented
in a timely manner, providing additional flexibility
in the event that downside risks materialise
Viability Statement
Taking account of the Group’s current position,
principal risks, the scenarios assessed and the
mitigating actions available, the Directors have
a reasonable expectation that the Group will
be able to continue in operation and meet its
liabilities as they fall due over the three year
period to 31 December 2028.
The Strategic Report was approved by the
Board and signed on its behalf by:
Chris Kennedy
Group CFO and COO
5 March 2026
ITV plc Annual Report and Accounts 202554
Dear Shareholder
I am pleased to present our Corporate
Governance Report for 2025.
Year in review
In 2025 we celebrated 70 years of ‘Making
What Matters’. ITV continues to evolve from a
traditional broadcaster into a global streaming
and production powerhouse. Despite a complex
media landscape, our creative output remains
impactful and relevant.
During the year we held two dedicated Board Strategy
sessions, in June and December. At both sessions we
rigorously reviewed the ongoing relevance of the
strategy and considered progress in its delivery
against the backdrop of a rapidly changing
external environment.
Board performance review
ITV adheres to the UK Corporate Governance
Code 2024 (the Code) by commissioning a formal,
externally facilitated evaluation of the Board
every three years and in line with this cycle a
review was carried out by an independent
third-party firm in 2025. This process involved a
rigorous examination of the Board’s effectiveness,
its operational dynamic, strategic focus and
alignment with stakeholder interests. The findings
were reviewed by the Board in December and
identified areas for development, ensuring the
Board is optimally configured and performing
to support the strategy.
Culture
Good performance relies on the Company’s
culture being aligned with its purpose, values
and strategy. As ITV continues its transformation
into an increasingly digital business, adopting new
ways of working to improve agility, the Board
recognises the importance of continuing to foster
and monitor a positive and transparent culture
across the organisation. We have assessed and
monitored how the Company’s desired culture
has been embedded, ensuring it supports
transparency, trust, and inclusion.
Please see pages 75 to 78 for the key ways in
which the Board and its Committees monitored
and assessed culture during 2025.
Engaging with our stakeholders,
including our workforce
The Board considers our stakeholder engagement
framework to be central to the Group’s ability to
deliver tangible, positive impact and long-term
value. The maintenance of robust and constructive
relationships with our diverse stakeholder base is
paramount to fostering a resilient and sustainable
business model capable of executing the ‘More
Than TV’ strategy. Our specific engagement
mechanisms and the outcomes throughout
the 2025 financial year are provided within
the Strategic Report.
Shareholder feedback represents a critical
and valued input into the Board’s strategic
deliberations and is integrated into the Group’s
operational and governance decision-making
processes. Board members maintain ongoing
dialogue with the shareholder community via a
structured programme that includes targeted
one-to-one meetings and participation in relevant
investor conferences. Furthermore, the Annual
General Meeting functions as the formal conduit,
ensuring shareholders have the opportunity to
address the Board directly.
Diversity
The Board fully recognises the importance of
diversity, inclusion and equal opportunity of all
kinds, in line with Principle J of the Code. We are
proud that our gender and ethnic diversity
representation on the Board continues to meet
the UK Listing Rules (‘UKLR’), Hampton-Alexander
and Parker targets. We continue to drive progress
through ITV’s Diversity Acceleration Plan and
2025 marks the third anniversary of our Diversity
Commissioning Fund. For a detailed breakdown of
our UK workforce diversity data, please refer to
our Diversity and Inclusion report.
2026 Annual General Meeting
The 2026 AGM will be held on Thursday 7 May at
11.00 am. All meeting arrangements are available
to view on the Company’s website.
I would like to take this opportunity to express my
sincere gratitude to my fellow Board members,
the Group Executive Committee and all of our
colleagues, who served with commitment and
resilience during another year of strategic growth
and change for the Group.
Andrew Cosslett
Chair
5 March 2026
Chair’s Governance Statement
Andrew Cosslett
Chair
I would like to take
this opportunity to
express my sincere
gratitude to my fellow
Board members, the
Group Executive
Committee, and all
of our colleagues...
ITV plc Annual Report and Accounts 2025 55
Strategic Report Governance Financial Statements
THE 2024 UK CORPORATE GOVERNANCE CODE (THE CODE)
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 two divisions 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 64 to 74) and
establishing a clear and aligned Company
purpose, strategy and values. Please also see
pages 75 to 78 for how the Board assesses and
monitors culture. The Board ensures governance
reporting focuses on decisions and their
outcomes (Principle C). It also assesses and
monitors how the desired culture has been
embedded within the organisation (Provision 2).
Division of responsibilities
The Board consists of two Executive Directors,
eight independent Non-executive Directors (one
of which is our Senior Independent Director) and
the Non-executive Chair, who was considered
independent on appointment to the Board. For
Board meeting attendance, please see page 62.
Additional external appointments of Board
members during 2025 received prior Board
approval. The Directors’ other time
commitments were assessed in accordance
with the procedure and factors set out on page
80 and were determined to be in line with the
key institutional investor and investor body
guidelines. The Board maintains the clear
separation of roles, particularly the Chair and
CEO, and understands the importance of
independent Non-executive Directors.
Composition, succession
and evaluation
The Nominations Committee Report from page
81 sets out its activities and areas of focus during
2025, including Board and management level
succession planning and recruitment, Board
composition and skills, Board and Company
diversity progress updates and the Board
performance review. Appointments and
succession plans promote diversity, inclusion
and equal opportunity (Principle J). The annual
Board performance review considered the
Board’s composition, diversity, and effectiveness
in achieving objectives (Principle L) is detailed on
page 79.
Audit, risk and internal control
The Audit and Risk Committee Report on page
84 onwards describes the work of the Audit and
Risk Committee and how it discharges its role
and responsibilities. The Committee reviewed
the enterprise risk management framework as
well as assessing management’s review and
strengthening of the Group’s internal control
framework across operating, reporting and
compliance, finances and IT, applying an increase
in 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, internal controls and details of
how the Committee focused on audit quality are
set out in the Audit and Risk Committee report.
The Board notes the requirements of Provision
29 of the Code, which reinforces its existing
responsibility to monitor and review the
effectiveness of all material controls (financial,
operational, reporting and compliance) and the
new requirement to include a declaration Annual
Report from 2026 on the effectiveness of
material controls as at the balance sheet date,
providing a description of any material controls
that have not operated effectively and the
remedial actions taken. We have outlined the
steps taken in relation to this in the Audit and
Risk Committee report on page 91.
Remuneration
The Remuneration Report set out on page
95 describes the work of the Remuneration
Committee and sets out how executive
remuneration and performance 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.
In line with the Code, appropriate malus and
clawback provisions (Provision 37) are in place
and are outlined in the Remuneration Report.
Chair’s Governance Statement continued
During 2025, the Company fully complied with all the Provisions of the Code, with the exception of Provision 15, please see page 80 for an
explanation of the short period in which the Group CFO and COO held two listed non-executive directorships. The Code, issued by the
Financial Reporting Council (FRC), and associated guidance are available on the FRC website at www.frc.org.uk .
ITV plc Annual Report and Accounts 202556
CHRIS
KENNEDY
Group CFO and COO
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, ensuring ITV’s
transformation into a successful digitally led media and
entertainment company, as well as driving a rationalisation and
cost savings initiative. As the business continued to evolve, he
took on the broader role of Chief Operating Officer and Chief
Finance Officer in December 2021. He was previously Chief
Financial Officer of Micro Focus International plc, ARM Holdings
plc and easyJet plc, where he spent five years and was voted
FTSE 100 CFO in 2015. He was a Non-executive Director at
Whitbread plc and Great Ormond Street Hospital Trust before
stepping down from both roles in 2025.
Current external appointments: Non-executive Director of
Tesco plc and Trustee of the EMI Group Archive Trust.
Appointed:
21 February 2019
Board of Directors
Committee membership
A
Audit and Risk
N
Nominations
R
Remuneration
N
R
ANDREW
COSSLETT, CBE
Chair, Chair of the
Nominations
Committee
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.
He began his career at Unilever in a variety of branding and
marketing roles before joining Cadbury Schweppes where he held
senior international roles over a 14-year tenure. From 2005 to 2011,
he was Chief Executive Officer (CEO) for InterContinental Hotels
Group (IHG) where he created value by leveraging the power
of its brands alongside executing a programme of significant
transformational and cultural change. He then 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
was appointed to the Board of Kingfisher plc in June 2017 where he
served as Chair before stepping down in 2024. Andrew received a
CBE for services to the RFU in the 2022 New Year’s Honours List.
Current external appointments: Chair, Johnson Matthey plc.
Appointed:
1 June 2022
DAME CAROLYN
MCCALL, OBE
Chief Executive
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 led ITV plc’s significant
transformation in the competitive digital media landscape since
joining in 2018, successfully evolving it from a linear organisation
to a strong linear and digital media, entertainment and global
production business. Previously, as CEO of easyJet (2010 to
2017), she led a turnaround focused on customer service and
affordability, resulting in a quadrupling of the share price. From
2006 to 2010, Carolyn was CEO of the Guardian Media Group,
where she established the investment trust that secured the
Guardian’s financial and editorial independence. She was CEO
of Guardian Newspapers Ltd from 2002, and launched Guardian
Unlimited, one of the first digital news services. In 2024, Carolyn
joined the Board of the Royal Ballet & Opera as a Trustee and
serves on its Finance and Commercial Committee. She is also a
Non-executive Director (NED) of Bridgepoint plc and President
of The Marketing Society. Her prior NED roles include Burberry
plc, Tesco plc, Lloyds Bank plc, and New Look Group plc. She
also served as a Trustee of the Royal Academy for eight years
and chaired their Corporate Advisory Board. Carolyn was
awarded a DBE in 2016 for services to the aviation industry
and an OBE in 2008 for services to women in business. She
was named Veuve Clicquot Businesswoman of the Year in 2008
and has received business leadership awards from the Evening
Standard, City AM, and Management Today.
Current external appointments: Non-executive Director of
Bridgepoint Group plc and Trustee at the Royal Opera and Ballet.
Appointed:
8 January 2018
EDWARD
BONHAM
CARTER
Senior Independent
Director
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 into
the understanding of stock markets and investor expectations.
He started his career at Schroders as an investment analyst
before moving to Electra Investment Trust where he was a fund
manager. He then joined Jupiter Fund Management plc in 1994
as a UK fund manager and Chief Investment Officer (1999 to
2010) before becoming the Group Chief Executive and then
Vice Chairman, stepping down in 2021. He was previously
a Non-executive Director and Senior Independent Director
at Land Securities Group plc before stepping down from
this role in 2024.
Current external appointments: Trustee of
The Esmee Fairbairn Foundation and Chairman
of Netwealth Investments Ltd.
Appointed:
11 October 2018
N
R
ITV plc Annual Report and Accounts 2025 57
Strategic Report Governance Financial Statements
MARGARET
EWING, CBE
Independent
Non-executive
Director, Chair of the
Audit and Risk
Committee
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’s skills and experience give her
substantial insight into the Company’s reporting and risk
management processes.
Current external appointments: Non-executive Director of
International Consolidated Airlines Group, S.A. and Senior
Independent Director of ConvaTec Group plc.
Appointed:
31 October 2017
GRAHAM
COOKE
Independent
Non-executive
Director,
Workforce
Engagement
Director
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, with a focus on user-centric product
design and scalable technology platforms. He is the Founder
and CEO of Brava Finance, a stablecoin portfolio management
technology company building institutional-grade infrastructure
for digital credit and programmable capital markets. He
previously founded Qubit, a leading provider of e-commerce
personalisation technology, which served global enterprise
retailers. Prior to founding Qubit, he spent five years at Google,
where his most recent role was leading Google’s global strategy
for conversion rate optimisation, driving significant commercial
impact across major clients. Graham has been working with web
technology since 1995, designing and building products using
emerging technologies.
Current external appointments: Non-executive Director of
RWS Holdings PLC.
Appointed:
1 May 2020
DAWN
ALLEN
Independent
Non-executive
Director
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
sectors. She joined Tate & Lyle PLC in 2022 as Chief Financial
Officer where she was heavily involved in developing the global
strategy, digital capabilities and processes. She stepped down
from this position in 2024 to take up the role of Chief Financial
Officer at Haleon PLC. 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 of
Haleon plc.
Appointed:
2 October 2023
Committee membership
A
Audit and Risk
N
Nominations
R
Remuneration
A
N
A
A
N
SHARMILA
NEBHRAJANI,
OBE
Independent
Non-executive
Director,
Chair of the
Remuneration
Committee
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 iPlayer. Sharmila
studied medicine at the University of Oxford, is a chartered
accountant and was made an OBE in 2014 for services to
medical research.
Current external appointments: Non-executive Director
of Severn Trent plc, Non-executive Director of Halma plc and
Chairman of National Institute for Health and Care Excellence.
Appointed:
10 December 2020
N
R
Board of Directors continued
ITV plc Annual Report and Accounts 202558
MARJORIE
KAPLAN
Independent
Non-executive
Director
Key areas of expertise: Business Transformation, Creative
Industry, Media and Media IP, Strategy, People and Talent
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. She served as
a Non-executive Director at ProSieben where she stepped
down in April 2024.
Current external appointments: Non-executive Director
of ARTDAI and Senior Executive Mentor at Merryck & Co.
Appointed:
1 September 2023
Committee membership
A
Audit and Risk
N
Nominations
R
Remuneration
GIDON
KATZ
Independent
Non-executive
Director
Key areas of expertise: Business Transformation, Creative
Industry, Finance and Treasury, Audit, 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
before stepping down in April 2025. Prior to joining Roku he was
President of Direct to Consumer for NBCU, launching Peacock
in the US Before moving to the US 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: n/a
Appointed:
18 July 2022
HELEN
ASHTON
Independent
Non-executive
Director
Key areas of expertise: Business Transformation, Digital,
Finance and Treasury, Audit, Strategy, Technology and Data
Key skills and experience: Helen is a highly accomplished
British executive with a distinguished career spanning diverse
sectors, including retail, financial services, and business
services. She has over 30 years’ experience of working in public
and private equity backed businesses and has extensive, recent
and relevant financial experience including serving as the Chief
Financial Officer of ASOS plc (2015 to 2018). She has also held
executive level roles at Lloyds Banking Group, Barclays, and
Asda Group, demonstrating her expertise in driving financial
performance and strategic initiatives. Prior to those roles
she built a strong foundation in finance at companies such as
British Steel, British Aerospace and Granada Media Group.
Current external appointments: Non-Executive Director
at Entain plc.
Appointed:
13 May 2025
R
A
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:
itvplc.com/investors/governance
A
ITV plc Annual Report and Accounts 2025 59
Strategic Report Governance Financial Statements
Group Executive Committee
KELLY WILLIAMS
Managing Director,
Commercial
Appointed:
December 2014
KYLA MULLINS
General Counsel and
Company Secretary
Appointed:
January 2019
Full biographies are available on our website:
www.itvplc.com/about-itv/group-executive-
committee
SIMON FARNSWORTH
Chief Technology Officer
Appointed:
January 2024
ADE RAWCLIFFE
Chief People Officer
Appointed:
September 2020
KEVIN LYGO
Managing Director,
Media&Entertainment
Appointed:
August 2010
MAGNUS BROOKE
Director of Strategy,
Policyand Regulation
Appointed:
February 2021
JULIAN BELLAMY
Managing Director,
ITVStudios
Appointed:
February 2016
PAUL MOORE
Group Communications and
Corporate Affairs Director
Appointed:
July 2018
CHRIS KENNEDY
Group CFO and COO
Appointed:
February 2019
CAROLYN MCCALL
Chief Executive
Appointed:
January 2018
GROUP EXECUTIVE
COMMITTEE COMPOSITION
*
GENDER
Men
6
Women
2
* Carolyn McCall and Chris Kennedy
are not included in these tables.
They are included in the Board
composition numbers.
ETHNICITY
People of Colour
1
White
7
DISABILITY
Disability or long-term health
condition 2
No disability or long-term health
condition 6
ITV plc Annual Report and Accounts 202560
Corporate Governance
The written responsibilities of the Chair, Senior Independent Director and
Chief Executive are available on the ITV plc website: www.itvplc.com
Our risk oversight and
governance structure
at a glance
AUDIT AND RISK
COMMITTEE
See the Audit and Risk
Committee Report.
Report can be found
from page 84
NOMINATIONS
COMMITTEE
See the Nominations
Committee Report.
Report can be found
from page 81
REMUNERATION
COMMITTEE
See the Remuneration
Report.
Report can be found
from page 95
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.
THE PLC BOARD
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/about-itv/corporate-governance/terms-of-reference
PLC BOARD COMMITTEES
Led by the Chief Executive, the Group Executive Committee members assist in providing strategic
direction to the Company as well as overseeing and driving the overarching Group financial and
operational performance. The Group Executive Committee balances the needs and resources
ofthe business divisions.
GROUP EXECUTIVE COMMITTEE
The Group Executive Committee
issupported by the:
• Group Investment Committee
• AI Governance Committee
• Risk Committee
Responsible for overseeing the
Group’s duty of care processes,
monitors and assesses the
processes in place to ensure they
continue to be effective and evolve.
The Audit and Risk Committee Chair
attends these meetings.
DUTY OF CARE OPERATING BOARD
Responsible for making strategic and operational decisions
relating to the M&E business, including developing and
implementing strategic objectives and operational plans,
monitoring operational and financial performance,
assessing reputation, ESG and risk topics in line with the
Group’s relevant management frameworks, to promote the
overall strategic initiatives to transform M&E.
MEDIA & ENTERTAINMENT BOARD
Responsible for making strategic and operational decisions,
including developing and implementing strategic objectives
and operational plans. Monitoring operational and financial
performance and assessing reputational, ESG and risk
topics in line with the Group’s relevant risk framework to
promote the overall strategic initiatives to grow UK and
global production.
STUDIOS BOARD
OUR
AMBASSADOR
NETWORK
Ambassador update
can be found from
page 73
DISCLOSURE
COMMITTEE
A Committee of Board and
Senior Management. Assists
the Company in meeting its
disclosure obligations, reviews
and approves regulatory and
other announcements.
ITV plc Annual Report and Accounts 2025 61
Strategic Report Governance Financial Statements
Corporate Governance continued
PLC Board and Committee
membership and attendance
at scheduled meetings in 2025
is set out here.
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. The
Non-executive Directors 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 Group Executive talent
and succession.
PLC BOARD AND COMMITTEE MEMBERSHIP AND ATTENDANCE BOARD SKILLS AND EXPERIENCE
Attendance at scheduled meetings
Committee members PLC Board
1
Audit and Risk Remuneration Nominations Disclosure
Andrew Cosslett (Chair)
2
8/8 5/5* 5/5 3/3 3 /4
Dawn Allen
3
8/8 4/5 – – –
Salman Amin
4
2/8 – 2/5 1/3 –
Helen Ashton
5
6/8 3/5 – – –
Edward Bonham Carter
2
7/8 – 4/5 3/3 –
Graham Cooke 8/8 5/5 – 3/3 –
Margaret Ewing 8/8 5/5 – 3/3 4/4
Marjorie Kaplan
6
8/8 5/5 3/5 – –
Gidon Katz 8/8 1* – – –
Chris Kennedy 8/8 5/5* 3/5* – 4/4
Carolyn McCall 8/8 – 1/5* 2/3* 4/4
Sharmila Nebhrajani 8/8 – 5/5 3/3 –
BOARD COMPOSITION AS AT 31 DECEMBER 2025
* 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 meeting where to do so would result in a conflict of interest.
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. Andrew Cosslett was unable to attend a Disclosure Committee meeting in July and Edward Bonham Carter was unable to join a Board and Remuneration
Committee meeting in September. Both were due to long-standing commitments. They were provided with all relevant papers and fedback comments on the
matters to be considered to the meeting Chair.
3. Dawn Allen was unable to attend an Audit and Risk Committee meeting in February; this was due to a scheduling conflict with a Haleon plc board meeting.
She was provided with all of the relevant papers and fedback comments on the matters to be considered to the meeting Chair.
4. Salman Amin stepped down from the Board on 25 February 2025 and therefore only attended meetings held before this date.
5. Helen Ashton was appointed as a Director and a member of the Audit and Risk Committee on 13 May 2025. She therefore only attended Board and Committee
meetings after this date but joined the Audit and Risk Committee meeting on 12 May 2025 as an observer.
6. Marjorie Kaplan joined the Audit and Risk Committee on 30 January 2025 and the Remuneration Committee on 13 May 2025. She therefore only attended the
respective Committee meetings after each appointment date.
7. In addition to the scheduled meetings shown in the table above, there were four additional Board meetings, seven meetings of a sub-committee of the Board and
two additional Audit and Risk Committee meetings held during the year to discuss strategic issues.
Business transformation
11
Creative industry
4
Digital
7
Finance and Treasury
6
Audit
7
Sustainability and ESG
4
Media and Media IP
7
Regulation and Public Policy
3
Strategy 11
Technology and Data
5
Remuneration
4
4People and Talent
BOARD TENURE AGE
0–2 years
1
2–5 years
4
5–9 years
6
36–45
1
46–55
2
56–65
5
66–75
3
GENDER ETHNICITY DISABILITY
Men
5
Women
6
People of Colour
1
White
10
Disability or long-term
health condition 1
No disability or long-term
health condition 10
ITV plc Annual Report and Accounts 202562
Link to principal risks Link to key stakeholders
SUPERCHARGE STREAMING
Evolving the ITV strategy and progress in delivering the vision for an integrated ad-funded/subscription streaming platform
forITVX
1, 2, 3, 4, 7, 8, 11
S
C
P
VC
CT
LR
OPTIMISE BROADCAST
A review of viewing trends, insights and approval of certain talent contract renewals 1, 2, 3, 4, 8, 9, 10, 11
S
P
CZ
PP
VC
CT
A review including the approval to acquire Sports Rights 1, 2, 3, 4
S
P
CZ
PP
VC
CT
EXPAND STUDIOS GLOBALLY
Evolution of Studios strategy – continued international expansion entering new streamer markets and changing rights models 1, 2, 3, 9, 11
P
VC
CT
Launch of Zoo 55 (Digital Media Studio), with further monetised FAST and Social channels and a gaming arm 1, 2, 3, 4, 11
P
VC
CT
STRATEGY AND DELIVERY
Transformation Office progress review and updates 6, 9, 11
S
C
LEADERSHIP
Board evaluation and Board composition 6, 9, 11
S
CZ
P
LR
Workforce engagement 6, 9, 10, 11
S
CZ
P
LR
PERFORMANCE
Review of capital structure, liquidity, investor proposition and valuation 1, 2, 3, 5, 6, 11
S
LR
Review and approval of trading results and financial reporting All principal risks
S
LR
Review and approval of the 2025 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 All principal risks
S
C
P
Partnerships and distribution review 1, 2, 3
S
C
P
Strategic restructuring and efficiency programme 2, 3, 9, 11
S
C
P
VC
CT
Evaluation of merger, acquisition and divestment opportunities and review of investments 1, 2, 3, 5, 6, 11
S
P
Principal and emerging risks review and updates All principal risks
S
C
P
CT
LR
Investor engagement and insight N/A
S
C
LR
LEGAL & REGULATION
Continued focus on key policy and regulatory issues, including Public Service Media review, Media Act implementation, Less
Healthy Foods advertising regulations, Corporate Sustainability Reporting Directive and corporate governance reforms
5, 6, 7, 8, 10, 11
S
C
LR
Legal and compliance updates, including a review of Group compliance, data privacy and protection, HR and governance policies 4, 5, 6, 7, 8, 9, 10, 11
S
C
LR
Ensuring compliance with Provision 29 (Material Controls) All principal risks
TECHNOLOGY
The impact and governance of Artificial Intelligence All principal risks
C
P
CZ
VC
CT
LR
Cyber security – fraud prevention strategy 4, 7, 11
S
C
P
CZ
PP
VC
CT
LR
Crisis management processes and protocols 11, 7
S
C
CZ
VC
CT
Data strategy 4, 7, 8, 11
SOCIAL PURPOSE
Speaking Up monitoring and updates on open matters 9, 10
C
CZ
PP
VC
Climate-related risks and short to medium-term impacts, reporting on ESG matters 5, 6, 10, 11
S
C
CZ
VC
CT
Diversity, Equity and Inclusion, alignment with the ITV strategy (continue to drive mainstream disability accessibility and building
an inclusive culture)
5, 6, 9, 10
S
C
CZ
VC
KEY STRATEGIC MATTERS CONSIDERED BY THE BOARD IN 2025
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
For further information on
principal risks please see pages
43 to 47
ITV plc Annual Report and Accounts 2025 63
Strategic Report Governance Financial Statements
Stakeholder Engagement and Decision Making
We regularly 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 directly engages with relevant
stakeholders and assesses details provided by
management and other colleagues. This allows
the Directors to understand how organisational
decisions have taken stakeholder interests into
account and also to influence the Board’s 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 provides
feedback on areas needing more focus as part of
our Board evaluation process.
Section 172 statement – In accordance with the
requirements of Section 172 of the Companies
Act 2006, the Directors consider that, during the
financial year ended 31 December 2025, they have
acted in a way that they consider, in good faith,
would most likely promote the success of the
Company for the benefit of its members as a
whole, having regard to the likely consequences
of any decision in the long term and the broader
interests of other stakeholders, as required by the
Act. The following pages set out how each of these
factors, and each of our stakeholders, are taken
into consideration when determining ITV’s strategy.
The following table outlines other areas of the
report which detail how the Directors have had
regard to the Section 172 factors.
Section 172 Further information can be found
A. The Likely consequence of any decisions in the long term
Business Model: pages 2 to 3
Our Strategy: pages 7 to 11
Stakeholder Engagement: pages 64 to 72
B. Interest of Employees
Business Model: pages 2 to 3
Stakeholder Engagement: pages 64 to 72
People and Culture: pages 32 and 75 to 78
Remuneration Report: pages 95 to 113
C. Fostering the Company’s business relationships
with suppliers, customers and others
Business Model: pages 2 to 3
Stakeholder Engagement: pages 64 to 72
Our People: page 32
D. Impact of operations on the community and environment
Business Model: pages 2 to 3
Stakeholder Engagement: pages 64 to 72
Climate Related Disclosures: pages 48 to 51
E. Maintaining a reputation for high standards of business conduct
Business Model: pages 2 to 3
Climate Related Disclosures: pages 48 to 49
Risk Management: page 43
Audit and Risk Committee Report: pages 84 to 94
F. Acting fairly between members of the Company
Business Model: pages 2 to 3
Stakeholder Engagement: pages 64 to 72
Remuneration Report: pages 95 to 113
CORPORATE SIMPLIFICATION
Directors’ consideration of key factors
set out in section 172(1)
In 2024 the Board approved a strategic transformation
and simplification programme which started in 2025.
The Board believed that the programme was
necessary to allow ITV to thrive in a turbulent market,
enabling ITV to continue creating and showcasing
great content, delivering a positive long-term impact
and safeguarding the interests of its stakeholders.
Along with the cost control measures, the
restructuring element of the programme has
delivered significant savings across the business.
Outcomes of Board decision-making
and other key strategic decisions
The Board assessed that structural simplification leads
to quicker decision-making and reduced overheads,
making the Company more competitive and resilient
in the digital future. This transformation protects and
promotes the long-term viability of the Group.
By delivering the targeted cost savings and improving
operational efficiency, the Board ensures capital is
managed prudently. This enhances profitability and
provides the financial flexibility to invest in growth,
thereby safeguarding and enhancing shareholder
value in the long term.
Here is an example of one 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 Section 172 factors:
ITV plc Annual Report and Accounts 202564
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 2025.
VIEWERS AND SUBSCRIBERS
DESCRIPTION
Through regular engagement, the
Board recognises the evolution of
ITV’s relationship with viewers,
which has been pivotal in shaping
the Company’s strategy.
FORMS OF
ENGAGEMENT
Board and Committee reviews and assessments
• Reviewing analysis of target audiences and viewing habits at Board strategy
sessions, with a particular focus on increasing reach (MAUs) and
engagement (Streaming Hours) on ITVX
• Regular Chief Executive reports to the Board on viewing and streaming
figures, with a focus on our primary KPIs: MAUs, Streaming Hours and
Digital Revenues (including addressable advertising revenues)
• Regular sessions on viewer performance, including viewer trends and
updates on ITVX performance covering Content, Commercial and Viewer
Experience (Product, Distribution and Marketing)
• Regular reviews at Group Executive Committee and Divisional
Board meetings of viewer sentiment, monitoring linear and streaming
performance (against KPIs of Share of Commercial Viewing, MAUs and
Streaming Hours); compliance reports and Ofcom reports
• Feedback from Viewer Services (which serves as a conduit for viewers to
channel their comments and/or concerns) reviewed by members of the
Group Executive Committee and senior ITV employees, to monitor the
overall complaint process
OUTCOMES AND IMPACT
ON PRINCIPAL DECISIONS
• Growing, enhancing and integrating our
ad-funded and subscription streaming
services on ITVX, through investment in
product, content, distribution, data,
technology and analytics
• Ongoing optimisation of our Broadcast
(Linear) offering to preserve the
advertising value of Mass Simultaneous
Reach while also identifying areas of
operational efficiencies given structural
changes in viewing behaviours
• Growing Zoo 55 to accommodate growth
in Social Video, YouTube and FAST
Channels and maximise value from our
content across all audiences
• Continuation of one content budget across
the M&E division to allow the business to
optimise its content across Broadcast and
Streaming (including windowing) and
accommodate all audiences
• Flexibility to make changes to schedules
to enhance viewing performance
• Board discussions benefited from
Graham Cooke’s technical, digital and
commercial expertise. The Board also
benefited from Gidon Katz and Marjorie
Kaplan’s streaming knowledge and
content expertise
KEY ISSUES OR
PRIORITIES IDENTIFIED
• 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
LINK TO STRATEGY
Optimise
Broadcast;
Supercharge
Streaming;
Growing Studios
Globally (Zoo 55):
see Our Strategy
FOR MORE
INFORMATION
Our Business
Model: (from
page 2)
Key Performance
Indicators
(from page12)
Social Purpose
strategy
(from page28)
Risks and
Uncertainties
(from page 43)
ITV plc Annual Report and Accounts 2025 65
Strategic Report Governance Financial Statements
Stakeholder Engagement and Decision Making continued
CUSTOMERS (INCLUDING ADVERTISERS)
DESCRIPTION
Customers (including sponsorship,
content buyers and advertiser
relationships) are integral to
monetising our content and
delivering on our strategy.
FORMS OF
ENGAGEMENT
Meetings and presentations
• Meetings between the Executive Directors and their industry counterparts
• Regular engagement by the Chief Executive and various members of the
Group Executive Committee with advertisers and agencies through key ITV
and industry events
• Meetings between members of the Group Executive Committee and senior
ITV employees with potential buyers of Studios content
• Palooza event held in November to promote commercial momentum
heading into 2026 which was attended by members of the Board,
Management, key clients and Talent
• ITV 70th Birthday Celebrations in September held at the Guildhall
which was attended by members of the Board, Management, key clients
and Talent
• ITV Showcase event held in Manchester in June for 500 advertisers
and agencies
• Group Executive Committee members attended MIPCOM – the global
market for entertainment content across all platforms in the industry
• Key engagement in Royal Television Society London
• ITV Studios Festival held in February at the Odeon Luxe in Leicester Square
for international buyers with 800 guests attending
• Chief Executive hosted a dinner for commercial clients
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 to the Board on Commercial and Studios performance by
the Chief Executive
• Regular updates on the upcoming content being produced by the
Studios business
OUTCOMES AND IMPACT
ON PRINCIPAL DECISIONS
• Strengthened customer proposition and
priorities for the Supercharge 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’s digital expertise
• Endorsement of innovative initiatives in
response to advertisers’ and agencies’
desired outcomes, assessments 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
• Endorsement of recommendations
to deliver growth in Studios, including
investment in, and creation of, new
Studios labels to cater to growing
markets and customer base
KEY ISSUES OR
PRIORITIES IDENTIFIED
• Further creation and
exploitation of IP to drive
viewing and enhance IP
monetisation opportunities
• Delivery of audience profile and
size to optimise advertising sales
• Maintenance of commercial
broadcaster relationships and
further developing scripted
talent (a priority for streamers
in some markets)
• Mitigation of the risk of
detrimental advertising market
changes (a principal risk)
• Continuing to educate our
customers on the effectiveness
of TV advertising and the launch
of a report into 70 years of what
makes great TV advertisements
as part of the 70th celebrations
LINK TO STRATEGY
Expand Studios
globally;
Supercharge
Streaming: see
Our Strategy
FOR MORE
INFORMATION
Our Business
Model: (from
page 2)
Key Performance
Indicators
(from page 12)
Risks and
Uncertainties
(from page 43)
ITV plc Annual Report and Accounts 202566
PARTNERS (INCLUDING SUPPLIERS, OTHER BROADCASTERS AND PLATFORM OWNERS)
DESCRIPTION
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.
FORMS OF
ENGAGEMENT
Meetings and presentations
• Executive Director engagements with key suppliers and partners (including
broadcaster and distribution partners)
• Supplier Code of Conduct defining the ethical, social and environmental
behaviours ITV expects from its partners
• Chief Technology Officer attended and spoke at the International
Broadcast Convention in Amsterdam, this event brings together leading
video technology providers and video organisations to show technology
• Chief Technology Officer met regularly with leading technology companies,
such as Google, Amazon, Microsoft, Oracle and others to discuss
technology developments and trends.
• Managing Director of Commercial met with key strategic partners including
Sky, Google and Amazon
• Chief Executive attended the Essence Mediacom Senior Client dinner
• Chief Executive hosted and spoke at EPOC Meet the Chairs Event, the
Female Business Leaders lunch at ITV Wales, The Variety Club
Showbusiness Awards, a Greater Manchester Roundtable discussion with
MP Andy Burnham and key creative industry leaders in Manchester
• The Chair and Chief Executive hosted a 70th Anniversary dinner for external
stakeholders, partners and talent at The Guildhall.
• Chief Executive ran an International Women’s Day Event with The Kings
Trust – invited partners and stakeholders
• Chief Executive spoke at Times CEO Summit, The Morgan Stanley
Conference in Barcelona, the ‘Uncensored’ commercial podcast, Royal
Television Society Conference 2025 on a PSB panel
Board and Committee reviews and assessments
• Board strategy sessions on the impact of the Supercharge Streaming
strategy on third parties (including PSBs, suppliers and platform owners)
• Board oversight of significant contracts with suppliers or partners
• Board updates on engagement with third-party suppliers, including
supplier management policies, processes and controls
• Updates at every Board meeting from the Chief Executive on key/strategic
partner relationships and Group CFO & COO on important negotiations
with key partnerships
• Annual Board review and approval of ITV’s Modern Slavery Statement,
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
OUTCOMES AND IMPACT
ON PRINCIPAL DECISIONS
• Enhancement 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 further
define approach to the Supercharge
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
KEY ISSUES OR
PRIORITIES IDENTIFIED
• ITV’s partnership
strategy and approach
with strategic partners
• Responsible, transparent
and fair procurement, trust
and ethics
LINK TO STRATEGY
Optimise
Broadcast;
Supercharge
Streaming: see
Our Strategy
FOR MORE
INFORMATION
Operating and
Financial
Performance
(from page 16)
Key Performance
Indicators
(from page12)
Social Purpose
strategy
(from page28)
ITV plc Annual Report and Accounts 2025 67
Strategic Report Governance Financial Statements
CITIZENS
DESCRIPTION
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.
FORMS OF
ENGAGEMENT
Meetings and presentations
• Chief Executive met with other broadcaster CEOs to agree further
collaboration on the 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
• Creation of content such as the silent ad break in Code of Silence
highlighting ITV’s commitment to champion diversity through our
mainstream content
• ITV’s Britain Get Talking Campaign promoted on Loose Women
• Key engagement in the Pride of Britain Awards
Board and Committee reviews and assessments
• Group CFO & COO’s overall responsibility for ITV’s climate action agenda
• Annual Board updates on Social Purpose, ITV’s climate-related agenda,
including risk, opportunities and targets, and Diversity, Equity and Inclusion
(including progress against ITV’s Diversity Acceleration Plan)
• 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 relevant
regulations and the integrity of, and progress in achieving, climate change
reporting targets and reported metrics, particularly with regards to TCFD;
reports to the Board on the outcome
• The Group Executive Committee monthly update on ESG and a quarterly
review of climate action data and progress.
• Regular updates to the Board on duty of care issues
OUTCOMES AND IMPACT
ON PRINCIPAL DECISIONS
• Deepened understanding of
opportunities for climate action and
storytelling, with plan for further training
for wider Executive Leadership Team
• Deepened understanding and
awareness of ESG and factors
influencing ITV’s corporate purpose,
to inform Board decisions
• 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 2025
• ITV’s Cultural Advisory Council, which
Chief Executive and Group Executive
Committee 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
• ITV hosted a Fresh Cuts Introduction
Day for six production companies
• ITV won awards at the Campaign Ad Net
Zero Awards, celebrating best practice in
sustainability activity within advertising
KEY ISSUES OR
PRIORITIES IDENTIFIED
• 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 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
LINK TO STRATEGY
Social Purpose:
see our Social
Purpose strategy
FOR MORE
INFORMATION
Task Force on
Climate‑related
Financial
Disclosures
(from page 48)
Social Purpose
strategy
(from page28)
Our Climate
Transition Plan
(itvplc.com/
socialpurpose/
climateaction)
Stakeholder Engagement and Decision Making continued
ITV plc Annual Report and Accounts 202568
LEGISLATORS AND REGULATORS
DESCRIPTION
The Board is committed to
its remit as a public service
broadcaster (PSB) and to
conducting business in line
with the appropriate laws and
regulation, to ensure we operate
in an ethical and responsible way.
FORMS OF
ENGAGEMENT
Meetings and presentations
• Regular meetings with government ministers, officials and shadow
ministers on key issues of concern, initiatives or consultations.
• Chief Executive attended the ITV All Party Parliamentary Group
summer meeting
• Counterpart meetings with Ofcom on a wide range of policy and regulatory
issues (which included regular Chief Executives’ meetings)
• Periodic engagement by senior ITV employees with other regulators,
including the CMA, FRC, ICO and the European Commission
• Senior ITV employee membership of the stakeholder group on the future
of TV distribution (chaired by the Minister for Sport, Media, Civil Society
and Youth)
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
• Regular Board briefings on Ofcom and government issues relevant to ITV’s
business and strategy
• Updates to the Audit and Risk Committee from the Committee Chair and
external auditor regarding FRC developments and implications of the Code
and other regulatory changes announced during 2025
OUTCOMES AND IMPACT
ON PRINCIPAL DECISIONS
• Extensive interaction with government,
Ofcom and parliament in relation to the
implementation of the Media Act and
licence amendments
• By meeting with Shadow Ministers and
other political leaders and opinion
formers, ITV ensures that if the
government changes in the next
election, the incoming party already
understands ITV’s priorities, lessening
the risk of sudden and potentially
uninformed policy shifts
• Gaining insights into government
priorities, such as digital skills, allowing
ITV to pivot its corporate social
responsibility initiatives
• Attendance at the All Party
Parliamentary Group provides a direct
line to engage lawmakers on the
economic value ITV brings to the UK
• Working with Ofcom to resolve issues
or seek clarification on broadcasting
codes, advertising rules, or prominence
• Collaboration and focus on important
societal issues such as social mobility
and diversity
KEY ISSUES OR
PRIORITIES IDENTIFIED
• The Less Healthy Food
advertising ban and other
possible advertising restrictions
• Legal and regulatory compliance
(including tax) – (non-compliance
is a principal risk)
• Regulatory policy changes (a
principal risk)
• Monitoring potential change to
the Audiovisual Media Services
Directive in 2025/6
• Ofcom Public Service Media
Review
• Ofcom and government review
of the future of TV Distribution
• Regular updates on the
implementation of Provision 29
of the Code (Material Controls)
• Implementation of the Media
Act 2024
LINK TO STRATEGY
Availability of
viewer content:
see Our Strategy
FOR MORE
INFORMATION
Our Business
Model: (from
page 2)
Social Purpose
strategy (from
page28)
Risks and
Uncertainties
(from page 43)
ITV plc Annual Report and Accounts 2025 69
Strategic Report Governance Financial Statements
PROGRAMME PARTICIPANTS
DESCRIPTION
The safety of participants is of
paramount importance to the
Board. The Board takes its duty
of care very seriously, and obtains
regular assurance over the support
and processes in place to safeguard
participant’s physical and mental
health and wellbeing. ITV’s
approach to risk management
is led by the Board, 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.
FORMS OF
ENGAGEMENT
Meetings and presentations
• Chief Executive attendance at Mental Health Advisory Group (MHAG)
meetings throughout the year, which other Group Executive Committee
members regularly attend (two of whom are members of the Advisory Group)
• Duty of Care Operating Board met four times during the year. This is
attended by members of the Group Executive Committee members and 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
Board and Committee reviews and assessments
• Board and Audit and Risk Committee receive regular updates on issues,
and on the Duty of Care Operating Board’s discussions and activities
(including feedback from ITV’s Mental Health Advisory Group), from the
Audit and Risk Committee Chair, who is a standing attendee of the Duty
of Care Operating Board
• Re-appointment of an independent Chief Medical Advisor and an
independent Consultant Clinical Psychologist to ITV
• Board updates on any challenges relating to, or publicity surrounding, duty
of care processes relating to any programmes produced or broadcast by ITV
• 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
OUTCOMES AND IMPACT
ON PRINCIPAL DECISIONS
• An independent review commissioned
by the Duty of Care Operational Board
confirmed the high standards of care
and risk management arrangements in
place for programme participants.
• Acting on the review’s
recommendations, we streamlined
access to specialist advice, simplified
documentation, and enhanced the
capability and capacity of our central
risk team
• Launched a specialist security and
wellbeing management framework to
provide tailored support for individuals
affected by stalking and harassment
• Implemented a new quality assurance
process, alongside expanded assurance
visits to production sets, ensuring that
safety management systems are
consistently applied and effective
• Analysed internal data to identify key
Duty of Care trends, enabling the
conversion of data into a targeted
strategy for continuous improvement
• Introduced a cross-functional
safeguarding group to proactively monitor
and manage high-risk, high-harm mental
health and safety cases
• Conducted a comprehensive three-
phase assurance process to assess and
strengthen mental health controls in
preparation for The Voice of Holland’s
return following a serious incident
• Progressed identifying a provider that
can scale the Participant Aftercare
Programme across all ITV Studios
territories, ensuring consistent aftercare
support globally
• Introduced a structured process to
capture and act on lessons learned from
significant welfare incidents, in order to
further embed continuous improvement
into our Duty of Care practices
KEY ISSUES OR
PRIORITIES IDENTIFIED
• 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
LINK TO STRATEGY
Expand Studios
globally;
Supercharge
Streaming: see
Our Strategy
FOR MORE
INFORMATION
Our Business
Model: (from
page 2)
Risks and
Uncertainties
(from page 43)
Social Purpose
strategy (from
page 28)
Our People
(from page 32)
Stakeholder Engagement and Decision Making continued
ITV plc Annual Report and Accounts 202570
SHAREHOLDERS (INDIVIDUAL AND INSTITUTIONAL), BOND HOLDERS AND OTHER PROVIDERS OF DEBT AND ANALYSTS
DESCRIPTION
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.
FORMS OF
ENGAGEMENT
Meetings and presentations
• Executive Directors presented the full year and Interim results and took
questions from analysts
• Chair and Executive Directors held regular meetings with ITV’s largest
shareholders and the Executive Directors both held meetings with equity
sales teams and analysts
• Executive Directors held meetings with target investors based in the UK, US
and parts of Europe
• Chair and Chief Executive hosted a Fund Managers’ dinner in November
with a small group of senior fund managers
• Chief Executive attended the Founders Forum
• Chief Executive attended the International Investment Summit with the
Prime Minister
• Executive Directors attended investor conferences during the year. These
included the Citi, UBS, JP Morgan, Barclays and Morgan Stanley
Technology, Media and Telecoms Conferences
• Board attended the AGM, where there was an opportunity for shareholders
to ask questions before, during and after the meeting
• Regular dialogue throughout 2025 between the Group CFO & COO, Group
Finance Director and Group Treasurer, with the Rating Agencies and The
Core Banking Group
• Chief Executive attended Goldman Sachs CEO Summit
Board and Committee reviews and assessments
• Group CFO & COO report to the Board 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 shareholders returns 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
OUTCOMES AND IMPACT
ON PRINCIPAL DECISIONS
• 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
• Completion of the share buyback
Programme launched in 2024 – to
increase value to our shareholders
• 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 2025
• Maintained investment grade credit
ratings with Moody’s, S&P Global Ratings
and Fitch. This also assists in the
maintenance of economically beneficial
margin levels on our public bonds in
issuance; €500 million 2032 and the
remaining €240 million of the €600m
2026. Investment grade credit is also
highly valuable to our Core Banking
Group who continue to support the
Group and have already committed to
a term loan to refinance the above 2026
bond maturity
KEY ISSUES OR
PRIORITIES IDENTIFIED
• 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
LINK TO STRATEGY
Deliver value for
shareholders:
see Our Strategy
FOR MORE
INFORMATION
Our Business
Model: (from
page 2)
Investor
Proposition
(page 4)
Social Purpose
strategy (from
page28)
Task Force on
Climate‑related
Financial
Disclosures
(from page 48)
ITV plc Annual Report and Accounts 2025 71
Strategic Report Governance Financial Statements
COLLEAGUES
DESCRIPTION
The workforce is integral
and critical 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.
FORMS OF
ENGAGEMENT
Meetings and presentations
• Regular participation by the Workforce Engagement Director and Group
Executive Committee members at Ambassador meetings (our formal
workforce advisory panel). Designated Workforce Engagement Director
attended 96% of these meetings
• Board members engaged directly with senior management and colleagues
from across the business
• Ambassadors and colleagues joining our ‘Making What Matters’ launch
event in January 2025
• An employee Engagement and Culture survey conducted in November
2025 to gauge sentiment
• Board visit to the offices in Leeds with opportunities to meet with members
of the Northern Leadership team and local management
• Members of the Audit and Risk Committee visit to the offices in Manchester
holding meetings with the finance and other teams and individuals. Insights
were fedback at subsequent Board and Committee meetings, with outcomes
being an increased focus on prioritising workloads
Board and Committee reviews and assessments
• Regular Workforce Engagement Director updates given to the Board
• Chief Executive meeting with both UK and International Ambassadors,
giving them the opportunity to hear updates directly, as well as opening up
the floor to ask her questions on a wide variety of topics
• 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 Group Executive Committee receipt of feedback from ITV’s
staff networks, including regular updates on Social Purpose and Diversity
and Inclusion
• Nominations Committee session on talent and succession planning
OUTCOMES AND IMPACT
ON PRINCIPAL DECISIONS
• 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 2025 and
are continually updated on ITV’s strategy.
This included updates on the changing
media and regulatory landscape (changing
viewer habits and the advertising market),
our changes to Daytime and Continuing
Drama and new strategic partnerships
• The Ambassadors were informed about
new functionality as part of the ITV
Together programme (Oracle Fusion) and
shared their feedback about trust in the
engagement survey, namely anonymity
and confidentiality, which was key in
shaping new additional guidance to
help raise colleague awareness of the
significant protections in place with
our external partner
• The Ambassadors were tasked with
gathering feedback from constituents
regarding their awareness and knowledge
of the ITV behaviours
• The Ambassadors continued to play a key
role as employee representatives during
the implementation of the organisation’s
cost and efficiency programme
• In addition to the regular quarterly
meetings, the Ambassadors were invited
to additional meetings to discuss our 70th
birthday celebrations and worked with
Group Brands to shape the 70 key
moments montages showcased
in our offices
• The UK Ambassadors met to discuss ITV’s
2026 pay review offer, looking at both the
process and the factors influencing the
proposed pay offer
• The Ambassadors were consulted and
informed on Executive Remuneration
and the headline results from the recent
engagement survey where they will be
key in driving action in 2026
KEY ISSUES OR
PRIORITIES IDENTIFIED
• Transparent and honest culture
and ethos
• Flexible and digital ways of
working, including prioritisation
of projects
• 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)
LINK TO STRATEGY
Delivery of
strategy:
see Our Strategy
FOR MORE
INFORMATION
Risks and
Uncertainties
(from page 43)
Social Purpose
strategy
(from page 28)
Engaging with
our Workforce
(from page 73)
Stakeholder Engagement and Decision Making continued
ITV plc Annual Report and Accounts 202572
Engaging With Our Workforce
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 Group
Executive Committee members and Divisional
heads, who provide feedback on workforce issues.
The Committee Chairs also have individual
meetings with colleagues in relation to the
business of their Committee meetings.
Our Ambassador Network
The Ambassador Network (comprising 106
colleagues) was established in 2015 to represent
colleagues’ interests across the Group, share
information, and contribute to our culture by
giving our colleagues a voice.
• Each Ambassador represents approximately
50colleagues from their business area, called
their constituency
• There are around 88 Ambassador
constituencies which are organised into
five groups (four UK regional groups, and one
group of c.18 International Ambassadors)
• The Ambassadors meet both centrally
and in their groups four times a year, led by
an Ambassador Chair, where they are engaged
in a range of programmes and topics
UK Ambassadors are elected by their
constituents to represent them for three
years, with 19 starting their tenure in 2025. The
Ambassadors are supported by a central support
team and Ambassador Chairs to help them build
and maintain strong relationships with their
constituents. To enhance this further,
Ambassador information is now being integrated
into individual colleague profiles on our HR
system, to enable colleagues to easily identify
their constituency and their Ambassador.
In 2025, there were 27 quarterly meetings, 19 of
these were held with the UK Ambassadors who
met collectively to hear business updates from
our Group Executive Committee and the
Workforce Engagement Director, before
separating to hold local meetings in London,
Leeds and Manchester. Following a successful
pilot in 2024 this is part of a broader strategy to
build a stronger network nationally outside of their
regional groups. The remaining eight meetings
were held with international Ambassadors
representing all ITV territories. Our designated
Workforce Engagement Director attended for
part of the quarterly meetings.
The active two-way dialogue and attendance at
Ambassador meetings provides an opportunity
to share insights into external factors affecting
ITV, which Ambassadors relay to their
constituents. First-hand feedback enables
the Workforce Engagement Director to gain a
comprehensive perspective on company culture,
morale and priorities, as well as the effects of
operational changes.
The Workforce Engagement Director provided
regular verbal updates to the Board throughout
the year, based on Ambassadors’ feedback,
ensuring employee voices were considered during
Board and Committee discussions. Key feedback
themes throughout the year included managing
change, performance management, operational
stability, culture and morale and the 2025
Engagement and Culture survey.
Ambassadors consistently express how valuable
the network is to them and their constituents,
particularly having Board representation at
meetings to hear first hand business and strategic
updates, which they can then share locally.
Building upon the ‘Ask Carolyn’ mailbox initiative,
our Chief Executive holds an annual Ambassador
special webinar where she meets with the UK and
international Ambassadors, giving them the
opportunity to hear updates directly from her, as
well as opening up the floor to ask her questions
on a wide variety of topics.
The Board actively engages with the workforce through two methods
outlined in the Code: a designated Workforce Engagement Director
and a formal workforce advisory panel, known as our Ambassador
network. Graham Cooke has held the role of Workforce Engagement
Director since June 2023.
Workforce
Engagement Director
attends ITV Ambassador
meetings and collects
feedback/insights
Workforce
Engagement Director
collects feedback/
insights from PLC Board
Meeting to share with
ITV Ambassadors
Workforce
Engagement Director
provides feedback from
ITV Ambassadors at PLC
Board Meeting
Workforce
Engagement Director
shares feedback/insights
from PLC Board
The Ambassador Network feedback loop
ITV plc Annual Report and Accounts 2025 73
Strategic Report Governance Financial Statements
What were the takeaways
from Ambassador meetings
during 2025?
2025 has seen a continued focus on digital,
organisational and strategic transformation.
Throughout the year, the Ambassadors have been
updated about and provided feedback from their
constituents on Artificial Intelligence (AI), HR’s
digitalisation programme, our approach to
engagement surveys and performance
management.
The primary focus across all 2025 Ambassador
meetings centred on financial performance,
strategic direction (especially the growth of
ITVX and ITV Studios) and the impact
of emerging and disruptive technologies in a
constantly evolving market. In the first quarter,
Ambassadors were informed that phase two of
Fusion implementation, ITV’s digital finance and
HR system, was going live in April 2025. Designed
to replace existing systems, it now empowers
employees and managers to manage transactions
and people tasks online, such as end-to-end
recruitment, mandatory training for UK
colleagues, an optional Skills and Career Profile to
capture skills, behaviours and career aspirations.
The rollout was supported by a successful
campaign for Ambassadors to promote the
system and encourage profile completion.
The launch of the Gemini AI tool in the year
was a key focus, with discussions highlighting
its potential, especially for personalised content
creation and as a valuable support for neurodivergent
employees. Feedback from Ambassadors was
positive, acknowledging that adopting AI is essential
to future success whilst ensuring we maintain data
security, privacy, and confidentiality for all colleagues.
Quarter two saw the new, strengthened
performance management framework,
‘Talking Performance’ being introduced to the
Ambassadors. It successfully emphasised clear,
strategy-aligned objectives, with mandated
deadlines for goal setting, regular informal
check-ins, as well as formal half year and year
end reviews, it also incorporated the new ITV
behaviours. As the system rolled out, initial
feedback from Ambassadors highlighted areas
for development. As a result, communications,
guidance and the system questions were
simplified, with a streamlined process for those
working in our production areas to maximise the
quality of the conversation.
Ambassadors were also updated on ITV’s
70th-anniversary celebrations, which focused
on three pillars: storytelling, recognition and
celebration. Initiatives included a call for story
ideas, the development of a ‘70 Firsts Over 70
Years of Making What Matters’ timeline, an
enhanced ‘Send a Star’ programme, and a new
central awards programme called ‘The Makers’.
Celebratory events featured 70th birthday
parties, an ITV Sports Day, and a Family Day. The
London Ambassadors decided the key historical
moments for the London office timeline.
The Social Purpose Team joined the Ambassadors
in quarter three to share more about ITV’s
‘Climate Transition Program’ which included a new
sustainability strategy focusing on emissions
reduction and set a goal of net zero by 2050.
Focus areas for sustainable production included
using direct grid power or battery use instead of
diesel, and promoting remote production, which
resulted in 98% carbon reduction for Love Island
Sweden and a 77% total carbon footprint
reduction for Love Island Finland
remote production.
Ambassadors received a confidential briefing
ahead of the 2025 Engagement and Culture survey.
Based on previous feedback, the survey was
shortened, became accessible for the first time via
a QR code for easier participation, and featured
AI-powered analysis. Ambassadors provided
feedback around anonymity, targeted action and
manager support to improve participation. New
guidance was given detailing actions that were
taken as a result of previous surveys and how
confidentiality and anonymity were protected,
which was shared with managers and
Ambassadors to help reassure colleagues. As a
result, 75% of colleagues completed the survey, the
highest participation since 2021. In addition to the
regular quarterly meeting, the UK Ambassadors
also met to discuss ITV’s 2026 pay review, looking
at both the process and the factors influencing the
proposed pay offer. They had the opportunity to
share their reactions and raise questions, which
resulted in an amended tiered approach.
Throughout the year, the Ambassadors have
initiated small-scale activities, such as arranging
screenings and quizzes across different offices,
which has significantly boosted colleague morale
during a period of change.
The fourth quarter meetings focused on
Executive Remuneration and the next steps
of the Engagement and Culture survey, including
where Ambassadors will support managers in
understanding and sharing results.
What are the key areas of focus
for engagement in 2026?
The Workforce Engagement Director will continue
to attend Ambassador meetings to engage on
important topics, such as new culture initiatives, ITV’s
ongoing digital transformation, action planning linked
to the 2025 Engagement and Culture survey and
exploring how to further raise the Ambassadors’
profile within their constituencies.
The Workforce
Engagement Director
will continue to attend
Ambassador meetings
to engage on important
topics, such as new
culture initiatives,
ITV’s ongoing digital
transformation, action
planning linked to the
2025 Engagement and
Culture survey and
exploring how to further
raise the Ambassadors’
profile within their
constituencies.
Engaging With Our Workforce continued
ITV plc Annual Report and Accounts 202574
Values in Action – Understanding and Monitoring Our Culture
Our ongoing success and ability to generate long-term value for our
stakeholders depends on nurturing a culture defined by openness and
integrity, with a fundamental focus on inclusion, diversity and equity.
Board meeting. Over the last year we have
focused on specific areas:
• Continued to embed our refreshed ITV Values
and Behaviours through our recognition,
recruitment and performance management
processes to ensure the culture remains an
enabler to maintaining a simpler, more efficient,
lower-cost base organisation in the long term
• Introduced a ‘Cultural Index’ as a standalone
culture measurement, embedded within the
2025 Engagement and Culture survey, to
provide an objective measure of alignment
with our Values and Behaviours
• Received an annual report on cultural initiatives
and updates on individual initiatives. In addition,
it also received updates on the changes in
engagement following the cost and efficiency
programme initiatives implemented in 2024. In
early 2026 it will receive an overview of the 2025
Engagement and Culture survey results and the
high level ITV wide actions
• Speaking Up reports, issues and trends
• Continued expectation for all freelancers to
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
• Translating our Behaviours into targeted and
personalised development programmes to
build high performing teams across the
business and drive performance
• Continued use of the anti-bullying, harassment
and discrimination app called ‘Call It!’ across our
scripted productions, enabling both freelancers
and ITV employees to report incidents, in
addition to the ITV-wide Speak Up channels
• Ongoing engagement with the international
offices to demonstrate the alignment with the
overall ITV culture and values (2025 Engagement
and Culture survey with additional country
leadership questions, ongoing mandatory
training, international Ambassadors meetings,
roll out of the strengthened Talking Performance
framework and inclusion activity)
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 with our purpose. We hold regular leader
and manager briefings to provide updates on our
strategic priorities and build understanding of
our vision and purpose.
Our culture is underpinned by our values,
behaviours and alignment with the business
model, strategy and purpose which is a key
enabler for high performance and successful
delivery. In order to ensure this alignment, our
culture is regularly monitored. The Board
recognises that ITV’s culture is a key enabler of
delivery of the Strategy particularly ITV’s digital
transformation and therefore understands the
importance of monitoring and fostering it.
Throughout the year the Board monitored the
culture across the Group through various channels,
including feedback and observations from the
Workforce Engagement Director, third parties
(e.g. auditors), its own interactions with
management and their teams during the year.
The Board also formally reviewed a ‘Monitoring,
Assessing and Embedding Culture’ report prepared
by HR, which outlines culture themes including a
new ‘Cultural Index’, thereby being 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 regular Board reports, culture is
considered, whether implicitly or explicitly, at each
OUR ITV BEHAVIOURS
Inspire performance
To create growth for our business and our people
Empower with accountability
By giving people ownership of opportunities and
responsibility for their actions
Make fast informed decisions
Guided by relevant facts, evidence and stakeholder
inputs
Spend wisely, save widely
To deliver more creative impact at a lower cost
Welcome new perspectives
Through curiosity, honesty and mutual respect to
spot different ways to do things
OUR ITV VALUES
Creative
Creativity is at the heart of what we do, from making
and commissioning programmes to engage
audiences, to our creative commercial partnerships.
We are full of people who are creators, problem
solvers and innovators.
Collaborative
We stand shoulder to shoulder with each other and
our audiences. Working as a team and sparking ideas
together to make an impact.
For everyone
We’re a welcoming, down-to-earth place – a people
business, always led by our viewers. We care about
making everyone feel like they belong, both
on-screen and in our teams.
Integrity & judgement
We always try to make the right call. We play
it straight, keep things honest and fair, and
are empowered to take responsibility and
make decisions.
KEY HIGHLIGHTS
81%
of employees are proud to work at ITV*
* From 2025 Engagement and Culture Survey
73%
would recommend ITV as a great place
to work*
* From 2025 Engagement and Culture Survey
27
Ambassador quarterly meetings
during2025
UK – national & regional International –
US & Europe/Australia
ITV plc Annual Report and Accounts 2025 75
Strategic Report Governance Financial Statements
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 OUTCOME
Reviews assessments of the Company’s culture through our 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
culture and behaviours authentically reflect its values and stated purpose.
The Board continues to monitor insights gained from the 2024 pulse survey,
and in 2026 will review results, insights and planned actions from the 2025
Engagement and Culture survey. 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 ITV’s
strategy. 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. In addition to this annual report, the Board
regularly, through the Workforce Engagement Director, receives and
discusses his feedback on the activities and sentiment of the employee
representative network (Ambassadors).
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 pages 73
to 74) for details regarding the Board’s workforce engagement, including
the Workforce Engagement Director and Ambassador Network).
Continuing to sustain and build a stronger understanding of the practical
execution of strategy and the cultural context colleagues experience on a
day-to-day basis. Further insight into how colleagues are adapting to new
ways of working with the introduction of the Oracle Fusion transformation,
as well as other new IT platforms across different parts of the
organisation. 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 and colleague
wellbeing; impact of the ongoing cost and efficiency programme; and
hybrid ways of working.
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.
RECRUITMENT AND RETENTION
HOW THE BOARD MONITORS CULTURE CULTURAL INSIGHT GAINED OUTCOME
Annual review session by the Nominations Committee of senior
management talent and succession planning led by the Chief Executive.
Interim update in the summer on the development of the Executive
Leadership Team.
As well as a review of succession plans, this session also provided the
Nominations Committee with the opportunity to understand the targeted
development programmes being offered to broaden the diversity of the
senior leadership pipeline, as well as the positive impact of Talking
Performance career conversations on the number of internal appointments
The Committee had the opportunity to hear at a collective level the
strengths and development themes for our executive team, as well as
hearing three senior executives talking through the personal insights
they gained from the Hogan psychometric tool and how this shaped
their future development.
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 and successor development. Additionally, the pre-read provided
the Committee with details on the steps taken to identify and develop
those with their capability and aspiration to undertake an executive role
in the longer term, and how this pipeline links through to the Talking
Performance career conversations. The Committee members expressed
a strong interest in joining a session of the new Developing Future
Executives programme and meeting the participants to help build their
understanding of a Boards, the role it plays and building positive
relationships, and this feedback was given to the Board.
Values in Action – Understanding and Monitoring Our Culture continued
ITV plc Annual Report and Accounts 202576
POLICIES AND PRACTICES
HOW THE BOARD MONITORS CULTURE CULTURAL INSIGHT GAINED OUTCOME
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.
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.
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.
The Board continues to annually review ITV’s Code of Ethics and Conduct
to ensure it embodies ITV’s values and culture and remains aligned to
ITV’s purpose (including its Social Purpose), vision, values and strategy
and that there is appropriate compliance across the Group.
Completion of mandatory training modules by all Board members on the
Code of Ethics and Conduct, Diversity Equity & Inclusion, Competition
Law, Respecting each other at work, Fire Safety, Human Rights, Anti-
Bribery & Corruption, Data Privacy & Protection, Cyber Security, Economic
Crime (money laundering, tax evasion, sanctions), and Climate Action and
a new module focussing on Generative AI .
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.
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.
SOCIAL PURPOSE, DIVERSITY EQUITY AND INCLUSION
HOW THE BOARD MONITORS CULTURE CULTURAL INSIGHT GAINED OUTCOME
Annual review of ITV’s Social Purpose and Diversity Equity and Inclusion
strategies, performance and plans.
Annual review of ITV’s Social Purpose campaigns influence culture
internally as well as externally.
The Board will continue to monitor key priorities and initiatives in pursuit
of ITV’s Social Purpose and Diversity Equity and Inclusion strategies.
Annual review and discussions of Social Purpose and 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.
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
28 to 31 for outcomes related to Diversity, Equity and Inclusion.
ITV plc Annual Report and Accounts 2025 77
Strategic Report Governance Financial Statements
Values in Action – Understanding and Monitoring Our Culture continued
SAFETY, WELLBEING AND MENTAL HEALTH
HOW THE BOARD MONITORS CULTURE CULTURAL INSIGHT GAINED OUTCOME
Review by the 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.
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.
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 stakeholders’
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 health 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.
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.
SPEAKING UP
HOW THE BOARD MONITORS CULTURE CULTURAL INSIGHT GAINED OUTCOME
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.
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.
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 OUTCOME
Review by the Remuneration Committee of the wider employee reward
framework, including gender, ethnicity, disability, LGBTQ+ and class pay
gaps, CEO pay ratios and integration of ESG measures into incentive targets.
Update provided to Ambassadors on how our approach to Directors’
remuneration aligns with our approach for the overall workforce.
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.
The Remuneration Committee will continue to report to the Board on
colleague sentiment in relation to retention and reward initiatives.
ITV plc Annual Report and Accounts 202578
Board Performance Review
An evaluation of the Board and its Committees is carried out annually and
externally facilitated every three years, with an external review conducted this year.
2025 External Board Performance Review Outcomes and Actions
Actions from the performance review have been identified and will be a key focus in 2026, with progress kept under review. These include:
• To continue to consider, develop and implement the long-term strategy
• To continue to shape the agenda in order to provide the Board with a balance of operational oversight, including content strategy and strategic development
• To focus on leadership reward, retention and succession planning
PROGRESS AGAINST 2024 EVALUATION
Action Outcome
To continue to reserve sufficient time on the agenda for strategic
debate, including review of alignment of KPIs and response to
adverse economic conditions
The agendas are regularly reviewed to ensure operational matters are included as appropriate
for strategic understanding or governance purposes. Careful consideration has been given to
ensuring sufficient time for strategic debate and determining how the business should respond
to adverse economic conditions.
Sessions highlighting upcoming content have been added to the agenda and a session was held
this year with heads of the Studios business to provide insight into the global content market.
The format of reports is kept under review to ensure they remain clear and concise, with all
matters linked to KPIs and key risks.
To spend time considering key risks and risk appetite to ensure they
align appropriately with strategy
More visibility on content and editorial matters
Continued focus on succession planning for the Executive Directors
and the Group Executive Committee
The Nominations Committee received detailed updates on the succession plans for senior
management and development programmes for members of the Executive Leadership Team.
This continues to be a key focus for the Committee in 2026.
BOARD PERFORMANCE REVIEW CYCLE
YEAR 1
(2023)
Internal
YEAR 2
(2024)
Internal
YEAR 3
(2025)
External
In 2025, the Board undertook an externally
facilitated performance review conducted by Jan
Hall of No 4, an independent advisory firm. No 4
has no other connection with the Company or
individual directors and previously facilitated
the external review in 2022.
Jan Hall evaluated the performance of ITV’s Board
and Committees through a formal and rigorous
review that considered composition, diversity and
each Director’s individual and collective contributions
during meetings. The performance review found that
the Board and its Committees continue to operate to
a high standard, Directors worked together effectively
and valued each other’s contributions.
The performance review noted that over the
past three years, the Board has adopted a more
strategic perspective while retaining strong
oversight of ongoing business. The Board is
strategically aligned and maintains an open and
collegiate dynamic that supports management.
The process followed and recommended actions
are described below.
The Process
No 4 was selected by the Nominations Committee
in July 2025. The Chair and the General Counsel
and Company Secretary met with Jan Hall to
agree on the focus, objectives and scope of the
performance review.
The General Counsel and Company Secretary
coordinated the process, providing Jan with access
to resources and recent Board and Committee
papers. Jan held confidential meetings with each
Director, the General Counsel and Company
Secretary, management and several external
advisers—including remuneration consultants
and external auditors—to seek their views on the
Board’s effectiveness. Jan also gathered insights
into dynamics, culture, leadership and individual
contributions by attending Board and Committee
meetings across September and November 2025.
ITV plc Annual Report and Accounts 2025 79
Strategic Report Governance Financial Statements
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
on 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. The
Directors’ development and training programme
covered topics identified in the 2024 Board
evaluation, as areas on which Directors felt they
could benefit from additional training or support.
The programme included:
• Deep dive sessions on the value drivers for
both Studios and M&E and the KPIs
underpinning them
• An update on the impact of Artificial
Intelligence and Data Strategy
• A Crisis Management exercise involving a
number of Board members
• A briefing on Directors Duties and ECCTA ID
verification process
• A briefing from advisers Crowdstrike
on Cyber Security
• Completion of the 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 and professional services 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,
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
responsibilities relevant to their Committee
memberships are covered to enable them to
function effectively and as quickly as possible.
During 2025, there was one new appointment to
the Board, Helen Ashton. For Helen 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
• Briefing 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
Time commitments
Throughout the year the Directors have
demonstrated a strong commitment to their
roles on our Board and Committees, shown by
their attendance at scheduled meetings, as well
as a number of additional Board and sub-
committee meetings called at short notice. They
have 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 their external time commitments do not
compromise their commitment to their roles on
the ITV Board, Committees and otherwise. The
Nominations Committee reviews, on an ongoing
basis, Directors’ time commitments against the
recommended guidance from investor bodies
and ITV’s top shareholders, to anticipate any
perception of ‘overboarding’ at the forthcoming
AGM. The review process takes into account
outside and other external commitments and
considers the complexity of the organisation, the
nature of the role, the sector (especially regulated
and/or potentially competing sectors) and
any leadership roles (e.g., a chair position).
The Committee was able to confirm that it was
fully satisfied with the amount of time each
Director devoted to the business.
During 2025, there were two new appointments
that needed additional consideration.
• The Board considered Chris Kennedy’s
appointment as a Non-executive Director of
Tesco plc from 20 February 2025, whilst still a
Non-executive Director of Whitbread plc. The
Board noted that it was not the intention for
Chris to serve as a Non-executive Director on
two listed company boards but that he would
step down from his role at Whitbread plc at the
conclusion of their AGM in June 2025. The
Board was satisfied that his appointment on
two boards was for a short period only and
would not compromise his ability to fulfil his
commitments and discharge his
responsibilities to ITV
• The Board also considered the appointment of
Andrew Cosslett as Chair at Johnson Matthey
plc from 20 July 2025. The Board noted that he
had given full consideration to his external time
commitments across both roles and was
satisfied that he would be able to devote
appropriate time to his role at ITV
The Board was able to confirm that it was satisfied
that the time the Directors are able to commit to
the business is sufficient.
ITV plc Annual Report and Accounts 202580
Nominations Committee Report
IN THIS REPORT
The purpose of this report is to highlight
therole 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.
Andrew Cosslett
Chair
WHO IS ON THE COMMITTEE
The Committee is composed entirely of
Non‑executive Directors (NEDs).
The members of the Committee in 2025 were: Full details of attendance at Committee meetings can be
found on the table on page 62
Detailed biographies can be found on pages 57 to 59
• Andrew Cosslett (Chair)
• Salman Amin (stepped
down February 2025)
• Edward Bonham Carter
• Graham Cooke
• Margaret Ewing
• Sharmila Nebhrajani
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/about‑itv/corporate‑
governance/terms‑of‑reference
The main role of the Committee is to:
• Regularly review Board composition, 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 2025
In addition to Committee members, the
Chief Executive, Chief People Officer
and General Counsel and Company
Secretary regularly attended meetings
of the Committee.
JANUARY
• Review of Board Diversity Policy
• Director time commitments and
‘over boarding’ considerations
• Proposal for re‑election of Directors
at the AGM
• Review of draft Nominations
Committee Report in Annual Report
• Review of results from the
Committee evaluation
• Identification of need for a NED with
Financial experience
JULY
• Indicative timeline and process for
external Board evaluation
• Annual review of terms of reference
and register of interests
• Executive and Non‑executive
Director succession planning
• Review of composition, structure
and size of Boards and Committees
• Executive Leadership Team
development plans
NOVEMBER
• Review of Senior Management
succession planning
ANNUAL REVIEW
An annual review of the performance of
the Committee is conducted each year.
• In 2025, an externally facilitated Board performance review was undertaken which included a review of the Committee.
The results are summarised on page 79
• 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 2026 were to continue to focus
on Executive and Non‑executive Director succession planning for the Board, as well as senior management talent
retention and succession
ITV plc Annual Report and Accounts 2025 81
Strategic Report Governance Financial Statements
Board composition
and succession planning
Composition
During the year, the Committee undertook an
analytical review of the Board and Committee
composition, assessing the range and balance
of skills, experience, diversity, knowledge and
independence to identify any gaps and inform
any Non‑executive Director searches. The review
concluded that the Directors had the right skills,
knowledge and experience to enable ITV to
execute its strategy. However, taking into
consideration current tenure, a search was
instigated for a Non‑executive Director with
financial expertise which resulted in the
appointment of Helen Ashton to the Board and
Audit and Risk Committee on 13 May 2025.
Committee membership was considered and
as a result Marjorie Kaplan joined the Audit and
Risk Committee from January 2025 and the
Remuneration Committee from May 2025.
Dawn Allen is due to take on the Audit and
Risk Committee Chair role in March 2026.
Non‑executive Director succession planning
The Committee continues to keep succession
under review for each of the non‑executive roles
to account for tenure and to ensure the size,
structure, composition and diversity of the
Board and its Committees are appropriate.
Executive Director and Group Executive
Committee succession planning
During the year, the Chief Executive and Chief
People Officer reported on the succession
planning measures in place for the Group
Executive Committee (including the Executive
Directors), as well as the direct reports to Group
Executive Committee members.
This included 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. Where suitable it identified
internal candidates or where an external search may
be needed, both for emergency and longer‑term
succession. The Committee also had a session on
improving the strength, depth and diversity of
aspiring leadership.
Board searches
During the year, the Committee oversaw the
appointment of a new Non‑executive Director.
The Committee approved the appointment
of Egon Zender for the search. Other than the
provision of search services, Egon Zender has
no other connections with the Company or any
individual director and has previously supported
the recruitment of Non‑executive Directors to
the Board.
The specification for the candidate set out the
agreed keys skills 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,
whilst selecting the highest calibre candidates for
appointment to the Board, based on merit and
objective criteria.
A shortlist of candidates was considered by all of
the members of the Committee (led by the Chair)
the Chief Executive and Group CFO and COO.
Following this, the Committee interviewed and
recommended the appointment of Helen Ashton
which the Board subsequently approved. Helen has
extensive financial, digital and retail experience
having held a number of senior roles in large scale
global businesses.
Helen undertook a comprehensive induction
programme. See page 80 for further information.
The Committee is satisfied that this appointment
further strengthens the mix of expertise on the Board.
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 29 to 30 for further information on
our Group‑wide diversity plan and targets.
The Chair regularly reviews the composition of the
Board and its Committees to ensure that they are
representative of society and include directors
from the widest range of backgrounds. 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 and 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 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
Executive 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
Maintain at least 40% Directors who
are women on the Board over the short to
medium term
As at 31 December 2025, the Board had 54.55%
women 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 Group Executive Committee and senior
management below this level. We are therefore
pleased that in 2025 the FTSE Women Leaders
Review ranked ITV 11th out of the FTSE 250 and third
of the Media sector for representation of women in
leadership, with 30% women in the Group Executive
Committee and their direct reports.
Nominations Committee Report continued
ITV plc Annual Report and Accounts 202582
Maintain at least one Person of Colour on the
Board over the short to medium term
As at 31 December 2025, ITV complies 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.
The Committee ensures that executive search
agencies used for Non‑executive Director
searches are signatories to this code.
When conducting a Non‑executive Director
search, the Committee works closely with the
executive search agency to compile a long and
shortlist of candidates. Non‑executive shortlists
include at least 50% female candidates, whilst
also ensuring that the non‑executive search pool
is sufficiently wide to include other types of
diversity, e.g. People of Colour, Deaf, Disabled or
Neurodivergent candidates with a broad range of
expertise, skills and backgrounds.
Andrew Cosslett
Chair
5 March 2026
Financial Conduct Authority Diversity Disclosure Table
In accordance with Listing Rule 6.6.6R (10), our gender and ethnicity data in the format set out in LR6 Annex 1R is below. As at 31 December 2025, the Company
complies with the requirements under UK Listing Rule 6.6.6R(9)(a)(i) to (iii).
The Board and Group Executive Committee members are asked to complete a diversity monitoring form to confirm which of the categories set out in
the table below they identify with. As Carolyn McCall and Chris Kennedy sit on both the Board and Group Executive Committee they have been counted
in both totals.
The Company met all three targets on board diversity set out in UKLR 6.6.6(9) as at the year end as set out below.
1. At least one of the required senior positions on its Board of directors is held by a woman.
2. At least one individual on the Board of directors is a Person of Colour.
3. 54.5% of the Board of directors are women, therefore the Company exceeded the target for 40% of its Board to be women.
Gender
Number of Board
members
Percentage of
the Board
Number of senior
positions on the
Board (CEO, CFO,
Chair and SID)
Number of
Executive
Committee
Members
Percentage of
Executive
Committee
Men 5 45.45 3 7 70
Women 6 54.55 1 3 30
Ethnicity
Number of Board
members
Percentage of
the Board
Number of senior
positions on the
Board (CEO, CFO,
Chair and SID)
Number of
Executive
Committee
Members
Percentage of
Executive
Committee
White British or other White (including minority white groups) 10 90.91 4 9 90
Mixed/Multiple Ethnic Groups – – – – –
Asian/Asian British 1 9.09 – – –
Black/African/Caribbean/Black British – – – 1 10
Other ethnic group – – – – –
Not specified/ prefer not to say – – – – –
A copy of the Board Diversity policy can be found on our website www.itvplc.com/about-itv/corporate-governance/policies
ITV plc Annual Report and Accounts 2025 83
Strategic Report Governance Financial Statements
Dear Shareholder
On behalf of the Board, I am pleased to present
the 2025 Audit and Risk Committee (ARC) report,
which sets out the key areas of focus during 2025
and until the date of this report.
During 2025, the focus of the Group has been
on strategic transformation and simplification to
reshape the cost base and enhance profitability,
responding to the challenging macro environment
as well as the ever-changing media landscape.
In this environment, the Committee has continued
to focus on risk management, the impact of the
ongoing restructuring on internal controls, financial
and accounting implications of the strategy
implementation, and preparing for compliance
with the evolving legal and regulatory changes.
Despite an incredible workload, ITV colleagues
have responded positively and effectively to the
challenging environment and very significant ITV
constantly evolving change agenda.
Throughout 2025 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 to ensure the Committee is provided
with the necessary information to enable it to
guide, challenge and advise and, when required,
make informed decisions. I also met privately
throughout the year with the lead external audit
partner from PwC and, as ITV transitioned to a
co-sourced Internal Audit model in May, with the
Group Director of Risk and Assurance until the
newly appointed Head of Internal Audit started
in her role in September.
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, corporate
restructuring and impairment assessments,
progress of certain legal and regulatory matters
and disclosure and provisioning implications.
Details of the significant financial reporting issues
we considered can be found in this report. A review
of financial performance of the Studios division’s
acquisitions from the past three years, compared
to the approved acquisition business cases, was
conducted including the management team
providing an update on outlook for each
acquisition at a Committee meeting.
The Committee considered the corporate
simplification plan. The plan, aimed to decrease
the structural complexity resulting from years
of acquisitions and mergers, was successfully
proposed and executed during the year.
The Committee reviewed the Principal and
Emerging Risks to ensure they reflected the
evolving internal and external landscape, with
appropriate mitigations in place where possible.
The Committee considered whether the Group
operated within the risk appetite set by the Board,
and whether the potential financial effects of
these risks had been appropriately reflected
in the forward looking, going concern and
viability assessments.
The Committee also reviewed updated risk
narratives and appetite statements. This included
the removal of Third-Party Risk Management as a
standalone principal risk and its integration across
relevant principal risks to provide a more integrated
and accurate reflection of third-party exposures.
Audit and Risk Committee Report
IN THIS REPORT
The purpose of this report is to highlight the
role of the Audit and Risk Committee in
ensuring oversight of the integrity of
financial and non-financial reporting,
effectiveness of audit arrangements and
robustness and effective operation of all
material internal controls, compliance and
risk management processes.
WHO IS ON THE COMMITTEE
Composition
The current members of the Committee are:
• Margaret Ewing (Chair)
• Dawn Allen
• Helen Ashton
• Graham Cooke
• Marjorie Kaplan
Full details of attendance at Committee
meetings can be found on the table on
page62
Detailed biographies can be
found on pages 57 and 59
The Committee is composed entirely of
independent Non-executive Directors.
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 2024 Corporate Governance
Code (‘the Code’), the Board considers that
Margaret Ewing, Dawn Allen and Helen Ashton have
recent and relevant financial experience. Marjorie
Kaplan joined the Committee on 29 January 2025
and Helen Ashton on 13 May 2025.
Margaret Ewing
Chair, Audit And Risk Committee
ITV plc Annual Report and Accounts 202584
Matters considered at the meetings are set
out on the pages that follow.
Meetings in 2025
The Committee held five scheduled meetings
during the year, and two ad hoc meetings.
In addition to Committee members, the Chair
of the Board, Group CFO and COO, Group
Director of Finance, Group Financial Controller,
General Counsel and Company Secretary,
Group Director of Risk and Assurance, Head
of Internal Audit (EY until April 2025 and now,
in-house) and External Audit lead partner
(PwC) regularly attend meetings.
There were a number of private sessions
during the year when the Committee met
with the External Audit lead partner and,
separately, the Head of Internal Audit, in
addition to the Committee having a private
discussion, without management or auditors
present, after each Committee meeting.
Our role
The Committee’s terms of reference, reviewed
annually and last updated in July 2025, 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 and
non-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. A summary of
the Committee’s activities from the date of
our 2025 report and until the date of this
report is detailed on the following pages.
Annual Review
In 2025, an externally facilitated evaluation
of the Committee’s performance was
undertaken. Participants in the evaluation
were the Committee members and
the Auditors.
The evaluation concluded that the Committee
continues to work effectively, is highly engaged,
with members having a complimentary and
highly relevant mix of skills 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 2026 will include:
1. The ongoing implementation and
enhancements of the risk management
and control frameworks, ensuring the
Group is ready to comply with provision
29 of the Code
2. A continued focus on AI, Technology and
Cyber Security
3. Monitoring the embedding of the corporate
simplification programme and ensuring that
governance, risk management and controls
remain appropriately aligned following the
reduction in structural complexity.
In addition, the Chief Executive and other
members of the Executive Committee 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.
Furthermore, the Committee has ensured
that the Board and management’s plans and
preparations for complying with provision 29 of
the Code are appropriate, adequate and being
successfully implemented. This involved
reviewing and refreshing ITV’s internal controls,
with an emphasis on simplifying the framework,
updating supporting procedures and policies and
clarifying roles and responsibilities of second line
of defence teams.
The Committee received in-depth updates on
several strategically important areas, recognising
the rapid changes in the external environment.
These areas included Information Technology,
Cyber Security, ITV’s Data Strategy and Privacy,
and Artificial Intelligence. Internal audits have
been conducted in each of these areas, leading
to the implementation of further enhancements.
The Committee has also focused on upcoming
regulatory developments, such as sustainability
reporting, including the Corporate Social
Responsibility Directive (CSRD), and the Economic
Crime and Corporate Responsibility Act 2023 and the
compliance requirements and implications for ITV.
Information regarding the Board’s stakeholder
engagement is set out on pages 64 to 72, 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. In September, members of
the Committee met with the Finance and other
teams and senior leaders in our Manchester
operations to seek feedback following the
restructure the prior year and the significant
change and demands the teams were
experiencing, including the accounting and
financial implications of the corporate
simplification project.
I want to personally express my gratitude to all
ITV colleagues and other involved parties for their
immense effort, fortitude, and loyalty throughout
2025. This year has brought significant and rapid
change and improvement within ITV, achieved
against a very difficult and volatile external
environment. My thanks are specifically directed
toward those involved in the Group’s corporate,
compliance and financial integrity, controls,
recording and reporting, and risk management.
I hope that you find this report informative and
can continue to take assurance from the work
undertaken by the Committee this year. Dawn
Allen will succeed me as Chair of the Audit and
Risk Committee with effect for financial year
2026 and I know the Committee and ITV will
benefit from this appointment as Dawn has
already demonstrated, through her tenure
to date as a member of the Committee,
that she will be an extremely effective
and strong chair.
Margaret Ewing
Chair, Audit and Risk Committee
5 March 2026
2025 KEY MATTERS
ITV plc Annual Report and Accounts 2025 85
Strategic Report Governance Financial Statements
Audit and Risk Committee Report continued
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 Group’s
financial statements, internal controls and/or the delivery and execution of the Groups’ 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 Group’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
120 to 126. 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
ITV’s Fraud Risk Management Framework in
line with the UK’s new corporate offence of
‘Failure to Prevent Fraud’.
The Committee also considered the Group’s
changing risk landscape and the implications
for non-financial fraud risk.
The UK corporate offence of
‘Failure to Prevent Fraud’ came
into effect from September 2025.
The Committee considered ITV’s
plan to respond to the new
legislation including:
• Risk assessments completed
• Group-wide fraud risk register
put into place
• A review of controls and
enhancements and
• Training for UK and International
Studios and Group Services
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.
EXTERNAL REPORTING
Our role Reviewed
• Monitor the integrity of published
financial information and non-
financial information
• Review and challenge significant
financial reporting issues, estimates
and judgements
• Review the appropriateness
of accounting policies, practices
and disclosures
• Ensure compliance with relevant legal
and financial reporting standards and
regulatory guidance
• Ensure consistency of non-financial
disclosures, including climate risks
and opportunities, and compliance
with related evolving regulatory
non-financial reporting requirements
• Provide advice to the Board on
whether the Annual Report and
Accounts (‘ARA’) are fair, balanced
and understandable and the
appropriateness of the risk
disclosures, going concern statement,
the long-term viability statement and
the statement regarding effectiveness
of the internal controls and risk
management systems
• 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 2025 ARA, prior to recommendation to Board for
approval, including review of the Group Financial Statements,
Principal and Emerging Risks disclosure, and Non-financial
reporting and disclosures and assessment that the ARA are 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 which included both Box Clever and CMA matters,
that are no longer matters of concern, amongst other legal 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 and the transfer of the Box Clever Group
Pension Scheme into the ITV Pensions Scheme
• Assessment of appropriateness of identification
and classification of exceptional items and alternative
performance measures (‘APMs’)
• 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, tax and dividend policies, updates and funding strategy
• Developments in financial and corporate reporting, particularly in
respect of CSRD and other ESG/climate-related regulatory
reporting requirements (see climate-related governance later in
this report)
• 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 FY24 subsidiary
statutory accounts by regulatory filing dates
ITV plc Annual Report and Accounts 202586
SIGNIFICANT AUDIT RISKS AND ACCOUNTING JUDGEMENTS
Exceptional items including APMs
Issue Action taken by the Committee Outcome/future actions
During 2025,
management proposed a
number of matters to be
classified as exceptional
items and/or APMs. (See
note to the financial
statements and page 33
for an explanation of the
exceptional items policy).
The Committee continued to closely
scrutinise the application of the Group’s
policy on exceptional items and APMs,
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, and
transformation 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 APMS,
and management’s approach
to these items, were appropriate.
The Committee also recognised
that management had exercised
discipline on the categorisation
of costs as exceptional items
and APMs, the policy had been
applied consistently, and the
amounts were clearly disclosed
in the ARA. See page 33 for
information on and details of
exceptional items in 2025.
The Committee will continue
to review the exceptional items
and APM policy and definitions
regularly, consider evolving
regulatory scrutiny and challenge
the impact of exceptional items
and other APMs on reported
earnings.
SIGNIFICANT AUDIT RISKS AND ACCOUNTING JUDGEMENTS
Review of legal cases
Issue Action taken by the Committee Outcome/future actions
ITV is currently, and has
been previously, subject
to legal disputes where
the outcome is not
certain, including the
quantum of liability
(actual or possible).
The litigation in respect
of the Box Clever Group
Pension scheme deficit
was successfully
concluded in 2025 and
the UK Competitions and
Markets Authority (CMA)
investigation (that
commenced in 2023)
was terminated by the
CMA with no action
being taken.
Throughout 2025, the Committee reviewed
management’s updates on its various
outstanding legal cases and any potential
liability that might arise from them.
In respect of Box Clever, the Committee
continued to receive regular updates on
progress in settling the dispute in accordance
with the Settlement Agreement.
In October 2025, all members of the Box
Clever Group Pension Scheme transferred
into the ITV Pension Scheme with the related
Scheme liabilities now recognised in the
Consolidated Statement of Financial Position
through Exceptional Pension related costs.
Consequently, the provision held of for this
matter, has been released to Exceptional
Pension related items, consistent with the
initial recognition of the provision. Following
considerable discussion and input from the
external auditor, the Committee agreed the
release of the Box Clever provision .
CMA investigation concluded in March 2025.
Following considerable
discussion and input from the
external auditor, the Committee
agreed the release of the Box
Clever provision. The Committee
also agreed the disclosure made
in respect of Box Clever was
appropriate, given the agreement
with the Pensions Regulator, Box
Clever Pension Trustees and the
ITV Pension Trustees See note
2.2F of the Financial Statements.
on page 140.
ITV plc Annual Report and Accounts 2025 87
Strategic Report Governance Financial Statements
Audit and Risk Committee Report continued
OTHER SIGNIFICANT ISSUES IMPACTING FY25 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.
The current global environment, and its
outlook, for television productions is difficult,
causing some volatility in estimation of future
payments and year end liability related to
prior acquisitions.
In 2025 two new companies were acquired:
Moonage Pictures Limited and Plano a Plano
Productora Cine Y Television SL. The
Committee considered management’s
post-acquisition review and, in light of the
review, the appropriateness of the
anticipated future payments.
The Committee agreed with
management’s assessment
of expected future payments
payable to Moonage Pictures
Limited, Plano a Plano Productora
Cine Y Television SL and other
previous acquisitions, recognising
the difficulties in forecasting
future activity.
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.
In 2025, the Group bifurcated the existing
longevity swap, creating two IAS 19 plan
assets: a cash flow swap and a pure longevity
swap. The Group also consolidated its
pension structures by merging the UTV
Pension Scheme and the Unfunded Schemes
into the main ITV Pension Scheme. In
February 2026, after the reporting date, the
UTV Pension Scheme was wound up in
accordance with the relevant rules and
regulations. As previously mentioned, in
October 2025, all members of the Box Clever
Group Pension Scheme transferred into the
ITV Pension Scheme.
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.
OTHER SIGNIFICANT ISSUES IMPACTING FY25 AND/OR FUTURE YEARS
Treasury and financial risk management
Issue Action taken by the Committee Outcome/future actions
During 2025 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 proposed option to
address the short-term refinancing needs of
the business; specifically, the refinancing of
the €360 million that remained outstanding
on the €600 million Bond maturing in 2026.
In June 2025, the Group entered into a new
£300 million term loan facility. This
committed facility has been put in place
ahead of the September 2026 bond maturing.
The term loan facility is available for drawing
from 26 June 2026 and matures three years
from the date it is drawn.
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 risks.
The Committee also
recommended to the Board
the approval of management’s
financing proposals 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 2025.
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 2025, the Committee
considered management’s proposed
changes to the provision recorded at 30 June
2025, updated to reflect ongoing discussions
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 the outcome
of ITV’s discussions with HMRC and
the implications for the relevant
‘front of camera’ individuals.
ITV plc Annual Report and Accounts 202588
OTHER SIGNIFICANT ISSUES IMPACTING FY25 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 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
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.
Going Concern and Viability Assessments
Issue Action taken by the Committee Outcome/future actions
The Committee
considered management's
assessment of going
concern and long-term
viability taking into
consideration the ongoing
economic uncertainty and
structural change in media
markets, with particular
focus on liquidity and
covenant headroom
under severe but plausible
downside scenarios.
The Committee reviewed and challenged
management’s assessment, which was based
on the Board-approved five-year plan
(2026-2030). Management prepared detailed
cash flow forecasts under three structural and
operational bases and applied severe but
plausible downside scenarios, both individually
and in combination, to all three bases.
The Committee:
• Reviewed projected liquidity and
covenant headroom
• Considered the impact of the combined
downside scenario
• Assessed the flexibility within the
Group’s financing arrangements and
committed facilities
• Reviewed the external auditor’s work
in this area.
The Committee also considered external
market commentary as contextual information
in assessing the Group’s broader operating
environment. The Committee reviewed the
clarity and appropriateness of the proposed
disclosures in the 2025 Annual Report and
Accounts relating to going concern and viability.
Following challenge and
discussion, the Committee
concluded that management’s
assessment was robust. It
recommended the viability
statement and related disclosures
for approval by the Board and
concluded that adopting the going
concern basis of accounting
remained appropriate.
The Committee will continue
to monitor the Group’s liquidity,
covenant position and
financial resilience.
OTHER SIGNIFICANT ISSUES IMPACTING FY25 AND/OR FUTURE YEARS
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 for
the Studios and M&E CGUs. Management
recognised an impairment of the SDN CGU
in the prior year.
• Management’s assessment of ITV plc’s
investments in subsidiary undertakings
for impairment following the corporate
restructure during the year. Management
recognised an impairment of certain
subsidiary undertakings and noted that
the impairment is sensitive to key
assumptions in the models.
The Committee challenged
management on the key
assumptions in the impairment
cashflow forecast models and
received the views of the external
auditors following their audit and
considered the impairments
taken to be appropriate.
ITV plc Annual Report and Accounts 2025 89
Strategic Report Governance Financial Statements
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 effectiveness of the
risk identification and mitigation
processes and undertake deep dives
into the effective management of high
risk business areas and processes
• Review the effectiveness
of the internal control and risk
management frameworks
• Oversee appropriate compliance,
duty of care, speaking up and fraud
prevention arrangements
• Ensure the Group and Board are
compliant (or will be when required
to be) with all relevant regulations
regarding internal controls and risk,
and specifically Provision 29 of
theCode
• Management’s assessment of principal and emerging risks,
including identified mitigations and their effectiveness.
• The Group’s viability and going concern, including consideration
of severe but plausible scenarios.
• Progress in strengthening risk management capability across
areas such as cyber security, duty of care, and crisis management.
• Insurance arrangements and how these support the management
of principal and other financial risks.
• Progress in ensuring the Board is ready to comply with Provision 29
of the Code, included reviewing and refreshing ITV’s internal controls
(more detail in the case study below).
• Enhancements to technology and IT controls, and specifically AI,
data and cyber security controls.
• How internal audit and other assurance activities align to the
Group’s principal and operational risks.
• The effectiveness of Speaking Up processes, including oversight
of the complaints handling and monitoring processes.
• Progress in strengthening data privacy and data governance
arrangements.
• The effectiveness of the corporate compliance framework and
related monitoring.
• The Group approvals framework, including M&A approvals process
and approved amendments.
• The Group-wide enterprise risk assessment undertaken in
preparation for the Economic Crime and Corporate Transparency
Act 2023.
• Oversight and significant focus on the Transformation Programme,
with a focus on business simplification.
Risk Management
During 2025, the Committee focused on how ITV’s
risk profile is changing in response to the external
environment and the delivery of the Group’s
transformation and simplification programmes.
The Committee oversaw the effectiveness of
ITV’s risk management framework and challenged
management on the identification and management
of principal and emerging risks.
The Committee monitored the continued progress
in embedding a simpler and more consistent
approach to risk management across the Group.
Improvements in the quality and consistency of risk
reporting during the year enabled clearer oversight
and more effective challenge by the Committee.
Throughout the year, at every scheduled Committee
meeting, the Committee was provided with a status
report on progress in refining and improving the
Group’s Material Control Framework, aligned with
Provision 29 of the Code. This included considering
how the improved Material Control Framework
strengthens the link between principal risks, key
controls and management actions.
The Committee also reviewed the Group’s crisis
management arrangements, including simulation
exercises involving the Group Executive Committee
and members of the Board. These exercises tested
response and escalation arrangements, including for a
cyber-attack scenario, and the lessons identified have
been incorporated into incident response planning.
The ongoing strengthening of the financial, IT,
compliance, operational and cyber security control
environment further demonstrates management’s and
the Board’s commitment to robust governance. Based
on the work undertaken during the year, including
internal and external audit findings and ongoing
engagement with management, the Committee
confirmed to the Board that ITV maintained an
effective risk management framework throughout
2025 and operated within the Board approved risk
appetite. While further improvements are planned
for 2026, the Committee was encouraged by the
progress made and considers the framework to be
well established and responsive to future challenges.
Internal Controls Over
FinancialReporting
The Group’s approach to risk management,
including the principal risks and related mitigations,
is described in detail in the Risk and Uncertainties
section on pages 43 to 47. As part of its oversight role,
the Committee focused on ensuring that internal
controls over financial reporting remain effective
and support the integrity of the Group’s
consolidated accounts.
During 2025, the Committee received regular
updates on the effectiveness of the Group’s financial
reporting controls, including progress in reviewing
and refreshing the Group financial control
framework. This work was undertaken to ensure
that key financial controls are accurately aligned to
the risks in the underlying financial processes, with
clear ownership and accountability and operation
across the Group. Members of the Committee also
engaged directly with the Global Finance Operations
Management team as part of this oversight.
The Committee noted continued improvement
in the financial reporting control environment
during the year. This included enhancements to
IT controls supporting key financial systems and
progress addressing prior-year improvement
recommendations from both external and
internal auditors.
In fulfilling its responsibilities, the Committee reviewed
the Group’s half year and full year trading updates and
the audited annual financial statements, together with
supporting management commentary, with particular
focus on key judgements, estimates and areas of risk.
This review formed an important part of the Committee’s
overall assurance of the effectiveness of internal
controls over financial reporting.
Based on the assurance obtained during the
year, including internal audit work, management
monitoring and reporting, control self-assessments
and the external auditor’s year end review, the
Committee concluded that internal controls over
financial reporting operated effectively throughout
2025, with no material weaknesses identified.
During 2026, the Committee will continue to receive
regular updates on the effectiveness of financial,
operational, compliance and technology controls,
including those impacted by ongoing change
programmes, to support its ongoing assurance
to the Board.
ITV plc Annual Report and Accounts 202590
During 2025, the Committee focused on overseeing
management’s progress from design to readiness in
preparation for the Board’s future reporting on the
effectiveness of material controls under the Code.
The Committee oversaw and challenged management’s
identification of material controls aligned to the principal
risks and reviewed how control frameworks were being
updated where needed. The Committee also considered
whether control ownership, governance and accountability
for material controls were sufficiently clear to support
consistent operation and oversight.
The proposed approach to assessing the effectiveness of
material controls was reviewed and challenged by the
Committee, including how control deficiencies would be
identified, assessed and escalated. The Committee was
satisfied that the approach being adopted is proportionate
and appropriate to the Group’s risk profile.
The scope and purpose of an end-to-end dry run of material
control testing planned for early 2026 were also reviewed and
agreed. This exercise is expected to provide further assurance
over control design and operation and to identify any areas
requiring remediation ahead of the Board’s formal reporting.
The Committee was very encouraged by the progress made
during 2025 and considers the foundations for future material
controls reporting to be well established. Oversight of
material controls will remain a key focus during 2026, with
outcomes reported to the Board.
Cyber security remains a key area of focus for the Committee,
given its importance to the Group’s operations, reputation
and long-term strategy, and the increasing scale and
sophistication of cyber threats.
During 2025, the Committee monitored management’s
approach to cyber security and resilience and received
regular updates on the effectiveness of controls,
preparedness for major incidents and progress against
agreed improvement plans. The Committee reviewed
management’s adoption of an internationally recognised
cyber security framework and considered how this was being
used to assess maturity, prioritise investment and drive
continuous improvement.
The Committee reviewed how lessons from external
third-party cyber incidents and internal testing were being
incorporated into ITV’s response and recovery arrangements.
This included oversight of crisis simulation exercises involving
senior management and the Board, designed to test
decision-making, escalation and recovery in the event
of a significant cyber incident.
The Committee also reviewed management’s work to identify
critical business services (minimum viable company) and
strengthen recovery planning, including the ability to respond
to scenarios where key systems or third-party services are
unavailable. The Committee considered this work to be an
important part of improving the Group’s operational resilience.
The Committee was pleased with the progress made during
2025 and took assurance that cyber security risks continue
to be actively managed. Cyber security will remain a priority
area of oversight in 2026, with continued focus on incident
response, recovery capability and reducing the risk of
cyber-enabled disruption.
MATERIAL CONTROLS CYBER SECURITY
Artificial Intelligence remains an important area of focus for
the Committee given its potential to drive innovation and
efficiency, alongside emerging regulatory, data, intellectual
property and ethical risks.
During 2025, the Committee oversaw management’s move
from an initial focus on generative AI to a broader governance
framework covering the use of AI across the Group. The
Committee reviewed how this framework is intended to
support responsible innovation while managing the risks
associated with unauthorised use, regulatory compliance
and data and rights protection.
The Committee received updates on the development and
embedding of the Group-wide AI policies, risk assessments
and governance arrangements, and challenged management
on how AI risks are identified, monitored and controlled in
practice. This included consideration of the Group’s AI risk
appetite and how it is applied to decision-making and the
approval of new use cases.
The Committee also reviewed progress in strengthening
controls over AI usage, including measures to improve visibility
of AI systems in use and to limit the risks associated with
unapproved tools. The Committee considered the approach
taken to be proportionate and appropriate given the pace of
technological change and the evolving regulatory landscape.
The Committee acknowledged the significant progress made
during the year and took assurance that AI risks are being
actively managed within the Board approved risk appetite.
Oversight of AI will remain a priority in 2026, with continued
focus on governance, regulatory readiness and the safe and
responsible use of AI across the Group.
ARTIFICIAL INTELLIGENCE (AI)
ITV plc Annual Report and Accounts 2025 91
Strategic Report Governance Financial Statements
Audit and Risk Committee Report continued
SUSTAINABILITY AND CLIMATE‑RELATED GOVERNANCE
Our role Committee reviewed
• Reviewing ITV’s global sustainability
environmental and climate risk mitigation
strategies, targets, progress and reporting
in compliance with the Task Force on
Climate-related Financial Disclosures
(TCFD), Climate-related Financial
Disclosures (CFD) and other existing or
upcoming sustainability and environmental
(and other ESG related) regulations and
related reporting requirements
• Assessing the integrity of the targets
and data included in the reporting and
obtaining appropriate assurance on
its completeness, reasonableness
and accuracy
• Independent limited assurance over the Group’s Greenhouse
Gas (GHG) emissions data, including Scope 1, 2 and relevant
Scope 3 emissions
• The Group’s climate-related disclosures, including TCFD and
CFD reporting, climate scenario analysis and the associated
risks and potential impacts (including financial)
• How climate-related risks are reflected within the
Group’s Principal Risks, and consideration of the need
(or not) to reflect these risks in the viability statement
and financial statements
Sustainability and climate-related
governance
The Committee has oversight of sustainability and
climate-related risks and opportunities, including
the integrity of related disclosures and the Group’s
compliance with applicable sustainability environmental
and climate reporting requirements.
During 2025, management’s approach to
sustainability and climate-related governance
was monitored by the Committee, including the
implementation of ITV’s Climate Transition Plan.
This included a review of how climate-related risks
and opportunities are considered within business
planning, governance arrangements and risk
monitoring, informed by updates to ITV’s Climate
Scenario Analysis.
Management’s assessment of the potential
financial impact of known climate-related risks and
opportunities was reviewed by the Committee, which
agreed that these are not currently material. Climate
change is recognised as an emerging risk and will
continue to be monitored as data quality, modelling
and regulatory expectations develop.
The methodology and controls supporting
greenhouse gas (GHG) emissions reporting were
also reviewed, together with the results of the
independent limited assurance over carbon footprint
data. This provided assurance over the reliability of
the sustainability and climate-related disclosures
included in the Annual Report and Accounts.
During the year, the Committee monitored
developments in sustainability reporting
requirements, including the evolving expectations
under the Corporate Sustainability Reporting
Directive (CSRD), and considered the implications
for the Group.
The Committee noted the progress made during the
year in strengthening sustainability governance and
climate-related reporting. It will continue to oversee
further enhancements in this area, including
improvements to data quality, climate-related risk
identification and performance metrics, and oversight
of management’s development of updated targets
aligned with changes to the Science Based Targets
initiative Net Zero Standard and the upcoming UK
Sustainable Reporting Standard, to support the
Group’s climate transition planning and future
reporting requirements.
INTERNAL AUDIT
Our role Committee reviewed
• Monitor and review the effectiveness and
independence of the Internal Audit function
• Approve the internal audit plan and oversee
its delivery, including any changes required
during the year
• Ensure Internal Audit provides robust,
independent assurance aligned to Group
risks and priorities
• The independence, scope and effectiveness of Internal
Audit function
• The internal audit plans for 2025 and 2026, including changes
made during the year to reflect evolving risk and priorities
• Key findings and themes from internal audit reviews, and
management’s progress in addressing agreed actions
• Matters discussed in private meetings with Internal Audit,
held without management present
• Progression in the transition to a co-sourced internal audit
model, approval of the appointment of the new Head of
Internal Audit and confirmation that the function continued
to operate effectively during the year throughout the
transition from fully outsourced to a co-sourced model
Internal audit
2025 has been a year of transition in the provision of
internal audit at ITV, moving from a fully outsourced
internal audit function, provided by EY, to an intended
co-source function. From May, the provision of internal
audit services was led by the Group Director of Risk
and Assurance, supported by Deloitte providing
resource to complete audits specified in the
Committee’s approved 2025 internal audit plan.
In September, a Group Head of Internal Audit was
appointed to lead the function, initially
(as a priority) determining the resources that will
be required to deliver the 2026 internal audit plan
(including appointing an external co-source partner)
whilst continuing to deliver internal audits that
reflected the significant changing environment
and priorities across ITV.
In addition to a formal discussion, 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 (prior to May) and the Group
Director of Risk and Assurance, reports 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.
Prior to the start of the year, the Committee approved
the 2025 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 and critical change programmes.
ITV plc Annual Report and Accounts 202592
However, during 2025, the audits and reviews
undertaken were not always aligned to the original
2025 audit plan, with focused audits being launched
quickly, responding to changing risks and priorities
across the Group. The results from this approach
reinforced the Committee’s and management’s
decision to move away from a fully outsourced
internal audit model.
The Committee has concluded that, overall, it has
gained improved insight from the internal audits
completed, particularly the specialist audits, with
improvements in various control areas and
processes being implemented as a result of internal
audit recommendations. 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.
The Committee is confident that the structure of
the internal audit function, with an experienced
Group Head of Internal Audit and a co-source
arrangement (with flexibility to appoint external
experts in various subject matters to assist), will
provide the Group with best practice in terms of
a 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.
EXTERNAL AUDITOR
Our role Committee reviewed
• 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
FY25 audit strategy/plans
• PwC’s reports on the H1 review and FY25 audit progress,
findings and conclusions
• Auditor opinion on FY25 financial statements
• Recommendation to reappoint PwC at 2026 AGM
• Approval of the appointment of the lead audit partner who
will lead the audit in respect of the 2026 financial year.
• Approval of non-audit services policy
• Approval of 2025 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 FY24 external audit quality indicators
(AQIs), setting of the 2025 AQI measures and subsequent
consideration and monitoring of performance against
these, including post the FY25audit
External audit effectiveness
andquality
In undertaking its key responsibility in respect
of assessing external audit quality the Committee
has focused on:
• Audit Quality Indicators (AQIs): In May 2025,
the Committee assessed the external auditor’s
effectiveness and performance in respect of the
2024 audit against seven AQI predetermined
targets. This highlighted that the actions arising
from the prior year’s AQI conclusions had been
implemented, leading to improvements
throughout the audit, particularly in respect of the
interim controls testing. The results of the AQI also
highlighted that an effective audit had been
delivered. A final review of the performance of the
AQIs relating to the 2025 audit will be undertaken
in May 2026. The Committee regards AQIs as a
meaningful and valuable tool, facilitating informed
discussion between the Committee, management
and auditors on the effectiveness of many aspects
of the audit, identifying opportunities for
improvements, and will continue to adopt them as
one of its tools for assessing audit effectiveness
• Audit plan and strategy: The Committee
discussed, challenged and subsequently approved
PwC’s detailed audit plan and strategy, including
the intended scope of the audit, identified
significant and elevated audit risks, the level of
materiality proposed, and the principles of PwC’s
centrally directed audit approach. The Committee
welcomed the ongoing evolution of the audit plan
to address the ever-evolving business and risk
environment, noting the additional areas of audit
focus and consideration to address changes in
the business during 2025
• Auditor’s reporting (written and verbal)
to the Committee: Reporting to the Committee
has been of exceptional quality and has included
regular updates on progress in delivery of the audit
plan, amendments required for changes in risk
assessment and insight, and robust challenge of
the key accounting judgements and estimates
ITV plc Annual Report and Accounts 2025 93
Strategic Report Governance Financial Statements
Audit and Risk Committee Report continued
• Interaction with auditor: The numerous
interactions with the auditor (formal and informal)
provided the Committee with an insight into the
quality of the audit process and the audit leadership
team. The Committee noted that PwC continues to
challenge management robustly on key judgements
and estimates, accounting treatments and
disclosures. The Committee also reviewed
PwC’s 2025 transparency report
• Internal evaluation session: Drawing the above
assessments together, the Committee discussed
its overall conclusion on the effectiveness of the
auditor, particularly the challenge and robustness
of approach that PwC applied to its audit and how
this aligned with the provisions contained in the
FRC’s Audit Committees and the External Audit:
Minimum Standard in assessing the effectiveness
of the external auditor and the audit process
as appropriate
The Committee confirms it has complied with
the Audit Committees and the External Audit:
Minimum Standard.
The assessments above enabled the Committee
to conclude that PwC has continued to provide a
high-quality robust audit, which it conducted with
rigor 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 the quality of
communications of the lead and technology audit
partners, the detailed risk-based planning and the
structured 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 will be succeeded by Alex Hookway,
who has shadowed the 2025 audit process as part
of his induction and transition.
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 and, in respect of auditor
tender and rotation, will put the external audit contract
out to public tender at least every ten years. Any public
tender will include the participation of challenger firms
and be conducted fairly and objectively in accordance
with the FRC’s Audit Committees and the External
Audit: Minimum Standard.
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 2026),
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
The Committee has concluded that the external
auditor remains independent and objective.
Non-audit services
In accordance with the Policy on the Independence
and Objectivity of External Auditors policy, in 2025
the Company incurred fees for non-audit services of
approximately Nil (2024: £200,000). For information
on audit fees see note 139 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 2025 ARA, 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 2025 ARA 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 ARA and
assessed the quality of reporting through discussion
with management and the external auditor.
Specific areas of challenge included the presentation
of exceptional items and other APMs, the equal
prominence of GAAP and non-GAAP financial
measures within the front half of the ARA 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 2025
ARA, and that they correctly reflect:
The Company’s position and performance as
described on pages 16 to 27
The Company’s business model as described
on pages 2 and 3
The Company’s strategy, as described on
pages 7 to 11
Following its review, the Committee advised
the Board that the Company’s ARA for the year
ended 31December 2025 were fair, balanced
and understandable.
ITV plc Annual Report and Accounts 202594
Dear Shareholder
The media industry is undergoing significant
and rapid change driven by the expanding choice
for consumers, a competitive landscape that
includes international streamers and global tech
corporations, and the potential for Generative AI
to further accelerate this transformation.
Despite a challenging market, ITV has made
substantial progress in reshaping the business
for the future. In a year that also marked our
70th anniversary, ITV remains a leading force
in broadcasting and streaming and a scaled
global content producer, consistently retaining
its creative edge.
In 2025 ITV delivered a solid performance against
this challenging backdrop that was in line with market
expectations. It continued to deliver against each of
the three main strategic objectives. For the first time,
two thirds of our total revenues came from ITV
Studios and our M&E digital business. ITV Studios
leveraged its global scale to achieve 10% growth in
external revenue by winning business across all key
genres and geographies. ITVX achieved significant
growth with digital viewing up 16% and digital
advertising up 12%, driven by the quality and depth of
its content. The linear broadcast business continued
to deliver mass, simultaneous audiences although,
due to the challenging economic backdrop, total
advertising revenues fell by 5%, a result that was
still up on prior guidance.
As part of the ongoing cost savings programme,
ITV achieved an additional £63 million in
permanent non-content cost savings during the
year. This efficiency allows it to reinvest in the
business, offset inflation, and improve margins in
both ITV Studios and M&E. We are pleased to
propose a full year dividend of 5.0 pence,
consistent with last year.
Incentive outcomes
ITV’s performance in this difficult macro-
environment was directly reflected in our incentive
outcomes. The 2025 annual bonus structure was
based on: adjusted EBITA (50%), cash conversion
(10%), cost savings (10%), individual strategic
targets (20%), and a scorecard of ESG priorities
(10%). Financial targets were designed to be
stretching yet realistic given the uncertain
advertising market.
Group adjusted EBITA was broadly flat year
-on-year at £534 million, which was still a strong
performance relative to expectations at the start
of the year. Cash conversion exceeded planned
results, and good progress was made against
our ESG scorecard. The cost savings target was
over-delivered due to the continued success
of the strategic restructuring and efficiency
programme, which will strengthen the business
for the future. The significant progress against
key strategic goals was reflected in the strong
performance against individual strategic targets.
IN THIS REPORT
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 2025. 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 97)
Overview of remuneration in 2025 and 2026
(pages 98 and 99)
Annual Report on Remuneration
(from page 100)
Directors’ Remuneration Policy
(from page 105)
Remuneration across the Company
(page 109)
Other disclosures (from page 108)
Remuneration Report
Sharmila Nebhrajani
Chair, Remuneration Committee
ITV plc Annual Report and Accounts 2025 95
Strategic Report Governance Financial Statements
The Group EBITA performance means that the
annual bonus value for each Executive Director is
lower than in 2024 with the overall bonus payout
for each at 77% for the Chief Executive and 77%
for the Group CFO & COO. One-third of this award
is deferred into shares for three years, vesting in
2029. This is a lower outcome than the 93.3%
achieved by both directors in 2024, despite their
outstanding performance against challenging
targets set at the start of the year. The Committee
consider that this level of bonus is appropriate
given the robust financial result of the business.
The single figure includes a value for the
Restricted Shares granted in 2023. These awards
will only be released in 2028 after a two year
holding period. Under the restricted shares pay
model, long-term incentive award levels were
reduced by 50% compared to the legacy
performance-based approach.
Both Executive Directors continue to hold significant
interests in ITV shares, substantially exceeding the
shareholding guidelines. Their personal financial
exposure to the share price directly aligns their
interests with those of shareholders.
Wider workforce
The Committee maintains a focus on wider
workforce pay, supported by regular updates
on the internal reward framework alongside
external market benchmarking. These insights,
combined with broader economic trends, directly
inform our executive remuneration. Furthermore,
the Committee contextualises the CEO pay ratio
(detailed on page 107) against peer group
analysis to ensure our approach to pay remains
equitable, competitive, and aligned with
stakeholder expectations.
Reflecting the Group EBITA performance,
the all-employee bonus paid out £1,220 of the
maximum £2,000, a decrease from 100% payout
for the previous year.
A tiered approach was taken to the annual pay
review for 2026: lower earners received 4%, higher
earners including the Executive Directors and
Group Executive Committee received 2%, and
all other employees received 3%.
Reflecting our broader ethos, ITV remains
committed to ensuring all colleagues earn at least
the Real Living Wage. The Company is also deeply
committed to diversity, voluntarily publishing its
ethnicity, disability, and LGBTQ+ pay gaps in
addition to gender pay gap data.
Concluding remarks
The Committee is committed to responsible
and measured pay decisions. We were pleased
by the support from the majority of investors for
the Remuneration Report at the 2025 AGM. The
Committee will continue to actively engage with
shareholders to gather feedback and discuss pay
matters. I trust this report provides clear and
transparent disclosure regarding our pay
approach and the context for these decisions.
I look forward to your support for the
Remuneration Report at the upcoming
AGM in May.
Sharmila Nebhrajani
Chair, Remuneration Committee
5 March 2026
Remuneration Report continued
ITV plc Annual Report and Accounts 202596
Remuneration Committee
WHO IS ON THE COMMITTEE
The Committee is composed entirely of Non-executive
Directors (NEDs).
The members of the Committee in 2025: Full details of attendance at Committee meetings can be found in the table on
page 62
Detailed biographies can be found on pages 57 to 59
• Sharmila Nebhrajani (Chair)
• Salman Amin
(stepped down February 2025)
• Andrew Cosslett
• Edward Bonham Carter
• Marjorie Kaplan
(appointed May 2025)
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/about-itv/corporate-
governance/terms-of-reference
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, Group Executive Committee 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 and underpins
• Review relevant pay ratios and reward information for the wider workforce to contextualise decisions on executive pay
MEETINGS IN 2025
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 Bonus outcomes and Executive Share Plan (ESP)
performance against underpins
• Annual review of the Chair’s fees
• Compliance with shareholding guidelines
• Deloitte’s Discretion Framework
• Shareholder Voting Policies
February
• Bonus outcomes for 2024
• Vesting for 2022 ESP awards
• Approve Bonus targets for 2025
• 2025 ESP award levels and underpins
• Remuneration Report and compliance against the Remuneration Policy
• Review of the Senior Executive Group
• Pay gap reporting and CEO pay ratios
September
• Financial performance update
• Employee reward framework, including review of remuneration and related policies
and remuneration trends
• 2025 AGM season update and key trends around incentive structures
• Review Committee terms of reference
• To note 2025 awards under the executive and SAYE plans
November and December
• Annual pay review
• 2026 incentive framework and targets
ANNUAL REVIEW
A review of the performance of the Committee is
conducted each year.
• In 2025 an externally facilitated Board performance review was undertaken, which included a review of the Committee. The results are summarised on page 79
• Overall, the evaluation concluded that the Committee is working effectively and responding appropriately to its terms of reference
• The evaluation recommended a focus on leadership retention as the business continues to evolve
ITV plc Annual Report and Accounts 2025 97
Strategic Report Governance Financial Statements
Overview of remuneration in 2025
SINGLE FIGURE REMUNERATION AT A GLANCE
Carolyn McCall
Chris Kennedy
Salary
Benefits Pension Bonus Share awards
Total £
4,230,660
Total £2,775,372
PERFORMANCE AGAINST ANNUAL BONUS TARGETS RESTRICTED SHARES – 2023 ESP
0% 50% 100%
% of maximum
Adjusted EBITA
(50% weighting)
Cash Conversion
(10% weighting)
ESG
(10% weighting)
Cost Savings
(10% weighting)
Personal Targets
(20% weighting)
Actual
Maximum
Restricted Shares granted in 2023 are due
to vest in March 2026 and are subject to a
further two-year holding period.
Detail on vesting and underpin
assessment is set out
in the report.
BONUS OUTCOME
Carolyn McCall
77%
of maximum
Chris Kennedy
77%
of maximum
PERCENTAGE OF TOTAL OPPORTUNITY ALIGNMENT WITH SHAREHOLDERS
CHIEF EXECUTIVE GROUP CFO AND COO
Share ownership
Shareholding is a means by which the interests of the Executive Directors are aligned
with those of shareholders. As at 31 Dec 2025, both directors had holdings in ITV that
exceeded their respective guidelines. The applicable guidelines are 400% of salary
for Carolyn McCall and 225% of salary for Chris Kennedy.
Fixed Annual Bonus (% of max) ESP (% of grant value vesting)
Total received of
maximum opportunity 91%
Total received of
maximum opportunity 91%
100%
28%
35%
37%
77% 77%
100% 100%
31%
35%
34%
100%
Carolyn McCall
(400% of salary)
Chris Kennedy
580
37 63
Shares held beneficially
Unvested restricted share awards not subject to
performance conditions, accounted for on a net of tax basis
463
32 68
%
(225% of salary)
The inner ring shows the pay mix at maximum
The outer ring shows the percentage earned against each element
WIDER WORKFORCE IN 2025
SALARY
3%
Increase subject to a minimum of
£1,125 for lower earners
ALL-EMPLOYEE BONUS
£1,220
of the maximum opportunity of £2,000
PENSION
up to
9%
company contribution
BROAD BENEFITS PROGRAMME
See page 109
WHAT DID EXECUTIVE DIRECTORS EARN DURING 2025?
Remuneration Report continued
ITV plc Annual Report and Accounts 202598
Overview of remuneration in 2026
FIXED PAY
Chief Executive salary:
£1,093,390
Group CFO & COO salary:
£782,264
Salary increase of
2%
Benefits package remains unchanged
– includes private medicalinsurance
and car‑related benefits.
Retirement benefits of9% aligned
with the workforce pension
contributions.
ANNUAL BONUS
2026 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
2026
For 2026, we will operate the annual bonus in line with our existing Policy. Awards will
be payable two-thirds in cash with one-third deferred into shares. More information
on page 108.
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: For 2026, we will operate the Restricted Shares
grant in line with our existing Policy. See page 108.
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
HOW WILL EXECUTIVES BE PAID IN 2026?
WIDER WORKFORCE IN 2026
SALARY
up to
4%
increase
ALL-EMPLOYEE BONUS
OPPORTUNITY
up to
£2,000
PENSION
up to
9%
company contribution
BROAD BENEFITS PROGRAMME
See page 109
ITV plc Annual Report and Accounts 2025 99
Strategic Report Governance Financial Statements
Annual Report on Remuneration
Remuneration Policy application in 2025
The following section provides details of how the current Remuneration Policy was implemented in 2025.
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
2025
£000
2024
£000
2025
£000
2024
£000
Salary 1,072 1,041 767 744
Taxable benefits 19 18 19 18
Pension 96 93 69 68
Total fixed remuneration 1,187 1,152 855 830
Annual Incentive (Bonus – cash and shares) 1 1,485 1,748 974 1,146
ESP awards 2, 3 1,558 1,303 947 792
Total variable remuneration 3,043 3,051 1,921 1,938
Total 4,230 4,203 2,776 2,767
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 2023 ESP awards were subject to a performance underpin assessed based on results for the year ended 31 December 2025. The amount shown is the indicative vesting value of the shares awarded together with reinvested dividend shares using the average share
price in Q4 of 2025 (77.6 pence). A total 364,984 reinvested dividend shares have been included for Carolyn McCall and 221,712 for Chris Kennedy. The awards and reinvested dividend shares will vest in March 2026. Following a two-year holding period, the awards will
become exercisable from March 2028. These awards were granted based on a share price of 81.48 pence, therefore the values shown do not include an amount attributable to share price growth
3. In the 2024 Annual Remuneration Report, the amount shown for share awards for both Executive Directors was the indicative vesting value of the 2022 ESP award that was subject to a performance underpin measured to 31 December 2024 together with reinvested
dividend shares using the average share price in Q4 2024 (72.4 pence). A total 303,203 reinvested dividend shares were included for Carolyn McCall and 184,183 for Chris Kennedy. The figure shown in the table above represents the subsequent value received on the
vesting date of 28 March 2025 using the share price on that date (79.4 pence). These awards are subject to a two-year holding period and will become exercisable from March 2027
The sections of the Annual Report on Remuneration that have been
audited by PwC are indicated with headings throughout the report.
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, including gains on exercise of options and amounts
receivable under LTIPs, plus the total emolument figures for Non-executive Directors shown on page 104.
Further information in relation to each of the elements of remuneration for 2025 set out in the table above is detailed below. An explanation for 2024 is set out in detail in our 2024 Annual Report and Accounts
which can be found on our website www.itvplc.com/investors.
ITV plc Annual Report and Accounts 2025100
Salary (Audited)
As disclosed in last year’s report, both Carolyn McCall and Chris Kennedy received a 3% salary increase
for 2025. This was in line with other senior executives and the wider workforce. Carolyn McCall’s salary
was £1,071,951 and Chris Kennedy’s salary was £766,925.
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. Both Executive Directors receive a cash allowance 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.
Annual Incentive – Bonus (cash and shares) (Audited)
Annual incentives are provided to Executive Directors through the bonus, with one-third of any earned
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%.
For 2025, the bonus was linked to adjusted EBITA (50%), cash conversion (10%), cost savings (10%), a
scorecard of ESG measures (10%) and individual strategic objectives (20%). As in 2024, a cost savings
metric was included in 2025 recognising the strategic focus on establishing a sustainable cost base as
the business reshapes for the future. This complements the profitability measure, which accounts for
half of the annual bonus opportunity.
The majority of the 2025 bonus (70%) was based on the achievement of 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 assessment of
performance against 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 2025, together with performance against those targets
and the resulting level of bonus, are set out in the table below.
The targets were set at the start of the year to reflect internal and external forecasts for both Company
performance and trends in the broader advertising market 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.
The Group adjusted EBITA result was broadly flat reflecting a strong performance against expectations
at the start of the year, and in line with market consensus forecasts at the time the targets were set.
Performance required
Performance measure Weighting 20% 50% 80% 100%
Performance
achieved
Pay-out level
(% of maximum)
Group adjusted EBITA
1
50% £502m £537m £547m £567m £541m 60.95%
ITV cash conversion
2
10% 50% 56% – 62% 65% 100%
ITV cost savings
3
10% £25m £30m – £35m £63m 100%
1. The Group EBITA outcome is adjusted for currency movements and certain exceptional items and includes EBITA contribution
from certain acquired production labels. ITV Studios operates a model where acquisition of labels forms an ongoing part of the
strategy. For 2025 the Committee noted the continued success in this area alongside ongoing Group transformation and cost
reduction activity
2. Cash conversion targets are set in the context of longer-term trends, recognising that significant under or over performance in one
year is likely to unwind in future years to more normalised levels. The Group seeks to deliver strong cash conversion across this
cycle, and targets are set in this context
3. Cost savings included £13m from the ongoing programme and £50m as part of the strategic restructuring and
efficiency programme
ITV plc Annual Report and Accounts 2025 101
Strategic Report Governance Financial Statements
The annual ESG targets applied for 2025, together with performance against those targets are set out below.
Scorecard objectives Achievement
NET ZERO CARBON EMISSIONS
1
Scope 1 and 2 emissions to be below 6,537 tonnes of CO
2
e, in line with our SBTi trajectory. Scope 1 & 2 emissions: 3,884 tCO
2
e
Business travel emissions to be below 37,191 tonnes of CO
2
e, in line with our SBTi trajectory. Business Travel emissions 14,972 tCO
2
e
100% BAFTA ALBERT CERTIFIED
2
100% BAFTA albert certification for new programmes produced and commissioned in the UK (excluding
acquisitions of finished programmes and repeats). To achieve BAFTA albert certification productions must
calculate a carbon footprint and complete a carbon action plan.
BAFTA albert certification of 92% of programmes we produced last year and 91% of those we commissioned. This
has increased from 85% of shows we commissioned in 2024 and 64% in 2023.
INCREASE DIVERSITY ON AND OFF-SCREEN
§
To hit the following targets for:
Representation on‑screen
• 50% Women
• 20% People of Colour
• 12% Deaf, Disabled or Neurodiverse
• 7% LGBTQ+
On-screen targets were exceeded for People of Colour at 29%, Women at 54.6% and LGBTQ+ at 19.4%. However,
Deaf, Disabled or Neurodiverse representation was below target at 5%.
All colleague representation
• 50% Women
• 33% from Working Class Backgrounds
• 20% People of Colour (all-colleagues)
• 15% People of Colour (senior roles)
• 12% Deaf, Disabled or Neurodiverse
• 7% LGBTQ+
Targets were exceeded for Deaf, Disabled or Neurodiverse colleagues at 13.6%, Women at 53.3% and LGBTQ+ at
9.8%. However, representation of those from a Working Class Background at 29%, People of Colour at 15.3% and
People of Colour in Senior roles (10.4% of Managers and 12.4% of Senior Leaders) were below their respective
targets.
ITV’s Social Purpose goals can be found on our website www.itvplc.com.
The Committee noted the achievements against our ESG targets in 2025 and agreed that based on a holistic assessment against the balanced scorecard this element should deliver an outcome
of 85% 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.
1. ITV emissions reduction targets and performance are validated and published as part of the Science Based Targets initiative (SBTi) (sciencebasedtargets.org/). Further information on ITV’s Climate Action targets and scope can be found at itvplc.com/social purpose
and in the Social Purpose section of the Annual Report. Overall, data quality improvements and methodology changes are to be expected, as companies across all sectors mature their approaches to understanding their climate impacts, and we are working to improve
the quality and granularity of our data, particularly in relation to the emissions we influence through our value chain (Scope 3). We expect to experience further changes in the short to medium term, which will likely result in a recalculation of our baseline year emissions
and a revalidation of our science-based Net Zero trajectory. We will continue to be guided by best practice and industry-specific standards in this area and will communicate any changes in full transparency
2. BAFTA 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. Founded in 2011, BAFTA
albert supports the global film and television industry to reduce the environment impact of productions and to create content that supports a vision for a sustainable future
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 (creativediversitynetwork.
com/diamond/)
Annual Report on Remuneration continued
ITV plc Annual Report and Accounts 2025102
Chief Executive objectives
Area of focus Achievement
Drive corporate strategy in pursuit of
opportunities to realise total Group
value, including a focus on diversifying
revenue streams, partnerships and
structural opportunities.
• Successful completion of the share buyback programme in April 2025
• Growth in digital advertising revenues through M&E strategic content
partnerships. Expanding audience reach to younger audiences through
Disney+ and YouTube
• Revenue growth in Studios division at 13.9% margin
• Zoo55 continues to make great progress with new partnerships
and the launch of new ITVX FAST channels, including with Space
Exploration Network
Maintain ITV’s position in the UK
broadcast market and drive digital
revenue growth, including through
exploration of scale inorganic and
organic opportunities.
• ITV linear channels continue to deliver mass reach for advertisers
through the breadth of our schedule
• First-of-its-kind agreement between Disney and ITV to carry each
others streaming services, showcasing content to each others
complementary audiences
• ITVX continues to create value as the UK’s #1 commercial broadcaster
video on demand service
Lead the debate for a more
sustainable Public Service Media
(PSM) system, with support from
critical stakeholders including
Ofcom and government.
• Public Service Broadcasters joint letter calling for actions to safeguard
and enhance public service broadcasting
• Application to Ofcom for designation of ITVX under the Media Act
• Campaigning to enhance tax credits for UK focused dramas
Develop the next phase of the strategy
to deliver structural and strategic
transformation of the ITV Group,
prioritising future digital growth.
• Continuing to assess options to create value for shareholders
• As confirmed in November 2025, discussions with Sky are ongoing
regarding a possible sale of the M&E business
Drive culture refresh to strengthen
ITV’s high-performing, creative and
inclusive culture, ensuring ITV remains
a good working environment to attract
and develop talent in all areas.
• Increased colleague participation in the 2025 Engagement Survey and
an overall ITV Engagement Index score +6% higher vs. 2024.
• Launched new ITV behaviours and incorporated them within
Resourcing and Talking Performance processes
Group CFO & COO objectives
Area of focus Achievement
Work with CEO to accelerate growth
and future-proof strategy through
exploration of scale opportunities
and M&A activity.
• Continuing to assess options to create value for shareholders
• As confirmed in November 2025, discussions with Sky are ongoing
regarding a possible sale of the M&E business
• Acquisition of the Moonage Television and Plano y Plano
production businesses
Ensure continued focus on progress
towards committed FY26 financial
targets and develop the commercial
and financial narrative for post 2026.
• Announced additional £15 million non-content cost savings taking the
total Group permanent non-content cost savings in 2025 to £45 million
• Successful completion of the share buyback programme in April 2025
Delivery of the ITV Technology
strategy, including a review of the
total technology cost base to
identify opportunities for
simplification and efficiencies.
• Technology team continues to deliver against its strategy. Innovation
has been a major focus with use cases of Generative AI, Cloud Based
Post Production as well as a new automated IT helpdesk
• Technology cost saving targets have been met and exceeded in areas
Drive increased engagement with
strategic partners to deliver revenue,
cost or capability benefits to ITV.
• Continued positive relationships with strategic partners.
ITVX launched as add-on subscription to Amazon Prime Video.
Continuing to scale YouTube content and ad sales models
Drive culture refresh in
teams to strengthen ITV’s high-
performing, creative and inclusive
culture, ensuring ITV remains a good
working environment to attract and
develop talent in all areas, and
develop the talent pipeline for
succession in Finance.
• Increased colleague participation in the 2025 Engagement Survey and
an overall ITV Engagement Index score +6% higher vs. 2024
• Launched new ITV behaviours and incorporated them within
Resourcing and Talking Performance processes
• Engagement survey participation and index scores in teams above ITV
overall. Succession resilience in Finance team shown by multiple
internal moves
Outcome
(% of maximum) Total value
Value delivered in
shares under
the DSA
Value paid
in cash
Carolyn McCall 77 £1,485,188 £495,063 £990,125
Chris Kennedy 77 £974,071 £324,690 £649,381
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 ESP) to the Executive
Directors on 28 March 2023 and were subject to a financial underpin measured to 31December 2025.
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 is set out below.
As noted above, there was strong achievement against the objectives set at the start of the year for
both Executive Directors. The Committee therefore agreed that this element should deliver an outcome
of 90% of maximum for the Chief Executive and 90% of maximum for the Group CFO & COO.
Consistent with the requirements of the UK Corporate Governance 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.
ITV plc Annual Report and Accounts 2025 103
Strategic Report Governance Financial Statements
Annual Report on Remuneration continued
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 the performance underpin assessed at 31 December 2027. 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.
The performance underpin conditions for the 2025 award are unchanged from prior awards,
as described in the underpin for the 2023 set out to the left. 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.
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. For 2025, the Chair fee and the Non-executive Director base fee was increased by 3%.
No increases were made to the other fees.
Fees Taxable benefits
1
Total
Notes
2025
£000
2024
£000
2025
£000
2024
£000
2025
£000
2024
£000
Andrew Cosslett (Chair) 2 424 412 9 4 433 416
Dawn Allen 77 75 1 2 78 77
Salman Amin 3 11 75 – – 11 75
Helen Ashton 4 49 – 3 – 52 –
Edward Bonham Carter 5 102 103 – – 102 103
Graham Cooke 6 89 75 – – 89 75
Margaret Ewing 92 90 1 – 93 90
Marjorie Kaplan 7 80 70 6 – 86 70
Gidon Katz 72 70 – – 72 70
Sharmila Nebhrajani 92 90 2 2 94 92
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
2. In addition to the amounts disclosed under taxable benefits, Andrew Cosslett received a benefit relating to Executive Assistant
expenses in connection with fulfilling his role as Chair
3. Salman Amin stepped down from the Board on 25 February 2025
4. Helen Ashton was appointed to the Board on 13 May 2025
5. Edward Bonham Carter stepped down from the Audit and Risk Committee in May 2024
6. Graham Cooke began receiving a fee for his appointment as Director of Workforce Engagement from January 2025
7. Marjorie Kaplan became a member of the Audit and Risk Committee on 29 January 2025 and the Remuneration Committee on
13May 2025. Her taxable benefits for the year relates to Board travel expenses
Number of
share options
(nil-cost)
Value at
award date
1
Dividend shares
reinvested at
31 December
2025
2
Number
of options
vesting
3
Value at
31 December
2025
4
Carolyn McCall 1,643,105 £1,338,802 364,984 2,008,089 £1,558,277
Chris Kennedy 998,114 £813,263 221,712 1,219,826 £946,585
1. The share price used to calculate the number of shares under award was 81.48 pence (the 3 day trading average of the share price
before grant, 28 March 2023)
2. Dividends earned on the award were reinvested over the vesting period and will continue to be earned over the holding period
3. The vesting share options will become exercisable after a two year holding period on 28 March 2028
4. The share price used to value the shares at 31 December 2025 is the average share price for the final quarter of 2025 (77.6 pence)
The 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 the
performance underpin is not met, being:
• 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 2023 awards and determined
that it is appropriate for these awards to vest. The Group’s adjusted return on capital was significantly
above the Group’s cost of capital based on the 2025 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,
as reflected elsewhere in the report. 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 when awards are released
to participants, demonstrating the long-term performance alignment of the pay structure. In line with
reporting obligations under the UK Corporate Governance Code, no malus or clawback has been applied
in respect of the last financial year.
Restricted Share awards made in 2025 (Audited)
On 28 March 2025 awards were made under the ITV plc Executive Share Plan (the ESP) to the Executive
Directors as set out below.
Performance measure
% salary
awarded
Number of
share options
(nil cost)
1
Value at
award date
Vesting
period ends
Holding
period Release date
Carolyn McCall 132.5 1,762,859 £1,420,335 28 March 2028 2 years 28 March 2030
Chris Kennedy 112.5 1,070,859 £862,791 28 March 2028 2 years 28 March 2030
1. Nil cost options were granted based on the average share price on the three trading days preceding the award which was 80.57 pence
ITV plc Annual Report and Accounts 2025104
Remuneration Policy application in 2026
Executive Directors
For 2026, remuneration arrangements for the Executive Directors will continue to be consistent with the
Remuneration Policy approved by shareholders at the 2024 AGM.
Salaries for both Executive Directors increased by 2% from 1 January 2026 which is in line with the
standard increase for other employees, with lower earners receiving a higher percentage increase.
Benefits and pension arrangements will remain consistent with the prior year.
2026 Salary
Carolyn McCall £1,093,390
Chris Kennedy £782,264
The Committee is keen to ensure incentive arrangements continue to support the needs of the
business and align rewards with the delivery of our strategic goals and the interests of our shareholders.
For 2026, the Committee intends to operate the Annual Bonus and Restricted Share awards in line with
our existing policy. The Committee is being thoughtful about how these incentive arrangements are
operated for the coming year and, at the time of this report, the Committee is still in the process of
considering and finalising the detailed approach.
We remain committed to providing our investors with transparency regarding remuneration
arrangements for our Executive Directors. Consistent with prior years we would seek to engage
with our major shareholders regarding any material changes in how the policy is implemented.
Once arrangements for the coming year are finalised, further details will be provided on our
website. Full details will also be disclosed in next year’s Remuneration Report.
All incentive awards will remain subject to malus and clawback provisions consistent with prior years.
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. These periods are set to reflect our risk horizons as a business and taking into
account typical market practice. 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 UK Corporate Governance Code.
Non‑executive Directors
In line with the Executive Directors, the Chair fee and the Non-executive Director base fee were
increased by 2% from 1 January 2026. There were no increases to the Committee Chair fees.
To reflect the market, time commitment and responsibilities of the role of Workforce Engagement
Director, an additional fee for this role was introduced from 1 January 2025. Current fees are as set
out below.
1 January 2026
£
1 January 2025
£ % Change
Chair 432,847 424,360 2
Board fee 73,213 71,777 2
Additional fees for:
Senior Independent Director 25,000 25,000 –
Workforce Engagement Director 12,000 12,000 –
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 62.
ITV plc Annual Report and Accounts 2025 105
Strategic Report Governance Financial Statements
Comparison of Directors to wider employees
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 2025 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 100 and 104. For the purposes of calculating year-on-year changes in employee
remuneration, the Company utilises a full-time equivalent (FTE) basis to ensure year-to-year comparability. This approach includes grossing up base salaries, pension contributions, and cash allowances for
part-time employees and mid-year joiners, while treating employees on family or unpaid leave as if they had remained on full pay throughout the period to reflect their underlying reward level. 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.
2024–2025 2023–2024 2022–2023 2021–2022 2020–2021
Notes
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
%
Salary/
fee
change
%
Benefits
change
%
Bonus
change
%
Average employee 1 5 1 (20) 7 4 60 8 5 (27) 4 3 (11) 4 5 –
Salman Amin 2,4 3 (49) – 3 (34) – 4 – – – 51 – 13 140 –
Dawn Allen 2, 5 3 (14) – 3 – – – – – – – – – – –
Helen Ashton 2, 6 – – – – – – – – – – – – – – –
Edward Bonham Carter 2, 7 – (3) – 1 (43) – 7 – – – 51 – 13 140 –
Graham Cooke 2, 8 19 35 – 3 (43) – 4 – – 6 51 – 15 – –
Andrew Cosslett (Chair) 2, 9 3 110 – 3 243 – – 100 – – – – – – –
Margaret Ewing 2 2 417 – 2 (71) – 3 – – – – – 13 – –
Marjorie Kaplan 2, 10 15 2,496 – 3 171 – – – – – – – – – –
Gidon Katz 2, 11 3 17 – 3 (24) – 4 (96) – – – – – – –
Chris Kennedy (Group CFO & COO) 1, 3 3 5 (15) 3 1 70 4 – (28) 3 3 (12) 13 12 –
Carolyn McCall (Chief Executive) 1, 3 3 5 (15) 3 1 70 4 – (28) 3 3 (13) 13 12 –
Sharmila Nebhrajani 2, 12 2 (11) – 2 472 – 9 (100) – 12 78 – 13 – –
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. 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
2. Calculated using the fees and taxable benefits disclosed under the Non-executive Directors’ remuneration in the table on page 104. 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 to 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 100. Benefits include the cost of medical insurance and car-related benefits
4. Salman Amin stepped down from the Board in February 2025 and received fees up to this point only. To enable a comparison for the purpose of this disclosure, his 2025 fees have been prorated up
5. Dawn Allen joined the Board on 2 October 2023. To enable a comparison for the purposes of this disclosure, her 2023 fees have been prorated up
6. Helen Ashton joined the Board on 13 May 2025 and therefore no comparison has been provided to 2024
7. Edward Bonham Carter became a member of the Remuneration Committee in April 2023 and stepped down from the Audit and Risk Committee in May 2024
8. Graham Cooke started to receive a fee for his appointment as Workforce Engagement Director from January 2025
9. Andrew Cosslett joined the Board in June 2022. To enable a comparison for the purposes of this disclosure, his 2022 fees have been prorated up
10. Marjorie Kaplan joined the Board in September 2023. To enable a comparison for the purposes of this disclosure, her 2023 fees have been prorated up. She became a member of the Audit and Risk Committee in January 2025 and Remuneration Committee in May 2025.
As shown on page 104 taxable benefits were £6k relating to Board related travel. The percentage increase is a function of the low comparable from the part-year prior year value
11. Gidon Katz joined the Board in July 2022. To enable a comparison for the purposes of this disclosure, his 2022 fees have been prorated up
12. Sharmila Nebhrajani was appointed as Chair of the Remuneration Committee in May 2022
Annual Report on Remuneration continued
ITV plc Annual Report and Accounts 2025106
CEO pay ratio
Year Methodology
25th percentile
pay ratio
Median pay
ratio
75th percentile
pay ratio
2025 Option A 93:1 71:1 51:1
2024 Option A 92:1 70:1 51:1
2023 Option A 74:1 55:1 40:1
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
Our 2025 pay ratios are comparable with previous years. The pay ratios were lower in 2023 due to
a lower bonus outcome than in other years and in 2020 because of the actions we took in relation to
remuneration arrangements during the pandemic. A significant proportion of the remuneration for the
CEO is performance related, so the level of actual performance outcomes has a corresponding effect
on the CEO pay ratios.
The median pay ratio for 2025 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 has
decreased year-on-year, and the total remuneration values for the comparator employees have
increased year-on-year.
We implemented a Company-wide annual pay review increase of 3% in January 2025, with a minimum
underpin of £1,125 on a full-time equivalent basis. Like the previous year, this provided proportionally
higher increases for lower earners, addressing cost-of-living pressures. We also remain committed to
ensuring colleagues earn at least the real Living Wage or higher.
An annual bonus arrangement extends to all employees who don’t participate in a management or sales
bonus scheme and is paid in March each year. The 2025 employee bonus opportunity was up to £2,000,
and the actual payout was £1,220 based on ITV’s adjusted EBITA performance. All comparator
employees identified in the pay ratio calculations were eligible for the employee bonus.
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.
2025
CEO 25th percentile Median 75th percentile
Salary £1,071,951 £40,631 £53,873 £74,948
Total remuneration £4,230,660 £45,481 £59,906 £82,864
The employee at the 25th percentile, median and 75th percentile was determined based on the single
figure of total remuneration for every UK employee, Option A in the Reporting Regulations. This method
is the most statistically accurate approach and aligned with majority practice in the FTSE 250.
Our 2024 ratios have been updated to reflect the final actual 2024 remuneration values for the CEO and
all other employees. Our 2025 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 2025 ratios will be restated in the 2026
Remuneration Report to reflect the updated CEO single figure and the actual value of shares on the
vesting date. The pay level for the Directors is seen as appropriate against these ratios, and reflective
of the market experience of the individuals.
ITV plc Annual Report and Accounts 2025 107
Strategic Report Governance Financial Statements
Other Disclosures
Directors’ Remuneration Policy
The table below summarises the key elements of the ITV policy on remuneration for Executive Directors. The full policy was approved by shareholders at the AGM in 2024 and can be found in the 2023 Annual
Report and Accounts, available on our website at www.itvplc.com. The policy continues to operate as intended since its approval in 2024.
EXECUTIVE DIRECTOR REMUNERATION POLICY TABLE
Fixed Pay
Element Summary of policy
Base salary Purpose: To reflect the skills, responsibility and experience and support the recruitment and retention of Executive Directors of the calibre required to deliver the business strategy within the
competitive media market.
Operation: Reviewed annually with consideration given to personal and company performance, pay levels in relevant market and the wider employee pay review.
Provision for an income in
retirement
Purpose: To provide competitive post-retirement benefits or cash allowance as a framework to save for retirement.
Operation: The maximum contribution or cash allowance will be capped at a level comparable to the benefit available to the wider employee base. This is currently 9% of salary.
Benefits Purpose: To ensure the overall package is competitive and provide financial protection for employees and their families.
Operation: The Company provides a range of market competitive benefits, including travel-related benefits, private medical insurance and other insurance benefits. These are set at a level
which the Committee considers to be appropriately positioned considering typical market levels for comparable roles, individual circumstances and the overall cost to the business.
Variable performance‑related pay
Element Summary of policy
Annual Incentive: Bonus –
Cash and Deferred Share
Award (DSA)
Purpose: Incentivises executives and employees to achieve key strategic outcomes on an annual basis. Focus on key financial metrics and 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: The maximum opportunity will not exceed 200% of salary. 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. Not more than two-thirds of the bonus is delivered in cash, with the balance deferred into shares under the DSA normally for a period of three years.
Subject to malus and clawback.
Restricted Shares awarded
under the Executive Share
Plan (ESP)
Purpose: Incentivises Executive Directors to deliver the business strategy and align with the longer-term Company performance and the shareholder experience. Acts as a retention tool to
retain the executives required to deliver the business strategy.
Operation: The maximum award level that may be granted in any financial year is 175% of salary.
Awards will be granted annually with vesting after three years, subject to satisfaction of a performance underpin. Awards will be required to be held for an additional two year holding period so
that the award is released after five years. Subject to malus and clawback.
Annual Report on Remuneration continued
ITV plc Annual Report and Accounts 2025108
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 2026 there was a tiered approach to the annual
pay review based on salary level. Lower earners in the business received 4%, higher earners including the Executive Directors and Group Executive Committee received 2%, and all other
employees received 3%.
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 ‘what matters 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 percentage of salary for senior roles and those in Sales, or the same maximum monetary value for all other employees.
In 2025 the employee bonus opportunity was £2,000 with the bonus paying out at 61% (£1,220) based on Group EBITA performance.
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 percentage 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 Group Executive Committee, 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.
ITV plc Annual Report and Accounts 2025 109
Strategic Report Governance Financial Statements
Payments to past Directors (Audited)
There were no payments made to past Directors in 2025.
Payments for loss of office (Audited)
There were no payments made to Directors for loss of office in 2025.
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. Normally, 50% of the requirement must be obtained
within three years of appointment and the remainder within five years.
Where the value of shares required to be held increases as a result of a salary increase (or an increase
in the relevant percentage), the Executive Directors will have three years from such increase to achieve
compliance. The Committee may change the guidelines so long as they are not, overall, in the view of
the Committee, less onerous.
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. Awards under the Deferred
Share Award and Executive Share Plan 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 normal 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.
Non-executive Directors are required to build and then maintain a holding of 100% of their base fee
over the six years from the date of appointment to the Board (unless for some reason they are unable
to retain their fees). The Committee notes that because of corporate activity discussions during the
year, opportunities for Directors to purchase shares were severely restricted. The Committee notes this
and will take it into consideration when reviewing each individual Director’s progress to meeting their
requirement. The Committee will continue to keep both the shareholding guidelines and actual Director
shareholdings under review and will take appropriate action should they feel it necessary.
The figures set out in the table to the right represent shareholdings in the ordinary share capital of ITV
plc beneficially owned by Directors and their family interests at 31 December 2025. To show alignment
with the shareholding guidelines the net number of unvested share awards not subject to performance
conditions are included for the Executive Directors. There have been no further movements in Director
share interests up to the point of signing the Remuneration Report on 5 March 2026.
Interests in shares
Notes
Unconditional
Shares held at
31 December
2025
1
Restricted
Shares held at
31 December
2025
2
Restricted
Shares held at
31 December
2025
3
%
shareholding
guidelines
met
4
Unconditional
shares held at
31 December
2024
% of salary/
fees required
to be
held under
shareholding
guidelines
Executive Directors
Carolyn McCall 3,125,312 2,457,248 2,807,793 180% 2,088,722 400
Chris Kennedy 1,529,314 1,538,224 1,705,611 238% 887,687 225
Non‑executive
Directors
Dawn Allen 5 – – – – – 100
Salman Amin 6 – – – – 50,674 100
Helen Ashton 7 – – – – – 100
Edward Bonham Carter 100,000 – – 117% 100,000 100
Graham Cooke 8 16,996 – – 19% 16,996 100
Andrew Cosslett 621,242 – – 121% 621,242 100
Margaret Ewing 9 57,700 – – 91% 57,700 100
Marjorie Kaplan 10 – – – – – 100
Gidon Katz 11 75,000 – – 86% 75,000 100
Sharmila Nebhrajani 12 38,788 – – 45% 26,858 100
1. Shares beneficially held by Directors and family interests
2. These are awards under the DSA that are in a deferred period; and awards under the ESP that have vested but are unexercised and
in a holding period (and not subject to a performance underpin). These awards are subject to continued service and accounted for
on a net of tax basis
3. Restricted Share awards under the ESP that have not vested and are 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
2025 (82.4 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 guideline
6. Salman Amin stepped down from the Board on 25 February 2025
7. Helen Ashton was appointed to the Board on 13 May 2025 and has until 2031 to meet her shareholding guideline
8. Graham Cooke was appointed to the Board on 1 May 2020 and has until May 2026 to meet his shareholding guideline
9. Following an increase to fees in 2025 Margaret Ewing’s interest has fallen to 91%
10. Marjorie Kaplan was appointed to the Board on 1 September 2023 and has until 2029 to meet her shareholding guideline
11. Gidon Katz was appointed to the Board on 18 July 2022 and has until 2028 to meeting his shareholding guideline
12. Sharmila Nebhrajani was appointed to the Board on 10 December 2020 and has until December 2026 to meet her
shareholding guideline
Annual Report on Remuneration continued
ITV plc Annual Report and Accounts 2025110
Outstanding interests under share plans (Audited)
The following table provides details of the Executive Directors’ outstanding interests in share awards.
Notes
At 1 January
2025
Awarded
in year
Vested
in year
Exercised
in year
3
Lapsed
in year
At 31 December
2025
Share price
used for award
(pence)
Share
option price
(pence)
Share price at
exercise
(pence)
Vesting
date
Holding period
ends
Carolyn McCall
LTIP
06 Apr 2020 1 1,393,013 – – 1,393,013 – – 69.91 – 67.7 06 April 2023 06 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 – – 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
28 March 2024 2 1,891,759 – – – – 1,891,759 72.89 – – 28 March 2027 28 March 2029
28 March 2025 2 – 1,762,859 – – – 1,762,859 80.57 – – 28 March 2028 28 March 2030
DSA
3
28 March 2022 567,177 – – 567,177 – – 96.17 – 79.38 28 March 2025
28 March 2023 584,666 – – – – 584,666 81.48 – – 28 March 2026
28 March 2024 469,122 – – – – 469,122 72.89 – – 28 March 2027
28 March 2025 4 – 723,098 – – – 723,098 80.57 – – 28 March 2028
Chris Kennedy
LTIP
06 April 2020 1 846,194 – – 846,194 – – 69.91 – 67.7 06 April 2023 06 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 – – 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
28 March 2024 2 1,149,160 – – – – 1,149,160 72.89 – – 28 March 2027 28 March 2029
28 March 2025 2 – 1,070,859 – – – 1,070,859 80.57 – – 28 March 2028 28 March 2030
DSA
28 March 2022 367,120 – – 367,120 – – 96.17 – 79.38 28 March 2025
28 March 2023 383,421 – – – – 383,421 81.48 – – 28 March 2026
28 March 2024 307,683 – – – – 307,683 72.89 – – 28 March 2027
28 March 2025 4 – 474,227 – – – 474,227 80.57 – – 28 March 2028
SAYE
1
3 September 2023 5 32,907 – – – – 32,907 70.46 56.37 – 01 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 2025 to Carolyn McCall under the ESP was £1,420,335 and to
Chris Kennedy was £862,791
3. 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 110
4. 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 £582,600 and to Chris Kennedy was £382,085. Awards were
granted based on the average share price on the three trading days preceding the award
5. Share options under the SAYE were granted at a 20% discount of the ITV share price at the time of grant
ITV plc Annual Report and Accounts 2025 111
Strategic Report Governance Financial Statements
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.
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 election or re-election at the AGM in 2026. Details of
appointment and tenure are set out in the table on page 62.
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 97.
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 £54,250 on a time/material basis (exclusive of VAT). 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 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 the percentage change in total remuneration paid to all employees compared to
expenditure on dividends and share buybacks.
2025
£m
2024
£m
%
Change
Employee pay
1
684 681 0.3
Dividends/share buybacks
2
224 397 (43)
Employee headcount
3
6,485 6,613 (1.9)
1. Employee pay is the total remuneration paid to all employees across ITV on a full time equivalent basis. More detail is set out in
note 2.1 to the financial statements
2. This includes the repurchase of shares under the share buyback programme that commenced on 7 March 2024 and completed on
4 April 2025
3. Employee headcount is the monthly average number of employees across ITV on a full time equivalent basis. More detail is set out
in note 2.1 to the financial statements. This number is included to contextualise the employee pay figure
Historical performance
The graph below shows the TSR performance of the Company against the FTSE 250 index over the ten
year period to 31 December 2025. The FTSE 250 was chosen as ITV has been a member of the FTSE 250
since 2022.
31/12/2025
ITV FTSE 250
Source: LSEG Datastream
TSR (rebased to 100 at 31 December 2014)
31/12/202331/12/2015 31/12/2016 31/12/2017 31/12/2018 31/12/2019 31/12/202431/12/202231/12/202131/12/2020
0
20
40
60
80
100
120
140
160
180
Annual Report on Remuneration continued
ITV plc Annual Report and Accounts 2025112
Chief Executive remuneration
The table below provides a summary of the total remuneration received by the Chief Executive over
successive financial years, including details of the annual bonus pay-out and long-term incentive award
vesting level in each year.
Total
remuneration
£000
Bonus %
of maximum
Award vesting
% of
maximum
LTI
Award type
2025 Carolyn McCall 4,230 77 100 ESP
2024 Carolyn McCall 4,203 93 100 ESP
2023 Carolyn McCall 3,045 56 100 ESP
2022 Carolyn McCall 3,690 82 39 LTIP
2021 Carolyn McCall 3,307 96 36 LTIP
2020 Carolyn McCall 1,150 – 9 LTIP
2019 Carolyn McCall 3,122 87 62 LTIP
2018 Carolyn McCall 3,695 74 – LTIP
2017 Peter Bazalgette (for the six-month period served) 225 – – LTIP
Adam Crozier (for the six-month period served) 2,050 98 63 LTIP
2016 Adam Crozier 3,632 40 80 LTIP
2015 Adam Crozier 3,881 96 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. Restricted shares are shown as 100% vesting
where underpin has been met.
Shareholder views and AGM voting
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 Remuneration Policy.
We consulted with shareholders prior to the renewal of the Remuneration Policy in 2024. While there
was limited engagement in 2025 reflecting that no material changes were made to the pay approach in
the year, where any changes are envisaged in 2026 we would consult as appropriate. Over 2026 we will
be considering our approach to the Remuneration Policy renewal which is due at the 2027 AGM in line
with the triennial cycle, and will provide information to shareholders in due course on our intended
approach. 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 (2024 AGM) 2,679,116,346 87.70 375,599,518 12.30 3,054,715,864 263,372,082
The Directors’ Remuneration
Report (2025 AGM) 2,563,524,973 95.67 116,042,075 4.33 2,679,567,048 313,985,963
This Remuneration Report was approved by the Board on 5 March 2026 and has been signed on behalf
of the Directors by
Sharmila Nebhrajani
Chair, Remuneration Committee
5 March 2026
ITV plc Annual Report and Accounts 2025 113
Strategic Report Governance Financial Statements
Directors’ Report
The Directors present their Annual Report and the audited
consolidated and parent company financial statements for the year
ended 31 December 2025.
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 2025 Annual Report and Accounts, where applicable under LR 6.6,
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
Carbon and greenhouse gas emissions (see page 31)
Corporate Governance Report (see pages 55 to 118)
Culture (see pages 75 to 78)
Directors’ service contracts (see page 112)
Employee engagement and involvement (see pages 73 and 74)
Employee equality, diversity, reward, investment and inclusion (see pages 29 and 30)
Future developments of the business of the Group (see pages 7 to 11)
Membership of the Board during the 2025 financial year (see pages 57 to 59)
Research and development (see pages 7 to 11)
Stakeholder engagement and Company’s business relationships (see pages 64 to 72)
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 2021 AGM and are available on our website.
Auditor: The external auditor for the 2025 financial year was PricewaterhouseCoopers LLP.
The Independent Auditor’s Report starting on page 120 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. The Board are recommending 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 7 May 2026.
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 2025
subject to shareholder approval at the AGM on 7 May 2026. The final dividend will be paid on 21 May 2026
to shareholders on the register on 10 April 2026 (the record date). The ex‑dividend date is 9 April 2026.
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 2025 AGM. During 2025 there were no payments made by the Group falling within this
definition (2024: nil). The Directors will seek to renew this authority at the 2026 AGM.
Branches: Branches of the Group outside the United Kingdom are indicated in the Subsidiary
undertakings and investments section on pages 191 to 194.
ITV plc Annual Report and Accounts 2025114
Directors
Appointments: A table showing Directors who served in the year and to the date of this report can
be found on page 62. Biographies for Directors currently in office can be found on pages 57 to 59 and
on our website.
www.itvplc.com/about-itv/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 UK
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.
At the 2025 AGM, the Directors were given the following authority:
• To allot a maximum of 1.29 billion shares, representing approximately one‑third of the Company’s
issued share capital, extending to 2.57 billion if used for a rights issue
• To allot a maximum of 386 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 386 million shares, representing up to approximately 10%
of the Company’s issued share capital
On 7 March 2024, the Company announced an ordinary share buy‑back programme of up to £235
million which completed on 4 April 2025 with 322,719,975 ordinary shares bought back of which
193,740,698 were cancelled and 128,979,277 were held in Treasury.
As at 31 December 2025, ITV plc had cumulatively transferred 63,500,000 of these Treasury shares into
the Group’s Employee Benefit Trust to meet obligations under the employee share plans. At that date
ITV plc held 65,479,277 Treasury shares.
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 2025 financial year.
Disclosures
Listing Rule 6.6.1 disclosures: There are no disclosures to be made under Listing Rule 6.6.1 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 to the financial statements.
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 43 to 47. 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 131. 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 data, including personal data.
ITV recognises that to enable use of 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 of effective
data governance, and applying data protection and privacy in a lawful and ethical way. Programmes of
work to support this has been led by our Data Protection Officer and our Chief Data Officer from our
Group headquarters. The work includes making improvements to our data governance framework
and delivering our data privacy function to protect rights, engender trust and make data available
for commercial purposes. ITV has a number of policies, procedures and tools in place to support this,
including our Privacy and Data Protection Policy and an Information Security Policy that governs the
processing and security of data. Compliance with these policies is mandatory and forms part of the
Code of Ethics and Compliance. All colleagues undergo regular training to remind them of their
responsibilities under these policies. Privacy and data protection is kept under review by the
Audit and Risk Committee.
ITV plc Annual Report and Accounts 2025 115
Strategic Report Governance Financial Statements
Subsequent events
For details on post balance sheet events see note 5.3 to the financial statements on page 179.
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 as at 1 January 2023.
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 Pension Scheme
provided DB benefits. It closed to future accrual with effect from 31 March 2019. Following the merger
of the UTV Pension Scheme into the ITV Pension Scheme on 21 July 2025, the UTV Pension Scheme
was wound up with effect from 4 February 2026.
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 2025
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.
Directors’ Report continued
ITV plc Annual Report and Accounts 2025116
Shares
Issued share capital: At the date of this report, there were 3,858,668,496 ordinary shares of 10 pence
each in issue, all of which are fully paid up and quoted on the London Stock Exchange.
At the 2025 AGM, shareholders granted the Company authority to purchase the Company’s own shares
up to a maximum number of 386 million ordinary shares. ITV originally announced the share buyback
programme of ordinary shares on 7 March 2024, for an aggregate purchase price of up to £235 million.
As at 31 December 2025, 322,719,975 ordinary shares of 10 pence each had been repurchased for an
aggregate consideration of £235m, representing 0.08% of the Company’s issued share capital.
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 to 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 2025 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 March 2025, awards granted under the Company’s Save As
You Earn Scheme and the Executive Share Plan are met by the issue of treasury 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 5 March 2026, 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
RWC Asset Management LLP 5.67 0.00 5.67 228,339,000
Schroders plc 5.22 0.01 5.23 210,615,274
Artemis Investment Management LLP 5.14 0.00 5.14 206,764,435
Liberty Global Incorporated Limited 5.00 0.00 5.00 187,909,460
Silchester International Investors LLP 5.00 0.00 5.00 202,667,604
ITV plc Annual Report and Accounts 2025 117
Strategic Report Governance Financial Statements
Statement of Directors’ Responsibilities in respect of the
financial statements
The Directors are responsible for preparing the Annual Report and Accounts 2025 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; and
• 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.
Directors’ confirmations
Each of the Directors, whose names and functions are listed in pages 57‑59 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; and
• the Strategic Report 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; and
• 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.
Chris Kennedy
Group CFO & COO
ITV plc
Registered Number: 4967001
Directors’ Report continued
ITV plc Annual Report and Accounts 2025118
119
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 120
Primary Statements 126
Consolidated Income Statement 126
Consolidated Statement of Comprehensive Income 126
Consolidated Statement of Financial Position 127
Consolidated Statement of Changes in Equity 128
Consolidated Statement of Cash Flows 130
Section 1: Basis of Preparation 131
Section 2: Results for the Year 134
2.1 Profit before tax 13
4
2.2 Exceptional items 139
2.3 Taxation 140
2.
4
Earnings per share 143
Section 3: Operating Assets and Liabilities 145
3.1 Working capital 145
3.2 Property, plant and equipment 149
3.3 Intangible assets 150
3.4 Acquisitions 15
4
3.5 Disposal of associates,
j
oint ventures and subsidiary undertakings 155
3.6 Investments 156
3.7 Provisions 156
3.8 Pensions 157
Section 4: Capital Structure and Financing Costs 164
4.1 Net debt 16
4
4.2 Borrowings 165
4.3 Managing market risks: derivative financial instruments 167
4.
4
Net financing costs 173
4.5 Fair value hierarchy 173
4.6 Lease liabilities 175
4.7 Equity 175
4.8 Share-based compensation 177
Section 5: Other Notes 179
5.1 Related party transactions 179
5.2 Contingent assets and liabilities 179
5.3 Subsequent events 179
5.4 Subsidiaries exempt from audit 180
ITV plc Company Financial Statements 181
Notes to the ITV plc Company Financial Statements 182
ITV plc Annual Report and Accounts 2025 119
Strategic Report Governance Financial Statements
120
Independent Auditors’ Report to the members of ITV plc
REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS
Opinion
We have audited the financial statements, included within the Annual Report and Accounts 2025
(the “Annual Report”), which comprise:
the Consolidated and Company Statements of Financial Position as at 31 December 2025
the Consolidated Income Statement for the year then ended
the Consolidated Statement of Comprehensive Income for the year then ended
the Consolidated and Company Statements of Changes in Equity for the year then ended
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 six components, covering five components in the
UK and one in the USA
Additionally, we performed audit procedures over one additional balance in one component
Taken together, the entities over which audit work was performed accounted for 77% of the
Group’s external revenue and 82% of the Group’s absolute adjusted profit before tax
Key audit matters
Valuation of gross defined benefit pension scheme obligations (Group)
Valuation of complex pension scheme assets (Group)
Presentation of exceptional items (Group)
Accuracy of the Group restructuring and recoverability of Investments in subsidiary undertakings
(Company)
Materiality
Overall Group materiality: £22.0 million (2024: £23.5 million) based on 5% of profit before tax
adjusted to exclude operating exceptional items
Overall Company materiality: £59.3 million (2024: £71.0 million) based on 1% of the Company’s
total assets.
Performance materiality: £16.5 million (2024: £17.5 million) (Group) and £44.5 million
(2024: £52.3 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.
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.
ITV plc Annual Report and Accounts 2025120
120
I
ndependent 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 2025 and of the Group’s profit and the Group’s cash flows for the year then ended
the Group financial statements have been properly prepared in accordance with UK-adopted
international accounting standards as applied in accordance with the provisions of the
Companies Act 2006
the Company financial statements have been properly prepared in accordance with United
Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards,
including FRS 101 “Reduced Disclosure Framework”, and applicable law) and
the financial statements have been prepared in accordance with the requirements of the
Companies Act 2006
We have audited the financial statements, included within the Annual Report and Accounts 2025
(the “Annual Report”), which comprise:
the Consolidated and Company Statements of Financial Position as at 31 December 2025
the Consolidated Income Statement for the year then ended
the Consolidated Statement of Comprehensive Income for the year then ended
the Consolidated and Company Statements of Changes in Equity for the year then ended
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 six components, covering five components in the
UK and one in the USA
Additionally, we performed audit procedures over one additional balance in one component
Taken together, the entities over which audit work was performed accounted for 77% of the
Group’s external revenue and 82% of the Group’s absolute adjusted profit before tax
Key audit matters
Valuation of gross defined benefit pension scheme obligations (Group)
Valuation of complex pension scheme assets (Group)
Presentation of exceptional items (Group)
Accuracy of the Group restructuring and recoverability of Investments in subsidiary undertakings
(Company)
Materiality
Overall Group materiality: £22.0 million (2024: £23.5 million) based on 5% of profit before tax
adjusted to exclude operating exceptional items
Overall Company materiality: £59.3 million (2024: £71.0 million) based on 1% of the Company’s
total assets.
Performance materiality: £16.5 million (2024: £17.5 million) (Group) and £44.5 million
(2024: £52.3 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.
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.
121
Accuracy of the Group restructuring is a new key audit matter this year and we have combined
this with the Recoverability of Investments in subsidiary undertakings (Company), which was a
standalone key audit matter in the prior year. Valuation of the Box Clever provision (Group), which
was an element of a key audit matter last year, is no longer included as it was released during the
year and therefore, only the 'Presentation of exceptional items' element of the key audit matter has
been retained for the current year audit. 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 3.8 in the financial statements.
The Group had gross defined benefit scheme
obligations of £1,990 million (2024: £1,998
million) recognised at 31 December 2025,
which is significant in the context of the overall
Consolidated Statement of Financial Position.
The valuation of defined benefit pension
scheme obligations involves the exercise of
j
udgement 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. Given the judgement and the
quantum of these liabilities, this represents a
heightened area of audit risk.
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 rates 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 to our
internal acceptable ranges set based on
market data
Reviewing the methodology and models
used by external actuaries to assess their
appropriateness and testing the Consolidated
Statement of Financial Position liability and
movements over the year
We also audited the special events within the
year, including Box Clever and the UTV scheme
merging into the ITV A Scheme, and consider the
accounting for these transactions to be
recorded appropriately within the financial
statements.
Based on our procedures, we concluded that the
key assumptions utilised are within acceptable
ranges, the methodology used to calculate the
liability is appropriate, and that the liability
calculation is not materially misstated. We
assessed the related disclosures included in the
Group financial statements and consider them
to be appropriate.
Key audit matter How our audit addressed the key audit matter
Valuation of complex pension scheme assets (Group)
Refer to note 3.8 in the financial statements.
The Group had gross defined benefit scheme
assets of £2,164 million (2024: £2,135 million)
recognised at 31 December 2025, which is
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) and the longevity swap 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 the monitoring and reviewing of
complex asset valuations. We specifically
instructed our in-house actuarial experts to
consider whether the assumptions and
methodology used in valuing the assets were
reasonable in relation to the new longevity
swap contract.
For complex PIVs, we also requested and
reviewed third party investment manager
controls reports, details of transactions that
occurred close to the year end, and the latest
audited financial statements, to determine
whether there were any inconsistencies with the
year end values being attributed.
Based on the procedures performed, no material
issues noted in relation to the scheme assets.
Presentation of exceptional items (Group)
Refer to notes 2.2 in the financial statements.
The Group recorded significant operating
exceptional items of £107 million (2024:
£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 judgmental 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,
which remains unchanged from previous years.
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.
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 are appropriate.
ITV plc Annual Report and Accounts 2025 121
Strategic Report Governance Financial Statements
122
Independent Auditors’ Report to the members of ITV plc continued
Key audit matter How our audit addressed the key audit matter
A
ccuracy of the Group restructuring and recoverability of Investments in subsidiary
undertakings (
C
ompan
y
)
Refer to Note iii Investments in subsidiary
undertakings in the Company financial
statements. The Company held Investments in
subsidiary undertakings amounting to £1,497
million (2024: £3,238 million).
Investments in subsidiary undertakings are
accounted for at cost less provision for any
impairment in value. Judgement is required to
assess if impairment indicators exist and,
where indicators are identified, if the
investment carrying value is supported by its
recoverable amount.
During the year, the Company undertook a Group
restructure to create separate legal structures
under ITV plc for ITV Studios Holdings Limited,
ITV Media and Entertainment Holdings Limited
and ITV Services Limited. These investments
were previously under a single legal entity,
Carlton Communications Limited.
The Group restructure involved a series of
intercompany transactions which resulted in an
impairment loss of £220 million in the
Company's investment in Carlton
Communications Limited and an impairment
loss of £315 million in its investment in ITV
Studios Holdings Limited.
The recoverability of Investments in subsidiary
undertakings is inherently judgemental.
We performed the following procedures in
respect of the Group restructuring:
We utilised our in-house structuring experts
to evaluate the appropriateness of the
accounting treatments and judgements
relating to the Group restructuring
We reviewed supporting evidence for each
step including the journals, which included an
inspection of legal documentation, board
minutes, and assessment of valuations
We assessed the allocation of the investment
carrying values following the restructure
In respect of the Investments in subsidiary
undertakings in the Company, management
prepared a detailed cash flow model for ITV
Studios Holdings Limited on a Fair Value less
Cost of Disposal (“FVLCD”) basis to estimate
the recoverable amount.
We performed the following procedures in
relation to the FVLCD model for ITV Studios
Holdings Limited:
Tested the completeness and accuracy of
the model
Assessed whether the cash flows used in the
model are consistent with the board approved
5 year plan
Considered the appropriateness of the
assumptions in the model, including revenue
growth rates and EBITDA margin which is
impacted by synergies
Supported by our PwC valuations experts,
we independently assessed management’s
discount rate and long-term growth rate
We compared the EBITA multiples of
management’s FVLCD model to similar
companies and broker reports
For M&E, management prepared a model derived
from market multiples. We assessed using third
party information, the appropriateness of the
market multiples used by management in
determining the recoverable amount.
We also evaluated the disclosures in Note iii
Investments in subsidiary undertakings,
which we consider to be appropriate.
Based on our procedures, we are satisfied
with the appropriateness of management's
accounting treatment for the Group
restructuring which resulted in a £220 million
impairment in Carlton Communications Limited
and the carrying value of the investments,
including the £315 million impairment recorded
in relation to ITV Studios Holdings Limited.
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.
Based on materiality assessments (due to size and risk), we determined which components required
an audit of their complete financial information having consideration to the relative significance of
each component to the Group.
Due to their high concentration of the Group’s external revenue and absolute adjusted profit before
tax, we have identified six components (inclusive of the Company) over which audit procedures
would be performed on the entire financial information of those components.
Audit work over the five UK components and an audit of one financial statement line item for one
additional component was 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. A full scope audit over
one component, was performed by a PwC component team.
Where the work was performed by a PwC component team, we determined the level of involvement
we needed to have 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 the component auditor setting
out the work to be performed and regular communication throughout the audit cycle including
regular calls, review of the workpapers and participation in an audit clearance meeting.
Taken together, the components where we performed our audit work accounted for 77% of the Group’s
external revenue, and 82% of the Group’s absolute adjusted profit before tax. This was before
considering the contribution to our audit evidence from performing audit work at the Group level.
Our audit of the Company financial statements included substantive procedures over all material
balances and transactions.
ITV plc Annual Report and Accounts 2025122
122
Independent Auditors’ Report to the members of ITV plc continued
Key audit matter How our audit addressed the key audit matter
A
ccuracy of the Group restructuring and recoverability of Investments in subsidiary
undertakings (
C
ompan
y
)
Refer to Note iii Investments in subsidiary
undertakings in the Company financial
statements. The Company held Investments in
subsidiary undertakings amounting to £1,497
million (2024: £3,238 million).
Investments in subsidiary undertakings are
accounted for at cost less provision for any
impairment in value. Judgement is required to
assess if impairment indicators exist and,
where indicators are identified, if the
investment carrying value is supported by its
recoverable amount.
During the year, the Company undertook a Group
restructure to create separate legal structures
under ITV plc for ITV Studios Holdings Limited,
ITV Media and Entertainment Holdings Limited
and ITV Services Limited. These investments
were previously under a single legal entity,
Carlton Communications Limited.
The Group restructure involved a series of
intercompany transactions which resulted in an
impairment loss of £220 million in the
Company's investment in Carlton
Communications Limited and an impairment
loss of £315 million in its investment in ITV
Studios Holdings Limited.
The recoverability of Investments in subsidiary
undertakings is inherently judgemental.
We performed the following procedures in
respect of the Group restructuring:
We utilised our in-house structuring experts
to evaluate the appropriateness of the
accounting treatments and judgements
relating to the Group restructuring
We reviewed supporting evidence for each
step including the journals, which included an
inspection of legal documentation, board
minutes, and assessment of valuations
We assessed the allocation of the investment
carrying values following the restructure
In respect of the Investments in subsidiary
undertakings in the Company, management
prepared a detailed cash flow model for ITV
Studios Holdings Limited on a Fair Value less
Cost of Disposal (“FVLCD”) basis to estimate
the recoverable amount.
We performed the following procedures in
relation to the FVLCD model for ITV Studios
Holdings Limited:
Tested the completeness and accuracy of
the model
Assessed whether the cash flows used in the
model are consistent with the board approved
5 year plan
Considered the appropriateness of the
assumptions in the model, including revenue
growth rates and EBITDA margin which is
impacted by synergies
Supported by our PwC valuations experts,
we independently assessed management’s
discount rate and long-term growth rate
We compared the EBITA multiples of
management’s FVLCD model to similar
companies and broker reports
For M&E, management prepared a model derived
from market multiples. We assessed using third
party information, the appropriateness of the
market multiples used by management in
determining the recoverable amount.
We also evaluated the disclosures in Note iii
Investments in subsidiary undertakings,
which we consider to be appropriate.
Based on our procedures, we are satisfied
with the appropriateness of management's
accounting treatment for the Group
restructuring which resulted in a £220 million
impairment in Carlton Communications Limited
and the carrying value of the investments,
including the £315 million impairment recorded
in relation to ITV Studios Holdings Limited.
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.
Based on materiality assessments (due to size and risk), we determined which components required
an audit of their complete financial information having consideration to the relative significance of
each component to the Group.
Due to their high concentration of the Group’s external revenue and absolute adjusted profit before
tax, we have identified six components (inclusive of the Company) over which audit procedures
would be performed on the entire financial information of those components.
Audit work over the five UK components and an audit of one financial statement line item for one
additional component was 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. A full scope audit over
one component, was performed by a PwC component team.
Where the work was performed by a PwC component team, we determined the level of involvement
we needed to have 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 the component auditor setting
out the work to be performed and regular communication throughout the audit cycle including
regular calls, review of the workpapers and participation in an audit clearance meeting.
Taken together, the components where we performed our audit work accounted for 77% of the Group’s
external revenue, and 82% of the Group’s absolute adjusted profit before tax. This was before
considering the contribution to our audit evidence from performing audit work at the Group level.
Our audit of the Company financial statements included substantive procedures over all material
balances and transactions.
123
The impact of climate risk on our audit
As part of our audit, we made enquiries of management to understand their process to assess the
extent of the potential impact of climate change risks on the Group and its financial statements.
The Group explains the impact of climate change on its business within the “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, increase in net zero transition costs and resilience to extreme weather events.
As disclosed within the basis of preparation section of the financial statements, Management
considered that the impact of climate change does not give rise to a material financial
statement impact.
In response, we used our understanding of the Group to evaluate management’s assessment; in
particular, we considered how climate change risks, both physical and transitional, would impact the
assumptions made in the forecasts prepared by management used in their impairment analysis and
in their 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 £22.0 million (2024: £23.5m million). £59.3 million (2024: £71.0 million).
How we determined it 5% of 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 was 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. In the
prior year we utilised a three-year
average due to volatility of earnings
of the Group’s adjusted profit before
tax adjusted to exclude operating
exceptional items and impairment.
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
£6.5 million and £18.5 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% (2024: 75%) of overall materiality, amounting
to £16.5 million (2024: £17.5 million) for the Group financial statements and £44.5 million (2024:
£52.3 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 audit) (2024: £1.1 million) and £1.1 million
(Company audit) (2024: £1.1 million) as well as misstatements below those amounts that, in our
view, warranted reporting for qualitative reasons.
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.
ITV plc Annual Report and Accounts 2025 123
Strategic Report Governance Financial Statements
124
Independent Auditors’ Report to the members of ITV plc continued
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 2025 is consistent with the
financial statements and has been prepared in accordance with applicable legal requirements.
In light of the knowledge and understanding of the Group and Company and their environment
obtained in the course of the audit, we did not identify any material misstatements in the Strategic
Report and Directors' Report.
Directors’ Remuneration
In our opinion, the part of the Remuneration Report to be audited has been properly prepared in
accordance with the Companies Act 2006.
Corporate governance statement
The Listing Rules require us to review the directors’ statements in relation to going concern,
longer-term viability and that part of the corporate governance statement relating to the Company’s
compliance with the provisions of the UK Corporate Governance Code specified for our review. Our
additional responsibilities with respect to the corporate governance statement as other information
are described in the Reporting on other information section of this report.
Based on the work undertaken as part of our audit, we have concluded that each of the following
elements of the corporate governance statement is materially consistent with the financial
statements and our knowledge obtained during the audit, and we have nothing material to add or
draw attention to in relation to:
The directors’ confirmation that they have carried out a robust assessment of the emerging and
principal risks
The disclosures in the Annual Report that describe those principal risks, what procedures are in
place to identify emerging risks and an explanation of how these are being managed or mitigated
The directors’ statement in the financial statements about whether they considered it
appropriate to adopt the going concern basis of accounting in preparing them, and their
identification of any material uncertainties to the Group’s and Company’s ability to continue to do
so over a period of at least 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 and
The directors’ statement as to whether they have a reasonable expectation that the Company will
be able to continue in operation and meet its liabilities as they fall due over the period of its
assessment, including any related disclosures drawing attention to any necessary qualifications
or assumptions
Our review of the directors’ statement regarding the longer-term viability of the Group and Company
was substantially less in scope than an audit and only consisted of making inquiries and considering
the directors’ process supporting their statement; checking that the statement is in alignment
with the relevant provisions of the UK Corporate Governance Code; and considering whether the
statement is consistent with the financial statements and our knowledge and understanding of the
Group and Company and their environment obtained in the course of the audit.
In addition, based on the work undertaken as part of our audit, we have concluded that each of the
following elements of the corporate governance statement is materially consistent with the financial
statements and our knowledge obtained during the audit:
The directors’ statement that they consider the Annual Report, taken as a whole, is fair, balanced
and understandable, and provides the information necessary for the members to assess the
Group’s and Company's position, performance, business model and strategy
The section of the Annual Report that describes the review of effectiveness of risk management
and internal control systems and
The section of the Annual Report describing the work of the Audit and Risk Committee
We have nothing to report in respect of our responsibility to report when the directors’ statement
relating to the Company’s compliance with the Code does not properly disclose a departure from a
relevant provision of the Code specified under the Listing Rules for review by the auditors.
Responsibilities for the financial statements and the audit
Responsibilities of the Directors for the financial statements
As explained more fully in the Statement of Directors’ Responsibilities in respect of the financial
statements, 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.
ITV plc Annual Report and Accounts 2025124
124
Independent Auditors’ Report to the members of ITV plc continued
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 2025 is consistent with the
financial statements and has been prepared in accordance with applicable legal requirements.
In light of the knowledge and understanding of the Group and Company and their environment
obtained in the course of the audit, we did not identify any material misstatements in the Strategic
Report and Directors' Report.
Directors’ Remuneration
In our opinion, the part of the Remuneration Report to be audited has been properly prepared in
accordance with the Companies Act 2006.
Corporate governance statement
The Listing Rules require us to review the directors’ statements in relation to going concern,
longer-term viability and that part of the corporate governance statement relating to the Company’s
compliance with the provisions of the UK Corporate Governance Code specified for our review. Our
additional responsibilities with respect to the corporate governance statement as other information
are described in the Reporting on other information section of this report.
Based on the work undertaken as part of our audit, we have concluded that each of the following
elements of the corporate governance statement is materially consistent with the financial
statements and our knowledge obtained during the audit, and we have nothing material to add or
draw attention to in relation to:
The directors’ confirmation that they have carried out a robust assessment of the emerging and
principal risks
The disclosures in the Annual Report that describe those principal risks, what procedures are in
place to identify emerging risks and an explanation of how these are being managed or mitigated
The directors’ statement in the financial statements about whether they considered it
appropriate to adopt the going concern basis of accounting in preparing them, and their
identification of any material uncertainties to the Group’s and Company’s ability to continue to do
so over a period of at least 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 and
The directors’ statement as to whether they have a reasonable expectation that the Company will
be able to continue in operation and meet its liabilities as they fall due over the period of its
assessment, including any related disclosures drawing attention to any necessary qualifications
or assumptions
Our review of the directors’ statement regarding the longer-term viability of the Group and Company
was substantially less in scope than an audit and only consisted of making inquiries and considering
the directors’ process supporting their statement; checking that the statement is in alignment
with the relevant provisions of the UK Corporate Governance Code; and considering whether the
statement is consistent with the financial statements and our knowledge and understanding of the
Group and Company and their environment obtained in the course of the audit.
In addition, based on the work undertaken as part of our audit, we have concluded that each of the
following elements of the corporate governance statement is materially consistent with the financial
statements and our knowledge obtained during the audit:
The directors’ statement that they consider the Annual Report, taken as a whole, is fair, balanced
and understandable, and provides the information necessary for the members to assess the
Group’s and Company's position, performance, business model and strategy
The section of the Annual Report that describes the review of effectiveness of risk management
and internal control systems and
The section of the Annual Report describing the work of the Audit and Risk Committee
We have nothing to report in respect of our responsibility to report when the directors’ statement
relating to the Company’s compliance with the Code does not properly disclose a departure from a
relevant provision of the Code specified under the Listing Rules for review by the auditors.
Responsibilities for the financial statements and the audit
Responsibilities of the Directors for the financial statements
As explained more fully in the Statement of Directors’ Responsibilities in respect of the financial
statements, 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.
125
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 legal counsel around
actual and potential fraud and noncompliance with laws and regulations
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
Identifying and testing journal entries, in particular journal entries posted with unusual account
combinations
Reviewing financial statement disclosures and testing to supporting documentation
There are inherent limitations in the audit procedures described above. We are less likely to become
aware of instances of non-compliance with laws and regulations that are not closely related to
events and transactions reflected in the financial statements. Also, the risk of not detecting a
material misstatement due to fraud is higher than the risk of not detecting one resulting from error,
as fraud may involve deliberate concealment by, for example, forgery or intentional
misrepresentations, or through collusion.
Our audit testing might include testing complete populations of certain transactions and balances,
possibly using data auditing techniques. However, it typically involves selecting a limited number of
items for testing, rather than testing complete populations. We will often seek to target particular
items for testing based on their size or risk characteristics. In other cases, we will use audit sampling
to enable us to draw a conclusion about the population from which the sample is selected.
A further description of our responsibilities for the audit of the financial statements is located on the
FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our
auditors’ report.
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
We were first appointed by the Company for the financial year ended 31 December 2021.
Our uninterrupted engagement covers five financial years.
OTHER MATTER
The Company is required by the Financial Conduct Authority Disclosure Guidance and Transparency
Rules to include these financial statements in an annual financial report prepared under the
structured digital format required by DTR 4.1.15R – 4.1.18R and filed on the National Storage
Mechanism of the Financial Conduct Authority. This auditors’ report provides no assurance over
whether the structured digital format annual financial report has been prepared in accordance with
those requirements.
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
5 March 2026
ITV plc Annual Report and Accounts 2025 125
Strategic Report Governance Financial Statements
126
Consolidated Income Statement Consolidated Statement of Comprehensive Income
| 2025 | 2024 | ||
| For the year ended 31 December | Note | £m | £m |
Revenue | 2.1 | ||
Operating costs | 2.1 | ( | ( |
Operating profit | |||
| Presented as: | |||
| Earnings before interest, tax and amortisation (EBITA) | |||
| before exceptional items | 2.1 | ||
Operating exceptional items | 2.2 | ( | ( |
Amortisation and impairment | 3.3, 3.6 | ( | ( |
Operating profit | |||
Financing income | 4.4 | ||
Financing costs | 4.4 | ( | ( |
Net financing costs | ( | ||
Share of losses of joint ventures and associated undertakings | 3.6 | ( | |
Profit on disposal of associates, joint ventures and subsidiary undertakings | 3.5 | ||
Profit before tax | |||
Taxation | 2.3 | ( | ( |
Profit for the year | |||
| Profit/(loss) attributable to: | |||
Owners of the Company | |||
Non-controlling interests | 4.7.6 | ( | |
Profit for the year | |||
| Earnings per share | |||
| Basic earnings per share | 2.4 | ||
Diluted earnings per share | 2.4 |
| 2025 | 2024 | ||
| For the year ended 31 December | Note | £m | £m |
Profit for the year | |||
| Other comprehensive (expense)/income: | |||
| Items that are or may be reclassified to profit or loss | |||
Revaluation of financial assets | 4.7.4 | ( | ( |
Net (loss)/gain on cash flow hedges and costs of hedging | 4.7.3 | ( | |
Exchange differences on translation of foreign operations | 4.7.3 | ( | ( |
| Income tax credit/(charge) on items that may be reclassified | |||
to profit or loss | 2.3 | ( | |
| Items that will never be reclassified to profit or loss | |||
| Remeasurement gains/(losses) on defined benefit | |||
pension schemes | 3.8 | ( | |
Income tax (charge)/credit on items that will never be reclassified to profit or loss | 2.3 | ( | |
Other comprehensive expense for the year, net of income tax | ( | ( | |
Total comprehensive income for the year | |||
| Total comprehensive income/(expense) attributable to: | |||
Owners of the Company | |||
Non-controlling interests | 4.7.6 | ( | |
Total comprehensive income for the year |
ITV plc Annual Report and Accounts 20251 26
126
Consolid
ated Income Statement Consolidated Statement of Comprehensive Income
For the year ended 31 December
Note
2025
£m
2024
£m
Revenue 2.1 3,511 3,488
Operating costs 2.1 (3,148) (3,170)
Operating profit 363 318
Presented as:
Earnings before interest, tax and amortisation (EBITA)
before exceptional items
2.1 533 526
Operating exceptional items 2.2 (107) (65)
Amortisation and impairment 3.3, 3.6 (63) (143)
Operating profit 363 318
Financing income 4.4 34 51
Financing costs 4.4 (59) (51)
Net financing costs (25) –
Share of losses of joint ventures and associated undertakings 3.6 – (9)
Profit on disposal of associates, joint ventures and
subsidiary undertakings 3.5 – 212
Profit before tax 338 521
Taxation 2.3 (113) (115)
Profit for the year 225 406
Profit/(loss) attributable to:
Owners of the Company 220 408
Non-controlling interests 4.7.6 5 (2)
Profit for the year 225 406
Earnings per share
Basic earnings per share
2.4 5.
9p 10.4p
Diluted earnings per share 2.4 5.8p 10.3p
For the year ended 31 December
Note
2025
£m
2024
£m
Profit for the year 225 406
Other comprehensive (expense)/income:
Items that are or may be reclassified to profit or loss
Revaluation of financial assets 4.7.4 (3) (6)
Net (loss)/gain on cash flow hedges and costs of hedging 4.7.3 (3) 7
Exchange differences on translation of foreign operations 4.7.3 (30) (4)
Income tax credit/(charge) on items that may be reclassified
to profit or loss 2.3 3 (1)
Items that will never be reclassified to profit or loss
Remeasurement gains/(losses) on defined benefit
pension schemes 3.8 16 (31)
Income tax (charge)/credit on items that will never be
reclassified to profit or loss 2.3 (5) 6
Other comprehensive expense for the year, net of
income tax (22) (29)
Total comprehensive income for the year 203 377
Total comprehensive income/(expense) attributable to:
Owners of the Company 201 379
Non-controlling interests 4.7.6 2 (2)
Total comprehensive income for the year 203 377
127
Consolidated Statement of Financial Position
| 31 December | |||
2024 1 | |||
| Note | £m | £m | |
| Non-current assets | |||
Property, plant and equipment | 3.2 | ||
Intangible assets | 3.3 | ||
| Investments in joint ventures, associates and equity | |||
| investments | 3.6 | ||
Derivative financial instruments | 4.3 | ||
Distribution rights | 3.1.2 | ||
Contract assets | 3.1.6 | ||
Defined benefit pension surplus | 3.8 | ||
Other pension asset | 3.8 | ||
Deferred tax asset | 2.3 | ||
| Current assets | |||
Programme rights and other inventory | 3.1.1 | ||
Trade and other receivables due within one year | 3.1.3 | ||
Trade and other receivables due after more than one year | 3.1.3 | ||
Trade and other receivables | |||
Contract assets | 3.1.6 | ||
Production inventories | 3.1.7 | ||
Current tax receivable | 2.3 | ||
Derivative financial instruments | 4.3 | ||
Cash and cash equivalents | 4.1 | ||
| Current liabilities | |||
Borrowings | 4.1, 4.2 | ( | ( |
Lease liabilities | 4.6 | ( | ( |
Derivative financial instruments | 4.3 | ( | ( |
Trade and other payables due within one year | 3.1.4 | ( | ( |
Trade payables due after more than one year | 3.1.5 | ( | ( |
Trade and other payables | ( | ( | |
Contract liabilities | 3.1.6 | ( | ( |
Current tax liabilities | 2.3 | ( | ( |
Provisions | 3.7 | ( | ( |
( | ( | ||
Net current assets |
| 31 December | 31 December | ||
| 2025 | 2024 1 | ||
| Note | £m | £m | |
| Non-current liabilities | |||
Borrowings | 4.1, 4.2 | ( | ( |
Lease liabilities | 4.6 | ( | ( |
Derivative financial instruments | 4.3 | ( | |
Defined benefit pension deficit | 3.8 | ( | ( |
Deferred tax liabilities | 2.3 | ( | ( |
Other payables | 3.1.5 | ( | ( |
Provisions | 3.7 | ( | ( |
( | ( | ||
Net assets | |||
| Attributable to equity shareholders of the parent company | |||
Share capital | 4.7.1 | ||
Share premium | 4.7.1 | ||
Merger and other reserves | 4.7.2 | ||
Translation reserve | 4.7.3 | ||
Fair value reserve | 4.7.4 | ( | ( |
Retained earnings | 4.7.5 | ||
Total equity attributable to equity shareholders of the parent company | |||
Non-controlling interests | 4.7.6 | ||
Total equity |
1 In the 31 December 2024 comparative, £19 million previously classified as Trade and other payables within one year, has been re-
presented as Contract liabilities to better reflect the underlying nature of certain contracts and align with the current year disclosures
ITV plc Annual Report and Accounts 2025 127
Strategic Report Governance Financial Statements
128
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 1 | reserve | earnings | Total | interests | equity | ||
| Note | £m | £m | £m | £m | £m | £m | £m | £m | £m | |
Balance at | 4.7 | ( | ||||||||
| Total comprehensive income/(expense) for the year | ||||||||||
Profit for the year | ||||||||||
Other comprehensive (expense)/income | ||||||||||
Revaluation of financial assets | 4.7.4 | ( | ( | ( | ||||||
Net loss on cash flow hedges and costs of hedging | 4.7.3 | ( | ( | ( | ||||||
Exchange differences on translation of foreign operations | 4.7.3 | ( | ( | ( | ( | |||||
Remeasurement gain on defined benefit pension schemes | 3.8 | |||||||||
| Income tax (charge)/credit on other comprehensive | ||||||||||
(expense)/income | 2.3 | ( | ( | ( | ||||||
Total other comprehensive income/(expense) | ( | ( | ( | ( | ( | |||||
Total comprehensive income/(expense) for the year | ( | ( | ||||||||
| Transactions with owners, recorded directly in equity | ||||||||||
| Contributions by and distributions to owners | ||||||||||
Equity dividends | ( | ( | ( | ( | ||||||
Movements due to share-based compensation | 4.8 | |||||||||
Repurchase of shares | 4.7.5 | ( | ( | ( | ( | |||||
Tax on items taken directly to equity | 2.3 | ( | ( | ( | ||||||
Total transactions with owners | ( | ( | ( | ( | ( | |||||
Changes in non-controlling interests | 4.7.6 | |||||||||
Balance at | 4.7 | ( |
1 See note 4.3 for further breakdown of Translation Reserve, including Hedging Reserve and Cost of Hedging Reserve
ITV plc Annual Report and Accounts 2025128
128
Consolidated Statement of Changes in Equity
Attributable to equity shareholders of the parent company
Note
Share
capital
£m
Share
premium
£m
Merger
and other
reserves
£m
Translation
reserve
1
£m
Fair value
reserve
£m
Retained
earnings
£m
Total
£m
Non-
controlling
interests
£m
Total
equity
£m
Balance at 1 January 2025 4.7 394 174 245 79 (7) 923 1,808 24 1,832
Total comprehensive income/(expense) for the year
Profit for the year – – – – – 220 220 5 225
Other comprehensive (expense)/income – – – – – 220 220 5 225
Revaluation of financial assets 4.7.4 – – – – (3) – (3) – (3)
Net loss on cash flow hedges and costs of hedging 4.7.3 – – – (3) – – (3) – (3)
Exchange differences on translation of foreign operations 4.7.3 – – – (27) – – (27) (3) (30)
Remeasurement gain on defined benefit pension schemes 3.8 – – – – – 16 16 – 16
Income tax (charge)/credit on other comprehensive
(expense)/income 2.3 – – – 1 2 (5) (2) – (2)
Total other comprehensive income/(expense) – – – (29) (1) 11 (19) (3) (22)
Total comprehensive income/(expense) for the year – – – (29) (1) 231 201 2 203
Transactions with owners, recorded directly in equity
Contributions by and distributions to owners
Equity dividends – – – – – (187) (187) (3) (190)
Movements due to share-based compensation 4.8 – – – – – 16 16 – 16
Repurchase of shares 4.7.5 (7) – 7 – – (38) (38) – (38)
Tax on items taken directly to equity 2.3 – – – – – (2) (2) – (2)
Total transactions with owners (7) – 7 – – (211) (211) (3) (214)
Changes in non-controlling interests 4.7.6 – – – – – – – 2 2
Balance at 31 December 2025 4.7 387 174 252 50 (8) 943 1,798 25 1,823
1 See note 4.3 for further breakdown of Translation Reserve, including Hedging Reserve and Cost of Hedging Reserve
129
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 1 | reserve | earnings | Total | interests | equity | ||
| Note | £m | £m | £m | £m | £m | £m | £m | £m | £m | |
Balance at 1 January 2024 | 4.7 | ( | ||||||||
| Total comprehensive income/(expense) for the year | ||||||||||
Profit/(loss) for the year | ( | |||||||||
| Other comprehensive (expense)/income | ||||||||||
Revaluation of financial assets | 4.7.4 | ( | ( | ( | ||||||
Net gain on cash flow hedges and costs of hedging | 4.7.3 | |||||||||
Exchange differences on translation of foreign operations | 4.7.3 | ( | ( | ( | ||||||
Remeasurement loss on defined benefit pension schemes | 3.8 | ( | ( | ( | ||||||
| Income tax (charge)/credit on other comprehensive | ||||||||||
(expense)/income | 2.3 | ( | ||||||||
Total other comprehensive income/(expense) | ( | ( | ( | ( | ||||||
Total comprehensive income/(expense) for the year | ( | ( | ||||||||
| Transactions with owners, recorded directly in equity | ||||||||||
| Contributions by and distributions to owners | ||||||||||
Equity dividends | ( | ( | ( | ( | ||||||
Movements due to share-based compensation | 4.8 | |||||||||
Movements in the employee benefit trust | ( | ( | ( | |||||||
Repurchase of shares | 4.7.5 | ( | ( | ( | ( | |||||
Tax on items taken directly to equity | 2.3 | |||||||||
Total transactions with owners | ( | ( | ( | ( | ( | |||||
Changes in non-controlling interests | 4.7.6 | ( | ||||||||
Balance at 31 December 2024 | 4.7 | ( |
1 See note 4.3 for further breakdown of Translation Reserve, including Hedging Reserve and Cost of Hedging Reserve
ITV plc Annual Report and Accounts 2025 129
Strategic Report Governance Financial Statements
130
Consolidated Statement of Cash Flows
| 2025 | 2024 | ||||
| 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 | ||||
| Cash flow relating to operating exceptional items: | |||||
Operating exceptional items | 2.2 | ( | ( | ||
Increase in exceptional payables | |||||
Cash outflow from exceptional items | ( | ( | |||
Cash generated from operations | |||||
Defined benefit pension funding 1 | 3.8 | ( | ( | ||
Interest received | |||||
Interest paid 2 | ( | ( | |||
Net taxation paid | ( | ( | |||
( | ( | ||||
Net cash inflow from operating activities | |||||
| Cash flows from investing activities | |||||
Acquisition of property, plant and equipment | ( | ( | |||
Acquisition of intangible assets | ( | ( | |||
Acquisition of subsidiary undertakings, net of cash acquired | 3.4 | ( | ( | ||
Acquisition of investments | ( | ( | |||
Proceeds from disposal of associates, j oint ventures and subsidiary undertakings | 3.5 | ||||
| Proceeds from sale and maturity of gilts | |||||
(other pension assets) 1 | |||||
Dividends received from investments | |||||
Loans granted to associates and joint ventures | ( | ||||
Loans repaid by associates and joint ventures | |||||
Net cash (outflow)/inflow from investing activities | ( |
| 2025 | 2024 | ||||
| For the year ended 31 December | Note | £m | £m | £m | £m |
| Cash flows from financing activities | |||||
Bank and other loans – amounts repaid | ( | ( | |||
Settlement of derivatives 3 | ( | ||||
Bank and other loans – amounts raised | |||||
Payment of lease liabilities 4 | ( | ( | |||
Acquisition of non-controlling interests | ( | ( | |||
Dividends paid to non-controlling interests | ( | ( | |||
Equity dividends paid | 4.7.5 | ( | ( | ||
Repurchase of shares | 4.7.5 | ( | ( | ||
Net cash outflow from financing activities | ( | ( | |||
| Net (decrease)/increase in cash and cash | |||||
| equivalents | ( | ||||
Cash and cash equivalents at 1 January | 4.1 | ||||
Effects of exchange rate changes and fair value movements | ( | ( | |||
Cash and cash equivalents at 31 December | 4.1 |
1 £12 million was paid into the Group’s defined benefit pension scheme funded through the sale and maturing of gilts
(other pension assets). See note 3.8 for a breakdown of the Group’s defined benefit funding contributions in the year
2 Interest paid includes interest on bank, other loans, derivative financial instruments and lease liabilities
3 Net cash flow from forwards and swaps held against the euro denominated bond repaid in 2024
4 Net cash flow on lease liabilities in note 4.1 and 4.6 of £26 million (2024: £25 million) includes interest on lease liabilities of
£5 million (2024: £5 million), included in interest paid
ITV plc Annual Report and Accounts 2025130
130
Con
solidated Statement of Cash Flows
For the year ended 31 December
Note £m
2025
£m £m
2024
£m
Cash flows from operating activities
Cash generated from operations before
exceptional items 2.1 401 447
Cash flow relating to operating exceptional items:
Operating exceptional items 2.2 (107) (65)
Increase in exceptional payables 47 4
Cash outflow from exceptional items (60) (61)
Cash generated from operations 341 386
Defined benefit pension funding
1
3.8 (65) (3)
Interest received 54 25
Interest paid
2
(93) (48)
Net taxation paid (35) (27)
(139) (53)
Net cash inflow from operating activities 202 333
Cash flows from investing activities
Acquisition of property, plant and equipment (26) (14)
Acquisition of intangible assets (28) (35)
Acquisition of subsidiary undertakings, net of
cash acquired 3.4 (14) (13)
Acquisition of investments (5) (11)
Proceeds from disposal of associates,
j
oint ventures and subsidiary undertakings 3.5 9 295
Proceeds from sale and maturity of gilts
(other pension assets)
1
12 –
Dividends received from investments – 1
Loans granted to associates and joint ventures (5) –
Loans repaid by associates and joint ventures 5 23
Net cash (outflow)/inflow from
investing activities
(52) 246
For the year ended 31 December
Note £m
2025
£m £m
2024
£m
Cash flows from financing activities
Bank and other loans – amounts repaid (37) (437)
Settlement of derivatives
3
– (10)
Bank and other loans – amounts raised 20 431
Payment of lease liabilities
4
(21) (20)
Acquisition of non-controlling interests (4) (47)
Dividends paid to non-controlling interests (3) (9)
Equity dividends paid 4.7.5 (187) (198)
Repurchase of shares 4.7.5 (38) (199)
Net cash outflow from financing activities (270) (489)
Net (decrease)/increase in cash and cash
equivalents (120) 90
Cash and cash equivalents at 1 January 4.1 427 340
Effects of exchange rate changes and
fair value movements
(5) (3)
Cash and cash equivalents at 31 December 4.1 302 427
1 £12 million was paid into the Group’s defined benefit pension scheme funded through the sale and maturing of gilts
(other pension assets). See note 3.8 for a breakdown of the Group’s defined benefit funding contributions in the year
2 Interest paid includes interest on bank, other loans, derivative financial instruments and lease liabilities
3 Net cash flow from forwards and swaps held against the euro denominated bond repaid in 2024
4 Net cash flow on lease liabilities in note 4.1 and 4.6 of £26 million (2024: £25 million) includes interest on lease liabilities of
£5 million (2024: £5 million), included in interest paid
131
Notes to the Financial Statements
ITV plc Annual Report and Accounts 2025 131
Strategic Report Governance Financial Statements
132
Notes to the Financial Statements continued
SECTION 1: BASIS OF PREPARATION CONTINUED
ITV plc Annual Report and Accounts 2025132
132
Notes to the Financial Statements continued
SECTION 1: BASIS OF PREPARATION CONTINUED
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 considered.
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.
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.
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.
133
Area | Key judgements | Key sources of estimation uncertainty |
| Exceptional items | The classification of income or | |
| (See note 2.2) | expenses as exceptional items | |
| Transmission | Whether the transponder capacity | |
| commitments | contracts should be classified as | |
| (See note 3.1.1) | leases in accordance with IFRS 16 | |
| Acquisition-related | Whether future amounts payable | Estimates of cash flow forecasts |
| liabilities (See note 3.1.4 | is linked to employment | to support the calculation of the |
| and 3.1.5) | future liabilities | |
| Employee-related | The individuals who are included | Estimates of the amounts required |
| provisions (See note 3.7) | in the calculation | to settle or assume the liability |
| Defined benefit pension | Estimates of the assumptions | |
| (See note 3.8) | for valuing the defined benefit | |
| obligation |
| Impact on | ||
Accounting standard | Requirement | financial statements |
| Amendments to IAS 21 | The amendment clarifies how an assessment is | No material changes |
| 'The Effects of Changes | made as to whether a currency is exchangeable, | to the Group’s |
| in Foreign | and how estimates of a spot rate are made when | financial position |
| Exchange Rates’ | a currency lacks exchangeability. | or performance. |
ITV plc Annual Report and Accounts 2025 133
Strategic Report Governance Financial Statements
134
Notes to the Financial Statements continued
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 producer, streamer and broadcaster, consisting of ITV Studios and Media &
Entertainment (M&E).
Accounting policies
ITV plc Annual Report and Accounts 2025134
134
Notes to the Financial Statements continued
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 producer, streamer and broadcaster, consisting of ITV Studios and Media &
Entertainment (M&E).
ITV Studios
ITV Studios is a scaled global creator, owner and distributor of high-quality TV content, producing
some of the most successful shows in the world. It operates in 13 countries, across 60+ labels and 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 world’s largest studio groups, and one a key
player in the markets in which it operates. ITV Studios is a trusted supplier with well-established
relationships with major content buyers and leading creative talent. With a high-quality content
library of over 100,000 hours and a digital distribution network through Zoo 55, ITV Studios’ digital
label, it is also one of the pre-eminent global distributors of content.
ITV Studios UK produces a diverse range of new and established scripted and unscripted titles for
global streaming platforms and FTA broadcasters.
ITV Studios US produces scripted and unscripted content for all major US networks, cable channels,
and streaming platforms. To better align with evolving market dynamics, during the year, we have
brought our US scripted and unscripted businesses under single leadership.
ITV Studios International produces original scripted and unscripted content across our non-UK and
non-US production bases.
Global Partnerships monetises its portfolio of some of the world’s most successful entertainment
formats and maximises commercial opportunities from its brands. The key focus is on driving growth
by monetising existing high-value formats and supporting the creation of new global formats.
ITV Studios launched Zoo 55, a new digital content label designed to drive high-margin growth from
the global digital distribution market. Zoo 55 enables ITV Studios to expand the reach of both its long
and short-form content across a broader range of platforms, engaging wider global audiences within
this fast-growing segment of the content market.
Media & Entertainment
ITV is the UK’s largest commercial streamer and broadcaster. Through M&E, the Group make British-
focused content available on ITVX – its free, advertiser-funded streaming service – alongside its
free-to-air linear TV channels and third-party partners, allowing viewers to watch whenever and
wherever they choose.
For advertisers, ITV offers a combination of mass audience reach, targeted advertising, and
commercial and creative partnerships, all delivered in a brand-safe, reliably measured environment
across ITVX and our linear TV channels. We further extend this scale and reach by offering digital
advertising around our content, and partner content on YouTube.
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 including whether the Group had control of the good or service before
transferring to the customer.
Under IFRS 15 the Group needs to evaluate if a format or licence represents a right to access the
content (revenue recognised over time) or represents a right to use the content (revenue recognised
at a point in time). The Group has determined that most format and licence revenues are satisfied at
a point in time due to there being limited ongoing involvement in the use of the licence following its
transfer to the customer.
The transaction price, being the amount to which the Group expects to be entitled and has rights to
under the contract, is allocated to the identified performance obligations. The transaction price will
also include an estimate of any variable consideration where the Group’s performance may result
in additional revenues. Variable consideration is estimated based on the achievement of agreed
targets, such as audience targets and 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.
135
Segment | Major classes of revenue and revenue recognition policy | Payment terms |
| ITV Studios | ||
| Programme | ||
| production | for broadcasters and streaming platforms in the UK, | over the term of |
| US and internationally is recognised at the point of | the contract | |
| delivery of an episode and acceptance by the | ||
| customer. Revenue from producer for hire contracts, | ||
| where in an event of cancellation, cost is recovered | ||
| plus a margin, is recognised over time, over the term | ||
| of the contract | ||
| Format licences | ||
| a stated territory, media and period. Licence revenue | over the term of | |
| is recognised when the licence period has | the contract | |
| commenced (point in time) | ||
| Programme | ||
| distribution | programme in a stated territory, media and period and | over the term of |
| rights | revenue is recognised at the point when the contract | the contract |
| is signed, the content is available for download, | ||
| and the licence period has started (point in time) | ||
| content remains unchanged and available to the | ||
| customer, revenue is recognised when the contract is | ||
| signed (point in time) |
Segment | Major classes of revenue and revenue recognition policy | Payment terms |
| Media & Entertainment | ||
| Total advertising | ||
| revenue | airtime on linear TV and is recognised at the point of | month after |
| transmission | transmission | |
| generated from selling advertising on ITVX and is | month after | |
| recognised at the point of delivery | campaign is | |
| delivered | ||
| ITV linear channels and online is recognised over the | ||
| period of transmission | transmission | |
| Subscriptions | ||
| over the subscription period | over the term of | |
| the contract or | ||
| subscription period | ||
| SDN | ||
| capacity of the digital multiplex and is recognised | over the term of | |
| over the term of the contract | the contract | |
| Partnerships and | ||
| other revenue | O2, and third-party commissions. Revenue related to | over the term of |
| performance obligations delivered over time (e.g. | the contract | |
| provision of HD and SD channels and updated library | ||
| content) are recognised over the term of the contract | ||
| while revenues related to one-time provision of | ||
| content are recognised on delivery of the content | ||
| (point in time) | ||
| competitions and is recognised as the event occurs | within two months | |
| (point in time) | of the competition | |
| being aired | ||
| Channel 3 licencees that are not part of the ITV | over the term of | |
| Group. The performance obligations are delivered as | the contract | |
| programming is delivered to the licensee and revenue | ||
| is recognised over the term of the contract (over time) |
ITV plc Annual Report and Accounts 2025 135
Strategic Report Governance Financial Statements
136
Notes to the Financial Statements continued
SECTION 2: RESULTS FOR THE YEAR CONTINUED
| 2025 | 2025 | 2024 | 2024 | |
| £m | % of total | £m | % of total | |
ITV Studios UK | 989 | 868 | ||
ITV Studios US | 310 | 391 | ||
ITV Studios International | 434 | 380 | ||
Global Partnerships | 397 | 399 | ||
Total ITV Studios 1,2 | 2,130 | 52% | 2,038 | 49% |
Total advertising revenue (TAR) | 1,723 | 42% | 1,820 | 44% |
Subscriptions | 48 | 48 | ||
SDN | 38 | 43 | ||
Partnerships and other revenue | 182 | 191 | ||
Media & Entertainment | 1,991 | 48% | 2,102 | 51% |
Total revenue 3 | 4,121 | 4,140 |
| Media & | |||
| ITV Studios | Entertainment | Consolidated | |
| 2025 | 2025 | 2025 | |
| £m | £m | £m | |
Total segment revenue | 2,130 | 1,991 | 4,121 |
Internal revenue 1 | (605) | (5) | (610) |
Revenue from external customers | 1,525 | 1,986 | 3,511 |
Adjusted EBITA 2 | 297 | 234 | 531 |
| Unrealised profit in stock adjustment | 3 | ||
Group adjusted EBITA 3 | 534 |
| Media & | |||
| ITV Studios | Entertainment | Consolidated | |
| 2024 | 2024 | 2024 | |
| £m | £m | £m | |
Total segment revenue | 2,038 | 2,102 | 4,140 |
Internal revenue 1 | (646) | (6) | (652) |
Revenue from external customers | 1,392 | 2,096 | 3,488 |
Adjusted EBITA 2 | 299 | 250 | 549 |
| Unrealised profit in stock adjustment | (7) | ||
Group adjusted EBITA 3 | 542 |
ITV plc Annual Report and Accounts 2025136
136
Notes to the Financial Statements continued
SECTION 2: RESULTS FOR THE YEAR CONTINUED
The results for the year aggregate these classes of revenue into the following categories:
2025
£m
2025
% of total
2024
£m
2024
% of total
ITV Studios UK 989 868
ITV Studios US 310 391
ITV Studios International 434 380
Global Partnerships 397 399
Total ITV Studios
1,2
2,130 52% 2,038 49%
Total advertising revenue (TAR) 1,723 42% 1,820 44%
Subscriptions 48 48
SDN 38 43
Partnerships and other revenue 182 191
Media & Entertainment 1,991 48% 2,102 51%
Total revenue
3
4,121 4,140
1 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
2 Total ITV Studios revenue includes £89 million (2024: £106 million) of intra-segment revenue derived from trading between
Global Partnerships and ITV Studios productions
3 Includes internal revenue as discussed in the APMs (page 35)
Digital revenues, which is reported within M&E revenue, of £614 million (2024: £556 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 Executive Committee and Board. The Executive
Committee is regarded as the chief operating decision-maker and considers the business, primarily
from an operating activity perspective.
The Group’s segments are Media & Entertainment and ITV Studios, the results of which are outlined
in the following tables:
ITV Studios
2025
£m
Media &
Entertainment
2025
£m
Consolidated
2025
£m
Total segment revenue 2,130 1,991 4,121
Internal revenue
1
(605) (5) (610)
Revenue from external customers 1,525 1,986 3,511
Adjusted EBITA
2
297 234 531
Unrealised profit in stock adjustment 3
Group adjusted EBITA
3
534
ITV Studios
2024
£m
Media &
Entertainment
2024
£m
Consolidated
2024
£m
Total segment revenue 2,038 2,102 4,140
Internal revenue
1
(646) (6) (652)
Revenue from external customers 1,392 2,096 3,488
Adjusted EBITA
2
299 250 549
Unrealised profit in stock adjustment (7)
Group adjusted EBITA
3
542
1 Internal revenue originates mainly in the UK and includes trading between ITV Studios and M&E, and Global Partnerships and
ITV Studios productions
2 Adjusted EBITA is EBITA adjusted to exclude exceptional items and includes the benefit of production tax credits under the HETV
scheme. Expenditure credits under the new Audio-Visual Expenditure Credit (‘AVEC’) scheme are reported within EBITA. Further
details on AVEC are provided in the APMs. Adjusted EBITA is also stated after the elimination of intersegment revenue and costs
3 Group adjusted EBITA removes the profit recorded in the ITV Studios business related to content sold to the Media & Entertainment
business but unutilised and held on the balance sheet at the year end. A reconciliation of Group adjusted EBITA to statutory profit
before tax is provided on page 34
137
| 2025 | 2024 | |
| £m | £m | |
UK | 1,394 | 1,352 |
US | 317 | 336 |
Rest of the world | 130 | 117 |
Total non-current assets | 1,841 | 1,805 |
| 2025 | 2024 | 2025 | 2024 | |
| £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 revenue | 1,714 | 1,797 | 272 | 299 |
| Programme production, programme distribution | ||||
rights | 1,185 | 970 | 256 | 342 |
Format licences | 78 | 76 | 6 | 4 |
Total external revenue | 2,977 | 2,843 | 534 | 645 |
| 2026 | 2027 | 2028 | Beyond | |
| £m | £m | £m | £m | |
Media & Entertainment | 141 | 41 | 13 | 1 |
ITV Studios | 202 | 36 | 18 | 29 |
Total revenue | 343 | 77 | 31 | 30 |
Internal supply | (14) | (8) | – | – |
Total external revenue | 329 | 69 | 31 | 30 |
| 2025 | 2024 | ||
| Note | £m | £m | |
Group adjusted EBITA 1 | 534 | 542 | |
Production tax credits | (1) | (16) | |
EBITA before exceptional items 1 | 533 | 526 | |
Operating exceptional items | 2.2 | (107) | (65) |
Amortisation and impairment | (63) | (143) | |
Operating profit | 363 | 318 | |
Net financing costs | 4.4 | (25) | – |
Share of losses of joint ventures and associated undertakings | – | (9) | |
| Profit on disposal of associates, joint ventures and subsidiary | |||
| undertakings | – | 212 | |
Statutory profit before tax | 338 | 521 |
ITV plc Annual Report and Accounts 2025 137
Strategic Report Governance Financial Statements
138
Notes to the Financial Statements continued
SECTION 2: RESULTS FOR THE YEAR CONTINUED
| 2025 | 2024 | ||
| Note | £m | £m | |
| Cash flows from operating activities | |||
Statutory profit before tax | 338 | 521 | |
| Add back: | |||
Profit on disposal of associates, joint ventures and subsidiary undertakings | – | (212) | |
Share of losses of joint ventures and associated undertakings | – | 9 | |
Net financing costs | 4.4 | 25 | – |
Operating exceptional items | 2.2 | 107 | 65 |
Depreciation of property, plant and equipment (net of exceptional items) | 3.2 | 48 | 47 |
Amortisation and impairment | 63 | 143 | |
Share-based compensation | 4.8 | 16 | 18 |
(Increase)/decrease in programme rights and distribution rights | (32) | 18 | |
| Increase in receivables, contract assets and production | |||
| inventories | (190) | (177) | |
Increase in payables and contract liabilities | 26 | 15 | |
Movement in working capital | (196) | (144) | |
Cash generated from operations before exceptional items | 401 | 447 |
| 2025 | 2024 | |
| £m | £m | |
Wages and salaries | 545 | 548 |
Social security and other costs | 93 | 86 |
Share-based compensation (see note 4.8) | 16 | 18 |
Pension costs | 30 | 29 |
Total staff costs 1 | 684 | 681 |
Less: staff costs allocated to productions, exceptional items or capitalised | (293) | (279) |
Net staff costs | 391 | 402 |
2025 | 2024 | |
ITV Studios | 4,015 | 4,018 |
Media & Entertainment | 2,470 | 2,595 |
6,485 | 6,613 |
2025 | 2024 | |
ITV Studios | 4,202 | 4,239 |
Media & Entertainment | 2,557 | 2,726 |
6,965 |
ITV plc Annual Report and Accounts 2025138
138
Notes to the Financial Statements continued
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
2025
£m
2024
£m
Cash flows from operating activities
Statutory profit before tax 338 521
Add back:
Profit on disposal of associates, joint ventures and
subsidiary undertakings
– (212)
Share of losses of joint ventures and associated undertakings – 9
Net financing costs 4.4 25 –
Operating exceptional items 2.2 107 65
Depreciation of property, plant and equipment (net of
exceptional items) 3.2 48 47
Amortisation and impairment 63 143
Share-based compensation 4.8 16 18
(Increase)/decrease in programme rights and distribution rights (32) 18
Increase in receivables, contract assets and production
inventories
(190) (177)
Increase in payables and contract liabilities 26 15
Movement in working capital (196) (144)
Cash generated from operations before exceptional items 401 447
Operating costs
The major components of operating costs of £3,148 million (2024: £3,170 million) are content
costs of £1,210 million (2024: £1,268 million), other net costs of production of £1,329 million
(2024: £1,245 million), staff costs of £391 million (2024: £402 million), depreciation, amortisation
and impairment of £111 million (2024: £190 million) and operating exceptional items of £107 million
(2024: £65 million).
Staff costs
Staff costs can be analysed as follows:
2025
£m
2024
£m
Wages and salaries 545 548
Social security and other costs 93 86
Share-based compensation (see note 4.8) 16 18
Pension costs 30 29
Total staff costs
1
684 681
Less: staff costs allocated to productions, exceptional items or capitalised (293) (279)
Net staff costs 391 402
1 Staff costs include the costs of the Executive Committee including two Executive Directors but excludes the Non-executive
Directors and the Chairman of the Board
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:
2025 2024
ITV Studios 4,015 4,018
Media & Entertainment 2,470 2,595
6,485 6,613
The monthly average number of people employed over the year is:
2025 2024
ITV Studios 4,202 4,239
Media & Entertainment 2,557 2,726
6,759 6,965
The decrease in headcount is due to the Group’s cost saving programme, predominantly in the
Media & Entertainment division.
Depreciation
Depreciation in the year was £48 million (2024: £47 million), of which £33 million (2024: £32 million)
relates to ITV Studios and £15 million (2024: £15 million) to Media & Entertainment. See notes 3.2 for
further details.
139
| PwC | PwC | |
| 2025 | 2024 | |
| £m | £m | |
For the audit of the Group’s annual financial statements | 1.9 | 2.1 |
For the audit of subsidiaries of the Group | 1.5 | 1.5 |
Audit-related assurance services | 0.2 | 0.2 |
Total audit and audit-related assurance services | 3.6 | 3.8 |
Other assurance services | – | 0.1 |
Total non-audit services 1 | – | 0.1 |
Total fees paid to auditors | 3.6 | 3.9 |
2.2 EXCEPTIONAL ITEMS
Keeping it simple
Exceptional items are excluded from the Board’s and 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.
Exceptional items
Operating exceptional items are analysed as follows:
| 2025 | 2024 | ||
| (Charge)/credit | Ref. | £m | £m |
| Operating exceptional items: | |||
Corporate transaction-related expenses | A | (38) | (8) |
Restructuring and transformation costs | B | (69) | (50) |
Property costs | C | – | 1 |
Employee-related tax provision | D | (3) | 1 |
Transponder onerous contract | E | – | (4) |
Pension related costs | F | (3) | – |
Legal settlements | G | 8 | – |
Legal and other costs | H | (2) | (5) |
| Total operating exceptional items | (107) | (65) | |
Tax on operating exceptional items | 17 | 13 | |
Total operating exceptional items net of tax | (90) | (52) |
A. Corporate transaction-related expenses
Corporate transaction-related expenses of £38 million (2024: £8 million) are performance-based,
employment-linked consideration to former owners and professional fees related to completed
corporate transactions and potential corporate transactions.
ITV plc Annual Report and Accounts 2025 139
Strategic Report Governance Financial Statements
140
Notes to the Financial Statements continued
SECTION 2: RESULTS FOR THE YEAR CONTINUED
2.3 TAXATION
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.
ITV plc Annual Report and Accounts 2025140
140
Notes to the Financial Statements continued
SECTION 2: RESULTS FOR THE YEAR CONTINUED
B. Restructuring and transformation costs
Restructuring and transformation costs of £69 million (2024: £50 million) relate to one-off
significant restructuring, transformation and efficiency programmes of the business. Within this,
there were £54 million (2024: £36 million) of restructuring and other costs associated with our
strategic cost programme to reshape the cost base and enhance profitability across the Group.
In addition, £15 million (2024: £14 million) of costs were incurred relating to our transformation
programme, which is associated with delivering our digital strategy, including our new programme
rights, finance and HR systems and simplifying our holding company structures and processes.
C. Property costs
In 2024, the Group received a rebate in relation to one of the properties it exited in 2022 as part
of the move to Broadcast Centre, with the credit being recognised in exceptional items, consistent
with the original charge that was previously classified as exceptional.
D. Employee-related tax provisions
During the year £3 million was charged for an exceptional provision for employee-related taxes
(2024: £1 million was released for an exceptional provision for employee-related taxes that was
no longer required). See note 3.7 for further details of the provisions held.
E. Transponder onerous contract
In 2024, the Group cleared a third transponder and recognised an onerous contract provision of
£4 million for capacity that was no longer generating revenue. The provision was fully utilised in 2024.
F. Pension related costs
In October 2025, all members of the Box Clever Group Pension Scheme transferred into the ITV
Pension Scheme. The IAS 19 valuation of the Scheme liabilities at the transfer date was £47 million.
An estimated £2 million has been provided for back payments to members reflecting the difference
between PPF level benefits and the full ITV Scheme benefits. The liabilities have been recognised in
the Consolidated Statement of Financial Position through Exceptional Pension related items.
A further £6 million was paid to the Pension Protection Fund, covering loans incurred since the date
of the agreement leading up to the transfer.
Consequently, the provision held of £52 million for this matter, has been released to Exceptional
Pension related items, consistent with the initial recognition of the provision.
See note 3.8 for further details.
G. Legal settlements
The Group reached a settlement with its insurers during the period regarding a historical legal
matter. This settlement amount has been recognised as a credit in exceptional items, consistent
with the original charge that was previously classified as exceptional.
H. Legal and other costs
Legal and other costs of £2 million (2024: £5 million) relates primarily to legal costs for matters
considered to be outside the normal course of business.
2.3 TAXATION
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 with 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.
141
| 2025 | 2024 | |
| £m | £m | |
| Current tax: | ||
Current tax charge on profit before exceptional items | (106) | (94) |
Current tax credit on exceptional operating items | 17 | 13 |
| Current tax charge on the profit on disposal of associates, joint ventures | ||
| and subsidiary undertakings | – | (22) |
(89) | (103) | |
Adjustments related to prior periods | (7) | 20 |
(96) | (83) | |
| Deferred tax: | ||
Origination and reversal of temporary differences | (13) | (7) |
| Deferred tax charge on the profit on disposal of associates, joint ventures | ||
and subsidiary undertakings | – | (27) |
Impact of changes to statutory tax rates | (6) | – |
(19) | (34) | |
Adjustments related to prior periods | 2 | 2 |
(17) | (32) | |
Total taxation charge in the Consolidated Income Statement | (113) | (115) |
| 2025 | 2024 | |
| £m | £m | |
Profit before tax | 338 | 521 |
Notional taxation charge at UK corporation tax rate of 25% (2024: 25%) on profit before tax | (85) | (130) |
Non-taxable income/non-deductible expenses | (10) | (17) |
Prior year adjustments | (5) | 22 |
Other taxes | (10) | (11) |
Current year losses not recognised | (7) | (10) |
Impact of overseas tax rates | 1 | 6 |
Impact of changes in tax rates | (6) | – |
Pillar 2 top-up tax | (2) | (2) |
Production tax credits | 11 | 27 |
Statutory taxation charge in the Consolidated Income Statement | (113) | (115) |
ITV plc Annual Report and Accounts 2025 141
Strategic Report Governance Financial Statements
142
Notes to the Financial Statements continued
SECTION 2: RESULTS FOR THE YEAR CONTINUED
| At | Recognised in | Recognised | Business | At | ||
| 1 January | the income | in OCI | acquisitions | Foreign | 31 December | |
| 2025 | statement | and equity | and other | exchange | 2025 | |
| £m | £m | £m | £m | £m | £m | |
Tangible assets | (5) | (3) | – | – | – | (8) |
Intangible assets | (62) | (15) | – | (2) | 4 | (75) |
Pension scheme | (54) | 14 | (20) | – | – | (60) |
Tax losses | 9 | (2) | – | – | – | 7 |
Share-based compensation | 6 | 2 | (1) | – | – | 7 |
Tax credits | – | – | – | 4 | – | 4 |
Other temporary differences | 21 | (13) | 3 | – | (1) | 10 |
(85) | (17) | (18) | 2 | 3 | (115) |
| At | Recognised in | Recognised | At | |||
| 1 January | the income | in OCI | Foreign | 31 December | ||
| 2024 | statement | and equity | Other | exchange | 2024 | |
| £m | £m | £m | £m | £m | £m | |
Tangible assets | (5) | – | – | – | – | (5) |
Intangible assets | (49) | (6) | – | (6) | (1) | (62) |
Pension scheme | (59) | (1) | 6 | – | – | (54) |
Tax losses | 32 | (23) | – | – | – | 9 |
Share-based compensation | 5 | 1 | – | – | – | 6 |
Other temporary differences | 23 | (3) | (1) | 2 | – | 21 |
(53) | (32) | 5 | (4) | (1) | (85) |
ITV plc Annual Report and Accounts 2025142
142
Notes to the Financial Statements continued
SECTION 2: RESULTS FOR THE YEAR CONTINUED
The Finance (No2) Act 2023 (Pillar Two) introduced a global minimum effective tax rate of 15% for
large groups for financial years beginning on or after 31 December 2023. Most territories in which the
ITV Group operates qualify for one of the safe harbour exemptions such that Pillar 2 top-up taxes
should not apply. In 2025 territories that failed to meet the exemptions are estimated to incur Pillar 2
taxes of £2 million (2024: £2 million).
The amendments to IAS 12 ‘Income Taxes’ provide a mandatory 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.
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.
Production tax incentives were £11 million in 2025 (2024: £27 million), includes residual UK HETV
tax credits of £1 million (2024: £16 million) and the impact of overseas production incentives of
£10 million (2024: £11 million).
Taxation – Other comprehensive income (OCI) and equity
As analysed in the table below a deferred tax charge of £20 million (2024: £6 million credit) has
been recognised on actuarial movements on pensions. Other temporary differences recognised
in other comprehensive income include: £1 million deferred tax credit (2024: £1 million credit) on
gilts, £1 million deferred tax credit on derivatives (2024: £2 million charge) and £1 million deferred
tax credit was recognised on the cost of hedging (2024: £nil). A £1 million deferred tax charge
(2024: £nil) has been recognised in equity in respect of share-based payments.
There has been £15 million current tax (2024: £nil) recognised in other comprehensive income in the
current year on pensions. There has been a £1 million current tax charge recognised in equity in the
current year in relation to share-based compensation (2024: £2 million credit).
Taxation – Consolidated Statement of Financial Position
The table below outlines the deferred tax assets/(liabilities) that are recognised in the Consolidated
Statement of Financial Position, together with their movements in the year:
At
1 January
2025
£m
Recognised in
the income
statement
£m
Recognised
in OCI
and equity
£m
Business
acquisitions
and other
£m
Foreign
exchange
£m
At
31 December
2025
£m
Tangible assets (5) (3) – – – (8)
Intangible assets (62) (15) – (2) 4 (75)
Pension scheme (54) 14 (20) – – (60)
Tax losses 9 (2) – – – 7
Share-based compensation 6 2 (1) – – 7
Tax credits – – – 4 – 4
Other temporary differences 21 (13) 3 – (1) 10
(85) (17) (18) 2 3 (115)
At
1 January
2024
£m
Recognised in
the income
statement
£m
Recognised
in OCI
and equity
£m
Other
£m
Foreign
exchange
£m
At
31 December
2024
£m
Tangible assets (5) – – – – (5)
Intangible assets (49) (6) – (6) (1) (62)
Pension scheme (59) (1) 6 – – (54)
Tax losses 32 (23) – – – 9
Share-based compensation 5 1 – – – 6
Other temporary differences 23 (3) (1) 2 – 21
(53) (32) 5 (4) (1) (85)
143
2.4 EARNINGS PER 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 £220 million (2024: £408 million) divided by 3,736 million (2024: 3,935 million), being the
weighted average number of shares in issue during the year, which excludes Employee Benefit
Trust (EBT) shares held in trust and shares bought back during the year (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
2025 | 2024 | |
| Statutory profit for the year attributable to equity shareholders of | ||
ITV plc (£m) | 220 | 408 |
Weighted average number of ordinary shares in issue – million | 3,736 | 3,935 |
Basic earnings per ordinary share | 5.9p | 10.4p |
Diluted earnings per share
2025 | 2024 | |
| Statutory profit for the year attributable to equity shareholders of | ||
ITV plc (£m) | 220 | 408 |
Weighted average number of ordinary shares in issue – million | 3,736 | 3,935 |
Dilution due to share options – million | 41 | 42 |
Total weighted average number of ordinary shares in issue – million | 3,777 | 3,977 |
Diluted earnings per ordinary share | 5.8p | 10.3p |
ITV plc Annual Report and Accounts 2025 143
Strategic Report Governance Financial Statements
144
Notes to the Financial Statements continued
SECTION 2: RESULTS FOR THE YEAR CONTINUED
Adjusted earnings per share
| 2025 | 2024 | ||
| Ref. | £m | £m | |
Statutory profit for the year attributable to equity shareholders of ITV plc | 220 | 408 | |
Exceptional items (net of tax) | A | 90 | 52 |
Profit for the year before exceptional items | 310 | 460 | |
Amortisation and impairment of acquired intangible assets | B | 23 | 99 |
Adjustments to net financing income | C | (14) | (20) |
| Profit on disposal of associates, joint ventures and subsidiary | |||
undertakings | D | – | (163) |
Adjusted profit for the year attributable to ITV shareholders | 319 | 376 | |
Weighted average number of ordinary shares in issue – million | 3,736 | 3,935 | |
Adjusted earnings per ordinary share | 8.5p | 9.6p |
Diluted adjusted earnings per share
2025 | 2024 | |
Adjusted profit (£m) | 319 | 376 |
Weighted average number of ordinary shares in issue – million | 3,736 | 3,935 |
Dilution due to share options – million | 41 | 42 |
Total weighted average number of ordinary shares in issue – million | 3,777 | 3,977 |
Diluted adjusted earnings per ordinary share | 8.4p | 9.5p |
ITV plc Annual Report and Accounts 2025144
144
Notes to the Financial Statements continued
SECTION 2: RESULTS FOR THE YEAR CONTINUED
Adjusted earnings per share
Ref.
2025
£m
2024
£m
Statutory profit for the year attributable to equity shareholders of
ITV plc 220 408
Exceptional items (net of tax) A 90 52
Profit for the year before exceptional items 310 460
Amortisation and impairment of acquired intangible assets B 23 99
Adjustments to net financing income C (14) (20)
Profit on disposal of associates, joint ventures and subsidiary
undertakings D – (163)
Adjusted profit for the year attributable to ITV shareholders 319 376
Weighted average number of ordinary shares in issue – million 3,736 3,935
Adjusted earnings per ordinary share 8.5p 9.6p
Diluted adjusted earnings per share
2025 2024
Adjusted profit (£m) 319 376
Weighted average number of ordinary shares in issue – million 3,736 3,935
Dilution due to share options – million 41 42
Total weighted average number of ordinary shares in issue – million 3,777 3,977
Diluted adjusted earnings per ordinary share 8.4p 9.5p
Details of the adjustments to earnings are as follows:
A. Exceptional items (net of tax) £90 million (2024: £52 million)
Exceptional items of £107 million (2024: £65 million), net of related tax credit of £17 million
(2024: £13 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 £107 million
exceptional charge comprises exceptional costs of £124 million and an exceptional credit of £17 million.
£40 million of the net exceptional costs were disallowed for tax purposes, consequently 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 £23 million
(2024: £99 million)
Amortisation and impairment of assets acquired through business combinations and investments
of £63 million (2024: £143 million), excluding amortisation of software licences and development of
£43 million (2024: £36 million), net of related tax charge of £3 million (2024: £8 million net tax credit).
C. Adjustments to net financing income (net of tax) £14 million (2024: net financing income
(net of tax) £20 million)
Net financing costs of £25 million (2024: £nil), is adjusted to reflect the underlying cash cost of
interest for the business. These adjustments of £18 million (2024: £25 million) 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 £4 million (2024: £5 million).
D. Profit on disposal of associates, joint ventures and subsidiary undertakings £nil
(2024: £163 million)
In 2024, the profit on disposal of associates, joint ventures and subsidiary undertaking of £212 million
was net of a related tax charge of £49 million.
145
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.
3.1 WORKING CAPITAL
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
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.
Type of programme | Streaming policy | Linear policy |
| Acquired content | Cost charged to the Income Statement | Cost charged to the Income |
| on a declining-balance method over the | Statement over a number of linear | |
| licence period | transmissions (episodic) | |
| Commissioned | Cost charged to the Income Statement | Cost charged to the Income |
| content | on a declining-balance method over the | Statement on first linear |
| licence period | transmission (episodic) | |
| Sports rights | Cost charged to the Income Statement | Cost charged to the Income |
| on first transmission | Statement on first linear | |
| transmission | ||
| Current affairs, live | Cost charged to the Income Statement | Cost charged to the Income |
| events, soaps | on first transmission | Statement on first linear |
| transmission | ||
| Library of content | Costs charged to the Income Statement | |
| (ITVX only) | on a straight-line basis over the licence | |
| period |
ITV plc Annual Report and Accounts 2025 145
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146
Notes to the Financial Statements continued
SECTION 3: OPERATING ASSETS AND LIABILITIES CONTINUED
| 2025 | 2024 | |
| £m | £m | |
Acquired programme rights | 233 | 273 |
Commissions | 120 | 72 |
Sports rights | 44 | 26 |
397 | 371 |
| Transmission | Programme | Total | |
| 2025 | £m | £m | £m |
Within one year | 10 | 428 | 438 |
Later than one year and not more than five years | 9 | 708 | 717 |
19 | 1,136 | 1,155 |
| Transmission | Programme | Total | |
| 2024 | £m | £m | £m |
Within one year | 10 | 628 | 638 |
Later than one year and not more than five years | 19 | 321 | 340 |
29 | 949 | 978 |
3.1.2 Distribution rights
The following table provides movements in distribution rights in the year:
| 2025 | 2024 | |
| £m | £m | |
At 1 January | 35 | 14 |
Additions | 31 | 35 |
Charged to the Income Statement | (25) | (14) |
At 31 December | 41 | 35 |
The increase in the year primarily relates to a higher value of premium scripted content from external
producers to further grow the business.
ITV plc Annual Report and Accounts 2025146
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Notes to the Financial Statements continued
SECTION 3: OPERATING ASSETS AND LIABILITIES CONTINUED
Programme rights and other inventory at the year end are shown in the table below:
2025
£m
2024
£m
Acquired programme rights 233 273
Commissions 120 72
Sports rights 44 26
397 371
£5 million relates to programme rights and other inventory that will be transmitted in 2027 and
beyond (2024: £nil transmitted in 2026 and beyond).
Included within programme rights and other inventory is £44 million (2024: £26 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
The Group has transponder capacity commitments for a period up to three years. Payments
increase over time, limited by specific RPI caps. There is judgement in assessing whether the
transponder capacity contract should be classified as a lease in accordance with IFRS 16 ‘Leases’.
The Group has concluded that this contract does not constitute a lease, as the Group does not
control the underlying assets due to the nature of the operation of the assets and the rights retained
by the supplier under the contract. The contracted future payments are therefore commitments and
included in the table below.
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. Commitments in respect of these transactions, which are not
reflected in the Consolidated Statement of Financial Position, are due for payment as follows:
2025
Transmission
£m
Programme
£m
Total
£m
Within one year 10 428 438
Later than one year and not more than five years 9 708 717
19 1,136 1,155
2024
Transmission
£m
Programme
£m
Total
£m
Within one year 10 628 638
Later than one year and not more than five years 19 321 340
29 949 978
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 following table provides movements in distribution rights in the year:
2025
£m
2024
£m
At 1 January 35 14
Additions 31 35
Charged to the Income Statement (25) (14)
At 31 December 41 35
The increase in the year primarily relates to a higher value of premium scripted content from external
producers to further grow the business.
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.
147
| 2025 | 2024 | |
| £m | £m | |
| Due within one year: | ||
Trade receivables | 411 | 397 |
Other receivables | 267 | 207 |
Prepayments | 66 | 78 |
744 | 682 | |
| Due after more than one year: | ||
Trade receivables | 89 | 51 |
Other receivables | 11 | 30 |
100 | 81 | |
Total trade and other receivables | 844 | 763 |
| 2025 | 2024 | |
| £m | £m | |
Current | 454 | 397 |
Up to 30 days overdue | 30 | 29 |
Between 30 and 90 days overdue | 9 | 16 |
Over 90 days overdue | 7 | 6 |
500 | 448 |
| 2025 | 2024 1 | |
| £m | £m | |
Trade payables | 168 | 166 |
VAT and social security | 22 | 36 |
Other payables | 181 | 180 |
Acquisition-related liabilities – employment-linked contingent consideration | 5 | 1 |
Acquisition-related liabilities – other 2 | 3 | 2 |
Accruals | 545 | 495 |
924 | 880 |
| 2025 | 2024 | |
| £m | £m | |
Trade payables | 55 | 33 |
Other payables | 42 | 32 |
Acquisition-related liabilities – employment-linked contingent consideration | 19 | 12 |
Acquisition-related liabilities – other 2 | 15 | 19 |
76 | 63 | |
Total trade and other payables due after more than one year | 131 | 96 |
ITV plc Annual Report and Accounts 2025 147
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Notes to the Financial Statements continued
SECTION 3: OPERATING ASSETS AND LIABILITIES CONTINUED
2025 | 2024 1 | |||
| Contract | Contract | Contract | Contract | |
| assets | liabilities | assets | liabilities | |
| £m | £m | £m | £m | |
Balance at 1 January | 176 | (253) | 202 | (187) |
| Decrease due to balance transferred to trade | ||||
receivables | (152) | – | (166) | – |
Increases as a result of the changes in the measure of progress | 204 | – | 136 | – |
Decreases due to revenue recognised in the year | – | 248 | – | 150 |
Increase due to cash received | – | (249) | – | (189) |
Acquisitions | 6 | (21) | 4 | (27) |
Balance at 31 December 2 | 234 | (275) | 176 | (253) |
| 2025 | 2024 | |
| £m | £m | |
Production inventories | 384 | 342 |
| 2025 | 2024 | |
| £m | £m | |
(Increase)/decrease in programme rights and distribution rights | (32) | 18 |
Increase in receivables, contract assets and production inventories | (190) | (177) |
Increase in payables and contract liabilities | 26 | 15 |
Working capital outflow | (196) | (144) |
ITV plc Annual Report and Accounts 2025148
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Notes to the Financial Statements continued
SECTION 3: OPERATING ASSETS AND LIABILITIES CONTINUED
Acquisition-related liabilities at 31 December 2025 were £42 million (2024: £34 million) which
represents the amount accrued to date at their time discounted value. The total undiscounted
estimated future payments of £115 million (2024: £105 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 £92 million and £227 million. The liabilities due after more than
one year are expected to be settled between 2027 and 2032.
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 for actual outcomes
or when earnouts are negotiated, hence the reason for the range noted above.
3.1.6 Contract assets and liabilities
Many of the programmes the Studios division produces are sold internationally and also used
within the ITV network. Contract assets (accrued income) primarily relate to the Group’s right to
consideration for work unbilled at the reporting date. 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:
2025 2024
1
Contract
assets
£m
Contract
liabilities
£m
Contract
assets
£m
Contract
liabilities
£m
Balance at 1 January 176 (253) 202 (187)
Decrease due to balance transferred to trade
receivables (152) – (166) –
Increases as a result of the changes in the
measure of progress
204 – 136 –
Decreases due to revenue recognised in the year – 248 – 150
Increase due to cash received – (249) – (189)
Acquisitions 6 (21) 4 (27)
Balance at 31 December
2
234 (275) 176 (253)
1 In the 31 December 2024 comparative, £19 million previously classified as Trade and other payables within one year, has been re-
presented as Contract liabilities to better reflect the underlying nature of certain contracts and align with the current year disclosures
2 Contract assets is stated net of provisions for impairment of £1 million (2024: £1 million) which have been included in the
reconciliation in note 3.1.3
Non-current contract assets of £39 million (2024: £4 million) is included in the above reconciliation.
3.1.7 Production inventories
Production inventories include 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:
2025
£m
2024
£m
Production inventories 384 342
During the year, £340 million was charged to the Consolidated Income Statement for completed
productions delivered (2024: £230 million).
Expenditure credits in relation to AVEC are recognised in Other receivables in note 3.1.3 over the
production period with the corresponding entry within production inventories.
3.1.8 Working capital management
Cash and working capital management continues to be a critical area of focus. During the year, the cash
outflow from working capital was £196 million (2024: outflow of £144 million) derived as follows:
2025
£m
2024
£m
(Increase)/decrease in programme rights and distribution rights (32) 18
Increase in receivables, contract assets and production inventories (190) (177)
Increase in payables and contract liabilities 26 15
Working capital outflow (196) (144)
149
3.2 PROPERTY, PLANT AND 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.
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 1 | 3 to 20 years |
Right of use assets | over the term of the lease |
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Notes to the Financial Statements continued
SECTION 3: OPERATING ASSETS AND LIABILITIES CONTINUED
| Improvements to | Vehicles, | |||||
| Freehold | leasehold land and | equipment | Right | |||
| land and | buildings | and fittings | of use | |||
| buildings | Long | Short | Owned | assets | Total | |
| £m | £m | £m | £m | £m | £m | |
| Cost | ||||||
At 1 January 2024 | 12 | 84 | 18 | 247 | 160 | 521 |
Additions | – | – | – | 14 | 12 | 26 |
Reclassifications | (1) | (3) | – | 4 | – | – |
Foreign exchange | – | – | – | 1 | (1) | – |
Disposals and retirements | – | – | – | – | (10) | (10) |
At 31 December 2024 | 11 | 81 | 18 | 266 | 161 | 537 |
Additions | – | – | – | 26 | 28 | 54 |
Foreign exchange | – | (2) | 1 | (2) | (1) | (4) |
Disposals and retirements | – | – | – | (44) | (14) | (58) |
At 31 December 2025 | 11 | 79 | 19 | 246 | 174 | 529 |
| Depreciation | ||||||
At 1 January 2024 | 2 | 28 | 13 | 155 | 60 | 258 |
Charge for the year | 1 | 3 | 1 | 22 | 20 | 47 |
Reclassifications | 2 | (4) | 2 | – | – | – |
Foreign exchange | – | – | – | 1 | 1 | 2 |
Disposals and retirements | – | – | – | – | (7) | (7) |
At 31 December 2024 | 5 | 27 | 16 | 178 | 74 | 300 |
Charge for the year | 1 | 2 | 1 | 23 | 21 | 48 |
Foreign exchange | – | – | – | – | – | – |
Disposals and retirements | – | – | – | (44) | (14) | (58) |
At 31 December 2025 | 6 | 29 | 17 | 157 | 81 | 290 |
| Net book value | ||||||
At 31 December 2025 | 5 | 50 | 2 | 89 | 93 | 239 |
At 31 December 2024 | 6 | 54 | 2 | 88 | 87 | 237 |
3.3 INTANGIBLE ASSETS
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.
ITV plc Annual Report and Accounts 2025150
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Notes to the Financial Statements continued
SECTION 3: OPERATING ASSETS AND LIABILITIES CONTINUED
Property, plant and equipment can be analysed as follows:
Freehold
land and
buildings
£m
Improvements to
leasehold land and
buildings
Vehicles,
equipment
and fittings
Right
of use
assets
£m
Total
£m
Long
£m
Short
£m
Owned
£m
Cost
At 1 January 2024 12 84 18 247 160 521
Additions – – – 14 12 26
Reclassifications (1) (3) – 4 – –
Foreign exchange – – – 1 (1) –
Disposals and retirements – – – – (10) (10)
At 31 December 2024 11 81 18 266 161 537
Additions – – – 26 28 54
Foreign exchange – (2) 1 (2) (1) (4)
Disposals and retirements – – – (44) (14) (58)
At 31 December 2025 11 79 19 246 174 529
Depreciation
At 1 January 2024 2 28 13 155 60 258
Charge for the year 1 3 1 22 20 47
Reclassifications 2 (4) 2 – – –
Foreign exchange – – – 1 1 2
Disposals and retirements – – – – (7) (7)
At 31 December 2024 5 27 16 178 74 300
Charge for the year 1 2 1 23 21 48
Foreign exchange – – – – – –
Disposals and retirements – – – (44) (14) (58)
At 31 December 2025 6 29 17 157 81 290
Net book value
At 31 December 2025 5 50 2 89 93 239
At 31 December 2024 6 54 2 88 87 237
Included within property, plant and equipment are assets in the course of construction of £13 million
(2024: £11 million).
Disposals and retirements for the year include the early exit from lease obligations and assets
written off with nil net book value that are not expected to generate any future economic benefits.
The net book value of right of use assets of £93 million (2024: £87 million) relates primarily to properties.
Capital commitments
The Group has capital commitments of £6 million at 31 December 2025 (2024: £2 million).
3.3 INTANGIBLE ASSETS
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.
151
| 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 |
| Customer | Straight-line or | up to 6 years | assets existing at the date of acquisition |
| contracts | reducing balance | are estimated. If applicable, a contributory | |
| as appropriate | charge is deducted for the use of other | ||
| Customer | Straight-line | 5 to 10 years | assets needed to exploit the cash flow. |
| relationships | The net cash flow is then discounted back | ||
| to present value | |||
| Contractual | Straight-line | up to 13 years | Expected future cash flows from those |
| arrangements | depending on the | contracts existing at the date of acquisition | |
| contract terms | are estimated. If applicable, a contributory | ||
| charge is deducted for the use of other | |||
| assets needed to exploit the cash flow. | |||
| The net cash flow is then discounted back | |||
| to present value | |||
Licences | Straight-line | 11 to 29 years | Start-up basis of expected future cash |
| depending on | flows existing at the date of acquisition. | ||
| term of licence | If applicable, a contributory charge is | ||
| deducted for the use of other assets | |||
| needed to exploit the cash flow. The net | |||
| cash flow is then discounted back to | |||
| present value. Public service broadcasting | |||
| (PSB) licences are valued as a start-up | |||
| business with only the licence in place | |||
| Libraries | Sum of digits or | up to 20 years | Initially at cost and subsequently at cost |
| and other | straight-line as | less accumulated amortisation | |
| appropriate | |||
| Software | Straight-line | 1 to 10 years | Initially at cost and subsequently at cost |
licences and development | less accumulated amortisation |
ITV plc Annual Report and Accounts 2025 151
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Notes to the Financial Statements continued
SECTION 3: OPERATING ASSETS AND LIABILITIES CONTINUED
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Notes to the Financial Statements continued
SECTION 3: OPERATING ASSETS AND LIABILITIES CONTINUED
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.
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 of disposal 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.
153
| 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 2024 | 4,019 | 540 | 457 | 11 | 176 | 105 | 216 | 5,524 |
Reclassifications | – | – | 1 | – | – | (1) | – | – |
Additions | 22 | 1 | 3 | – | – | 21 | 35 | 82 |
Disposals | – | – | (5) | – | – | – | (18) | (23) |
Foreign exchange | – | (15) | (1) | – | – | – | (1) | (17) |
At 31 December 2024 | 4,041 | 526 | 455 | 11 | 176 | 125 | 232 | 5,566 |
Additions | 29 | – | 7 | – | – | – | 28 | 64 |
Disposals | – | – | – | – | – | – | (12) | (12) |
Foreign exchange | (15) | 14 | (3) | – | – | (1) | – | (5) |
At 31 December 2025 | 4,055 | 540 | 459 | 11 | 176 | 124 | 248 | 5,613 |
| Amortisation and impairment | ||||||||
At 1 January 2024 | 2,654 | 529 | 445 | 11 | 133 | 92 | 118 | 3,982 |
Charge for the year | 76 | 3 | 5 | – | 2 | 1 | 36 | 123 |
Reclassifications | – | – | 1 | – | – | (1) | – | – |
Disposals | – | – | (5) | – | – | – | (18) | (23) |
Foreign exchange | – | (14) | – | – | – | – | – | (14) |
At 31 December 2024 | 2,730 | 518 | 446 | 11 | 135 | 92 | 136 | 4,068 |
Charge for the year | – | 3 | 9 | – | 2 | 1 | 43 | 58 |
Disposals | – | – | – | – | – | – | (12) | (12) |
Foreign exchange | – | 14 | (3) | – | – | (2) | – | 9 |
At 31 December 2025 | 2,730 | 535 | 452 | 11 | 137 | 91 | 167 | 4,123 |
| Net book value | ||||||||
At 31 December 2025 | 1,325 | 5 | 7 | – | 39 | 33 | 81 | 1,490 |
At 31 December 2024 | 1,311 | 8 | 9 | – | 41 | 33 | 96 | 1,498 |
ITV plc Annual Report and Accounts 2025 153
Strategic Report Governance Financial Statements
154
Notes to the Financial Statements continued
SECTION 3: OPERATING ASSETS AND LIABILITIES CONTINUED
| 2025 | 2024 | |
| £m | £m | |
ITV Studios | 939 | 925 |
Media & Entertainment | 386 | 386 |
SDN | – | – |
1,325 | 1,311 |
3.4 ACQUISITIONS
Keeping it simple
The following section outlines what the Group has acquired in the year.
Most of the deals are structured so that a large part of the payment due to the sellers
(‘consideration’) is determined based on future performance. This is done so that the Group
can both align incentives for growth, while reducing risk so that total consideration reflects
actual performance, not expected.
The Group considers the income statement impact of all consideration to be capital in nature
and so excludes it from adjusted profit. Therefore, for each acquisition below, the distinction
between the types of consideration has been explained in detail.
ITV plc Annual Report and Accounts 2025154
154
Notes to the Financial Statements continued
SECTION 3: OPERATING ASSETS AND LIABILITIES CONTINUED
Goodwill impairment tests
The carrying amount of goodwill for each CGU is represented as follows:
2025
£m
2024
£m
ITV Studios 939 925
Media & Entertainment 386 386
SDN – –
1,325 1,311
In the impairment review the Directors used the severe but plausible downside scenarios utilised for
the viability statement. When assessing impairment, the recoverable amount of each CGU is based
on value in use calculations or fair value less costs of disposal. These calculations require the use of
estimates, specifically: pre-tax cash flow projections; long-term growth rates; and a pre-tax market
discount rate for value in use calculations and market multiples for fair value less costs of disposal.
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.
The value in use 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% (2024: 1%). The growth rate used is consistent with
the long-term average growth rates for both the industry and the countries in which the businesses
are located and is appropriate because these are long-term businesses. The key assumptions on
which the forecast cash flows for the whole CGU were based (as represented by the approved
financial budget for 2026 and forecast to 2028) include revenue (including international revenue
and the ITV Studios share of M&E content budget, 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.
The discount rate has been updated to reflect the latest market assumptions for the risk-free rate,
the equity risk premium and the net cost of debt.
A pre-tax discount rate of 13.2% (2024: 11.5%) 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 recoverable amount of this CGU is calculated on a fair value less costs of disposal basis using
a market multiple of 6x EBITDA. No reasonably possible change in this assumption 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.
In 2024, the Group fully impaired £76 million of goodwill allocated to the SDN CGU. The impairment
charge arose as a result of a further unforeseen downturn in the long-term outlook for the digital
terrestrial television market. Impairment losses in respect of goodwill cannot subsequently
be reversed.
3.4 ACQUISITIONS
Keeping it simple
The following section outlines what the Group has acquired in the year.
Most of the deals are structured so that a large part of the payment due to the sellers
(‘consideration’) is determined based on future performance. This is done so that the Group
can both align incentives for growth, while reducing risk so that total consideration reflects
actual performance, not expected.
The Group considers the income statement impact of all consideration to be capital in nature
and so excludes it from adjusted profit. Therefore, for each acquisition below, the distinction
between the types of consideration has been explained in detail.
Accounting policies
The Group measures the cost of the acquisition at the fair value of the consideration paid; allocates
that cost to the acquired identifiable assets and liabilities based on their fair values; and allocates
the rest of the cost to goodwill. The Group also recognises any excess of acquired assets and
liabilities over the consideration paid in the Consolidated Income Statement immediately.
IFRS accounting standards require that when consideration is based on future performance, some
of this consideration is to be included in the purchase price used in determining goodwill (‘contingent
consideration’). Examples of contingent consideration include top-up payments and recoupable
performance adjustments. Any remaining consideration is recognised as a liability or expense
outside of acquisition accounting (put option liabilities and employment-linked contingent
payments known as ‘earnout’ payments).
155
3.5 DISPOSAL OF ASSOCIATES, JOINT VENTURES AND SUBSIDIARY
UNDERTAKINGS
Keeping it simple
The following section outlines disposals and related profit or loss made by the Group in the period.
ITV plc Annual Report and Accounts 2025 155
Strategic Report Governance Financial Statements
156
Notes to the Financial Statements continued
SECTION 3: OPERATING ASSETS AND LIABILITIES CONTINUED
3.6 INVESTMENTS
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.
| Equity | |||
| Associates | investments | Total | |
| £m | £m | £m | |
At 1 January 2024 | 47 | 21 | 68 |
Additions | 4 | 12 | 16 |
Share of profits losses | (3) | – | (3) |
Impairments/fair value adjustments | (18) | (2) | (20) |
Disposals | (30) | – | (30) |
At 31 December 2024 | – | 31 | 31 |
Additions | 5 | 5 | 10 |
Impairments/fair value adjustments | (5) | (3) | (8) |
Disposals | – | (1) | (1) |
At 31 December 2025 | – | 32 | 32 |
3.7 PROVISIONS
Keeping it simple
A provision is recognised by the Group where an obligation exists relating to events in the past
and it is probable that cash will be paid to settle it.
A provision is made where the Group is not certain how much cash will be required to settle a
liability, so an estimate is required. The main estimates relate to the cost of holding properties
that are no longer in use by the Group, the likelihood of settling legal claims and contracts the
Group has entered into that are now unprofitable.
| Legal and | ||||
| Contract | Property | other | ||
| provisions | provisions | provisions | Total | |
| £m | £m | £m | £m | |
At 1 January 2025 | 6 | 10 | 130 | 146 |
Additions | – | 3 | 29 | 32 |
Utilised | (6) | – | (12) | (18) |
Released | – | (1) | (57) | (58) |
Foreign exchange | – | – | 1 | 1 |
At 31 December 2025 | – | 12 | 91 | 103 |
| Analysed between: | ||||
Current | – | 2 | 89 | 91 |
Non-current | – | 10 | 2 | 12 |
ITV plc Annual Report and Accounts 2025156
156
Notes to the Financial Statements continued
SECTION 3: OPERATING ASSETS AND LIABILITIES CONTINUED
3.6 INVESTMENTS
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:
Associates
£m
Equity
investments
£m
Total
£m
At 1 January 2024 47 21 68
Additions 4 12 16
Share of profits losses (3) – (3)
Impairments/fair value adjustments (18) (2) (20)
Disposals (30) – (30)
At 31 December 2024 – 31 31
Additions 5 5 10
Impairments/fair value adjustments (5) (3) (8)
Disposals – (1) (1)
At 31 December 2025 – 32 32
The equity investments relate primarily to the Group’s Media for Equity programme. No individual
investment is considered material to the Group. These investments are held at fair value with
adjustments to fair value loss recognised in Other Comprehensive Income.
Please refer to pages 192 and 193 for the list of other significant holdings held at 31 December 2025.
3.7 PROVISIONS
Keeping it simple
A provision is recognised by the Group where an obligation exists relating to events in the past
and it is probable that cash will be paid to settle it.
A provision is made where the Group is not certain how much cash will be required to settle a
liability, so an estimate is required. The main estimates relate to the cost of holding properties
that are no longer in use by the Group, the likelihood of settling legal claims and contracts the
Group has entered into that are 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:
Contract
provisions
£m
Property
provisions
£m
Legal and
other
provisions
£m
Total
£m
At 1 January 2025 6 10 130 146
Additions – 3 29 32
Utilised (6) – (12) (18)
Released – (1) (57) (58)
Foreign exchange – – 1 1
At 31 December 2025 – 12 91 103
Analysed between:
Current – 2 89 91
Non-current – 10 2 12
Provisions of £91 million are classified as current liabilities (2024: £134 million). Unwind of the
discount is £nil in 2025 and 2024.
157
3.8 PENSIONS
Keeping it simple
In this note, we explain the accounting policies governing the Group’s pension schemes,
followed by analysis of the components of the net defined benefit pension surplus or deficit,
including assumptions made, and where the related movements have been recognised in the
financial statements. In addition, we have placed text boxes to explain some of the technical
terms used in the disclosure.
What are the Group’s pension schemes?
There are two types of pension schemes. A ‘Defined Contribution’ scheme that is open to
ITV employees, and a number of ‘Defined Benefit’ schemes that have been closed to new
members since 2006 and closed to future accrual in 2017. In 2016, on acquisition of UTV
Limited, the Group took over the UTV Defined Benefit Scheme, which closed to future accrual
at the end of March 2019.
What is a Defined Contribution scheme?
The Defined Contribution scheme is where the Group makes fixed payments into a separate
fund on behalf of those employees participating in saving for their retirement. ITV has no
further obligation to the participating employee and the risks and rewards associated with this
type of scheme are assumed by the members rather than the Group. Although the Trustee of
the scheme makes available a range of investment options, it is the members’ responsibility to
make investment decisions relating to their retirement benefits.
What is a Defined Benefit scheme?
In a Defined Benefit scheme, members receive payments during retirement, the value of which is
dependent on factors such as salary and length of service. The Group makes contributions to
the scheme, a separate Trustee-administered fund that is not consolidated in these financial
statements, but is reflected on the defined benefit pension surplus or deficit line in the
Consolidated Statement of Financial Position.
The Trustee, appointed according to the terms of the Schemes’ documentation, is required to
act in the best interest of the beneficiaries and is responsible for managing and investing the
assets of the Scheme and its funding position. Schemes can be funded, where regular cash
contributions are made by the employer into a fund which is invested. In the event of poor
investment returns or increases in liabilities, the Group may need to address this through
increased levels of contribution. Alternatively, schemes can be unfunded, where no regular
money or assets are required to be put aside to cover future payments but, in some cases,
security is required.
The accounting defined benefit pension surplus or deficit (IAS 19) is different from the actuarial
valuation surplus or deficit as they are calculated on the basis of different assumptions, such as
discount rate. The accounting defined benefit pension surplus or deficit (IAS 19) figure is
calculated as at the balance sheet date, while the actuarial surplus or deficit (which drives
cash funding requirements) is calculated as part of the triennial valuations. The triennial
valuations at 31 December 2022 for the ITV Pension Scheme and at 30 June 2023 for the
UTV Pension Scheme were agreed during 2024.
ITV plc Annual Report and Accounts 2025 157
Strategic Report Governance Financial Statements
158
Notes to the Financial Statements continued
SECTION 3: OPERATING ASSETS AND LIABILITIES CONTINUED
| 2025 | 2024 | |
| £m | £m | |
Total defined benefit scheme obligations | (1,990) | (1,998) |
Total defined benefit scheme assets | 2,164 | 2,135 |
Defined benefit pension surplus (IAS 19) | 174 | 137 |
| Presented as: | ||
Defined benefit pension surplus | 198 | 162 |
Defined benefit pension deficit | (24) | (25) |
Defined benefit pension surplus (IAS 19) | 174 | 137 |
Other pension asset | 33 | 45 |
Net pension surplus | 207 | 182 |
ITV plc Annual Report and Accounts 2025158
158
Notes to the Financial Statements continued
SECTION 3: OPERATING ASSETS AND LIABILITIES CONTINUED
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 2025, total contributions expensed were
£24 million (2024: £23 million).
Defined benefit scheme
The Group’s Defined Benefit Schemes (‘the Schemes’) within this note refer to the ITV Pension Scheme,
the Unfunded Scheme, the Granada supplementary scheme and the UTV Pension Scheme combined.
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.
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 triennial valuation of the ITV Pension Scheme (the Scheme) as at 31 December 2022 was
completed in 2024. At the valuation date, the Scheme had a surplus of £83 million. This is compared
to a deficit of £252 million at the previous valuation date of 31 December 2019. As the Scheme is in
surplus, there are no deficit contributions payable. The Group will continue contributing the annual
payment under the London Television Centre Pension Funding Partnership. For 2025, contributions
under this partnership were £3 million (2024: £3 million). The IAS 19 surplus or deficit does not drive
the deficit funding contribution.
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.
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 £33 million (2024: £45 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.
In April 2025, £11 million of liabilities for pensioners who receive a pension from the Unfunded
Scheme were transferred to the ITV Pension Scheme. The remaining members will also transfer to
the ITV Pension Scheme when they have been in receipt of their pension for more than 12 months.
The Group contributed £12 million to the ITV Pension Scheme, which was funded through the sale
and maturity of gilts (other pension assets) in the year.
In July 2025, the Ulster Television Pension and Life Assurance Scheme (the ‘UTV Pension Scheme’)
was merged into the ITV Pension Scheme, involving the transfer of the Scheme assets and liabilities
on an unsegregated basis. In February 2026, after the reporting date, the UTV Pension Scheme was
wound up in accordance with the relevant rules and regulations. There are no remaining members,
assets or liabilities.
In October 2025, all members of the Box Clever Group Pension Scheme transferred into the ITV
Pension Scheme. The IAS 19 valuation of the Scheme liabilities at the transfer date was £47 million.
As part of the transfer arrangements, the Group paid £25 million into the Scheme and £6 million to
the Pension Protection Fund (PPF). An estimated £2 million has been provided for back payments
to members reflecting the difference between PPF level benefits and the full ITV Scheme benefits.
The principal employer of the ITV Pension Scheme and the Granada supplementary scheme is
Granada Group Limited.
The defined benefit pension surplus (under IAS 19)
Net pension surplus of £207 million at 31 December 2025 (2024: £182 million) is stated after
including the unfunded scheme security asset of £33 million (2024: £45 million). The totals
recognised in 2025 and 2024 are:
2025
£m
2024
£m
Total defined benefit scheme obligations (1,990) (1,998)
Total defined benefit scheme assets 2,164 2,135
Defined benefit pension surplus (IAS 19) 174 137
Presented as:
Defined benefit pension surplus 198 162
Defined benefit pension deficit (24) (25)
Defined benefit pension surplus (IAS 19) 174 137
Other pension asset 33 45
Net pension surplus 207 182
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.
159
| 2025 | 2024 | |
| £m | £m | |
Defined benefit obligation at 1 January | 1,998 | 2,194 |
Past service cost | 49 | – |
Interest cost | 105 | 100 |
Actuarial gain | (8) | (149) |
Benefits paid | (154) | (147) |
Defined benefit obligation at 31 December | 1,990 | 1,998 |
2025 | 2024 | |
Discount rate | 5.45% | 5.45% |
Inflation assumption (RPI) | 2.90% | 3.15% |
| Deferred/ | Deferred/ | |
| Pensioner | Pensioner | |
Rate of increase in pension payment (LPI 1 5% pension increases) | 2.75%/2.80% | 2.75%/3.05% |
Rate of increase to deferred pensions (CPI) | 2.25% | 2.70% |
ITV plc Annual Report and Accounts 2025 159
Strategic Report Governance Financial Statements
160
Notes to the Financial Statements continued
SECTION 3: OPERATING ASSETS AND LIABILITIES CONTINUED
2025 | 2025 | 2024 | 2024 | |
Retiring today at age | 60 | 65 | 60 | 65 |
Males | 26.1 | 21.6 | 25.6 | 21.1 |
Females | 27.6 | 22.9 | 27.4 | 22.6 |
Retiring in 20 years at age | 60 | 65 | 60 | 65 |
Males | 27.7 | 22.9 | 27.1 | 22.3 |
Females | 29.2 | 24.4 | 28.9 | 24.1 |
ITV plc Annual Report and Accounts 2025160
160
Notes to the Financial Statements continued
SECTION 3: OPERATING ASSETS AND LIABILITIES CONTINUED
From February 2030 onwards, increases in the RPI will be aligned with those under the Consumer
Price Index including owner occupier housing costs (CPIH). The gap between CPIH and Consumer
Price Index (CPI), to which some benefits are linked, is assumed to be zero. 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 2025 have been determined by
weighting the cash flows to which the relevant inflation link applies
The table below reflects published standard mortality tables in conjunction with the results of
investigations into the mortality experience of Scheme beneficiaries. The assumed life expectations
on retirement for the ITV Pension Scheme are:
2025 2025 2024 2024
Retiring today at age 60 65 60 65
Males 26.1 21.6 25.6 21.1
Females 27.6 22.9 27.4 22.6
Retiring in 20 years at age 60 65 60 65
Males 27.7 22.9 27.1 22.3
Females 29.2 24.4 28.9 24.1
The net pension surplus is sensitive to changes in assumptions. These are disclosed further in
this note.
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 2025, 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
Benefits and administrative expenses paid out by the Schemes will lower the fair value
of the Schemes’ assets
161
| 2025 | 2024 | |
| £m | £m | |
Fair value of Scheme assets at 1 January | 2,135 | 2,355 |
Interest income on Scheme assets | 113 | 108 |
Gain/(loss) on assets, excluding interest income | 8 | (180) |
Employer contributions | 69 | 6 |
Benefits paid | (154) | (147) |
Administrative expenses paid | (7) | (7) |
Fair value of Scheme assets at 31 December | 2,164 | 2,135 |
| Market value | Quoted | Market value | Market value | Quoted | Market value | |
| 2025 | 2025 | 2025 | 2024 | 2024 | 2024 | |
| £m | £m | % | £m | £m | % | |
| Liability hedging assets | ||||||
Fixed interest gilts | 374 | 374 | 464 | 463 | ||
Index-linked interest gilts | 573 | 573 | 499 | 494 | ||
| Interest rate and inflation | ||||||
hedging derivatives (swaps, repos and reverse repos) | (111) | (111) | (290) | (312) | ||
836 | 836 | 39% | 673 | 645 | 32% | |
Other bonds | 1,229 | 61 | 57% | 1,284 | 60 | 60% |
| Return-seeking investments | ||||||
Infrastructure | 170 | 174 | ||||
Property | 139 | 146 | ||||
309 | 14% | 320 | 15% | |||
| Other investments | ||||||
Cash and cash equivalents | 34 | 136 | ||||
Insurance policies 1 | 41 | 41 | ||||
Longevity swap fair value | (204) | (319) | ||||
Cash flow swap fair value | (81) | – | ||||
(210) | (10%) | (142) | (7%) | |||
Total Scheme assets | 2,164 | 897 | 2,135 | 705 | 100% |
ITV plc Annual Report and Accounts 2025 161
Strategic Report Governance Financial Statements
162
Notes to the Financial Statements continued
SECTION 3: OPERATING ASSETS AND LIABILITIES CONTINUED
Assumption | Change in assumption | Impact on defined benefit obligation |
Discount rate | Increase by 0.1% | Decrease by £20million |
Decrease by 0.1% | Increase by £20million | |
Increase by 0.5% | Decrease by £95 million | |
Decrease by 0.5% | Increase by £105 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 £55 million |
| 2025 | 2024 | |
| £m | £m | |
| Amount charged to operating costs: | ||
Scheme administration expenses | (7) | (7) |
(7) | (7) | |
| Amount charged to exceptional costs: | ||
Past service costs | (49) | – |
| Amounts credited to net financing cost | ||
Net interest on Scheme assets and defined benefit obligation | 8 | 8 |
Total credit in the Consolidated Income Statement | (48) | 1 |
| 2025 | 2024 | |
| £m | £m | |
| Remeasurement gains/(losses) | ||
Gain/(loss) on scheme assets excluding interest income | 8 | (180) |
| Actuarial (losses)/gains on liabilities arising from change in: | ||
– experience adjustments | (7) | (7) |
– financial assumptions | 32 | 142 |
– demographic assumptions | (17) | 14 |
8 | 149 | |
Total recognised in the Consolidated Statement of Comprehensive Income | 16 | (31) |
ITV plc Annual Report and Accounts 2025162
162
Notes to the Financial Statements continued
SECTION 3: OPERATING ASSETS AND LIABILITIES CONTINUED
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 £20million
Decrease by 0.1% Increase by £20million
Increase by 0.5% Decrease by £95 million
Decrease by 0.5% Increase by £105 million
Rate of inflation
(Retail Price Index)
Increase by 0.1% Increase by £10 million
Decrease by 0.1% Decrease by £10 million
Rate of inflation
(Consumer Price Index)
Increase by 0.1% Increase by £5 million
Decrease by 0.1% Decrease by £5 million
Life expectancies Increase by one year Increase by £55 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 £55 million, the assets would benefit from an estimated increase of the
value of the longevity swap by £50 million, resulting in a net decrease in the defined pension surplus
of £5 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.
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:
2025
£m
2024
£m
Amount charged to operating costs:
Scheme administration expenses (7) (7)
(7) (7)
Amount charged to exceptional costs:
Past service costs (49) –
Amounts credited to net financing cost
Net interest on Scheme assets and defined benefit obligation 8 8
Total credit in the Consolidated Income Statement (48) 1
Amounts recognised through the Consolidated Statement of Comprehensive Income
The amounts recognised through the Consolidated Statement of Comprehensive Income are:
2025
£m
2024
£m
Remeasurement gains/(losses)
Gain/(loss) on scheme assets excluding interest income 8 (180)
Actuarial (losses)/gains on liabilities arising from change in:
– experience adjustments (7) (7)
– financial assumptions 32 142
– demographic assumptions (17) 14
8 149
Total recognised in the Consolidated Statement of Comprehensive Income 16 (31)
The actuarial gain of £8 million (2024: £149 million) on the Schemes’ liabilities was principally due
to the reduction in market implied inflation which reduced the value of the liabilities. This actuarial
gain was partially offset by the change to the mortality assumptions, which increased the value of
the liabilities.
163
ITV plc Annual Report and Accounts 2025 163
Strategic Report Governance Financial Statements
164
Notes to the Financial Statements continued
SECTION 4: CAPITAL STRUCTURE AND FINANCIAL 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.
4.1 NET DEBT
Keeping it simple
Net debt is the Group’s key measure used to evaluate total outstanding debt and related
derivatives, and discounted lease liabilities, net of current cash resources. 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 | Acquisitions 1 | Net | non-cash | 31 December | ||
| 2025 | cash flow | movements | 2025 | |||
| £m | £m | £m | Reclassifications | £m | £m | |
| Loans and facilities due within | ||||||
| one year | (10) | (17) | 17 | (313) | (2) | (325) |
Loans and facilities due after one year | (723) | – | – | 313 | (30) | (440) |
Total loans and facilities | (733) | (17) | 17 | – | (32) | (765) |
Currency component of forwards and swaps held against euro-denominated bonds | (20) | – | – | – | 28 | 8 |
Lease liabilities | (105) | (2) | 26 | – | (30) | (111) |
Total debt | (858) | (19) | 43 | – | (34) | (868) |
Cash | 296 | – | (69) | – | (6) | 221 |
Cash equivalents | 131 | – | (51) | – | 1 | 81 |
Total cash and cash equivalents | 427 | – | (120) | – | (5) | 302 |
Net debt | (431) | (19) | (77) | – | (39) | (566) |
| Currency | |||||
| and | |||||
| 1 January | Acquisitions 1 | Net | non-cash | 31 December | |
| 2024 | cash flow | movements | 2024 | ||
| £m | £m | £m | £m | £m | |
Loans and facilities due within one year | (5) | (6) | 1 | – | (10) |
Loans and facilities due after one year | (758) | – | 5 | 30 | (723) |
Total loans and facilities | (763) | (6) | 6 | 30 | (733) |
| Currency component of forwards and swaps | |||||
held against euro-denominated bonds 2 | (15) | – | 10 | (15) | (20) |
Lease liabilities | (115) | – | 25 | (15) | (105) |
Total debt | (893) | (6) | 41 | – | (858) |
Cash | 215 | – | 86 | (5) | 296 |
Cash equivalents | 125 | – | 4 | 2 | 131 |
Total cash and cash equivalents | 340 | – | 90 | (3) | 427 |
Net debt | (553) | (6) | 131 | (3) | (431) |
ITV plc Annual Report and Accounts 2025164
164
Notes to the Financial Statements continued
SECTION 4: CAPITAL STRUCTURE AND FINANCIAL 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.
4.1 NET DEBT
Keeping it simple
Net debt is the Group’s key measure used to evaluate total outstanding debt and related
derivatives, and discounted lease liabilities, net of current cash resources. 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:
1 January
2025
£m
Acquisitions
1
£m
Net
cash flow
£m Reclassifications
Currency
and
non-cash
movements
£m
31 December
2025
£m
Loans and facilities due within
one year
(10) (17) 17 (313) (2) (325)
Loans and facilities due after
one year (723) – – 313 (30) (440)
Total loans and facilities (733) (17) 17 – (32) (765)
Currency component of
forwards and swaps held against
euro-denominated bonds (20) – – – 28 8
Lease liabilities (105) (2) 26 – (30) (111)
Total debt (858) (19) 43 – (34) (868)
Cash 296 – (69) – (6) 221
Cash equivalents 131 – (51) – 1 81
Total cash and cash equivalents 427 – (120) – (5) 302
Net debt (431) (19) (77) – (39) (566)
1 Loans on acquisitions includes £3 million from the acquisition of Moonage and £14 million (€16 million) from the acquisition of
Plano a Plano
1 January
2024
£m
Acquisitions
1
£m
Net
cash flow
£m
Currency
and
non-cash
movements
£m
31 December
2024
£m
Loans and facilities due within one year (5) (6) 1 – (10)
Loans and facilities due after one year (758) – 5 30 (723)
Total loans and facilities (763) (6) 6 30 (733)
Currency component of forwards and swaps
held against euro-denominated bonds
2
(15) – 10 (15) (20)
Lease liabilities (115) – 25 (15) (105)
Total debt (893) (6) 41 – (858)
Cash 215 – 86 (5) 296
Cash equivalents 125 – 4 2 131
Total cash and cash equivalents 340 – 90 (3) 427
Net debt (553) (6) 131 (3) (431)
1 Loans on acquisitions includes £6 million from the acquisition of Eagle Eye
2 Net cash flow from currency component of forwards and swaps relates to the euro-denominated bond repaid in 2024
165
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.
ITV plc Annual Report and Accounts 2025 165
Strategic Report Governance Financial Statements
166
Notes to the Financial Statements continued
SECTION 4: CAPITAL STRUCTURE AND FINANCIAL COSTS CONTINUED
Book value | Fair value | ||||
| 2025 | 2024 | 2025 | 2024 | ||
| Maturity | £m | £m | £m | £m | |
| Loans due within one year | |||||
Other short-term loans | Various | 12 | 10 | 12 | 10 |
€600 million Eurobond | Sept 2026 | 313 | – | 312 | – |
| Loans due in more than one year | |||||
€600 million Eurobond | Sept 2026 | – | 298 | – | 292 |
€500 million Eurobond | June 2032 | 436 | 417 | 447 | 420 |
Other long-term loans | Various | 4 | 8 | 4 | 8 |
325 10 324 10
440 723 451 720
765 733 775 730
ITV plc Annual Report and Accounts 2025166
166
Notes to the Financial Statements continued
SECTION 4: CAPITAL STRUCTURE AND FINANCIAL COSTS CONTINUED
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.
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.
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 are 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 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, S&P and Fitch. 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.
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 cash and 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 2025 through bank credit facilities detailed
above. At 31 December 2025, the Group had £1,025 million bank credit facilities available.
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
Maturity
2025
£m
2024
£m
2025
£m
2024
£m
Loans due within one year
Other short-term loans Various 12 10 12 10
€600 million Eurobond Sept 2026 313 – 312 –
325 10 324 10
Loans due in more than one year
€600 million Eurobond Sept 2026 – 298 – 292
€500 million Eurobond June 2032 436 417 447 420
Other long-term loans Various 4 8 4 8
440 723 451 720
765 733 775 730
167
ITV plc Annual Report and Accounts 2025 167
Strategic Report Governance Financial Statements
168
Notes to the Financial Statements continued
SECTION 4: CAPITAL STRUCTURE AND FINANCIAL COSTS CONTINUED
| Impact on | Impact on | |||
| profit before | profit before | Impact on | Impact on | |
| tax | tax | Equity | Equity | |
| 2025 | 2024 | 2025 | 2024 | |
| £m | £m | £m | £m | |
US dollar – increase 10% | (15) | (9) | 8 | 8 |
US dollar – decrease 10% | 19 | 11 | (10) | (9) |
Euro – increase 10% | (6) | (1) | 3 | 3 |
Euro – decrease 10% | 2 | 2 | (3) | (2) |
Australian dollar – increase 10% | (2) | (2) | (2) | 1 |
Australian dollar – decrease 10% | 2 | 3 | 4 | (1) |
| Assets | Liabilities | |
| At 31 December 2025 | £m | £m |
| Current | ||
Foreign exchange forward contracts and swaps – cash flow hedges | 4 | (1) |
| Foreign exchange forward contracts and swaps – fair value through profit | ||
or loss | 1 | – |
Cross-currency interest swaps – cash flow hedges | – | (5) |
| Non-current | ||
Cross-currency interest swaps – cash flow hedges | 5 | – |
Cross-currency interest swaps – fair value hedges | 8 | – |
Foreign exchange forward contracts and swaps – cash flow hedges | 1 | – |
19 | (6) |
| Assets | Liabilities | |
| At 31 December 2024 | £m | £m |
| Current | ||
Foreign exchange forward contracts and swaps – cash flow hedges | 3 | (2) |
| Foreign exchange forward contracts and swaps – fair value through profit | ||
or loss | 1 | (1) |
| Non-current | ||
Cross-currency interest swaps – cash flow hedges | – | (18) |
Cross-currency interest swaps – fair value hedges | – | (2) |
Foreign exchange forward contracts and swaps – cash flow hedges | 1 | – |
5 | (23) |
ITV plc Annual Report and Accounts 2025168
168
Notes to the Financial Statements continued
SECTION 4: CAPITAL STRUCTURE AND FINANCIAL COSTS CONTINUED
The following table highlights the Group’s exposure to foreign currency risk resulting from a 10%
strengthening/weakening in sterling against the US dollar, euro and Australian dollar, assuming all
other variables are held constant:
Impact on
profit before
tax
2025
£m
Impact on
profit before
tax
2024
£m
Impact on
Equity
2025
£m
Impact on
Equity
2024
£m
US dollar – increase 10% (15) (9) 8 8
US dollar – decrease 10% 19 11 (10) (9)
Euro – increase 10% (6) (1) 3 3
Euro – decrease 10% 2 2 (3) (2)
Australian dollar – increase 10% (2) (2) (2) 1
Australian dollar – decrease 10% 2 3 4 (1)
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 2025, the Group’s fixed rate debt represented 71% of total gross debt (2024: 71%),
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.
What is the value of our derivative financial instruments?
The following table shows the fair value of derivative financial instruments analysed by type of
contract. Interest rate swap fair values exclude accrued interest.
At 31 December 2025
Assets
£m
Liabilities
£m
Current
Foreign exchange forward contracts and swaps – cash flow hedges 4 (1)
Foreign exchange forward contracts and swaps – fair value through profit
or loss 1 –
Cross-currency interest swaps – cash flow hedges – (5)
Non-current
Cross-currency interest swaps – cash flow hedges 5 –
Cross-currency interest swaps – fair value hedges 8 –
Foreign exchange forward contracts and swaps – cash flow hedges 1 –
19 (6)
At 31 December 2024
Assets
£m
Liabilities
£m
Current
Foreign exchange forward contracts and swaps – cash flow hedges 3 (2)
Foreign exchange forward contracts and swaps – fair value through profit
or loss 1 (1)
Non-current
Cross-currency interest swaps – cash flow hedges – (18)
Cross-currency interest swaps – fair value hedges – (2)
Foreign exchange forward contracts and swaps – cash flow hedges 1 –
5 (23)
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:
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
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.
169
| 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 2025 | £m | £m | £m | £m | £m | £m |
| Non-derivative financial liabilities | ||||||
Borrowings | (765) | (899) | (348) | (20) | (58) | (473) |
Lease liabilities | (111) | (130) | (21) | (17) | (51) | (41) |
Trade and other payables | (972) | (972) | (917) | (28) | (27) | – |
Other payables – non-current | (42) | (42) | – | (38) | (4) | – |
| Other payables – commitments | ||||||
on acquisitions | (42) | (115) 1 | (8) | (17) | (54) | (36) |
| Derivative financial instruments | ||||||
Foreign exchange forward contracts and swaps – cash flow hedges | ||||||
Inflow | 5 | 240 | 157 | 57 | 26 | – |
Outflow | (1) | (234) | (153) | (56) | (25) | – |
| Cross-currency swaps – cash flow hedges | ||||||
Inflow | 5 | 600 | 327 | 9 | 28 | 236 |
Outflow | (5) | (619) | (341) | (12) | (37) | (229) |
| Cross-currency swaps – fair value hedges | ||||||
Inflow | 8 | 282 | 9 | 9 | 28 | 236 |
Outflow | – | (292) | (13) | (12) | (37) | (230) |
Foreign exchange forward contracts and swaps – fair value through profit or loss | ||||||
Inflow | 1 | 144 | 127 | 15 | 2 | – |
Outflow | – | (143) | (126) | (15) | (2) | – |
ITV plc Annual Report and Accounts 2025 169
Strategic Report Governance Financial Statements
170
Notes to the Financial Statements continued
SECTION 4: CAPITAL STRUCTURE AND FINANCIAL COSTS CONTINUED
| 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 2024 | £m | £m | £m | £m | £m | £m |
| Non-derivative financial liabilities | ||||||
Borrowings | (733) | (878) | (32) | (321) | (58) | (467) |
Lease liabilities | (105) | (175) | (19) | (21) | (63) | (72) |
Trade and other payables | (929) | (929) | (896) | (18) | (15) | – |
Other payables – non-current | (32) | (32) | – | (32) | – | – |
| Other payables – commitments | ||||||
on acquisitions | (34) | (105) 1 | (5) | (15) | (42) | (43) |
| Derivative financial instruments | ||||||
Foreign exchange forward contracts and swaps – cash flow hedges | ||||||
Inflow | 4 | 198 | 154 | 40 | 4 | – |
Outflow | (2) | (197) | (153) | (40) | (4) | – |
| Cross-currency swaps – cash flow hedges | ||||||
Inflow | – | 583 | 13 | 311 | 26 | 233 |
Outflow | (18) | (641) | (22) | (341) | (37) | (241) |
| Cross-currency swaps – fair value hedges | ||||||
Inflow | – | 277 | 9 | 9 | 26 | 233 |
Outflow | (2) | (320) | (14) | (15) | (43) | (248) |
Foreign exchange forward contracts and swaps – fair value through profit or loss | ||||||
Inflow | 1 | 173 | 166 | 7 | – | – |
Outflow | (1) | (172) | (165) | (7) | – | – |
(1,851) | (2,218) | (964) | (443) | (206) | (605) |
| Between | Between | Greater | |||
| Less than | 1 to 2 | 2 to 5 | than | ||
| At 31 December 2025 | 1 year | years | years | 5 years | Total |
| Foreign exchange forward contracts and swaps | |||||
Notional amount (£m) | (17) | (13) | (15) | – | (45) |
Average forward rate (AUD/GBP) | 2.1098 | 2.0727 | 2.0526 | – | |
| Foreign exchange forward contracts and swaps | |||||
Notional amount (£m) | 31 | 8 | – | – | 39 |
Average forward rate (EUR/GBP) | 1.1482 | 1.1115 | – | – | |
| Foreign exchange forward contracts and swaps | |||||
Notional amount (£m) | 19 | 22 | 1 | – | 42 |
Average forward rate (USD/GBP) | 1.1855 | 1.3277 | 1.3350 | – | |
| Foreign exchange forward contracts and swaps | |||||
Notional amount (£m) | 16 | 7 | – | – | 23 |
| Various currency pairs | |||||
| Cross-currency interest rate swaps | |||||
Notional amount (£m) | 320 | – | – | 421 | 741 |
Average hedge rate (EUR/GBP) | 1.1264 | – | – | 1.1854 |
| Between | Between | Greater | |||
| Less than | 1 to 2 | 2 to 5 | than | ||
| At 31 December 2024 | 1 year | years | years | 5 years | Total |
| Foreign exchange forward contracts and swaps | |||||
Notional amount (£m) | (13) | 8 | – | – | (5) |
Average forward rate (AUD/GBP) | 1.8937 | 1.9324 | – | – | |
| Foreign exchange forward contracts and swaps | |||||
Notional amount (£m) | 24 | 8 | – | – | 32 |
Average forward rate (EUR/GBP) | 1.1495 | 1.1725 | – | – | |
| Foreign exchange forward contracts and swaps | |||||
Notional amount (£m) | (21) | 18 | (1) | – | (4) |
Average forward rate (USD/GBP) | 1.2601 | 1.2970 | 1.2892 | – | |
| Foreign exchange forward contracts and swaps | |||||
Notional amount (£m) | 10 | 9 | 3 | – | 22 |
| Various currency pairs | |||||
| Cross-currency interest rate swaps | |||||
Notional amount (£m) | – | 320 | – | 421 | 741 |
Average hedge rate (EUR/GBP) | – | 1.1264 | – | 1.1854 |
ITV plc Annual Report and Accounts 2025170
170
Notes to the Financial Statements continued
SECTION 4: CAPITAL STRUCTURE AND FINANCIAL COSTS CONTINUED
At 31 December 2024
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-derivative financial liabilities
Borrowings (733) (878) (32) (321) (58) (467)
Lease liabilities (105) (175) (19) (21) (63) (72)
Trade and other payables (929) (929) (896) (18) (15) –
Other payables – non-current (32) (32) – (32) – –
Other payables – commitments
on acquisitions (34) (105)
1
(5) (15) (42) (43)
Derivative financial instruments
Foreign exchange forward contracts and
swaps – cash flow hedges
Inflow 4 198 154 40 4 –
Outflow (2) (197) (153) (40) (4) –
Cross-currency swaps – cash flow hedges
Inflow – 583 13 311 26 233
Outflow (18) (641) (22) (341) (37) (241)
Cross-currency swaps – fair value hedges
Inflow – 277 9 9 26 233
Outflow (2) (320) (14) (15) (43) (248)
Foreign exchange forward contracts and
swaps – fair value through profit or loss
Inflow 1 173 166 7 – –
Outflow (1) (172) (165) (7) – –
(1,851) (2,218) (964) (443) (206) (605)
1 Undiscounted expected future payments depending on performance of acquisitions
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 holds the following foreign exchange and cross-currency interest rate swap contracts.
Material currency pairs are disclosed in full, whilst immaterial pairs are aggregated.
At 31 December 2025
Less than
1 year
Between
1 to 2
years
Between
2 to 5
years
Greater
than
5 years
Total
Foreign exchange forward contracts and swaps
Notional amount (£m) (17) (13) (15) – (45)
Average forward rate (AUD/GBP) 2.1098 2.0727 2.0526 –
Foreign exchange forward contracts and swaps
Notional amount (£m) 31 8 – – 39
Average forward rate (EUR/GBP) 1.1482 1.1115 – –
Foreign exchange forward contracts and swaps
Notional amount (£m) 19 22 1 – 42
Average forward rate (USD/GBP) 1.1855 1.3277 1.3350 –
Foreign exchange forward contracts and swaps
Notional amount (£m) 16 7 – – 23
Various currency pairs
Cross-currency interest rate swaps
Notional amount (£m) 320 – – 421 741
Average hedge rate (EUR/GBP) 1.1264 – – 1.1854
At 31 December 2024
Less than
1 year
Between
1 to 2
years
Between
2 to 5
years
Greater
than
5 years Total
Foreign exchange forward contracts and swaps
Notional amount (£m) (13) 8 – – (5)
Average forward rate (AUD/GBP) 1.8937 1.9324 – –
Foreign exchange forward contracts and swaps
Notional amount (£m) 24 8 – – 32
Average forward rate (EUR/GBP) 1.1495 1.1725 – –
Foreign exchange forward contracts and swaps
Notional amount (£m) (21) 18 (1) – (4)
Average forward rate (USD/GBP) 1.2601 1.2970 1.2892 –
Foreign exchange forward contracts and swaps
Notional amount (£m) 10 9 3 – 22
Various currency pairs
Cross-currency interest rate swaps
Notional amount (£m) – 320 – 421 741
Average hedge rate (EUR/GBP) – 1.1264 – 1.1854
171
2025 | 2024 | |||||
| Pre-tax | Pre-tax | Pre-tax | ||||
| Change in fair | closing | closing | Change in fair | Pre-tax | closing | |
| value used for | cash flow | cost of | value used for | closing cash | cost of | |
| measuring | 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 | 4 | 5 | – | (2) | 1 | – |
Borrowings | (7) | 2 | (2) | 9 | 12 | (4) |
2025 | 2024 | |||||
| Pre-tax | Pre-tax | |||||
| Change in | closing | Change in | closing | |||
| Change in fair | fair value of | cost of | Change in fair | fair value of | cost of | |
| value of hedged | hedging | hedging | value of hedged | hedging | hedging | |
| item | instrument | reserve | item | instrument | reserve | |
| At 31 December | £m | £m | £m | £m | £m | £m |
Borrowings | (7) | 9 | (1) | (3) | (1) | (2) |
| Total | Amounts | |||||
| hedging | Ineffectiveness | Cost of | reclassified | |||
| gain/(loss) | recognised in | hedging | from OCI to | |||
| recognised | Income | Line item in | recognised | Income | Line item in | |
| in OCI | Statement | the Income | in OCI | Statement | the Income | |
| At 31 December 2025 | £m | £m | Statement | £m | £m | Statement |
| Highly probable/firm | Net | |||||
| commitment | financing | Cost of sales/ | ||||
forecast transactions | 4 | – | cost | – | (4) | overheads |
| Net | ||||||
| financing | Net financing | |||||
Borrowings | (7) | – | cost | 2 | (27) | cost |
| Total | Amounts | |||||
| hedging | Ineffectiveness | Cost of | reclassified | |||
| gain/(loss) | recognised in | hedging | from OCI to | |||
| recognised | Income | Line item in | recognised | Income | Line item in | |
| in OCI | Statement | the Income | in OCI | Statement | the Income | |
| At 31 December 2024 | £m | £m | Statement | £m | £m | Statement |
| Highly probable/ | ||||||
| firm commitment | Cost of sales/ | |||||
| forecast transactions | (2) | – | – | – | (3) | overheads |
| Net | ||||||
| financing | Net financing | |||||
Borrowings | 9 | (1) | cost | (2) | 23 | cost |
ITV plc Annual Report and Accounts 2025 171
Strategic Report Governance Financial Statements
172
Notes to the Financial Statements continued
SECTION 4: CAPITAL STRUCTURE AND FINANCIAL COSTS CONTINUED
| Cash | Cost of | Foreign | ||
| flow hedge | hedge | currency | Translation | |
| reserve | reserve | reserve | reserve | |
| £m | £m | £m | £m | |
| As at 1 January 2024 | 7 | (3) | 74 | 78 |
| Effective portion of changes in fair value arising from: | ||||
Foreign exchange forward contracts | 1 | – | – | 1 |
| Cross-currency interest rate swaps – borrowings: | ||||
(12) | (2) | – | (14) | |
| Amount reclassified to Income Statement | ||||
(3) | – | – | (3) | |
23 | – | – | 23 | |
Net gain on cash flow hedges and cost of hedging | 9 | (2) | – | 7 |
Exchange differences on translation of foreign operations | – | – | (4) | (4) |
Income tax charge on other comprehensive income/(expense) | (2) | – | – | (2) |
As at 31 December 2024 | 14 | (5) | 70 | 79 |
| Effective portion of changes in fair value arising from: | ||||
Foreign exchange forward contracts | 9 | – | – | 9 |
| Cross-currency interest rate swaps – borrowings: | ||||
17 | 2 | – | 19 | |
| Amount reclassified to Income Statement | ||||
(4) | – | – | (4) | |
(27) | – | – | (27) | |
Net loss on cash flow hedges and cost of hedging | (5) | 2 | – | (3) |
Exchange differences on translation of foreign operations | – | – | (27) | (27) |
Income tax credit on other comprehensive income/(expense) | 1 | – | – | 1 |
As at 31 December 2025 | 10 | (3) | 43 | 50 |
| Net financial | Related | ||||
| Gross collateral | assets/liabilities | amounts not | |||
| Gross financial | assets/liabilities | per balance | set-off in the | ||
| assets/liabilities | set-off | sheet | balance sheet | Net | |
| At 31 December 2025 | £m | £m | £m | £m | £m |
| Assets | |||||
| Derivative financial | |||||
instruments | 19 | – | 19 | (6) | 13 |
Cash and cash equivalents | 302 | – | 302 | – | 302 |
| Liabilities | |||||
| Derivative financial | |||||
| instruments | (6) | – | (6) | 6 | – |
Loans and facilities | (765) | – | (765) | – | (765) |
| Related | |||||
| Gross collateral | Net financial | amounts not | |||
| Gross financial | assets/liabilities | assets/liabilities | set-off in the | ||
| assets/liabilities | set-off | per balance sheet | balance sheet | Net | |
| At 31 December 2024 | £m | £m | £m | £m | £m |
| Assets | |||||
| Derivative financial | |||||
instruments | 5 | – | 5 | (5) | – |
Cash and cash equivalents | 427 | – | 427 | – | 427 |
| Liabilities | |||||
| Derivative financial | |||||
| instruments | (23) | – | (23) | 5 | (18) |
Loans and facilities | (733) | – | (733) | – | (733) |
ITV plc Annual Report and Accounts 2025172
172
Notes to the Financial Statements continued
SECTION 4: CAPITAL STRUCTURE AND FINANCIAL 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
flow hedge
reserve
£m
Cost of
hedge
reserve
£m
Foreign
currency
reserve
£m
Translation
reserve
£m
As at 1 January 2024 7 (3) 74 78
Effective portion of changes in fair value arising from:
Foreign exchange forward contracts 1 – – 1
Cross-currency interest rate swaps – borrowings:
Change in fair value from the effective hedge instrument
(12) (2) – (14)
Amount reclassified to Income Statement
FX forward reclassified to cost of sales/overheads
(3) – – (3)
CCIRS reclassified to finance costs
23 – – 23
Net gain on cash flow hedges and cost of hedging 9 (2) – 7
Exchange differences on translation of foreign operations – – (4) (4)
Income tax charge on other comprehensive income/(expense) (2) – – (2)
As at 31 December 2024 14 (5) 70 79
Effective portion of changes in fair value arising from:
Foreign exchange forward contracts 9 – – 9
Cross-currency interest rate swaps – borrowings:
Change in fair value from the effective hedge instrument
17 2 – 19
Amount reclassified to Income Statement
FX forward reclassified to cost of sales/overheads
(4) – – (4)
CCIRS reclassified to finance costs
(27) – – (27)
Net loss on cash flow hedges and cost of hedging (5) 2 – (3)
Exchange differences on translation of foreign operations – – (27) (27)
Income tax credit on other comprehensive income/(expense) 1 – – 1
As at 31 December 2025 10 (3) 43 50
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 do not meet the criteria
for offsetting on the Consolidated Statement of Financial Position but could be settled net in
certain circumstances principally relate to derivative transactions executed under ISDA
agreements where each party has the option to settle amounts on a net basis in the event
of default of the other party.
At 31 December 2025
Gross financial
assets/liabilities
£m
Gross collateral
assets/liabilities
set-off
£m
Net financial
assets/liabilities
per balance
sheet
£m
Related
amounts not
set-off in the
balance sheet
£m
Net
£m
Assets
Derivative financial
instruments 19 – 19 (6) 13
Cash and cash equivalents 302 – 302 – 302
Liabilities
Derivative financial
instruments
(6) – (6) 6 –
Loans and facilities (765) – (765) – (765)
At 31 December 2024
Gross financial
assets/liabilities
£m
Gross collateral
assets/liabilities
set-off
£m
Net financial
assets/liabilities
per balance sheet
£m
Related
amounts not
set-off in the
balance sheet
£m
Net
£m
Assets
Derivative financial
instruments 5 – 5 (5) –
Cash and cash equivalents 427 – 427 – 427
Liabilities
Derivative financial
instruments
(23) – (23) 5 (18)
Loans and facilities (733) – (733) – (733)
173
4.4 NET FINANCING COSTS
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.
| 2025 | 2024 | |
| £m | £m | |
| Financing income | ||
Interest income | 15 | 22 |
Foreign exchange gain | 9 | 2 |
Pension interest income (see note 3.8) | 9 | 9 |
Other finance income | 1 | 18 |
34 | 51 | |
| Financing costs | ||
Pension interest expense (see note 3.8) | (1) | (1) |
Interest expense on financial liabilities measured at amortised cost | (23) | (22) |
Foreign exchange loss | (10) | – |
Other finance expense | (25) | (28) |
(59) | (51) | |
Net financing costs | (25) | – |
ITV plc Annual Report and Accounts 2025 173
Strategic Report Governance Financial Statements
174
Notes to the Financial Statements continued
SECTION 4: CAPITAL STRUCTURE AND FINANCIAL COSTS CONTINUED
| Fair value | Level 1 | Level 2 | Level 3 | |
| 31 December | 31 December | 31 December | 31 December | |
| 2025 | 2025 | 2025 | 2025 | |
| £m | £m | £m | £m | |
| Assets measured at fair value | ||||
| Financial instruments at fair value through reserves | ||||
Other pension assets – gilts (see note 3.8) | 33 | 33 | – | – |
| Financial instruments at fair value through profit or loss | ||||
Money market funds | 81 | 81 | – | – |
Equity investments (see note 3.6) | 32 | – | – | 32 |
| Financial assets at fair value through profit or loss | ||||
Foreign exchange forward contracts and swaps | 1 | – | 1 | – |
| Convertible loan receivable | ||||
Cross-currency interest rate swaps – fair value hedges | 8 | – | 8 | – |
| Financial assets at fair value through reserves | ||||
Cash flow hedges | 10 | – | 10 | – |
165 | 114 | 19 | 32 | |
| Liabilities measured at fair value | ||||
| Financial liabilities at fair value through profit or loss | ||||
| Acquisition-related liabilities – other (see notes | ||||
3.1.4 and 3.1.5) | (18) | – | – | (18) |
| Financial liabilities at fair value through reserves | ||||
Cash flow hedges | (6) | – | (6) | – |
(24) | – | (6) | (18) |
| Fair value | Level 1 | Level 2 | Level 3 | |
| 31 December | 31 December | 31 December | 31 December | |
| 2024 | 2024 | 2024 | 2024 | |
| £m | £m | £m | £m | |
| Assets measured at fair value | ||||
| Financial instruments at fair value through reserves | ||||
Other pension assets – gilts (see note 3.8) | 45 | 45 | – | – |
| Financial instruments at fair value through profit | ||||
| or loss | ||||
Money market funds | 131 | 131 | – | – |
Equity investments (see note 3.6) | 31 | – | – | 31 |
| 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 | – |
214 | 176 | 5 | 33 | |
| Liabilities measured at fair value | ||||
| Financial liabilities at fair value through profit or loss | ||||
| Acquisition-related liabilities – other (see notes | ||||
3.1.4 and 3.1.5) | (21) | – | – | (21) |
Foreign exchange forward contracts and swaps | (1) | – | (1) | – |
Cross-currency interest rate swaps – fair value hedges | (2) | – | (2) | – |
| Financial liabilities at fair value through reserves | ||||
Cash flow hedges | (20) | – | (20) | – |
(44) | – | (23) | (21) |
ITV plc Annual Report and Accounts 2025174
174
Notes to the Financial Statements continued
SECTION 4: CAPITAL STRUCTURE AND FINANCIAL COSTS CONTINUED
The tables below set out the financial instruments included on the Consolidated Statement of
Financial Position at fair value:
Fair value
31 December
2025
£m
Level 1
31 December
2025
£m
Level 2
31 December
2025
£m
Level 3
31 December
2025
£m
Assets measured at fair value
Financial instruments at fair value through reserves
Other pension assets – gilts (see note 3.8) 33 33 – –
Financial instruments at fair value through profit or loss
Money market funds 81 81 – –
Equity investments (see note 3.6) 32 – – 32
Financial assets at fair value through profit or loss
Foreign exchange forward contracts and swaps 1 – 1 –
Convertible loan receivable
Cross-currency interest rate swaps – fair value hedges 8 – 8 –
Financial assets at fair value through reserves
Cash flow hedges 10 – 10 –
165 114 19 32
Liabilities measured at fair value
Financial liabilities at fair value through profit or loss
Acquisition-related liabilities – other (see notes
3.1.4 and 3.1.5) (18) – – (18)
Financial liabilities at fair value through reserves
Cash flow hedges (6) – (6) –
(24) – (6) (18)
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.
Fair value
31 December
2024
£m
Level 1
31 December
2024
£m
Level 2
31 December
2024
£m
Level 3
31 December
2024
£m
Assets measured at fair value
Financial instruments at fair value through reserves
Other pension assets – gilts (see note 3.8) 45 45 – –
Financial instruments at fair value through profit
or loss
Money market funds 131 131 – –
Equity investments (see note 3.6) 31 – – 31
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 –
214 176 5 33
Liabilities measured at fair value
Financial liabilities at fair value through profit or loss
Acquisition-related liabilities – other (see notes
3.1.4 and 3.1.5) (21) – – (21)
Foreign exchange forward contracts and swaps (1) – (1) –
Cross-currency interest rate swaps – fair value hedges (2) – (2) –
Financial liabilities at fair value through reserves
Cash flow hedges (20) – (20) –
(44) – (23) (21)
Refer to note 4.3 for how we value interest rate swaps and forward foreign currency contracts.
175
4.6 LEASE LIABILITIES
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
recognised in the form of depreciation and interest in the Consolidated Income Statement.
| 2025 | 2024 | |
| £m | £m | |
| Contractual discounted cash flows | ||
Less than one year | 17 | 15 |
Two to five years | 56 | 58 |
More than five years | 38 | 32 |
Lease liabilities at 31 December | 111 | 105 |
| Currency and | ||||
| 1 January | Net cash | non-cash | 31 December | |
| 2025 | flow | movements | 2025 | |
| £m | £m | £m 1 | £m | |
Lease liabilities | (105) | 26 | (32) | (111) |
Total lease liabilities | (105) | 26 | (32) | (111) |
| Currency and | ||||
| 1 January | non-cash | 31 December | ||
| 2024 | Net cash flow | movements | 2024 | |
| £m | £m | £m | £m | |
Lease liabilities | (115) | 25 | (15) | (105) |
Total lease liabilities | (115) | 25 | (15) | (105) |
| 2025 | 2024 | |
| £m | £m | |
Interest expense on lease liabilities | (5) | (5) |
Amounts recognised in the Consolidated Income Statement | (5) | (5) |
4.7 EQUITY
Keeping it simple
This section explains material movements recorded in shareholders’ equity, presented in
the Consolidated Statement of Changes in Equity, which are not explained elsewhere in the
financial statements.
Accounting policies
ITV plc Annual Report and Accounts 2025 175
Strategic Report Governance Financial Statements
176
Notes to the Financial Statements continued
SECTION 4: CAPITAL STRUCTURE AND FINANCIAL COSTS CONTINUED
| 2025 | 2024 | |
| £m | £m | |
Merger reserves | 95 | 95 |
Capital reserves | 112 | 112 |
Capital redemption reserves | 55 | 48 |
Revaluation reserves | 2 | 2 |
Put option liabilities arising on acquisition of subsidiaries | (12) | (12) |
Total | 252 | 245 |
ITV plc Annual Report and Accounts 2025176
176
Notes to the Financial Statements continued
SECTION 4: CAPITAL STRUCTURE AND FINANCIAL COSTS CONTINUED
4.7.2 Merger and other reserves
Merger and other reserves at 31 December include the following reserves:
2025
£m
2024
£m
Merger reserves 95 95
Capital reserves 112 112
Capital redemption reserves 55 48
Revaluation reserves 2 2
Put option liabilities arising on acquisition of subsidiaries (12) (12)
Total 252 245
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.
The movement in the capital redemption reserves in the year relates to the cancellation of shares
associated with the Group’s share buyback programme. See note 4.7.1 and 4.7.5 for further details.
Put option liabilities arising on acquisition of subsidiaries relates to options and forward 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 loss of £4 million (2024: gain of
£7 million). This is made up of a loss on cash flow hedges in the year of £5 million (2024: gain of
£9 million) and a related tax credit of £1 million (2024: charge of £2 million)
The net movement in the cost of hedging reserve was a gain of £2 million (2024: a loss of £2 million).
This is made up of a gain on the cost of hedging in the year of £2 million (2024: a loss of £2 million)
and a related tax credit of £nil (2024: £nil)
The amount in the foreign currency translation reserve relating to discontinued hedges at
31 December 2025 is a loss of £19 million (2024: £19 million loss)
4.7.4 Fair value reserve
The fair value reserve comprises all movements arising on the revaluation of gilts and equity
investments under the media for equity programme, accounted for at fair value through OCI.
The movement in 2025 is a £3 million loss on revaluation (2024: loss of £6 million) and a related
tax credit of £2 million (2024: £1 million). See notes 2.3, 3.6 and 3.8.
4.7.5 Retained earnings
The retained earnings reserve comprises profit for the year attributable to owners of the Company
of £220 million (2024: £408 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 (2024: 3.3p), giving a full year dividend of 5.0p (2024: 5.0p)
per share. £187 million of dividends were paid (2024: £198 million), representing a final 2024 dividend
of 3.3p per share and an interim 2025 dividend of 1.7p per share.
Share buyback programme
In the year, 53 million 10p shares (31 December 2024: 270 million 10p shares) were bought back
at a cost of £37 million (31 December 2024: £198 million). All 53 million shares were cancelled
(31 December 2024: 118 million), reducing the Group’s share capital. 23 million shares bought back
in 2024 were also cancelled in the year. When such shares are cancelled, they are transferred to the
capital redemption reserve.
The stamp duty costs were less than a million (31 December 2024: £1 million) and the associated fees
charged for the repurchase programme were £1 million (31 December 2024: £1 million). The total cost
of the shares including the directly attributable fees, have reduced the Group’s retained earnings.
The share buyback programme was completed in the year. In total, 323 million shares were bought
back at a cost of £235 million. 194 million shares were cancelled. Total stamp duty costs were
£1 million and associated fees charged were £2 million.
The repurchased shares held in Treasury and the shares held by the Group’s Employee Benefit Trust
(EBT) are excluded in calculating the weighted average number of shares in issue used in Earnings
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 2025 comprises:
The share of profit attributable to NCI of £5 million (2024: share of loss attributable to NCI of
£2 million)
Foreign exchange differences of £3 million (2024: £nil)
The distributions made to NCI of £3 million (2024: £9 million)
The movement in the share of net assets/liabilities attributable to NCI relating to subsidiaries
acquired, disposed or changes in ownership interest in 2025 was £2 million (2024: £7 million)
177
4.8 SHARE-BASED COMPENSATION
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.
| 2025 | 2024 | |||
| Weighted | Weighted | |||
| Number | average | Number | average | |
| of options | exercise price | of options | exercise price | |
| (‘000) | (pence) | (‘000) | (pence) | |
Outstanding at 1 January | 94,929 | 21.45 | 90,234 | 25.88 |
Granted during the year – nil priced | 20,877 | – | 22,701 | – |
Granted during the year – other | 6,274 | 61.07 | 9,603 | 57.27 |
Forfeited during the year | (3,822) | 36.11 | (3,570) | 36.22 |
Exercised during the year – nil priced | (15,307) | 0.00 | (8,991) | – |
Exercised during the year – other | (8,780) | 56.36 | (8,929) | 49.38 |
Expired during the year | (2,402) | 57.03 | (6,119) | 45.49 |
Outstanding at 31 December 1 | 91,769 | 17.98 | 94,929 | 21.45 |
Exercisable at 31 December | 7,134 | 21.86 | 4,469 | 9.45 |
| 2025 | 2024 | |||||
| Weighted | Weighted | |||||
| average | average | |||||
| Weighted | remaining | Weighted | remaining | |||
| average | Number | contractual | average | Number | contractual | |
| Range of exercise prices | exercise price | of options | life | exercise price | of options | life |
| (pence) | (pence) | (‘000) | (years) | (pence) | (‘000) 1 | (years) 1 |
Nil | – | 63,390 | 1.19 | – | 59,640 | 1.25 |
20.00 – 49.99 | 49.17 | 1,849 | 0.33 | 49.17 | 6,002 | 1.33 |
50.00 – 69.99 | 58.02 | 25,039 | 1.53 | 58.05 | 26,937 | 2.09 |
70.00 – 99.99 | 71.55 | 1,490 | 0.76 | 75.76 | 2,343 | 1.45 |
100.00 – 109.99 | – | – | – | 105.98 | 7 | – |
120.00 – 149.99 | – | – | – | – | – | – |
ITV plc Annual Report and Accounts 2025 177
Strategic Report Governance Financial Statements
178
Notes to the Financial Statements continued
SECTION 4: CAPITAL STRUCTURE AND FINANCIAL COSTS CONTINUED
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 | |||
| Scheme | at grant | price | volatility | life | yield | rate | Fair value | |
| name | Date of grant | (pence) | (pence) | % | (years) | % | % | (pence) |
3 Year | 15 April 2024 | 70.45 | 57.27 | 39.43 | 3.25 | – | 3.40 | 17.80 |
5 Year | 15 April 2024 | 70.45 | 57.27 | 42.66 | 5.25 | – | 3.28 | 18.24 |
3 Year | 09 April 2025 | 66.20 | 61.07 | 33.43 | 3.25 | – | 3.86 | 14.12 |
5 Year | 09 April 2025 | 66.20 | 61.07 | 38.49 | 5.25 | – | 4.09 | 15.24 |
The SAYE scheme participants are not entitled to dividends over the vesting period. The valuation of
these schemes therefore incorporates a dividend yield discount.
| Number of shares | Nominal value | ||
Scheme | Shares held at | (released)/purchased | £ |
1 January 2025 | 24,320,852 | 2,432,085 | |
LTIP releases | (2,239,207) | ||
DSA releases | (4,186,843) | ||
ESP releases | (10,876,685) | ||
SAYE releases | (8,791,256) | ||
Transferred from Treasury | 55,000,000 | ||
31 December 2025 | 53,226,861 | 5,322,686 |
ITV plc Annual Report and Accounts 2025178
178
Notes to the Financial Statements continued
SECTION 4: CAPITAL STRUCTURE AND FINANCIAL COSTS CONTINUED
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:
Scheme
name
Date of grant
Share price
at grant
(pence)
Exercise
price
(pence)
Expected
volatility
%
Expected
life
(years)
Gross
dividend
yield
%
Risk-free
rate
%
Fair value
(pence)
3 Year 15 April 2024 70.45 57.27 39.43 3.25 – 3.40 17.80
5 Year 15 April 2024 70.45 57.27 42.66 5.25 – 3.28 18.24
3 Year 09 April 2025 66.20 61.07 33.43 3.25 – 3.86 14.12
5 Year 09 April 2025 66.20 61.07 38.49 5.25 – 4.09 15.24
The SAYE scheme participants are not entitled to dividends over the vesting period. The valuation of
these schemes therefore incorporates a dividend yield discount.
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 2025 and the releases from the EBT made in the year to satisfy awards under the
Group’s share schemes:
Scheme Shares held at
Number of shares
(released)/purchased
Nominal value
£
1 January 2025 24,320,852 2,432,085
LTIP releases (2,239,207)
DSA releases (4,186,843)
ESP releases (10,876,685)
SAYE releases (8,791,256)
Transferred from Treasury 55,000,000
31 December 2025 53,226,861 5,322,686
The total number of shares held by the EBT at 31 December 2025 represents 1.38% (2024: 0.62%) of
ITV’s issued share capital. The market value of own shares held at 31 December 2025 is £44 million
(2024: £18 million).
In April 2025, 20 million of the shares bought back as part of the Group’s share buyback programme
(see note 4.7.5), were transferred to the Group’s Employee Benefit Trust (EBT) to satisfy maturing
share awards. A further 35 million of the shares were transferred in December 2025.
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.
179
SECTION 5: OTHER NOTES
| 2025 | 2024 | |
| £m | £m | |
Sales to joint ventures | 5 | 4 |
Sales to associated undertakings | 20 | 20 |
Purchases from joint ventures | 31 | 35 |
Purchases from associated undertakings | 82 | 81 |
| 2025 | 2024 | |
| £m | £m | |
Amounts owed by joint ventures | 1 | – |
Amounts owed by associated undertakings | 2 | 11 |
Amounts owed to joint ventures | 1 | 3 |
Amounts owed to associated undertakings | 2 | 8 |
| 2025 | 2024 | |
| £m | £m | |
Short-term employee benefits | 12 | 13 |
Share-based compensation | 6 | 6 |
18 | 19 |
ITV plc Annual Report and Accounts 2025 179
Strategic Report Governance Financial Statements
180
Notes to the Financial Statements continued
SECTION 5: OTHER NOTES CONTINUED
| Company | Company | ||||
| number | Company name | number | Company name | ||
04195187 | 12 Yard Productions (Investments) Limited | 03776018 | Gorilla TV Limited | ||
04042168 | 3sixtymedia Limited | 00290076 | Granada Group Limited | ||
16617948 | Big Talk Christmas Limited | 03962410 | Granada Limited | ||
12092620 | Big Talk Friday Limited | 03106798 | Granada Media Limited | ||
16116907 | Big Talk Help Limited | 05344772 | Granada Screen (2005) Limited | ||
13087733 | Big Talk Horseface Limited | 00840590 | Granada Television Limited | ||
07037447 | Big Talk Investments Limited | 00733063 | Granada Television Overseas Limited | ||
13813181 | Big Talk Ludwig Limited | 00250311 | Granada UK Rental and Retail Limited | ||
16850442 | Big Talk Marbles Limited | 04842712 | Interactive Telephony Limited | ||
16617936 | Big Talk Mole Limited | 00608490 | ITC Entertainment Group Limited | ||
11723899 | Big Talk Offenders Limited | 00510330 | ITC Entertainment Holdings Limited | ||
11109572 | Big Talk Peacock Limited | SC375274 | ITV (Scotland) Limited | ||
02897434 | Big Talk Pictures Limited | 11516620 | ITV 112 | Limited | |
15718662 | Big Talk Secret Limited | 16585282 | ITV 70 Up Limited | ||
06567813 | Big Talk Studios Limited | 15800907 | ITV ADT Limited | ||
15869612 | Big Talk Transaction Limited | 12956892 | ITV AdVentures Limited | ||
02936337 | Boom Cymru TV Ltd | 14047839 | ITV Archie Limited | ||
07922831 | Boom Pictures Limited | 16823441 | ITV BB Limited | ||
03866274 | Box Clever Technology Limited | 16229006 | ITV Believe Me Limited | ||
11801341 | BritBox SVOD Limited | 02578005 | ITV Breakfast Limited | ||
01891539 | Broad Street Films Limited | 02937518 | ITV Consumer Limited | ||
02285229 | Campania Limited | 14133299 | ITV Grace Limited | ||
04159249 | Carlton Content Holdings Limited | 04159210 | ITV Holdings Limited | ||
00301188 | Carlton Film Distributors Limited | 04159213 | ITV International Channels Limited | ||
03053908 | Carlton Programmes Development Limited | 14846610 | ITV JCDM Limited | ||
03210452 | Carlton Screen Advertising (Holdings) Limited | SC473179 | ITV LTVC (Scotland) Limited | ||
03210363 | Carltonco Ninety-Six | 14863612 | ITV Mandrake Limited | ||
06409013 | Cat’s on the Roof Media Limited | 00603893 | ITV Network Limited | ||
04257248 | Channel Television Holdings Limited | 11723842 | ITV Nightingale Limited | ||
08195508 | Cirkus Limited | 00603471 | ITV Pension Scheme Limited | ||
10240192 | Cloth Cat LBB Limited | 14460328 | ITV RE Limited | ||
02852812 | Cosgrove Hall Films Limited | 08554937 | ITV Shetland Limited | ||
08479545 | Double Double Limited | 11723826 | ITV Spy Limited | ||
07821062 | EQ Pictures Limited | 02203983 | ITV Studios Global Partnerships Limited | ||
15078072 | Fifteen Days Limited | 09498877 | ITV TFG Holdings Limited | ||
05946785 | Gorilla TV Group Limited | 11107934 | ITV The Bay Limited | ||
| Company | Company | ||
number | Company name | number | Company name |
16228996 | ITV The Dark Limited | 13813329 | MT Mrs Sidhu Limited |
14048049 | ITV Venturer Limited | 14763338 | Output Productions Limited |
03089273 | ITV Ventures Limited | 07473151 | Oxford Scientific Films Limited |
11107431 | ITV Vera Limited | 15175627 | Planet V Limited |
05518785 | Juice Music UK Limited | 13506403 | Planet Woo Limited |
08297277 | Mainstreet Pictures Limited | 09020906 | Possessed Limited |
16117245 | Mammoth Screen (Betrayal) Limited | 14163547 | QSP ATF Limited |
15502127 | Mammoth Screen (COS) Limited | 16229001 | QSP Blame Limited |
16897890 | Mammoth Screen (EN) Limited | 14784655 | QSP Buried Limited |
09355455 | Mammoth Screen (End) Limited | 15502132 | QSP Coach House Limited |
08546227 | Mammoth Screen (End2) Limited | 14163654 | QSP FMO Limited |
11109917 | Mammoth Screen (End6) Limited | 14462220 | QSP MY Limited |
11908267 | Mammoth Screen (End7) Limited | 14460933 | QSP PD Limited |
12368766 | Mammoth Screen (End8) Limited | 15782700 | QSP Run Away Limited |
10528827 | Mammoth Screen (End9) Limited | 16727887 | QSP Tenby Limited |
13087685 | Mammoth Screen (Evans) Limited | 16464474 | QSP The Woods Limited |
12368661 | Mammoth Screen (FS) Limited | 15801118 | QSP Tip Toe Limited |
NI734154 | Mammoth Screen (FWNI) Limited | 14460663 | QSP TRK Limited |
13989267 | Mammoth Screen (GK) Limited | 16482681 | Quay West Productions Limited |
11995990 | Mammoth Screen (MD) Limited | 09366311 | Second Act Productions Limited |
12735978 | Mammoth Screen (MD2) Limited | 07714999 | Sightseers Film Limited |
13989179 | Mammoth Screen (MIE) Limited | 03991026 | So Television Limited |
11062257 | Mammoth Screen (NC) Limited | 15546550 | TGP Critical Limited |
09660486 | Mammoth Screen (Pol2) Limited | 11423826 | The Addressable Platform Limited |
10031005 | Mammoth Screen (Pol3) Limited | 07155077 | The Garden Productions Limited |
10528763 | Mammoth Screen (Pol4) Limited | 02351132 | TwoFour Broadcast Limited |
11108289 | Mammoth Screen (Pol5) Limited | 08602993 | TwoFour Group Holdings Limited |
08799982 | Mammoth Screen (Poldark) Limited | 05493388 | TwoFour Group Limited |
09646520 | Mammoth Screen (QV) Limited | 11816700 | Unforgotten Productions Limited |
16326446 | Mammoth Screen (Rapture) Limited | 02483078 | World Productions Limited |
NI678277 | Mammoth Screen (TJ) Limited | 15800988 | WP BFB Limited |
13087656 | Mammoth Screen (Tower) Limited | 14360979 | WP Delia Limited |
15502121 | Mammoth Screen (TZ) Limited | 12368643 | WP Diplomat Limited |
10528702 | Mammoth Screen (VF) Limited | 13988864 | WP Fifteen Limited |
11108322 | Mammoth Screen (Vic3) Limited | 12116627 | WP Karen Pirie Limited |
16444434 | Mammoth Screen (WF) Limited | 14988579 | WP Lockerbie Limited |
11108320 | Mammoth Screen (WOF) Limited | 15800942 | WP LOD7 Limited |
NI687412 | Mammoth Screen (WOF2) Limited | 13087865 | WP Malpractice Limited |
05976348 | Mammoth Screen Ltd | 12368475 | WP Showtrial Limited |
13412337 | Metavision Limited | 15801483 | WP Springburn Limited |
09477931 | Monumental Television Limited | 16768728 | WP Sutherland Limited |
15986342 | MT Frauds Limited | 14653603 | WP The Gathering Limited |
12368748 | MT Ghosts Limited | 16507273 | WP The Party Limited |
14764613 | MT Marlow Murder Club Limited | 12368477 | WP The Suspect Limited |
13989060 | MT Maryland Limited | 11109437 | WP Vigil Limited |
ITV plc Annual Report and Accounts 2025180
180
Notes to the Financial Statements continued
SECTION 5: OTHER NOTES CONTINUED
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 03776018 Gorilla TV Limited
04042168 3sixtymedia Limited 00290076 Granada Group Limited
16617948 Big Talk Christmas Limited 03962410 Granada Limited
12092620 Big Talk Friday Limited 03106798 Granada Media Limited
16116907 Big Talk Help Limited 05344772 Granada Screen (2005) Limited
13087733 Big Talk Horseface Limited 00840590 Granada Television Limited
07037447 Big Talk Investments Limited 00733063 Granada Television Overseas Limited
13813181 Big Talk Ludwig Limited 00250311 Granada UK Rental and Retail Limited
16850442 Big Talk Marbles Limited 04842712 Interactive Telephony Limited
16617936 Big Talk Mole Limited 00608490 ITC Entertainment Group Limited
11723899 Big Talk Offenders Limited 00510330 ITC Entertainment Holdings Limited
11109572 Big Talk Peacock Limited SC375274 ITV (Scotland) Limited
02897434 Big Talk Pictures Limited 11516620 ITV 112 Limited
15718662 Big Talk Secret Limited 16585282 ITV 70 Up Limited
06567813 Big Talk Studios Limited 15800907 ITV ADT Limited
15869612 Big Talk Transaction Limited 12956892 ITV AdVentures Limited
02936337 Boom Cymru TV Ltd 14047839 ITV Archie Limited
07922831 Boom Pictures Limited 16823441 ITV BB Limited
03866274 Box Clever Technology Limited 16229006 ITV Believe Me Limited
11801341 BritBox SVOD Limited 02578005 ITV Breakfast Limited
01891539 Broad Street Films Limited 02937518 ITV Consumer Limited
02285229 Campania Limited 14133299 ITV Grace Limited
04159249 Carlton Content Holdings Limited 04159210 ITV Holdings Limited
00301188 Carlton Film Distributors Limited 04159213 ITV International Channels Limited
03053908 Carlton Programmes Development Limited 14846610 ITV JCDM Limited
03210452 Carlton Screen Advertising (Holdings) Limited SC473179 ITV LTVC (Scotland) Limited
03210363 Carltonco Ninety-Six 14863612 ITV Mandrake Limited
06409013 Cat’s on the Roof Media Limited 00603893 ITV Network Limited
04257248 Channel Television Holdings Limited 11723842 ITV Nightingale Limited
08195508 Cirkus Limited 00603471 ITV Pension Scheme Limited
10240192 Cloth Cat LBB Limited 14460328 ITV RE Limited
02852812 Cosgrove Hall Films Limited 08554937 ITV Shetland Limited
08479545 Double Double Limited 11723826 ITV Spy Limited
07821062 EQ Pictures Limited 02203983 ITV Studios Global Partnerships Limited
15078072 Fifteen Days Limited 09498877 ITV TFG Holdings Limited
05946785 Gorilla TV Group Limited 11107934 ITV The Bay Limited
Company
number Company name
Company
number Company name
16228996 ITV The Dark Limited 13813329 MT Mrs Sidhu Limited
14048049 ITV Venturer Limited 14763338 Output Productions Limited
03089273 ITV Ventures Limited 07473151 Oxford Scientific Films Limited
11107431 ITV Vera Limited 15175627 Planet V Limited
05518785 Juice Music UK Limited 13506403 Planet Woo Limited
08297277 Mainstreet Pictures Limited 09020906 Possessed Limited
16117245 Mammoth Screen (Betrayal) Limited 14163547 QSP ATF Limited
15502127 Mammoth Screen (COS) Limited 16229001 QSP Blame Limited
16897890 Mammoth Screen (EN) Limited 14784655 QSP Buried Limited
09355455 Mammoth Screen (End) Limited 15502132 QSP Coach House Limited
08546227 Mammoth Screen (End2) Limited 14163654 QSP FMO Limited
11109917 Mammoth Screen (End6) Limited 14462220 QSP MY Limited
11908267 Mammoth Screen (End7) Limited 14460933 QSP PD Limited
12368766 Mammoth Screen (End8) Limited 15782700 QSP Run Away Limited
10528827 Mammoth Screen (End9) Limited 16727887 QSP Tenby Limited
13087685 Mammoth Screen (Evans) Limited 16464474 QSP The Woods Limited
12368661 Mammoth Screen (FS) Limited 15801118 QSP Tip Toe Limited
NI734154 Mammoth Screen (FWNI) Limited 14460663 QSP TRK Limited
13989267 Mammoth Screen (GK) Limited 16482681 Quay West Productions Limited
11995990 Mammoth Screen (MD) Limited 09366311 Second Act Productions Limited
12735978 Mammoth Screen (MD2) Limited 07714999 Sightseers Film Limited
13989179 Mammoth Screen (MIE) Limited 03991026 So Television Limited
11062257 Mammoth Screen (NC) Limited 15546550 TGP Critical Limited
09660486 Mammoth Screen (Pol2) Limited 11423826 The Addressable Platform Limited
10031005 Mammoth Screen (Pol3) Limited 07155077 The Garden Productions Limited
10528763 Mammoth Screen (Pol4) Limited 02351132 TwoFour Broadcast Limited
11108289 Mammoth Screen (Pol5) Limited 08602993 TwoFour Group Holdings Limited
08799982 Mammoth Screen (Poldark) Limited 05493388 TwoFour Group Limited
09646520 Mammoth Screen (QV) Limited 11816700 Unforgotten Productions Limited
16326446 Mammoth Screen (Rapture) Limited 02483078 World Productions Limited
NI678277 Mammoth Screen (TJ) Limited 15800988 WP BFB Limited
13087656 Mammoth Screen (Tower) Limited 14360979 WP Delia Limited
15502121 Mammoth Screen (TZ) Limited 12368643 WP Diplomat Limited
10528702 Mammoth Screen (VF) Limited 13988864 WP Fifteen Limited
11108322 Mammoth Screen (Vic3) Limited 12116627 WP Karen Pirie Limited
16444434 Mammoth Screen (WF) Limited 14988579 WP Lockerbie Limited
11108320 Mammoth Screen (WOF) Limited 15800942 WP LOD7 Limited
NI687412 Mammoth Screen (WOF2) Limited 13087865 WP Malpractice Limited
05976348 Mammoth Screen Ltd 12368475 WP Showtrial Limited
13412337 Metavision Limited 15801483 WP Springburn Limited
09477931 Monumental Television Limited 16768728 WP Sutherland Limited
15986342 MT Frauds Limited 14653603 WP The Gathering Limited
12368748 MT Ghosts Limited 16507273 WP The Party Limited
14764613 MT Marlow Murder Club Limited 12368477 WP The Suspect Limited
13989060 MT Maryland Limited 11109437 WP Vigil Limited
ITV Properties (Jersey) Limited and ITV Holdings (Cayman) Limited are exempt from audit under the requirement in the relevant jurisdictions
181
ITV plc Company Financial Statements
Statement of Financial Position
As at 31 December
Note
2025
£m
2024
£m
Investments in subsidiary undertakings iii 1,497 3,238
Amounts owed by subsidiary undertakings due after more than
one year
iv 4,151 86
Derivative financial instruments vi 14 1
Other receivables – 4
Deferred tax asset 2 –
Non-current assets 5,664 3,329
Amounts owed by subsidiary undertakings due within one year iv 120 3,522
Derivative financial instruments vi 5 7
Other receivables 5 17
Cash and cash equivalents v 135 259
Current assets 265 3,805
Borrowings v (313) –
Amounts owed to subsidiary undertakings iv (1,770) (2,203)
Current tax liabilities (4) –
Accruals (7) (7)
Derivative financial instruments vi (11) (7)
Current liabilities (2,105) (2,217)
Net current (liabilities)/assets (1,840) 1,588
Borrowings v (436) (715)
Derivative financial instruments vi (1) (20)
Non-current liabilities (437) (735)
Net assets 3,387 4,182
Share capital vii 387 394
Share premium viii 174 174
Other reserves viii 55 55
Retained earnings viii 2,771 3,559
Total shareholders’ funds 3,387 4,182
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 loss for the year was
£580 million (2024: profit £1 ,740 million).
The financial statements on pages 181 to 194 were approved by the Board of Directors on
5 March 2026 and signed on its behalf by
Chris Kennedy
Director
ITV plc Annual Report and Accounts 2025 181
Strategic Report Governance Financial Statements
182
Notes to the ITV plc Company Financial Statements
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 2025 vii/viii 394 174 55 3,559 4,182
Total comprehensive expense for the year
Loss for the year – – – (580) (580)
Net loss on cash flow hedges and cost
of hedging – – (7) – (7)
Total comprehensive expense for the year – – (7) (580) (587)
Transactions with owners recorded
directly in equity
Contributions by and distributions
to owners
Equity dividends – – – (187) (187)
Movements due to share-based
compensation – – – 16 16
Repurchase of shares (7) – 7 (38) (38)
Tax on items taken directly to equity – – – 1 1
Total transactions with owners (7) – 7 (208) (208)
Balance at 31 December 2025 387 174 55 2,771 3,387
Note
Share
capital
£m
Share
premium
£m
Other
reserves
£m
Retained
earnings
£m
Total
£m
Balance at 1 January 2024 vii/viii 406 174 34 2,200 2,814
Total comprehensive income for the year
Profit for the year – – – 1,740 1,740
Net gain on cash flow hedges and cost
of hedging
– – 9 – 9
Total comprehensive income for the year – – 9 1,740 1,749
Transactions with owners recorded
directly in equity
Contributions by and distributions
to owners
Equity dividends – – – (198) (198)
Movements due to share-based
compensation – – – 18 18
Repurchase of shares (12) – 12 (199) (199)
Tax on items taken directly to equity – – – (2) (2)
Total transactions with owners (12) – 12 (381) (381)
Balance at 31 December 2024 394 174 55 3,559 4,182
Corporate restructure
During the year the company restructured its investments in the Group, creating two new directly-owned
holding companies, ITV Studios Holdings Limited and ITV M&E Holdings Limited. As a result, a proportion
of investments in subsidiary undertakings and current receivables from subsidiary undertakings were
restructured as long-term debt. Year on year movements in investments and intra-group balances
should be considered collectively as detailed below. See notes iii and iv for further details.
As at 31 December
2025
£m
2024
£m
Investments in subsidiary undertakings 1,497 3,238
Amounts owed by subsidiary undertakings – amount due within one year 120 3,522
Amounts owed by subsidiary undertakings – amount due after one year 4,151 86
Amounts owed to subsidiary undertakings (1,770) (2,203)
Net investment in subsidiary undertakings 3,998 4,643
Note i Accounting policies
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
ITV plc Annual Report and Accounts 2025182
182
Notes to the ITV plc Company Financial Statements
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 2025 vii/viii 394 174 55 3,559 4,182
Total comprehensive expense for the year
Loss for the year – – – (580) (580)
Net loss on cash flow hedges and cost
of hedging – – (7) – (7)
Total comprehensive expense for the year – – (7) (580) (587)
Transactions with owners recorded
directly in equity
Contributions by and distributions
to owners
Equity dividends – – – (187) (187)
Movements due to share-based
compensation – – – 16 16
Repurchase of shares (7) – 7 (38) (38)
Tax on items taken directly to equity – – – 1 1
Total transactions with owners (7) – 7 (208) (208)
Balance at 31 December 2025 387 174 55 2,771 3,387
Note
Share
capital
£m
Share
premium
£m
Other
reserves
£m
Retained
earnings
£m
Total
£m
Balance at 1 January 2024 vii/viii 406 174 34 2,200 2,814
Total comprehensive income for the year
Profit for the year – – – 1,740 1,740
Net gain on cash flow hedges and cost
of hedging
– – 9 – 9
Total comprehensive income for the year – – 9 1,740 1,749
Transactions with owners recorded
directly in equity
Contributions by and distributions
to owners
Equity dividends – – – (198) (198)
Movements due to share-based
compensation – – – 18 18
Repurchase of shares (12) – 12 (199) (199)
Tax on items taken directly to equity – – – (2) (2)
Total transactions with owners (12) – 12 (381) (381)
Balance at 31 December 2024 394 174 55 3,559 4,182
Corporate restructure
During the year the company restructured its investments in the Group, creating two new directly-owned
holding companies, ITV Studios Holdings Limited and ITV M&E Holdings Limited. As a result, a proportion
of investments in subsidiary undertakings and current receivables from subsidiary undertakings were
restructured as long-term debt. Year on year movements in investments and intra-group balances
should be considered collectively as detailed below. See notes iii and iv for further details.
As at 31 December
2025
£m
2024
£m
Investments in subsidiary undertakings 1,497 3,238
Amounts owed by subsidiary undertakings – amount due within one year 120 3,522
Amounts owed by subsidiary undertakings – amount due after one year 4,151 86
Amounts owed to subsidiary undertakings (1,770) (2,203)
Net investment in subsidiary undertakings 3,998 4,643
Note i Accounting policies
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
183
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 2025
have not had a 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 future 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.
Determining whether the carrying amount of the Company's investments in subsidiary undertakings
has any indication of impairment requires judgement. In testing for impairment, estimates are used
in deriving cash flows, discount rates and market multiples.
Expected credit losses on amounts due from subsidiary undertakings also includes judgement and
estimation uncertainty.
Subsidiary undertakings
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 less provision for any impairment in value.
Impairment of subsidiary undertakings
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,
discount rates and market multiples. The estimation process is complex due to the inherent risks
and uncertainties associated with long-term forecasting. The outcome of the fair value less costs of
disposal calculations including borrowings supports the carrying value of the investments in
subsidiary undertakings. The recoverable amount has been determined as the higher of fair value
less costs of disposal and the value in use.
If the recoverable amount of the investment is less than its carrying amount, the investment is written
down to its recoverable amount. Any impairment loss is immediately recognised in profit or loss for
the year.
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 Income Statement. 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 Income Statement over the period
of the liability on an effective interest basis.
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 Income Statement 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 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.
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.
ITV plc Annual Report and Accounts 2025 183
Strategic Report Governance Financial Statements
184
Notes to the ITV plc Company Financial Statements continued
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.
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 ii Employees and share-based compensation
Employees
Two (2024: 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 56.4 pence
(2024: 49.4 pence) (excluding nil priced share options). The options outstanding at the year end have
an exercise price in the range of nil to 71.55 pence (2024: nil to 105.98 pence) and a weighted average
contractual life of one year (2024: one year) for all the schemes in place for the Group.
Note iii Investments in subsidiary undertakings
The carrying value of the Company’s investments in subsidiary undertakings at 31 December 2025
was £1,497 million (2024: £3,238 million).
The carrying value of the Company’s investments in subsidiary undertakings is assessed for impairment
on an annual basis. See note (i) for the accounting policy on the calculation of the recoverable amount.
During the year, the Company restructured its subsidiaries to simplify the overall Group holding
structure and ensure that businesses within the same segment report to a common parent. This
involved ITV plc incorporating two new directly owned subsidiaries to serve as the parent companies
for the ITV Studios and Media & Entertainment businesses and restructuring a proportion of the
investment value as long-term debt receivable.
The restructure led to impairment charges: £220 million on the investment in Carlton
Communications Limited and £315 million on the investment in ITV Studios Holdings Limited.
Following the restructure, the Company holds investments in Carlton Communications Limited,
ITV M&E Holdings Limited, ITV Studios Holdings Limited, ITV Services Limited and Elecrent Limited.
Carlton Communications Limited has minimal value, being the parent company of a number of non-
trading entities. The investment has been impaired to the value of the liquid net assets held within
the Carlton Communications Group and no further impairment is expected in the investment.
The recoverable amount for the ITV Studios Holdings Limited investment was calculated using
a discounted cashflow model on a fair value less costs of disposal, employing post-tax cashflows.
Key assumptions underpinning this valuation include:
EBITA margin: Based on the Board-approved budget which is line with our previously disclosed
target range and five-year plan which includes a level of synergies
Long-term growth rate: 1%
Post-tax discount rate: 9.05%
Sensitivity analysis on these assumptions demonstrated the following potential impact on the
impairment charge:
A +/-1% change in EBITA margin (without further cost mitigation) would result in a
decrease/increase in impairment of £227 million
A +/-0.5% change in the long-term growth rate would result in a decrease/increase in the
impairment charge of £142 million or £125 million respectively
ITV plc Annual Report and Accounts 2025184
184
Notes to the ITV plc Company Financial Statements continued
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.
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 ii Employees and share-based compensation
Employees
Two (2024: 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 56.4 pence
(2024: 49.4 pence) (excluding nil priced share options). The options outstanding at the year end have
an exercise price in the range of nil to 71.55 pence (2024: nil to 105.98 pence) and a weighted average
contractual life of one year (2024: one year) for all the schemes in place for the Group.
Note iii Investments in subsidiary undertakings
The carrying value of the Company’s investments in subsidiary undertakings at 31 December 2025
was £1,497 million (2024: £3,238 million).
The carrying value of the Company’s investments in subsidiary undertakings is assessed for impairment
on an annual basis. See note (i) for the accounting policy on the calculation of the recoverable amount.
During the year, the Company restructured its subsidiaries to simplify the overall Group holding
structure and ensure that businesses within the same segment report to a common parent. This
involved ITV plc incorporating two new directly owned subsidiaries to serve as the parent companies
for the ITV Studios and Media & Entertainment businesses and restructuring a proportion of the
investment value as long-term debt receivable.
The restructure led to impairment charges: £220 million on the investment in Carlton
Communications Limited and £315 million on the investment in ITV Studios Holdings Limited.
Following the restructure, the Company holds investments in Carlton Communications Limited,
ITV M&E Holdings Limited, ITV Studios Holdings Limited, ITV Services Limited and Elecrent Limited.
Carlton Communications Limited has minimal value, being the parent company of a number of non-
trading entities. The investment has been impaired to the value of the liquid net assets held within
the Carlton Communications Group and no further impairment is expected in the investment.
The recoverable amount for the ITV Studios Holdings Limited investment was calculated using
a discounted cashflow model on a fair value less costs of disposal, employing post-tax cashflows.
Key assumptions underpinning this valuation include:
EBITA margin: Based on the Board-approved budget which is line with our previously disclosed
target range and five-year plan which includes a level of synergies
Long-term growth rate: 1%
Post-tax discount rate: 9.05%
Sensitivity analysis on these assumptions demonstrated the following potential impact on the
impairment charge:
A +/-1% change in EBITA margin (without further cost mitigation) would result in a
decrease/increase in impairment of £227 million
A +/-0.5% change in the long-term growth rate would result in a decrease/increase in the
impairment charge of £142 million or £125 million respectively
185
A 1% increase in the post-tax discount rate would result in a further impairment of £308 million,
while a 1% decrease in the post-tax discount rate would have not resulted in an impairment
The investment in ITV M&E Holdings has a recoverable amount based on a fair value less costs
of disposal, derived from a market multiple of 6x the 2025 EBITDA. Should this key assumption
decrease to 5.7x, there would be no headroom on the investment, while a reduction to 5x would lead
to an impairment of £169 million. This fair value measurement is categorised as level 3 in the fair
value hierarchy.
Following this review, the investments in ITV Studios Holdings Limited and ITV M&E Holdings Limited
are held at fair value at 31 December 2025.
The Company did not recognise any impairments in the prior year.
The listing of subsidiary undertakings and investments is listed on pages 190 to 193.
Note iv Amounts owed (to)/from subsidiary undertakings
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 base rate and interest receivable at 2.5% above base rate per annum, and the
balances are repayable on demand.
As a result of a restructuring of the Company’s subsidiaries in the year (see note iii), loan receivables are
held that are due from certain subsidiary undertakings. These non-current receivables arose from the
restructuring of investments and short-term receivables as long-term debt. The balances are repayable
according to contractual terms, and the classification of balances as due after more than one year is based
on the both the intention of when the balances are expected to be settled as well as the contractual terms.
There are no doubtful debts provided for amounts owed by the Company’s subsidiary undertakings
at 31 December 2025 (2024: £2 million).
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 receivables if the deterioration of financial position is observed.
The recoverability of the amounts owed by subsidiary undertakings is assessed on an annual basis,
or more frequently when an indication of impairment exists. Determining whether there is an indication
of impairment requires judgement as the assessment is based on either net assets of the undertaking
or forecast future performance.
Note v Net 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 2025, the Company has a cash position of £135 million (2024: £259 million).
Borrowings
2025
£m
2024
£m
Loans due within one year
€600 million Eurobond 313 298
313 298
Loans due in more than one year
€500 million Eurobond 436 417
749 715
In June 2025, the Company entered into a new £300 million term loan facility. This committed
facility has been put in place ahead of the September 2026 bond maturing. The term loan facility
is available for drawing from 26 June 2026 and matures three years from the date it is drawn.
See section 4.1 of the Group Notes for further details of borrowings and available facilities.
ITV plc Annual Report and Accounts 2025 185
Strategic Report Governance Financial Statements
186
Notes to the ITV plc Company Financial Statements continued
Note vi Managing market risks: derivative financial instruments
What is the value of our derivative financial instruments?
Assets
2025
£m
Liabilities
2025
£m
Current
Foreign exchange forward contracts and swaps – fair value through profit
or loss 5 (6)
Cross-currency interest swaps – cash flow hedges – (5)
Non-current
Cross-currency interest swaps – cash flow hedges 5 –
Cross-currency interest swaps – fair value hedges 8 –
Foreign exchange forward contracts and swaps – fair value through profit
or loss
1 (1)
19 (12)
Assets
2024
£m
Liabilities
2024
£m
Current
Foreign exchange forward contracts and swaps – fair value through profit
or loss
7 (7)
Non-current
Cross-currency interest swaps – cash flow hedges – (18)
Cross-currency interest swaps – cash flow hedges – (1)
Foreign exchange forward contracts and swaps – fair value through profit
or loss 1 (1)
8 (27)
The Company utilises 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 gain for the year of
£27 million (2024: £23 million of cumulative loss for the year) was recycled to the Income Statement
to off-set movements on the hedged item, a residual value of less than a million (2024: less than a
million) remained on the Income Statement which was not offset.
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.
Fair value hedges
The Company has interest rate swaps and cross-currency interest rate swaps to hedge the
exposure to changes in the fair value of fixed rate borrowings due to interest rate and foreign
currency movements which could affect the income statement. Changes in the fair value of
derivatives that are designated and qualify as fair value hedges are recorded in the Income
Statement together with any changes in the fair value of the hedged asset or liability that are
attributable to the hedged risk. The gain or loss relating to the effective portion of cross-currency
interest rate swaps hedging fixed rate borrowings is recognised in the Income Statement within
net financing costs together with changes in the fair value of the hedged fixed-rate borrowings
attributable to interest rate risk. The gain or loss relating to the ineffective portion is recognised
in the Income Statement.
If the hedge no longer meets the criteria for hedge accounting, the adjustment to the carrying
amount of a hedged item for which the effective interest method is used is amortised to the
Income Statement over the period to maturity using a recalculated effective interest rate.
ITV plc Annual Report and Accounts 2025186
186
Notes to the ITV plc Company Financial Statements continued
Note vi Managing market risks: derivative financial instruments
What is the value of our derivative financial instruments?
Assets
2025
£m
Liabilities
2025
£m
Current
Foreign exchange forward contracts and swaps – fair value through profit
or loss 5 (6)
Cross-currency interest swaps – cash flow hedges – (5)
Non-current
Cross-currency interest swaps – cash flow hedges 5 –
Cross-currency interest swaps – fair value hedges 8 –
Foreign exchange forward contracts and swaps – fair value through profit
or loss
1 (1)
19 (12)
Assets
2024
£m
Liabilities
2024
£m
Current
Foreign exchange forward contracts and swaps – fair value through profit
or loss
7 (7)
Non-current
Cross-currency interest swaps – cash flow hedges – (18)
Cross-currency interest swaps – cash flow hedges – (1)
Foreign exchange forward contracts and swaps – fair value through profit
or loss 1 (1)
8 (27)
The Company utilises 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 gain for the year of
£27 million (2024: £23 million of cumulative loss for the year) was recycled to the Income Statement
to off-set movements on the hedged item, a residual value of less than a million (2024: less than a
million) remained on the Income Statement which was not offset.
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.
Fair value hedges
The Company has interest rate swaps and cross-currency interest rate swaps to hedge the
exposure to changes in the fair value of fixed rate borrowings due to interest rate and foreign
currency movements which could affect the income statement. Changes in the fair value of
derivatives that are designated and qualify as fair value hedges are recorded in the Income
Statement together with any changes in the fair value of the hedged asset or liability that are
attributable to the hedged risk. The gain or loss relating to the effective portion of cross-currency
interest rate swaps hedging fixed rate borrowings is recognised in the Income Statement within
net financing costs together with changes in the fair value of the hedged fixed-rate borrowings
attributable to interest rate risk. The gain or loss relating to the ineffective portion is recognised
in the Income Statement.
If the hedge no longer meets the criteria for hedge accounting, the adjustment to the carrying
amount of a hedged item for which the effective interest method is used is amortised to the
Income Statement over the period to maturity using a recalculated effective interest rate.
187
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 2025
1
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 5 600 327 9 28 236
Outflow (5) (619) (341) (12) (37) (229)
Cross-currency swaps – fair value hedges
Inflow 8 282 9 9 28 236
Outflow – (292) (13) (12) (37) (230)
Foreign exchange forward contracts and
swaps – fair value through profit or loss
Inflow 6 676 478 144 54 –
Outflow (7) (676) (478) (144) (54) –
7 (29) (18) (6) (18) 13
At 31 December 2024
1
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 – 583 13 311 26 233
Outflow (18) (641) (22) (341) (37) (241)
Cross-currency swaps – fair value hedges
Inflow – 277 9 9 26 233
Outflow (1) (320) (14) (15) (43) (248)
Foreign exchange forward contracts and
swaps – fair value through profit or loss
Inflow 8 614 511 94 9 –
Outflow (8) (614) (511) (94) (9) –
(19) (101) (14) (36) (28) (23)
1 The Company is jointly and severally liable for VAT at 31 December 2025 of £26 million (31 December 2024: £40 million).
Note vii Share capital
Allotted, issued
and fully paid
2025
£m
Allotted, issued
and fully paid
2024
£m
Allotted, issued and fully paid ordinary shares of 10 pence each 387 394
Total 387 394
The Company’s ordinary shares give shareholders equal rights to vote, receive dividends and to the
repayment of capital.
On 1 March 2024 the Group announced its intention to return the entire net proceeds from the
disposal of BritBox International up to a maximum consideration of £235 million to the Group’s
shareholders through a share buyback. The share buyback programme was completed in April 2025.
Of the shares bought back, 76 million were cancelled in the year (2024: 118 million), reducing the
Group’s share capital. When such shares are cancelled, they are transferred to the capital
redemption reserve.
The repurchased shares held in Treasury and the shares held by the Group’s Employee Benefit Trust
(EBT) are excluded in calculating the weighted average number of shares in issue used in Earnings
per share.
See note 4.7 for further details.
ITV plc Annual Report and Accounts 2025 187
Strategic Report Governance Financial Statements
188
Notes to the ITV plc Company Financial Statements continued
Note viii Equity and dividends
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 43
to 47 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)
Future cash commitments and investment plans, to deliver the Company’s long-term
strategic plan
Consideration of the factors underlying the Directors’ viability assessment
The future availability of funds required to meet longer-term obligations including
pension commitments.
Equity
The retained earnings reserve includes a loss after tax for the year of £580 million (2024: profit
£1,740 million), which includes dividends received from subsidiaries of £17 million
(2024: £1,688 million).
During the year, the Company restructured its subsidiaries to simplify the overall Group holding
structure and ensure that businesses within the same segment report to a common parent. See
note iii. The restructure led to impairment charges: £220 million on the investment in Carlton
Communications Limited and £315 million on the investment in ITV Studios Holdings Limited.
Share buyback programme
In the year, 53 million 10p shares (31 December 2024: 270 million 10p shares) were bought back
at a cost of £37 million (31 December 2024: £198 million). All 53 million shares were cancelled
(31 December 2024: 118 million), reducing the Group’s share capital. 23 million shares bought back
in 2024 were also cancelled in the year. When such shares are cancelled, they are transferred to the
capital redemption reserve.
The stamp duty costs of less than a million (31 December 2024: £1 million) and the associated fees
charged for the repurchase programme were £1 million (31 December 2024: £nil). The total cost of the
shares including the directly attributable fees, have reduced retained earnings.
The share buyback programme was completed in the year. In total, 323 million shares were bought
back at a cost of £235 million. 194 million shares were cancelled. Total stamp duty costs were
£1 million and associated fees borne by the Company were £1 million.
The repurchased shares held in Treasury and the shares held by the Group’s Employee Benefit Trust
(EBT) are excluded in calculating the weighted average number of shares in issue used in Earnings
per share.
The share premium of £174 million remains unchanged in the year. Other reserves of £55 million
(2024: £55 million) comprises Merger reserves of £36 million (2024: £36 million) which relate to share
buybacks in prior years, Translation reserves have netted to £nil (2024: net gain of £7 million) which
previously related to cash flow hedges and cost of hedging, and the capital redemption reserve was
£19 million (2024: £12 million ).
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 (2024: 3.3p), giving a full year dividend of 5.0p (2024: 5.0p) per share.
In 2025, £187 million of dividends were paid (2024: £198 million), representing a final 2024 dividend of
3.3p per share and an interim 2025 dividend of 1.7p per share.
Note ix Contingent liabilities
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.
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 Company’s results or financial position.
In 2025, the Company entered into a surety bond to provide additional security to the ITV Pension
Scheme as a result of the Box Clever Group Pension Scheme arrangements. The Company has other
surety bond arrangements in relation to the Pension Funding Partnerships.
Under a Group registration, the Company is jointly and severally liable for VAT at 31 December 2025
of £26 million (31 December 2024: £40 million).
The Company has guaranteed certain performance and financial obligations of subsidiary undertakings.
ITV plc Annual Report and Accounts 2025188
188
Notes to the ITV plc Company Financial Statements continued
Note viii Equity and dividends
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 43
to 47 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)
Future cash commitments and investment plans, to deliver the Company’s long-term
strategic plan
Consideration of the factors underlying the Directors’ viability assessment
The future availability of funds required to meet longer-term obligations including
pension commitments.
Equity
The retained earnings reserve includes a loss after tax for the year of £580 million (2024: profit
£1,740 million), which includes dividends received from subsidiaries of £17 million
(2024: £1,688 million).
During the year, the Company restructured its subsidiaries to simplify the overall Group holding
structure and ensure that businesses within the same segment report to a common parent. See
note iii. The restructure led to impairment charges: £220 million on the investment in Carlton
Communications Limited and £315 million on the investment in ITV Studios Holdings Limited.
Share buyback programme
In the year, 53 million 10p shares (31 December 2024: 270 million 10p shares) were bought back
at a cost of £37 million (31 December 2024: £198 million). All 53 million shares were cancelled
(31 December 2024: 118 million), reducing the Group’s share capital. 23 million shares bought back
in 2024 were also cancelled in the year. When such shares are cancelled, they are transferred to the
capital redemption reserve.
The stamp duty costs of less than a million (31 December 2024: £1 million) and the associated fees
charged for the repurchase programme were £1 million (31 December 2024: £nil). The total cost of the
shares including the directly attributable fees, have reduced retained earnings.
The share buyback programme was completed in the year. In total, 323 million shares were bought
back at a cost of £235 million. 194 million shares were cancelled. Total stamp duty costs were
£1 million and associated fees borne by the Company were £1 million.
The repurchased shares held in Treasury and the shares held by the Group’s Employee Benefit Trust
(EBT) are excluded in calculating the weighted average number of shares in issue used in Earnings
per share.
The share premium of £174 million remains unchanged in the year. Other reserves of £55 million
(2024: £55 million) comprises Merger reserves of £36 million (2024: £36 million) which relate to share
buybacks in prior years, Translation reserves have netted to £nil (2024: net gain of £7 million) which
previously related to cash flow hedges and cost of hedging, and the capital redemption reserve was
£19 million (2024: £12 million ).
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 (2024: 3.3p), giving a full year dividend of 5.0p (2024: 5.0p) per share.
In 2025, £187 million of dividends were paid (2024: £198 million), representing a final 2024 dividend of
3.3p per share and an interim 2025 dividend of 1.7p per share.
Note ix Contingent liabilities
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.
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 Company’s results or financial position.
In 2025, the Company entered into a surety bond to provide additional security to the ITV Pension
Scheme as a result of the Box Clever Group Pension Scheme arrangements. The Company has other
surety bond arrangements in relation to the Pension Funding Partnerships.
Under a Group registration, the Company is jointly and severally liable for VAT at 31 December 2025
of £26 million (31 December 2024: £40 million).
The Company has guaranteed certain performance and financial obligations of subsidiary undertakings.
189
Note x Capital and other commitments
There are contingent liabilities in respect of certain litigation and guarantees, broadcasting issues,
and in respect of warranties given in connection with certain disposals of businesses. None of these
items is expected to have a material effect on the Company’s results or financial position.
The Company enters into guarantee contracts to guarantee the performance and/or financial obligations
of other companies within the Group. The Company treats these guarantee contracts as financial
instruments in accordance with IFRS 9 'Financial Instruments'.
There are no capital commitments at 31 December 2025 (2024: none).
Note xi Related party transactions
Keeping it simple
The related parties identified by the Directors include amounts owed to and from subsidiary
undertakings that are not wholly owned within the Group as well as transactions with key
management. The Company is a holding company with no commercial activity.
To enable the users of the financial statements to form a view about the effects of related
party relationships on the Company, we disclose the Company’s transactions with those
during the year.
Transactions with subsidiary undertakings that are not wholly owned
The amounts owed by and to these related parties at the year end were:
2025
£m
2024
£m
Amounts owed by subsidiary undertakings that are not wholly owned – 4
Amounts owed to subsidiary undertakings that are not wholly owned – (3)
Amounts owed by subsidiary undertakings that are not wholly owned relate mainly to funding
provided to production companies in our ITV Studios division at 31 December 2024.
Amounts owed to subsidiary undertakings that are not wholly owned, relate mainly to amounts owed
to 3sixtymedia Limited and other entities within our ITV Studios division at 31 December 2024.
Transactions with key management personnel
Key management consists of ITV plc Executive Directors.
Key management personnel compensation, on an accounting basis, is as follows:
2025
£m
2024
£m
Short-term employee benefits 4 4
Share-based compensation 3 3
7 7
Total emoluments and gains on share options received by key management personnel in the year were:
2025
£m
2024
£m
Emoluments 3 3
Gains on exercise of share options 2 1
5 4
ITV plc Annual Report and Accounts 2025 189
Strategic Report Governance Financial Statements
Subsidiary Undertakings and Investments
Wholly-owned subsidiary undertakings of the Company at 31 December 2025, 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
3sixtymedia Limited (1)(a) UK 100
Big Talk Christmas Limited (1)(a) UK 100
Big Talk Friday Limited (1)(a) UK 100
Big Talk Help Limited (1)(a) UK 100
Big Talk Horseface Limited (1)(a) UK 100
Big Talk Investments Limited (1)(a) UK 100
Big Talk Ludwig Limited (1)(a) UK 100
Big Talk Marbles Limited (1)(a) UK 100
Big Talk Mole 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 Secret Limited (1)(a) UK 100
Big Talk Studios Limited (1)(a) UK 100
Big Talk Transaction Limited (1)(a) UK 100
Boom Cymru TV Ltd (4)(a) UK 100
Boom Pictures Limited (1)(a) UK 100
Box Clever Technology Limited (1)(a) UK 100
Box Clever Trustees Limited (62)(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
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 Programmes Development Limited (1)(a) UK 100
Carlton Screen Advertising (Holdings) Limited (1)(a) UK 100
Carltonco Ninety-Six (1)(a)(f) UK 100
Cat’s on the Roof Media Limited (1)(a) UK 100
Channel Television Holdings Limited (1)(a) UK 100
Cirkus Limited (1)(a) UK 100
Cloth Cat LBB Limited (4)(a) UK 100
Cosgrove Hall Films Limited (1)(a) UK 100
Double Double Limited (1)(a) UK 100
EQ Pictures Limited (1)(a) UK 100
Fifteen Days Limited (1)(a) UK 100
GIL Limited (1)(a) UK 100
Gorilla TV Group Limited (4)(a) UK 100
Company Name Country % Holding
Gorilla TV Limited (4)(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
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 (16)(a) UK 100
ITV 112 Limited (7)(a) UK 100
ITV 70 Up Limited (1)(a) UK 100
ITV AdVentures Limited (1)(a) UK 100
ITV Archie Limited (1)(a) UK 100
ITV BB Limited (1)(a) UK 100
ITV Believe Me 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 Grace Limited (1)(a) UK 100
ITV Holdings Limited (1)(a) UK 100
ITV ADT 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 (52)(a) UK 100
ITV M&E Holdings Limited* (1)(a) UK 100
ITV Mandrake Limited (1)(a) UK 100
WP BFB Limited (1)(a) UK 100
Company Name Country % Holding
WP Springburn 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 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
WP LOD7 Limited (1)(a) UK 100
ITV Spy Limited (1)(a) UK 100
ITV Studios (Israel) Limited (1)(a) UK 100
ITV Studios Global Partnerships Limited (1)(a) UK 100
ITV Studios Holdings Limited* (1)(a) UK 100
ITV Studios Limited (1)(a) UK 100
ITV TFG Holdings Limited (1)(a) UK 100
ITV The Bay Limited (1)(a) UK 100
ITV The Dark Limited (1)(a) UK 100
QSP Tip Toe 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
ITV2 Limited (1)(a) UK 100
Juice Music UK Limited (1)(a) UK 100
London Weekend Television Limited (1)(a) UK 100
LWT (Holdings) Limited (1)(a)(c) UK 100
Mainstreet Pictures Limited (3)(a) UK 100
Mammoth Screen (Betrayal) Limited (1)(a) UK 100
Mammoth Screen (COS) Limited (1)(a) UK 100
Mammoth Screen (EN) Limited (1)(a) UK 100
Mammoth Screen (End) Limited (1)(a) UK 100
Mammoth Screen (End2) 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 (End9) Limited (1)(a) UK 100
Mammoth Screen (Evans) Limited (1)(a) UK 100
Mammoth Screen (FS) Limited (1)(a) UK 100
Mammoth Screen (WF) Limited (1)(a) UK 100
Mammoth Screen (FWNI) Limited (21)(a) UK 100
ITV plc Annual Report and Accounts 2025190
Company Name Country % Holding
Mammoth Screen (GK) Limited (1)(a) UK 100
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 (Rapture) Limited (1)(a) UK 100
Mammoth Screen (TJ) Limited (21)(a) UK 100
Mammoth Screen (Tower) Limited (1)(a) UK 100
Mammoth Screen (TZ) 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 (21)(a) UK 100
Mammoth Screen Ltd (1)(a) UK 100
Metavision Limited (1)(a) UK 100
Monumental Television Limited (1)(a) UK 100
MT Frauds Limited (1)(a) UK 100
MT Ghosts Limited (1)(a) UK 100
MT Marlow Murder Club Limited (1)(a) UK 100
MT Maryland Limited (1)(a) UK 100
MT Mrs Sidhu Limited (1)(a) UK 100
New Providence Productions Limited (1)(a) UK 100
Output Productions Limited (2)(a) UK 100
Oxford Scientific Films Limited (4)(a) UK 100
Planet V Limited (1)(a) UK 100
Planet Woo 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 Blame Limited (1)(a) UK 100
QSP Coach House Limited (1)(a) UK 100
QSP FMO Limited (1)(a) UK 100
QSP MY Limited (1)(a) UK 100
QSP PD Limited (1)(a) UK 100
Company Name Country % Holding
QSP Run Away Limited (1)(a) UK 100
QSP Tenby Limited (1)(a) UK 100
QSP TRK Limited (1)(a) UK 100
QSP The Woods Limited (1)(a) UK 100
Quay West Productions Limited (1)(a) UK 100
SDN 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
TGP Critical Limited (1)(a) UK 100
The Addressable Platform Limited UK 100
The Garden Productions Limited (1)(a) UK 100
TwoFour Broadcast Limited (2)(a) UK 100
TwoFour Group Holdings Limited (1)(a) UK 100
TwoFour Group Limited (2)(a) UK 100
Unforgotten Productions Limited (3)(a) UK 100
UTV Limited (20)(a) UK 100
UTV Pension Scheme Limited (20)(a) UK 100
World of Sport Wrestling Limited (1)(a) UK 100
World Productions Limited (1)(a) UK 100
WP Delia Limited (1)(a) UK 100
WP Diplomat Limited (1)(a) UK 100
WP Fifteen Limited (1)(a) UK 100
WP Karen Pirie Limited (1)(a) UK 100
WP Lockerbie Limited (1)(a) UK 100
WP Malpractice Limited (1)(a) UK 100
WP Sutherland Limited (1)(a) UK 100
WP Showtrial Limited (1)(a) UK 100
WP The Gathering Limited (1)(a) UK 100
WP The Party Limited (72)(a) UK 100
WP The Suspect Limited (1)(a) UK 100
WP Vigil Limited (1)(a) UK 100
Yorkshire Television Limited (1)(a) UK 100
Artist Services Cable Pty Ltd (22)(a) Australia 100
Artist Services Investments Pty Limited (22)(a) Australia 100
Artist Services Productions Pty Ltd (22)(a) Australia 100
Granada Productions Pty Ltd (22)(a) Australia 100
ITV Services Pty Ltd (22)(a) Australia 100
ITV Studios Australia Pty Limited (22)(a) Australia 100
ITV Studios Global Distribution Pty Limited (22)(a) Australia 100
Company Name Country % Holding
Totally Full Frontal Productions Pty Limited (22)(a) Australia 100
ITV Holdings (Cayman) Limited (23)(a) Cayman Islands 100
ITV Studios Denmark Holdings Aps (56)(a) Denmark 100
ITV Studios Denmark ApS (57)(a) Denmark 100
ITV Studios Finland Oy (31)(a) Finland 100
Granada (Fiji) Pte Ltd. (36)(a) Fiji 100
Beaubourg Fiction (37)(a) France 100
ITV Studios France Holdings SAS (49)(a) France 100
ITV Studios TV France (49)(a) France 100
ITV Studios France SAS (49)(a) France 100
Phara Prod International (37)(a) France 100
Tangaro (37)(a) France 100
Tetra Media Studios SAS (37)(a) France 100
TMF Distribution (37)(a) France 100
Bildergarten Entertainment GmbH (41)(a) Germany 100
ITV Studios Germany GmbH (24)(a) Germany 100
ITV Studios Germany Holdings GmbH (24)(a) Germany 100
ITV Studios Germany Fiction GmbH (41)(a) Germany 100
Oystercatcher GmbH (41)(a) Germany 100
Windlight Pictures GmbH (35)(a) Germany 100
Elecrent Insurance Limited* (17)(a) Guernsey 100
ITV Studios Global Distribution (Hong Kong) Limited
(44)(a) Hong Kong 100
Talpa China Limited (43)(a) Hong Kong 100
Cattleya International Srl (30)(a) Italy 100
Cattleya Srl (30)(a) Italy 100
Think Cattleya Srl (30)(a) Italy 100
Channel Television Limited (18)(a) Jersey 100
ITV London Properties Limited (19)(a) Jersey 100
ITV Properties (Jersey) Limited (19)(a) Jersey 100
Global Music & Talent Agency B.V. (32)(a) Netherlands 100
ITV (Europe) Holdings B.V.* (32)(a) Netherlands 100
ITV Studios Global Entertainment B.V. (32)(a) Netherlands 100
ITV Studios Holding B.V. (32)(a) Netherlands 100
ITV Studios Netherlands B.V. (33)(a) Netherlands 100
ITV Studios Netherlands Content B.V. (33)(a) Netherlands 100
ITV Studios Netherlands Drama B.V. (34)(a) Netherlands 100
ITV Studios Netherlands Holding B.V. (34)(a) Netherlands 100
ITV Studios Norway AS (54)(a) Norway 100
ITV GE (Asia) Pte Limited (59)(a) Singapore 100
Cattleya Producciones SL (30)(a) Spain 100
ITV plc Annual Report and Accounts 2025 191
Strategic Report Governance Financial Statements
Company Name Country % Holding
ITV Studios Iberia SL (70)(a) Spain 100
ITV Studios Iberia Holdings SL (71)(a) Spain 100
ITV Studios Netherlands Servicios SL (63)(a) Spain 100
ITV Studios Spain SL (60)(a) Spain 100
ITV Studios Scandinavia Holdings AB (45)(a) Sweden 100
ITV Studios Sweden AB (45)(a) Sweden 100
ITV Studios Sweden Drama AB (45)(a) Sweden 100
ITV Studios Germany GmbH, Köln,
Zweigniederlassung Zürich (46)(m) Switzerland 100
Maximum Media Production FZ-LLC (48)(a) UAE 100
ITV Studios Arabia Holding Ltd (48)(a) UAE 100
ITV Studios Middle East FZ-LLC (48)(a) UAE 100
ALB1819 Productions Inc. (25)(j) USA 100
Carlton Media Company, Inc. (25)(j) USA 100
Cranktown Productions Inc. (25)(j) USA 100
Critical Productions Inc (25)(j) USA 100
Electric Farm Entertainment Holdings Inc. (25)(j) USA 100
Feeding Time Productions, LLC (29)(h) USA 100
Feeling Flush Productions Inc (25) (j) USA 100
Fourth State Productions Inc (25) (j) USA 100
Gear Shop Inc. (25)(j) USA 100
Got A Text Inc. (25)(j) USA 100
Granada Cracker US Productions (27)(j) USA 100
Granada Television International, Inc. (25)(j) USA 100
Grafting 101, Inc. (25)(j) USA 100
Gurney Productions, LLC (27)(h) USA 100
GWC Enterprises Inc. (25)(j) USA 100
Hamdon Entertainment, Inc. (25)(j) USA 100
High Noon Group, LLC (25)(h) USA 100
High Noon Productions, LLC (25)(h) USA 100
ITC Distribution, LLC (25)(h) USA 100
ITC Entertainment Group, Inc (25)(j) USA 100
ITC Films, LLC (25)(h) USA 100
ITC Productions, LLC (25)(h) USA 100
ITV America Inc. (25)(j) USA 100
ITV Bedrock Holding, Inc. (25)(j) USA 100
ITV Believe Holding, Inc. (25)(j) USA 100
ITV Blumhouse Holding Inc (25)(j) USA 100
ITV Diga Holding, Inc (25)(j) USA 100
ITV Entertainment Services Inc. ( 25)(j) USA 100
ITV Studios Global Distribution, Inc.(25)(j) USA 100
Company Name Country % Holding
ITV Gurney Holding Inc. (25)(j) USA 100
ITV HN Holding Inc. (25)(j) USA 100
ITV International Corporation (25)(j) USA 100
ITV Leftfield Holding Inc. (25)(j) USA 100
ITV New Form Holding Inc. (25)(j) USA 100
ITV NewTV Holding Inc. (25)(j) USA 100
ITV Popco Holding Inc. (25)(j) USA 100
ITV Southpoint Holding Inc (25)(j) USA 100
ITV Studios America Inc. (25)(j) USA 100
ITV Studios, Inc. (27)(j) USA 100
ITV Studios The Voice USA, Inc. (27)(j) USA 100
ITV SVOD Holding Inc. (25)(j) USA 100
ITV Thinkfactory Holding Inc. (25)(j) USA 100
ITV Tomorrow Holding, Inc. (25)(j) USA 100
ITV US Holdings, Inc. (25)(j) USA 100
JB Entertainment Holding Company, Inc. (25)(j) USA 100
Kirkstall Road Enterprises, Inc. (25)(j) USA 100
Krewed Inc (25)(j) USA 100
Leftfield Entertainment, LLC (25)(h) USA 100
Leftfield Pictures of NY Holdings, LLC (25)(h) USA 100
Leftfield Pictures of NY, LLC (25)(h) USA 100
Leftfield Ventures, LLC (25)(h) USA 100
Loud Television, LLC (25)(h) USA 100
LWT Enterprises Inc. (25)(j) USA 100
Marriage Boot Camp Reality Stars, LLC (25)(h) USA 100
Moving Pictures Services Inc. (25)(j) USA 100
Outpost Entertainment LLC, (25)(h) USA 100
Over the Pond Productions, Inc. (25)(j) USA 100
Poison Pen Studios Inc. (25)(j) USA 100
Post 460 Inc (25)(j) USA 100
Quay Street Enterprises, Inc. (25)(j) USA 100
Sandia Pictures Inc (25)(j) USA 100
Sirens Media, LLC (25)(h) USA 100
Solowe Productions Inc (25)(j) USA 100
Southbank Studios Inc. (25)(j) USA 100
Southsquare Productions Inc. (25)(j) USA 100
The Casting Hive Inc. (25)(j) USA 100
Thinkfactory Group, LLC (25)(h) USA 100
Thinkfactory Media, LLC (25)(h) USA 100
Upper Ground Enterprises, Inc. (25))(j) USA 100
OTHER SUBSIDIARIES, JOINT VENTURES,
ASSOCIATES AND OTHER SIGNIFICANT HOLDINGS
Company Name Country % Holding
Absolutely Rights Limited (5)(f) UK 20
That Mitchell and Webb Company Limited (6)(a) UK 20
BARB Audiences Limited (61)(i) UK 20.6
Live Tech Games Limited (60)(a)(e) UK 21.21
Route 24 Limited (13)(a) UK 24.9
DTV Services Limited (10)(a) UK 25
Koska Limited (39)(a) UK 25
South Shore Productions Limited (40) (a) UK 25
Wolf TV Limited (1)(a) UK 25.5
Thinkbox TV Limited (12)(a) UK 25
Alconleigh Productions Limited (1)(a) UK 29.58
Clearcast Limited (8)(a) UK 30
Independent Television News Limited (11)(a) UK 40
Malacara Limited (4)(a) UK 49
British Film-Makers Limited (1)(a) UK 50
Digital 3 and 4 Limited (9)(a) UK 50
Noho Film and Television Limited (14)(a) UK 50
Standard Music Limited (15)(a) UK 50
Tell Me Everything Limited (14)(a) UK 50
Hartswood Films Limited (1)(a) UK 51
A Number 10 Production Limited (1)(a) UK 51
Count Dracula Ltd (1)(a) UK 51
Douglas is Cancelled Limited (1)(a) UK 51
Hartswood Television Limited (1)(a) UK 51
Inside Man Limited (1)(a) UK 51
Sherlock TV Limited (1)(a) UK 51
The Devil’s Hour Limited (1)(a) UK 51
Moonage Pictures Limited (1)(a) UK 58
Moonage Pictures (Project IV) Limited (1)(a) UK 58
Moonage Pictures (Intergalactic) Limited (1)(a) UK 58
Moonage Pictures (The Five) Limited (1)(a) UK 58
Moonage Pictures (The Five 2) Ltd (1)(a) UK 58
Moonage Pictures (Good Girl) Limited (1)(a) UK 58
Moonage Pictures (The Gentlemen 2) Ltd (1)(a) UK 58
Moonage Pictures (The Gentlemen) Limited (1)(a) UK 58
Moonage Pictures (GG2) Limited (1)(a) UK 58
Eagle Eye Bookish Limited (1)(a) UK 62.5
Subsidiary Undertakings and Investments continued
ITV plc Annual Report and Accounts 2025192
Company Name Country % Holding
Eagle Eye Bookish 2 Limited (1)(a) UK 62.5
Eagle Eye BWD2 Limited (1)(a) UK 62.5
Eagle Eye Drama Limited (1)(a) UK 62.5
Eagle Eye HP Limited (1)(a) UK 62.5
Eagle Eye HP2 Limited (1)(a) UK 62.5
Eagle Eye HP3 Limited (1)(a) UK 62.5
Eagle Eye Patience 2 Limited (1)(a) UK 62.5
Eagle Eye Patience Series Limited (1)(a) UK 62.5
Eagle Eye Patience Ltd (1)(a) UK 62.5
Eagle Eye Production Beta Ltd (1)(a) UK 62.5
Eagle Eye Professor T Limited (1)(a) UK 62.5
Eagle Eye PT3 Limited (1)(a) UK 62.5
Eagle Eye PT4 Limited (1)(a) UK 62.5
Eagle Eye PT5 Limited (1)(a) UK 62.5
Eagle Eye QBBOT Limited (1)(a) UK 62.5
Eagle Eye S2 Limited (1)(a) UK 62.5
Eagle Eye Winter Limited (1)(a) UK 62.5
Eagle Eye TCND Limited (1)(a) UK 62.5
Eagle Eye TCNDS2 Limited (1)(a) UK 62.5
Eagle Eye TFM Limited (1)(a) UK 62.5
Escapade Bidco Limited (1)(a) UK 80.8
Plimsoll Productions Limited (1)(a) UK 80.8
Plimsoll International Ltd (1)(a) UK 80.8
PP Brunel Productions Limited (1)(a) UK 80.8
PP More Productions Limited (1)(a) UK 80.8
PP Shandan Productions Limited (1)(a) UK 80.8
Year on Earth Productions Ltd (1)(a) UK 80.8
Titan Productions Ltd (1)(a) UK 80.8
Magnify Content Media Ltd (1)(a) UK 80.8
Lingo Pictures Pty Ltd (22)(a) Australia 51
Lingo Platinum Productions Pty Ltd (22)(a) Australia 51
Prosper Productions Pty Ltd (22)(a) Australia 51
Happy Duck Films BV (64)(a) Belgium 31.9
Apple Tree Productions ApS (58)(a) Denmark 51
Gedesel (38)(a) France 50
SCI MD 60 (37)(a) France 50
Macondo Productions Audiovisuels (37)(a) France 51
Good Cop (37)(a) France 56.01
Eldorado Fiction (37)(a) France 62.4
Beaubourg Stories (37)(a) France 95
Company Name Country % Holding
Colette Productions (37)(a) France 80
Shoot Again Productions (37)(a) France 95
Beaubourg Audiovisual (37)(a) France 95
Moontrip S.r.l (30) (a) Italy 60
Kickout Film Srl (30)(a) Italy 80
Plano a Plano Productora Cine y Television S.L (67)(a) Spain 51%
Mentes Sospechosas S.L.U. (67)(a) Spain 51%
PAP Producciones, S.L. (67)(a) Spain 51%
Plano a Plano Canarias, S.L.U. (66)(a) Spain 51%
Plano a Plano Bilbao, S.L.U. (65)(a) Spain 51%
Un Cuento Perfecto, S.L. (67)(a) Spain 51%
Spassk 99, A.I.E. (65)(a) Spain 50.49
Cicatriz La Serie, A.I.E. (68)(a) Spain 50.5%
Innato La Serie, A.I.E (69)(a) Spain 50.5%
Oscuridad 2021, A.I.E. (67)(a) Spain 35.7
Appletree Productions AB (45)(a) Sweden 51
Bedrock Entertainment LLC (25)(h) USA 60
Southrock Productions LLC (25)(h) USA 60
Circle of Confusion Television Studios LLC (25)(h) USA 51
South Circle Productions LLC (25)(h) USA 51
Jaffe/Braunstein Entertainment, LLC (26)(h) USA 51
Big Return Productions LLC (25)(h) USA 52.5
Tomorrow Friends LLC (25)(h) USA 52.5
Work Friends LLC (25)(h) USA 52.5
Bertha Productions LLC (25)(h) USA 70
Tomorrow Studios LLC (25)(h) USA 70
Next Steps Productions, LLC (25)(h) USA 70
Plimsoll Productions USA, Inc (25)(j) USA 80.8
Yellow Productions USA, Inc (25)(j) USA 80.8
MEMBERSHIPS, PARTNERSHIPS AND COMPANIES
Company Name Country % Holding
ITV Network Limited (1)(i) UK 100
ITV LTVC Scottish Limited Partnership (52)(h)** UK 100
ITV Scottish Limited Partnership (52)(h)** UK 100
Producers Rights Agency Limited (50)(i) UK 50
DTT Multiplex Operators Limited (51)(i) UK 25
Everyone TV Limited (10)(i) UK 25
Futureflip Entertainment India LLP (53)(h) India 100
The Lab Television 2013 Limited Partnership (47)(a) Israel 50
The Lab Television Limited (47)(a) Israel 50
ITV plc Annual Report and Accounts 2025 193
Strategic Report Governance Financial Statements
ADDRESS KEY
(1) ITV White City, 201 Wood Lane, London W12 7RU, United Kingdom
(2) Twofour Studios, Estover, Plymouth, Devon, PL6 7RG, United Kingdom
(3) Kingsbourne House, 229–231 High Holborn, London, WC1V 7DA,
United Kingdom
(4) Gloworks, Porth Teigr Way, Cardiff, Wales, CF10 4GA, United Kingdom
(5) 18 The Glasshouse Studios, Fryern Court Road, Fordingbridge,
Hampshire, SP6 1NG, United Kingdom
(6) 26 Nassau Street, London, W1W 7AQ, United Kingdom
(7) Orange Tower, Media City UK, Salford M50 2HF
(8) 4 Roger Street, 2nd Floor, London, WC1X 2JX, United Kingdom
(9) 124 Horseferry Road, London, SW1P 2TX, United Kingdom
(10) Tryptych Bankside, 6th Floor, 185 Park Street, London, SE1 9SH
(11) 200 Gray’s Inn Road, London, WC1X 8HF, United Kingdom
(12) Holborn Gate 326-330 High Holborn, London, WC1V 7PP
(13) 124 Finchley Road, London, NW3 5JS
(14) 5 Elstree Gate Elstree Way Borehamwood Hertfordshire WD6 1JD
(15) Roundhouse, 212 Regent’s Park Road, London, NW1 8AW, United Kingdom
(16) Quartermile One, 15 Lauriston Place, Edinburgh, Scotland, EH3 9EP,
United Kingdom
(17) PO Box 230, Heritage Hall, Le Merchant Street, St Peter Port,
Guernsey, GY1 4JH
(18) Le Capelain House, Castle Quay, St. Helier, JE2 3EH, Jersey
(19) Ogier House, The Esplanade, St. Helier, JE4 9WG, Jersey
(20) City Quays 2, 8th Floor, 2 Clarendon Road, Belfast, BT1 3YD,
United Kingdom
(21) Office 306, Forsyth House, Cromac Square, Belfast, Northern
Ireland, BT2 8LA, United Kingdom
(22) Level 4, 19 Harris Street Pyrmont NSW 2009
(23) Ocorian Trust (Cayman) Limited, Windward 3, Regatta Office Park,
PO Box 1350, Grand Cayman KY1-1108, Cayman Islands
(24) Agrippastraße, 87-93, 50676, Köln, Germany
(25) The Corporation Trust Company, Corporate Trust Center, 1209
Orange Street, Wilmington, Newcastle, DE 19801, USA
(26) 321 Southern Beverly Drive, Suite M, Beverly Hills, CA 90212, USA
(27) C T Corporation System, 330 N Brand Blvd, STE 700, Glendale, CA,
91203-2336 USA
(29) CT Corporation System, 3867 Plaza Tower Drive East Baton Rouge
Parish, Baton Rouge, LA 70816, USA
(30) Piazzale Valerio Massimo, 7, 00162, Roma, Italy
(31) Hämeentie 15A, 00500 Helsinki, Finland
(32) Familie de Mollaan 1, 1217 ZB, Hilversum, Netherlands
(33) Koos Postemalaan 8, 1217 ZC, Hilversum, Netherlands
(34) Haarlemmer Houttuinen, 21 1013 GL, Amsterdam, Netherlands
(35) Rumfordstrasse 21a, Munchen, 80469, Germany
(36) Level 3, Pacific House, Butt Street. Suva, Fiji
(37) 60 rue Marcel Dassault, 92100, Boulogne-Billancourt, France
(38) 4 rue de Commaille, 75007, Paris, France
(39) Europa House, Goldstone Villas, Hove, Sussex BN3 3RQ
(40) 210 High Holborn, London, England, WC1V 7HD
(41) Genthiner Strasse 5, 10785 Berlin, Germany
(42) 16 Haarbaa St, Tel Aviv 6473916, Israel
(43) 11/F, Unit B, Winbase Centre, 208 Queen’s Road Central,
Sheung Wan, Hong Kong
(44) Rooms 517–520, 5th Floor, Sun Hung Kai Centre, 30 Harbour Road,
Wan Chai, Hong Kong
(45) Soder Malarstrand 65, 11825, Stockholm, Sweden
(46) Scharenmoosstrasse 105, 8052, Zurich, Switzerland
(47) 23 Habarzel Street, Tel Aviv, 69710, Israel
(48) Building 2, Dubai Media City, Dubai, UAE
(49) 12 boulevard des Iles, 92130 Issy-les-Moulineaux, Paris, France
(50) Fitzrovia House, (3rd Floor), 153-157 Cleveland Street, London,
W1T 6QW, United Kingdom
(51) Triptych Bankside, 6th Floor, 185 Park Street, London, SE1 9SH
(52) C/O Dentons Uk and Middle East LLP First Floor, 9 Haymarket
Square Edinburgh Surrey EH3 8RY
(53) #1302, Tower-3, Indiabulls Finance Centre, Senapati Bapat Road,
Elphinstone Road (West), Mumbai, Mumbai City, Maharashtra
40013, India
(54) Lars Hilles Gate 30, 5008, Bergan, Norway
(56) DLA Piper Denmark, Radhuspladsen 4, 1550 Kobenhavn V, Denmark
(57) Finsensvej 6E, 2000, Frederiksberg, Denmark
(58) Aumento Advokatfirma, Ny Osteragde 3,4, 1101, Kobenhavn,
Denmark
(59) 101c Telok Ayer Street, Singapore 068574
(60) Calle Velaquaz 18, 6-D, 28001 Madrid, Spain
(61) 4th Floor 114 St. Martin’s Lane, London, WC2N 4BE
(62) 111 S&W Partners, Eq, 4th Floor, 111 Victoria Street, Bristol BS1 6AX
(63) Calle Puccini 3, San Bartolome de Tirajana, 35109 Las Palmas,
Gran Canaria, Spain
(64) Schalignhoevedreef 20D, 2800 Mechelen, Belgium
(65) Calle Ercilla, no. 17, 2º, 48009 Bilbao, Spain
(66) Calle Imeldo Seris, no. 108, 5ºD, 38203, Santa Cruz de Tenerife,
Tenerife,Islas Canarias
(67) San Sebastian de Los Reyes, calle Lanzarote, 12, 2A, 1, Madrid, Spain
(68) Calle Colón de Larreategui, no. 3, 4ºA, 48001 Bilbao, Spain
(69) Calle San Prudencio, no 6, 3º, 01005, (Vitoria-Gasteiz), Álava, Spain
(70) Calle Ferraz 78, 3º Derecha, 28008-Madrid, Spain
(71) Calle Vizcaya, 12, 5a Planta, 28045, Madrid, Spain
(72) 28-29 Aberdare House, Mount Stuart Square, Cardiff, England and
Wales, United Kingdom, CF10 5EF
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
* 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
Subsidiary Undertakings and Investments continued
ITV plc Annual Report and Accounts 2025194
Glossa ry
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
apersonal 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
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
asubscription such as the Freeview or
Freesatservices
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
tosell to advertisers
Impact or Commercial Impact –
one Commercial Impact is defined as
one viewer watching one 30-second
television commercial
ITV Family – ITV Family includes ITV, ITV2,
ITV3, ITV4, ITV Quiz (which was previously
ITVBe), and associated ‘HD’ and ‘+1’ channels
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
itispresented on
Net Advertising Revenue (NAR) – the
amount of money received by a broadcaster
as payment for television spot advertising
netof 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
ITVprogramming content are referred to
asminority revenues
Ofcom – communications regulator in
theUKwho 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
Simulcast viewing – viewing live TV channels
via a broadcaster’s streaming service such
asITVX, at the same time as broadcast on
linear TV
Spot advertising – linear television
advertising occupying a short break during
orbetween programmes
Streaming service – online provider
of unlimited, on-demand streaming of
contentsuch as TV shows, films and original
programming over the internet to a TV,
computer, or mobile device
Subscribers – users of ITVX’s premium tier.
It includes those who pay ITV directly, pay
via a third-party (such as Amazon Prime
Video Channels) or an operator, and free
trialists. Prior to the closure in 2024, it also
included subscribers to the BritBox UK service
on Amazon Prime Video Channels along with
the BritBox UK standalone app.
Subscription streaming service –
a paid-for, subscription streaming service
available tosubscribers on demand but
fora fee e.g.ITVXpremium
Total Advertising Revenue (TAR) – this
includes ITV Family NAR, advertising via ITVX,
programme sponsorship revenue andother
affiliated advertising revenue streams
YouView – a joint venture (with the
BBC,Channel 4, Channel 5, BT, TalkTalk,
andArqiva) to operate and promote a
hybrid television platform combining
Freeview channels with catch up and
on-demand service
ITV plc Annual Report and Accounts 2025 195
Strategic Report Governance Financial Statements
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