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principal accounting policies are summarised below.
All of these have been applied consistently throughout
the year and the preceding year.
a)
Basis of accounting
The financial statements
have been prepared under the historical cost convention,
modified to include the revaluation of certain investments,
and in accordance with applicable financial reporting
and accounting standards.
b)
Basis of consolidation
The Group financial statements
consolidate the financial statements of the Company
and all of its subsidiary undertakings. All companies
are consolidated using acquisition accounting and all
inter-company balances and transactions have been eliminated
on consolidation.
The Group maintains a
52 or 53 week fiscal year ending on the Sunday nearest
to 30 June in each year. In fiscal year 2003 this date
was 29 June 2003, this being a 52 week year (2002: 30
June 2002, 52 week year).
The Company has taken
advantage of the exemption in section 230 of the Companies
Act 1985 not to present its own profit and loss account.
The Company’s result for the financial year determined
in accordance with the Act is disclosed in note 24.
c)
Acquisitions
On the acquisition of
a business, fair values are attributed to the Group’s
share of separable net assets acquired. Adjustments
are also made to bring the accounting policies into
line with those of the Group. Where statutory merger
relief is applicable, the difference between the fair
value of the shares issued as purchase consideration
and the nominal value of the shares issued as purchase
consideration is treated as a merger reserve in the
consolidated accounts. The results and cash flows relating
to an acquired business are included in the consolidated
profit and loss account and the consolidated cash flow
statement from the date of acquisition.
On disposal or closure
of a previously acquired business, any goodwill previously
written off to reserves will be included in calculating
the profit or loss on disposal.
d)
Goodwill and other intangible assets
Where the cost of acquisition
exceeds the fair values attributable to the net assets
acquired, the difference is treated as purchased goodwill
and capitalised on the Group balance sheet in the year
of acquisition. Purchased goodwill arising on acquisitions
from 1 July 1998 is capitalised. Prior to 1 July 1998,
goodwill arising on acquisitions was eliminated against
reserves. As permitted by FRS 10, this goodwill has
not been restated on the balance sheet.
Other intangible assets,
all of which have been acquired, which are controlled
through custody or legal rights and could be sold separately
from the rest of the business, are capitalised where
fair value can be reliably measured.
Where capitalised goodwill
and intangible assets are regarded as having a limited
useful economic life, the cost is amortised on a straight-line
basis over that life of up to 20 years. Impairment reviews
are carried out to ensure that goodwill and intangible
assets are not carried at above their recoverable amounts.
Any amortisation or impairment write-downs are charged
to the profit and loss account.
e)
Interests in joint ventures
Joint ventures are entities
in which the Group holds a long-term interest and shares
control under a contractual arrangement. These investments
are dealt with by the gross equity method of accounting.
Provision is made within creditors where the Group’s
share of a joint venture’s loss exceeds the Group’s
funding to date.
f)
Fixed asset investments
In the Company’s
financial statements, investments in subsidiary undertakings
are stated at cost, with the exception of the investment
in Sky Television Limited (“Sky”) which
is stated at valuation. Provision is made for any impairment.
In the Company’s
balance sheet, where statutory merger relief is applicable,
the cost is measured by reference to the nominal value
only of the shares issued. Any premium is not recognised.
The Company’s shares
held by the ESOP are included in the consolidated balance
sheet as fixed asset investments until such time as
the interest in the shares is transferred unconditionally
to the employees. Provision is made for any permanent
diminution in the value of shares held by the ESOP.
A charge is made in the
profit and loss account in relation to the shares held
by the ESOP for awards under the Long-Term Incentive
Plan (“LTIP”), the Key Contributor Plan
(“KCP”) and the Equity Bonus Plan (“EBP”)
based on an assessment of the probability of the performance
criteria under the LTIP, KCP and EBP being met. The
charge is allocated on a straight-line basis over the
vesting periods of the LTIP, KCP and EBP.
The Group’s other
fixed asset investments are stated at cost, less any
provision for permanent diminution in value.
g)
Tangible fixed assets
Tangible fixed assets
are stated at cost, net of accumulated depreciation
and any provision for impairment. Land and assets in
the course of construction are not depreciated.
Depreciation is provided
to write off the cost, less estimated residual value,
of each asset on a straight-line basis over its estimated
useful life. Principal annual rates used for this purpose
are:
 |
| Freehold
buildings |
4% |
| Leasehold
improvements |
Lower
of lease period or life of the asset |
| Equipment,
fixtures and fittings: |
| –
Fixtures and fittings |
10%
– 20% |
| –
Computer equipment |
20%
– 331/3% |
| –
Technical equipment |
10%
– 20% |
| –
Motor vehicles |
25% |
 |
h)
Impairment of fixed assets and goodwill
Intangible fixed assets,
goodwill and tangible fixed assets are reviewed for
impairment if events or circumstances indicate that
the carrying value may not be recoverable. Goodwill
and intangible fixed assets are also reviewed for impairment
at the end of the first full financial year after acquisition.
Should an impairment review be required, this is performed
in accordance with FRS 11 – Impairment of fixed
assets and goodwill.
i)
Stocks
Television programme rights
Programme rights are stated at cost (including, where
applicable, estimated escalation payments) less accumulated
amortisation. Provisions are made for any programme
rights which are surplus to Group requirements or which
will not be shown for any other reason.
Contractual obligations
for programme rights not yet available for transmission
are not included in the cost of programme rights, but
are disclosed as contractual commitments (see note 25).
Payments made upon receipt of commissioned and acquired
programming, but in advance of the legal right to broadcast
the programmes, are treated as prepayments.
Acquired and commissioned
programme rights are recorded in stock at cost when
the programmes are available for transmission.
Amortisation is provided
to write off the cost of acquired and commissioned programme
rights as follows:
Sports
– 100% on first
showing, or where contracts provide for sports rights
for multiple seasons or competitions, the amortisation
of each contract is based on anticipated revenue.
Current
affairs –
100% on first showing.
General
entertainment –
straight-line basis on each transmission at the following
rates:
– One showing planned – 100%
– Two showings planned – 60%; 40%
– Three showings planned – 50%; 30%; 20%
– Four showings planned – 40%; 30%; 20%;
10%
Movies
– Acquired movies
are amortised on a straight-line basis over the period
of transmission rights. Where acquired movie rights
provide for a second availability window, 10% of the
cost is allocated to that window. Own movie productions
are amortised in line with anticipated revenue over
a maximum of five years.
Set-top
boxes and related equipment
Set-top boxes and related equipment include digital
set-top boxes, Low Noise Blockers (“LNBs”)
and mini-dishes. These stocks are valued at the lower
of cost and Net Realisable Value (“NRV”)
(which reflects the value to the business of the set-top
box and the related equipment in the hands of the customer).
Any subsidy is expensed on enablement, which is the
process of activating the viewing card once inserted
in the set-top box upon installation, so as to enable
a viewer to view encrypted broadcast services, and effectively
represents the completion of the installation process
for new subscribers.
Raw materials, consumables
and goods held for resale
Raw materials, consumables and goods held for resale
are valued at the lower of cost and NRV.
j)
Transponder rentals
Payments made in advance
to secure satellite capacity have been recorded as prepaid
transponder rentals. These payments are amortised on
a straight-line basis to the profit and loss account
from commencement of broadcasting to the end of the
rental period, normally 10 years.
k)
Taxation
Corporation tax payable
is provided at current rates on all taxable profits.
l)
Deferred taxation
Deferred tax is recognised
in respect of timing differences that have originated
but not reversed at the balance sheet date, where transactions
or events that result in an obligation to pay more tax
in the future or a right to pay less tax in the future
have occurred at the balance sheet date.
A net deferred tax asset
is regarded as recoverable and therefore recognised
only when, on the basis of all available evidence, it
can be regarded as more likely than not that there will
be suitable taxable profits against which carried forward
tax losses can be offset and from which the future reversal
of underlying timing differences can be deducted.
Deferred tax is measured
at the average tax rates that are expected to apply
in the periods in which the timing differences are expected
to reverse, based on tax rates and laws that have been
enacted or substantively enacted by the balance sheet
date. Deferred tax is measured on a non-discounted basis.
m)
Foreign currency
Trading activities denominated
in foreign currencies are recorded in sterling at actual
exchange rates as of the date of the transaction or
at the contracted rate if the transaction is covered
by a forward foreign exchange contract or other hedging
instrument. Monetary assets, liabilities and commitments
denominated in foreign currencies at the year end are
reported at the rates of exchange prevailing at the
year end or, if hedged, at the appropriate hedged rate.
The results of overseas
subsidiaries and joint ventures are translated at the
average rates of exchange during the period and the
balance sheet is translated at the rates ruling at the
balance sheet date. Exchange differences arising on
translation of the opening net assets and results of
the overseas subsidiaries and joint ventures and on
foreign currency borrowings, to the extent that they
hedge the Group’s investment in these operations,
are dealt with through reserves.
n)
Derivatives and other financial instruments
The Group uses a limited
number of derivative financial instruments to hedge
its exposures to fluctuations in interest and foreign
exchange rates. Instruments accounted for as hedges
are structured so as to reduce the market risk associated
with the underlying transaction being hedged and are
designated as a hedge at the inception of the contract.
Receipts and payments on interest rate instruments are
recognised on an accruals basis, over the life of the
instrument. Gains and losses on instruments used for
hedging are not recognised until the hedged position
is recognised.
Cash flows associated
with derivative financial instruments are classified
in the cash flow statement in a manner consistent with
those of the underlying transactions being hedged. If
an instrument ceases to be accounted for as a hedge,
for example, by the underlying hedged position being
eliminated, the instrument is marked to market and any
resulting gain or loss is recognised in the profit and
loss account.
The Group does not hold
or issue derivative financial instruments for speculative
purposes.
o)
Turnover
Turnover, which excludes
value added tax and sales between Group companies, represents
the value of products and services sold. The Group’s
main sources of turnover are recognised as follows:
– Revenues from the provision of direct-to-home
(“DTH”) subscription services are recognised
as the services are provided. Pay-per-view revenue is
recognised when the event, movie or football match is
viewed.
– Cable revenue is recognised as the services
are provided to the cable wholesalers and is based on
the number of subscribers taking the Sky channels as
reported to the Group by the cable companies and the
applicable rate card.
– Advertising sales revenues are recognised when
the advertising is broadcast.
– Interactive turnover includes income from betting
and gaming, on-line advertising, internet, e-commerce,
interconnect, text services and set-top box subsidy
recovery revenues from conditional access and access
control customers on the Sky digital platform. Betting
and gaming revenues represent: a) amounts receivable
in respect of bets placed on events which occur in the
year; and b) net customer losses in the year in respect
of the on-line casino operations. All other Interactive
revenues are recognised when the goods or services are
delivered.
– Other revenue principally includes income from
installations (net of any discount), service call revenue,
warranty revenue, marketing contributions from third
party channels, conditional access fees and access control
fees. Other revenues are recognised, net of any discount
given, when the relevant service has been provided.
p)
Pension costs
The Group provides pensions
to eligible employees through the BSkyB Pension Plan
which is a defined contribution scheme. The amount charged
to the profit and loss account in the year represents
the cost of contributions payable by the Group to the
scheme in that year. The assets of the BSkyB Pension
Plan are held independently of the Group.
q)
Leases
Assets held under finance
leases are treated as tangible fixed assets. Depreciation
is provided over the shorter of the lease term and the
asset’s useful economic life, and the deemed capital
element of future rentals is included within creditors.
Deemed interest is charged as interest payable over
the period of the lease.
The rental costs arising
from operating leases are charged to the profit and
loss account in the year in which they are incurred.
r)
EBITDA
EBITDA (earnings before
interest, taxation, depreciation and amortisation) is
calculated as operating profit before depreciation and
amortisation or impairment of goodwill and intangible
fixed assets.
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