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SKY 2018 Annual Report

Annual Report19 September 2018SKTCommunication Services

A
SKY NETWORK TELEVISION LIMITED

Annual Report 2018

REachINg

EVERY KIWI

NEaR

FaR

FaR

WIDE
© www.photosport.nz

Our goal at SKY is to deliver world
class sport and entertainment to all

New Zealanders in ways that work

for them.

We are focused on understanding our customers’ needs

and preferences, and matching our products to them.

And we mean all New Zealanders. From Cape Reinga to

Bluff. And the Chathams, and Stewart Island...

From watching the sport they love with mates on their

trusty MY SKY, to catching the latest episode of their

favourite show on the go. They all have specific tastes

and ways they like to watch content.

Our strategy is about delivering personalised viewing

experiences that enrich our customers’ lives – making

sure they always have something great to watch.

Internet or no internet, we have New Zealand covered.

04SKY Network Television Limited

CONTENTS
Year in review

Chairman’s Letter 06

Chief Executive’s Letter 08

Board of Directors 32

Our Channels 34

2018 Financials

Financial Overview 38

Financial Trends 42

Directors’ Responsibility Statement 44

Consolidated Statement of Comprehensive Income 45

Consolidated Balance Sheet 46

Consolidated Statement of Changes in Equity 47

Consolidated Statement of Cash Flows 48

Notes to the Consolidated Financial Statements 49

Independent Auditor’s Report 76

Other Information

Corporate Governance 80

Interests Register 83

Company and Bondholder Information 85

Waivers and Information 90

Share Market and Other Information 91

Directory 92

OUR STRATEGY

Enrich our customers’ lives with

Exclusive world class sport 12

Exclusive world class entertainment 18

Through

Understanding our customers 24

Broadening our technology platform 26

People and community 28

05Annual Report 2018

SKY is building up a strong suite of online
products to meet the needs of all

New Zealanders, both now and in the

future, while continuing to deliver to our

core customer base, particularly those

who don’t yet have access to fast internet.

It’s a careful balance, but strategically

important. Our sport partners know they

can rely on SKY to deliver their content to all

of their New Zealand fans, in ways that work

for each individual. They know SKY won’t

leave any fan behind.

That is why we have made such a significant

investment in the satellite for over 20 years,

to ensure we have a robust and reliable

platform. Delivering live sport to our nation

of rugby, netball, cricket, league, golf, tennis,

football and motorsport fans is a responsibility

we do not take lightly.

There is no question that our industry is

evolving into a world where internet delivery

of content will dominate, and we are well

placed to transition with it. SKY’s investment

in the Infinite Video Platform will allow us to

offer a viewing experience that is dramatically

different to today, for those customers who

want it – and we are on track to deliver new

products in the first half of 2019. They will

join our existing online products like NEON

and FAN PASS, providing SKY’s great

content to New Zealanders in ways and

at price points that work for different

customer segments.

These developments are timely, as the

market continues to be highly competitive.

Viewing habits have changed and continue

to evolve, and we need to keep responding

to those changes.

I am pleased to report that SKY has

continued to deliver a solid profit while

implementing the strategy. In the financial

year to 30 June 2018, SKY’s underlying net

profit after tax is $119.3 million, an increase

of 2.6% on the previous year.

You will note in the accounts that the SKY

Board has agreed to reduce the carrying

value of SKY’s Goodwill asset from $1.43

billion to $1.07 billion. When that impairment

charge is applied to the 2018 results, there is

a net loss of $240.7 million for the year.

Please note that this is a non-cash charge

that has no impact on SKY’s 2018 cash flows

or any of our bank covenants.

Those of you who have been shareholders

for some years may recall the background

to SKY’s Goodwill asset. It arose on the

merger of Independent Newspapers Ltd

(INL) and SKY back in June 2005, and

reflected the difference between the fair

value of SKY’s assets at the time and the

price that INL shareholders agreed to

exchange their shares in INL for SKY shares.

The SKY Board is required to assess the

fair value of intangible assets at each

reporting period, and this year decided

to impair the asset.

Chairman’s Letter

2018 has been a significant

year for SKY, with the board

and management team

setting and implementing a

transformational strategy

for the business.

SKY Network Television Limited06

The impairment charge reduces the net
book value of SKY equity at 30 June 2018

to $1.03 billion ($2.64/share) compared to

$1.33 billion ($3.41/share) at 30 June 2017.

SKY shares closed at $2.60/share on

29 June 2018.

I note a few other key aspects of the

financial results:

• The Board was pleased to see

management’s focus on cost control,

with $47 million of costs taken out of the

business, offsetting the decline in revenue.

• SKY has 768,000 customers across

satellite and OTT services. In our highly

competitive market, it is worth reflecting

that SKY’s great content is in over 40%

of New Zealand homes. That is significant

penetration by Pay TV company standards

around the world.

• While it will take time for the full effect

of the March pricing and packaging

changes to be seen, there was an

improvement in churn in the second

half of the year compared to the first half.

SKY reported a 46,006 drop in subscribers

to 31 December 2017, and 11,049 in the six

months to 30 June 2018.

• Cash flow from operations is down from

$245 million in FY17 to $214 million, mainly

due to the timing of tax payments of $49

million in FY18 compared with $19 million

in the previous year.

As I advised at the Interim Results in March,

the dividend for the period is 7.5 cents

per share.

During the year debt was reduced from

$299 million to $235 million, and the Board

believes that the company should continue

to reduce debt to have the balance sheet

strength to meet competitive challenges

and to successfully negotiate renewal of

key content deals.

One area of ‘competition’ which is difficult

to address is the ongoing prevalence of

online piracy. Piracy is a threat to everyone

in the content industry, from the actors

and producers of entertainment content,

to sport teams, to distributors of content.

There is no single fix for piracy, but we

continue to seek stronger protection for

our business and rights holders. We have

had some success this year, with the District

Court finding against the promoters of

boxes pre-loaded with Kodi software that

offer access to piracy websites.

In my annual letter I always thank John Fellet

and SKY’s staff and contractors for their

work. This year is particularly poignant,

with John announcing his intention to

retire after 27 years with SKY, including

17 as Chief Executive.

In that time, John has led SKY from a

business with three channels and 125

employees to the multi-platform, highly

profitable company it is today. Innovations

like MY SKY, which revolutionised the way

New Zealanders viewed television, through

to the suite of online products available now

and in development, will be part of his

significant legacy.

The Board and I are grateful for John’s work

and immense contribution to SKY.

I am pleased that John will continue to serve

on the SKY Board once his successor is

appointed. One of John’s key strengths is

his deep knowledge of content and his

relationships with content providers, and

we are fortunate to be able to continue to

access this expertise at the board level.

Thank you for your support as a SKY

shareholder, and I look forward to talking

with you at the AGM.

The AGM will be held on 18 October 2018

at the Sofitel Hotel, 21 Viaduct Harbour

Avenue, Auckland, commencing at 10am.

Peter Macourt

Chairman

OuR SpORT paRTNERS

KNOW ThEY caN RELY

ON SKY TO DELIVER

ThEIR cONTENT

TO aLL OF ThEIR

NEW ZEaLaND FaNS,

IN WaYS ThaT WORK

FOR Each INDIVIDuaL.

Annual Report 201807

The financial statements will present a
financial snapshot of the business. My goal,

as always, is to give you a deeper insight

into your company and the evolving

industry it operates in. I will attempt to do

this in a form that I hope suits the needs

of the individual investor as well as the

institutional one.

Financial year’s results

I am pleased with the results of our latest

financial year. Later in this letter I will dive

deeper into challenging trends in the media

field, but you should know that one of the

key goals of your management team has

been to take costs out of our traditional

pay TV business while continuing to invest,

build and absorb the start-up costs of

our new internet and over-the-top (OTT)

services. And doing it as we battle the

content wars to ensure we have the content

that is most important to New Zealanders.

I believe we are on the right path. Our

underlying profit for the year is $119.3 million

(excluding goodwill impairment), up from

last year’s $116.3 million. While we have seen

declining subscriber numbers and revenues,

we have cut $47 million of operating expenses

out of the business and also lowered our

capital spend by over $20 million.

Subscriber counts

In a seasonal business like SKY it is important

to compare subscriber counts on a

year-on-year basis. For the year ending

30 June 2018 the churn for the satellite

business was 15.4% compared to 15.9%

for the prior period. Churn was better

in part because of the splitting of the

Basic Package into a Starter Pack and an

Entertainment Pack. It will take some time

for the full impact of the changes to be

clear, but we are pleased with a couple

of early indicators. The spin down to the

cheaper Starter tier by existing Basic

Subscribers has been within budget and is

currently at around 10%. The positive benefit

of the move we think will come in years two

and three when new subscribers wanting a

cheaper Basic Package or a cheaper entry

to Sport gradually come aboard.

An unexpected benefit of splitting the Basic

into two packages has been the fact that

the ARPU of new subscribers is only $9.84

lower than the ARPU from customers in the

prior March to June period, meaning that

new subscribers are spending their ‘savings’

on other SKY products such as SoHo and

the SKY Movie Tier.

A year-on-year comparison shows the

subscriber count down 57,055. To give you

more detail, keep in mind that while we are

down 8,583 on NEON subscribers, a year

ago NEON was just starting season 7 of

Game of Thrones which attracted significant

interest. The much-anticipated next season

of Game of Thrones will be back on NEON in

the coming financial year. We also lost 8,269

subscribers as we shut down Fatso, our

online DVD rental service. Another key piece

of context is that last year’s number for FAN

PASS included 4,697 subscribers who could

Chief Executive’s Letter

It is my pleasure

to present to you

my 17th annual

shareholders’ letter.

SKY Network Television Limited08

buy the Sport Tier for one night or
one week, an option we discontinued.

And finally, the net loss figure recognises

our change in strategy of discontinuing

aggressive discount offers which had had

the combined effect of bringing in marginal

customers and at the same time irritating

loyal subscribers.

New strategy to deal with the

new reality

In the last few editions of this letter I have

stressed the fact that media is one of the

most unsettled industries. Let’s go over the

key reasons at play which have caused this.

Historically, the challenge was always to

build a platform big enough in order to

obtain the necessary scale. With the roll

out and acceptance of fast broadband,

getting into the content game has never

been easier. This has allowed any company

from a global tech giant to a niche content

App-based provider to launch a service in

New Zealand.

Competition has also come from non-media

third parties who are starting to give away

or subsidise content in packages with

their normal product in an effort to

“de-commoditize” their traditional offerings.

A few years ago these additional pipelines

into the home would not have mattered

because of a lack of content. We are now

living in the age of ‘peak content’. In 2012

there were 266 English scripted television

series. I predicted that in 2018 that figure

would jump to 534, and we are currently

on track to do so.

And the content itself is evolving. For much

of my life, in the animal kingdom of content,

most programmes fit into four species:

Sport, Movies, TV Series and News/

Documentaries. Over the last 20 years

there have been two important additions.

First there is a subsection of TV Series

of what we call Prestige Drama. Prestige

Drama was created by premium movie

channels like HBO and Showtime in the

United States. Think Sopranos and Sex

and the City. The economic driver for this

evolutionary change was that these

movie channels were finding it harder

to differentiate their channels. Movies had

become more commoditized and formulaic

as Hollywood made fewer of them, and they

tended to focus more on super heroes

or extensions of proven movie franchises

(i.e. Mission Impossible 6).

Prestige Dramas are television series on

steroids. They started about the year 2000.

They have huge budgets, they have the

pick of the best actors, writers and directors.

Today when people are talking about a new

television series they are probably talking

about a Prestige Drama.

The other important new segment is Reality

TV. Be it cooking, dating, dancing or home

remodelling, no matter how mundane the

endeavour is you can make a reality format

out of it. The economic driver for reality TV

has been the Free to Air Television industry.

With their broad reach they can drive

lucrative deals centred on product

placements inside their programmes,

from owners of hardware stores to cooking

ingredients. As an added bonus, instead

of paying actors, most contestants actually

volunteer to participate.

There has also been an evolution in how

content is being consumed. It used to

be that a person’s viewing history could

indicate their age, sex and income levels.

Now you can obtain even more insight on

them based on how they consume their

content. What device do they watch their

programmes on? Do they binge-watch four

episodes in one sitting or do they watch the

latest episode each week on their MY SKY?

Over the years, SKY has attempted to serve

as many customer interests as possible

by adding additional linear channels. In a

perfect world we would have a grab bag

of channels that subscribers could pick

and choose from. The reality is that rights

have not worked that way. Historically,

the suppliers of core channels would not

allow their channel to be added unless SKY

(and every other traditional pay TV platform)

put them on the lowest entry level of Basic.

It was impossible to customise our offering

other than offering a Sport Tier or a Movie

Tier. Each linear channel cost more and

forced up our retail prices, but each channel

we added attracted a higher number of

subscribers... until it didn’t.

IT IS OuR INTENTION

TO LEVERagE OuR

cONTENT DEaLS TO

OFFER NEW pRODucTS

aND SERVIcES TO

appEaL TO DIFFERENT

cuSTOMER SEgMENTS.

Annual Report 201809

Ironically it was our goal to serve all of
New Zealand that morphed our traditional

business model into the object that has

drawn the biggest complaint... “You are too

expensive and have too many channels

I do not watch”.

With all the points made above it is easy

to see why there has been more disruption

in the media industry in the last five years

than the previous 30 years. SKY has been

disrupted more than any other media firm

in New Zealand because we are the largest

media firm in New Zealand. But our size

also gives us an advantage in this transition.

We were delivering content to mobile

phones a year before the first iPhone went

to market. We sent content over the internet

a year before Netflix had its first streaming

customer. Our strategy remains the same.

We are embracing the Internet and the

benefits that it derives while continuing

to super-serve our traditional subscribers,

who for the most part are happy with

the product they are getting from SKY.

There are some ‘technical gurus’ who

when interviewed are critical of SKY and

believe we should abandon our ‘antiquated’

business model and cut the umbilical cord

to the satellite. Nothing would please me

more. We spend circa $50 million dollars a

year for the satellite to ensure we can deliver

SKY to every home across New Zealand.

Over 30% of our subscribers are not even

connected to Ultra-Fast Broadband.

Our biggest challenge in using the internet

is with Sport delivery. We are not the only

ones. Around the world there are repeated

stories of failures with the internet delivery

of big live sporting events. Viewership

figures of sporting events on the internet are

also often overstated. My favourite viewing

statistic came out of the recent FIFA World

Cup out of England. Reports suggested that

24.3 million people watched the England vs.

Croatia semi-final match on traditional TV.

Other reports said that 4.3 million watched

it via streaming. That is not bad, it would

lead you to believe that streaming was up

to a very respectable 15% share. But when

you dig deeper you realize the total figures

are terribly misleading.

In England, the measurement for TV

viewership is based on an average viewers

per minute. The cumulative audience could

have been much bigger as viewers dipped

in and out of the coverage. The rigors of this

formula have been fought out for years

between Broadcasters and Advertising

Agencies. On the other hand the viewership

numbers for streaming defines a viewer as

anyone who saw a stream for 3 seconds or

more, and is cumulative. If we applied the

same rigours of TV viewing to streaming,

viewership would be 1.7 million or 6.5%.

This figure is high enough for us to offer

internet options, but not nearly high enough

for us to jettison use of the satellite. We

stream millions of hours of viewing through

the internet with NEON, SKY GO and FAN

PASS. But we are conscious that it is still the

satellite that does most of the heavy lifting.

As mentioned, historically we attracted new

market segments by launching new linear

channels. Now it is our intention to leverage

our content deals to offer new products and

services to appeal to different customer

segments. During much of 2015 and 2016

we slowed down our innovation track in

order to keep our promise to Vodafone to

launch their new TV platform, which has

launched and is doing well. Since then

we have had a flurry of new products

and services to offer our customers.

They include:

• Our subscription VOD service NEON

offers a strong TV and Movies service.

In order to attract those who are just

interested in TV we recently created a

TV-only option for $11.99 a month.

• FAN PASS offers access to the SKY Sport

channels 1-4 on a monthly and six monthly

basis via the internet. We have recently

launched a special mobile-only deal for

$15.99 a month for those customers who

want to access our great sport channels

just on their mobile phones.

• Our set top box’s TV guide now goes up

to 28 days when connected to the internet

instead of just a week, greatly expanding

your ability to review and record content

in the future. The feature is also available

on the SKY TV Guide App, allowing you

to remotely record while on the go.

• A handy Restart function on a selection

of our SKY Movies channels allows

you to restart a movie if you’ve missed

the beginning.

• We have installed an option of another 300

Movies for customers to order as part of an

expansion of our Pay per View platform.

• For some time with our decoders at

home, customers have had the ability

to access 1,000s of hours of previously

played content as part of our Video on

Demand option. Now we have extended

this right to iPads and Mobile Phones as

an extension to our SKY GO platform.

• The SKY Sport Highlights App is one of

the most popular extra services we have

offered. We have now made it better, with

users able to personalise their own news

feed to display only content from their

favourite sport(s).

• Subscribers with children can now launch

the Cartoon Network Watch and Play and

Nickelodeon Play Apps for their children

to use when they are not close to a TV set.

Looking ahead, you can expect to see some

exciting product and service launches

within the next 6-12 months.

Continuing SKY’s innovation journey, we’re

investing further in internet-delivered TV

through a new platform based on the Cisco

Infinite Video Platform. Through new and

existing devices, we’ll enable a whole new

experience, getting customers to the

content they love more quickly, with

personalised recommendations and a

content-led, image-rich user experience.

We’ve always aggregated our own content

with the world’s leading entertainment

brands. And we’ll continue to do so through

a combination of loved linear channels, on

demand content and the best of global and

local Apps.

We’re also building on our voice capability,

and will be able to allow seamless voice

search across all content delivered via our

enhanced TV service. And our new fluid

viewing capability will mean your chosen

content will follow you from the big screen to

your mobile and tablet.

The Technology and Product teams are hard

at work on these projects and we look

forward to revealing them to you soon.

SKY Network Television Limited10

The content wars
Every now and then you will read a story

about a piece of content we have lost by

being out-bid by a competitor. Such stories

usually include an interview with a media

or technology expert (who, by the way, has

never bought a piece of content in their life)

predicting that this marks the start of SKY’s

decline or maybe we have badly misjudged

the public interest in this particular piece

of content.

The fact is, we get out-bid for content every

year. In fact, if there is a year that goes by

without an article regarding SKY losing a

content deal you should attend the AGM

to voice your concern.

In thinking about content it is important that

one understands the difference between

Price and Value. Price is the amount you pay

for something but Value is what you get with

that piece of content. The easiest thing to

do is win content auctions. All you need to

do is keep bidding until everyone else drops

out. But you don’t actually “win” the bid until

you extract enough value to cover your

costs. There are several contracts we have

lost over the years, but seldom has the same

company come back the next time and bid

the same amount.

We could double every one of our bids and

never lose anything, but before long we

would have half the content with the same

content costs.

The biggest advantage we have in bidding

is our 28 year history of viewing statistics.

When we lose bids they tend to be high

profile events which for whatever reason

have lost their way. The Oscars are a perfect

example. As I write this, SKY has been

informed that we were not the highest

bidder for the Oscars in 2019. The Oscars

are one of my favourite shows of the year,

in part because I am in the industry. But for

reasons I am not sure about, and in spite of

our best efforts, we have seen the ratings

decline four years in a row. I am not sure

who won the bid. I am not sure their bid

would have been as high if they had the

benefit of our data and content insights.

The other advantage we have is the breadth

of our content offerings. At any one time

SKY has 4,500 programmes on the go

contained in 3,000 different contracts.

The biggest one is a sport contract,

but it still only represents 23% of total

sport viewing (which is represented by

791 different contracts), and less than 6%

of overall viewing on SKY. And that is after

taking out all the free-to-air viewing on

the platform.

When our competitors pay above the value

on some content it means that they have

to bid under the value on other content.

In every country the debate always rages

on which platforms have the best content.

In New Zealand there is seldom any debate

around Movies, Sport and Basic Channels

which SKY dominates. Lately I have heard

the claims by competitors that they have

the best TV series, but I disagree. Don’t take

my word for it. The Emmy nominations are

in for 2018. SKY has the majority of the

nominated shows, with over 200

nominations across 59 titles.

Write down of a goodwill asset

SKY recorded a write down of Goodwill

of $360 million for the year ending

30 June 2018. Even with an accounting

degree the concept of Goodwill is not

always an easy one to follow.

In the last few years companies in the

media sector in Australia have recorded

accounting write downs. In one such

example one company determined that

content it had purchased on a long term

deal no longer retained its value to viewers

so it wrote down its accounting value.

In another case a media company acquired

another media company and determined

after a few years that the company acquired

had lost its value and wrote the purchase

price down. You should be aware that

the write down of SKY’s Goodwill did not

originate from your management devaluing

any content or companies purchased.

SKY’s accounting Goodwill originated when

INL, the former newspaper concern, started

buying shares in SKY eventually getting to a

78% shareholding. INL sold its newspapers

and in 2005 entered into a merger with SKY.

It is INL’s purchase of SKY shares which

created the Goodwill. After the merger

transaction was complete, your company

inherited the old balance sheet of INL

which included the Goodwill figure.

As I mentioned at the start of this letter,

the media industry is in transition more

than ever before. This is reflected in the

outcome of the impairment assessment and

the write down of Goodwill of $360 million.

The write down is noncash, not tax

deductible and does not affect the

underlying profit nor does it affect any

banking covenants.

And finally, if all goes according to plan

this will be my last CEO letter. I have been

with SKY 27 years. While the days have

been long the decades have flown by.

I have been blessed by having some of the

best and most dedicated employees that

any CEO in New Zealand could have. I also

want to thank all Directors and particularly

the Chairmen I have been able to serve

under. I also believe the challenges from

reporters, Investment Analysts and Investors

throughout the years made me a better

CEO. Likewise I have become good friends

over the years with Sport Administrators

and Content providers. We never allowed

conflicting agendas to get in the way of the

true goal, getting great content to mutual

customers. And finally, to my long suffering

family who over the years put up with

missed family gatherings and two hour

breaks on our vacations in order for me to

sit in on phone conference calls, I would

have not made it without your support.

John Fellet

Chief Executive Officer

Annual Report 201811

caTchINg
12

caTchINg
IT LIVE

13

SpORT
KIWIS LOVE

Exclusive world class sport

SKY Network Television Limited14

We love sport at SKY and
we have the sport that

Kiwis love to watch, week in

week out, 365 days a year.

SKY invests millions of dollars in local and

international sport content each year.

We produce and broadcast some of

New Zealand’s favourite sport including

rugby, netball, cricket and rugby league.

We’re equally as pleased to offer all of the

other sport in our stable, with 791 different

contracts making up the SKY Sport

package. From football to motorsport,

basketball to surfing, darts to snooker,

SKY Sport prides itself on having

something that appeals to every sport

fan, anywhere in New Zealand.

The best of LIVE sport

Over the past year, SKY Sport and

the Rugby Channel have broadcast

an enormous 17,178 hours of LIVE sport.

There has been on average 330 hours

of LIVE sport per week with an average

of 47 hours of LIVE sport per day.

Saturday 24th of March 2018 might well

have been SKY Sport’s single biggest

LIVE sport day ever. Featuring an

action-packed 77 hours and 15 minutes

of LIVE content scheduled across

SKY Sport channels, there truly was

something for every sport fan.

Highlights included LIVE coverage of

the Black Caps, Warriors, Silver Ferns,

Super Rugby, Formula 1, Supercars,

LPGA, cycling, snooker and A-League.

2018 saw the PyeongChang Winter

Olympics hit New Zealand’s summer like

a blizzard and thanks to our outstanding

team, no sport was left in the cold with

636 LIVE hours and 2,162 total hours across

seven SKY Sport channels, including six

designated Pop-up channels.

Committed to local

We bring the best sporting experiences

from around the world, but our special

passion is local New Zealand sport.

We’re on the ground, on the sidelines,

in the water, in the air, filming, interviewing,

producing and broadcasting LIVE

local sport.

Every day, our talented team of SKY

crew and contractors are on the move,

up and down the country, working to

ensure our world class reputation for

sport production continues to deliver

an unrivalled local sport experience

to our customers. Over the past year

our team has certainly covered some

distance, and with that comes a huge

logistics job; 5,000 flights, 2,000 rental

cars and 8,200 nights of accommodation

bookings, to be exact.

IN ThE paST

financial year,

SKY SpORT haS

pRODucED

400 ONSITE

bROaDcaSTS

up aND DOWN

NEW ZEaLaND

aND aIRED 5,623

LIVE EVENTS.

Annual Report 201815


DHL Lions Series


Olympic Winter Games

PyeongChang 2018


Investec Super Rugby


ASB Classic


All Blacks domestic tests


Black Caps domestic tests


ANZ Premiership


Beko Premiership


International Netball


NBL Basketball


Super Smash Cricket


NRL Premiership


Farah Palmer Cup


Mitre 10 Cup


Rugby League World Cup


FIH Hockey World League Final


All Whites FIFA Qualifier


U19 Cricket World Cup


1st XV Rugby


Asia-Pacific Amateur

Championship Golf


McKayson NZ Women’s Open


The Halberg Awards


NZ Rugby Awards


NZ Cricket Awards

The team are usually the first there and

the last to leave, and when the television

is switched off, they are busy unpacking,

loading up and finally getting a good

night’s rest before moving onto the

next job.

Behind the microphone and in front of

the camera, the SKY Sport team has

70 regular presenters, commentators

and experts who bring educated and

insightful analysis for our sport fans,

no matter the code.

Celebrating our sport heroes

SKY Sport plays an integral role in

celebrating New Zealand sporting

excellence by filming and producing

awards shows such as the Halberg

Awards, NZ Cricket Awards and NZ Rugby

Awards. We also provide our customers

with 13 locally produced sport shows,

including four new shows in the last

12 months.

SKY Sport produced a number of local

sporting documentaries throughout

the year, including; Joseph Parker

Metamorphosis, which saw the SKY team

become part of the Parker camp before

his world title fight, Wayne Smith – For the

Love of the Game, which celebrated one

of New Zealand’s greatest ever coaches

and Pre-Season with the Warriors, a gritty

and revealing two-part series that

followed the Vodafone Warriors as they

prepared for the 2018 NRL season.

Our customers love getting to know their

favourite players and sport teams, so we

have plenty more documentaries planned

and in production.

Adding to the line up

SKY’s commitment to delivering exclusive

LIVE sport, 52 weeks of the year means

our acquisitions team are constantly

working to bring the world’s best sport

content to SKY Sport customers. Some of

the recent deals and renewals that SKY

Sport has exclusively secured include the

All Blacks, Black Ferns and Maori All

Blacks end of year tours, the best of

European football in the UEFA Champions

League, The FA Cup, the Australian Open,

the French Open, the Youth Olympic

Games, Super League and Moto GP.

Over the past year, the SKY

Sport team has been

responsible for some

of New Zealand’s biggest

sporting events, including:

5,623

LIVE events

400

onsite broadcasts

330

average amount of hours

of LIVE sport per week

SKY Network Television Limited16

Annual Report 201817

DELIVERINg
18

WESTWORLD ©2018 Home Box Office, Inc. All rights reserved. HBO and all related programs are the property of Home Box Office, Inc.
DELIVERINg

ThE bEST

19

accESS TO ThE
VERY bEST

Exclusive world class entertainment

SKY Network Television Limited20

gETTINg KIWIS
ThE cONTENT

ThEY WaNT, WhEN

aND hOW ThEY

WaNT TO WaTch

IT, IS WhaT SKY

IS aLL abOuT.

Getting Kiwis the content they want,

when and how they want to watch it,

is what SKY is all about.

Our dedicated specialist programming

team delivers our customers the very

best content from across the globe,

whether it’s the hottest drama, the latest

movie or the best affiliate channels

available. Our programmers, acquisitions

and channel portfolio specialists have

strong relationships with the world’s best

studios and content providers, ensuring

SKY is the only broadcaster that satisfies

every Kiwi’s viewing needs.

SKY’s owned channels are purpose-built

from the ground up with a dedicated

team working with hundreds of

international suppliers to acquire content

that appeals to all of our customers.

Whether it’s the greatest hits of classic TV

on JONES!, premium drama on SoHo, or

in-depth local documentaries on Prime,

our team hand pick and schedule our

content specifically for a local audience

to give SKY customers the best possible

viewing experience.

SKY’s movie offerings are second to

none in New Zealand. We have exclusive

partnerships with every international film

studio, making SKY the only place in

New Zealand where you can see all the

latest movies from Warner Bros, Universal,

Disney, Sony, MGM, Roadshow, Fox and

Paramount for one flat fee. With a mix of

blockbuster, independent and festival

films that entertain, excite and inform,

there are also specialist Pop-up channels

for school holidays and events. SKY

Movies customers now have instant

access to hundreds of movies through

SKY On Demand and SKY GO meaning

there’s no waiting on scheduled times,

they’re ready to watch at any time.

From our longest-standing channel

partner Discovery to our newest,

VICELAND, our slate of affiliate channels

covers every customer segment and

offers the deepest catalogue of factual,

documentary and news content available

in New Zealand.

BILLIONS ©2018 “Billions” Showtime Networks Inc. All rights reserved.

Annual Report 201821

The home of great
entertainment and drama

There’s drama, and then there’s award-

winning drama. SKY is the place to get the

best drama series like Game of Thrones,

Westworld, Ray Donovan, Big Little Lies,

Mayans MC and Fargo from the world’s

best studios – HBO, FX, Warner Bros.,

Showtime, MGM, BBC and more.

Our relationships with the world’s hottest

studios mean Kiwis have unparalleled

access to the very best content available.

But while we might have more Emmy®

winners than everyone else, we also cater

to the broadest of tastes, with a huge

range of entertainment content across

our linear and online offerings ensuring

that those Kiwis whose idea of a great

night in is more Howards End than

American Horror Story, have the choice

at their fingertips.

Because there’s no such thing as one

size fits all, SKY’s packed with treats for

all ages, from fan favourites such as

The Flash and DC’s Legends of Tomorrow,

through to gripping British dramas like

Vera and The Bletchley Circle, as well as

familiar faces including Criminal Minds

and NCIS.

Compelling local stories

Unique New Zealand stories that may not

otherwise be heard are a strong part of

SKY’s entertainment line-up. Our selection

of award-winning local documentaries

and factual series offers unique insight

into our nation of innovators. Such

beautifully shot series as Uncharted with

Sam Neill, Big Pacific, Ocean Predators

and Beneath NZ open up our country

and our region, adding enormous value

to both our free-to-air channel Prime as

well as SKY’s linear and online offerings.

And as New Zealand’s favourite crime

fighting duo are about to return to the

small screen for a fifth series of

The Brokenwood Mysteries, earlier

seasons continue to delight audiences

across the globe.

With an eye on developments offshore,

SKY has also become a foundation

member of global commissioning club

Atrium TV. Atrium is a consortium of some

of the world’s key broadcasters and OTT

platforms, formed to work with leading

writers and producers to create premium,

high-profile drama content. The ability to

be involved at the grass-roots level of the

commissioning of cutting-edge global

drama offers SKY the opportunity to not

only inject a Kiwi perspective into the

development of these projects, but also

to ultimately be able to share the results

of this collaboration exclusively with

local audiences.

bEcauSE ThERE’S

NO Such ThINg

as one size fits

aLL, SKY IS pacKED

WITh TREaTS FOR

aLL agES.

SKY Network Television Limited22

Annual Report 201823

cONNEcTINg
WITh KIWIS

We are committed to

building up a strong suite of

online products to meet the

needs of, and grow those

segments who are fully

embracing the digital world,

while continuing to deliver

to, and retain our core

customer base, particularly

those who don’t yet have

access to fast internet and

rely on the satellite to watch

their favourite content.

Our industry is evolving into

a world where internet

delivery of content will

eventually dominate, and we

are well placed to transition

with it. Over the next few

years we anticipate that more

customers will transition

from our satellite service to

our online products, and our

goal is to continue to serve

them in ways that best meet

their needs and budgets.

apRIL

ONLINE

aDDIcTS

SKY

NO

SKY

DaRREN

aVID

LEaRNERS

SKY

NO

SKY

bRaD

SOcIaL

OWL

“I’m online a lot. I like to

be the first to see

trending TV shows and

binge on my favourites.”

“I view to develop

new skills and follow

my curiosity.”

“I don’t have much

time for view video,

I prefer to spend

time with others.”

SKY

NO

SKY

Understanding our customers

SKY Network Television Limited24

ROSS
FaNaTIcaL

hEaRTLaNDERS

SKY

NO

SKY

JacKIE

NEuTRaL

cOupLES

SKY

NO

SKY

WaYNE

habITuaL

hEaRTLaNDERS

SKY

NO

SKY

pREM

MODERN

hOMEMaKERS

SKY

NO

SKY

“I enjoy my sport,

my recorded shows

and catch up a

little online too.”

“I enjoy a little bit

of everything

nothing too

‘out there’ though.”

“I enjoy traditional

TV, my regular

shows most days,

sport and the news.”

“I enjoy viewing as a

family and some

‘me-time’ when I

can squeeze it in.”

Our large customer

base represents more than

40%

We’re proud to service

76 8K

SKY has undertaken extensive research into our

customers over the last few years and developed

an intricate understanding of the different customer

segments we can serve.

Delivering for our different customer segments

is at the core of SKY’s strategy;

By understanding our customers we can always

help them find something great to watch.

Our content and experiences are available to all

New Zealanders through our range of products

and pricing.

OF

NEW ZEaLaND

hOuSEhOLDS

cuSTOMERS

acROSS

NEW ZEaLaND

Annual Report 201825

WaTch IT
Y Ou R WaY

We’ve continued our

focus on giving our

customers more control

and flexibility over the

way they watch.

Whether it’s watching the Black Caps

live in the backyard, catching up on

The Kardashians on the bus, binge-

watching Game of Thrones on a rainy day

at the bach, or really indulging in

premium viewing experiences from the

comfort of the sofa, we’ve been adding

extra value for our customers and

providing more options to suit our

different customer segments.

Giving our customers’ freedom

Getting Kiwis the content they want, when

and how they want, has seen us develop

new ways to offer them the flexibility and

freedom to watch it their way.

All customers now have SKY boxes with

MY SKY recording functionality available,

something a large majority of them have

chosen to enable. By connecting their

SKY box to the internet, customers can

open up a whole new world of

possibilities and make it easy to get the

most from a SKY subscription. We’ve

continued to improve our SKY On

Demand service with the introduction of

more on demand content – thousands of

movies, Box Sets and Catch Up content is

available to watch when customers want,

at no extra cost to their SKY subscription.

Broadening our technology platform

SKY Network Television Limited26

As well as adding more on demand
content, we’ve extended our movie rental

library with hundreds of additional titles,

be they blockbusters or classics, available

to rent instantly at the touch of a button.

To further improve the viewing

experience for our customers we’ve

extended the TV Guide to show up to

28 days of content, and added a restart

feature to five of our SKY Movies

channels, which enables our customers

to start over if they miss the beginning

of a movie.

Our range of Apps gives our customers

even more value and further enhances

the TV experience.

We’ve made it easier for those who like to

have their TV favourites at their fingertips

24/7 with a major refresh of the SKY GO

App. It features a new easy-to-navigate

interface, 24 channels streaming live and

a selection of subscription based Pop-up

channels, and we have now included a

large choice of Catch Up TV, Box Sets

and SKY On Demand content on mobile

& tablet. Plus with daily top suggestions,

hand-picked by our local programing

teams, there’s no chance of missing out

on a brand new show or the return of

a favourite.

Our SKY TV Guide App has also been

enhanced – giving customers the ability

to access up to 28 days of our guide and

record a full series to their SKY box at the

touch of an icon.

When they’re away from the TV, customers

with children can now unlock games,

clips and extra kids content via the

Cartoon Network Watch and Play App

and the Nickelodeon Play App.

Sport fans have been enjoying our SKY

Sport Highlights App for more than a

year, and can now personalise their news

feed to display the latest content just

from their favourite sport.

We’re delivering on our commitment to

ensure our content and experiences are

available to all New Zealanders through

our range of products and pricing. No

matter what their budget, customers can

access great TV through SKY. This year

we revised our pricing and packaging,

offering SKY Starter at less than $25 and

making SKY Sport more accessible from

$55 a month. Our internet-delivered

content services NEON and FAN PASS

continue to offer flexible pricing. For

those who like great TV, NEON TV is now

$11.99 a month, and upgradable to NEON

TV & Movies for only $20 a month adding

access to the latest blockbusters and a

range of library titles.

Sport Fans can enjoy SKY Sport channels

1 to 4 and highlights on demand via FAN

PASS from $15.99 per month on mobile

only or monthly passes across a range of

screens from $55.99 per month.

Looking to the future

Continuing SKY’s innovation journey,

we’re investing further in internet

delivered TV through a new system

based on the Cisco Infinite Video

Platform. Through new and existing

devices, we’ll enable a whole new

experience, getting customers to the

content they love more quickly, with

personalised recommendations and a

content-led, image-rich user experience.

We’ve always aggregated our own

content with the world’s leading

entertainment brands. And we’ll continue

to do so through a combination of linear

channels, on demand content and the

best of global and local Apps.

We’re building on our voice capability,

and will soon allow seamless voice

search across all content delivered

via our enhanced TV service. Our new

fluid viewing capability means our

customers won’t follow entertainment,

entertainment will follow them from the

big screen to their mobile and tablet.

With our world-class TV content and

new cutting-edge TV platforms beginning

to roll out over the next year, we’ll enable

our customers to enjoy entertainment

and sport like never before.

Annual Report 201827

MaKINg a
DIFFERENcE

People and community

SKY Network Television Limited28

At SKY, beyond our focus
on delivering world class

content and products to

our customers, we are

committed to making

a positive impact on our

industry, economy

and community.

SKY is proud to make a significant

social and economic contribution to

New Zealand, by supporting more than

1,400 jobs, paying almost $50 million in

tax and investing millions into our creative

and sporting industries over the past year.

SKY is committed to being a responsible

business and maintaining high standards

of corporate governance. Our corporate

governance practices, policies and

procedures can be read in more depth

from page 80.

Our SKY Crew

guiding principles:

WE’RE

FaNaTIcaL

We love what we do, because we

believe in it. We put our decades of

experience producing, curating and

watching the world on screen to good

use, by sharing with and investing

in curious Kiwi minds.

WE’RE KIWI

We’re the original pay TV company for

New Zealanders, but we’ll never put

our feet up. We’re in tune with our

customers. Our culture is not that of

a big corporate, but of a collection

of Kiwis doing what we love.

WE’RE

SWITchED ON

We work as one, using our experience,

skills and imagination to deliver for

our customers every day. We embrace

change and work together to

continually improve and deliver for

our customers and as a business.

OuR pEOpLE

Central to our organisation is a talented

and diverse workforce who share a

common set of values and a clear sense

of purpose. Our people are crucial to our

success as a business. We work hard to

ensure that we continue to attract the

best, develop skills and make SKY a great

place to work.

We support training and development


of all of our people with a learning and

development framework that has been

cultivated to meet the diverse needs of


our crew and help them contribute to

our company vision. Each learning and

development initiative adds value by

increasing the capabilities of staff to meet

our dynamic business requirements.

As well as planning for, consulting on and

executing business-as-usual and project

training initiatives, we also have an award

winning leadership development

programme to equip our leaders with the

tools they need to engage their teams,

set the direction and deliver results.

In addition to developing our current

workforce, we continue to provide work

experience opportunities for young New

Zealanders – from day visits for students

still at school, to internship experiences for

university students and graduates. SKY is a

Youth Employment Pledge partner, and we

work with tertiary institutions like South

Seas Film & TV School and The University

Annual Report 201829

40+
NaTIONaLITIES REpRESENTED

IN OuR WORKFORcE

For more on SKY’s approach to diversity and

SKY’s diversity policy, see page 81.

We continue to value diversity

of gender, skill, age, ethnicity,

experience and beliefs at SKY.

Highlights over the past

year include:

30+

WOMEN

SKY Sport continues to lead the way with

women in front of the camera as well as

behind the scenes. SKY has featured more

than 30 female faces on our shows and LIVE

sport coverage in the last 12 months, and

women are working on coverage carrying

out such jobs as Camera Operator,

Director’s Assistant, Production Manager,

VT Manager and Floor Manager.

We held internal celebrations and

workshops for events including

International Women’s Day,

Māori Language Week, New Zealand

Sign Language Week.

SKY is an Auckland Council Youth Employer

Pledge Partner, and this year we were a finalist

for the Young At Heart Awards Youth Employer

of the Year, and nominated for the Youth

Induction and Development Award.

We became a member of Diversity

Works New Zealand.

DIVERSITY

of Auckland to place students into

internships. Our internships provide

hands-on experience in a ‘real world’

Broadcast & Media, Sport or Entertainment

role. SKY is proud to have a 50%

conversion rate for employing interns.

We want SKY to be a great place to work,

and foster a fun, friendly culture. We offer

a comprehensive reward and benefits

package to all permanent employees,

including a range of health and fitness

options like onsite yoga and boxing

classes, discounted gym memberships

and health insurance, school holiday

programme subsidies as well as free

SKY and NEON.

SKY Crew enjoy the choice of a variety

of social sport teams and activities,

including football, basketball, dragon

boating, touch, running, cricket and

table tennis.

This is a fantastic opportunity for staff

to interact with people who they don’t

usually work with on a day-to-day basis.

Our SKY Crew Events team organises

annual tournaments for football, netball

and quiz night.

44%

FEMaLE

56%

MaLE

42%

FEMaLE

58%

MaLE

SKY cREW

SENIOR ExEcuTIVES

SKY Crew recognised

In September our SKY contact centre

crew were once again recognised as one

of New Zealand’s top contact centres after

taking out first place in four categories at

the annual CRM Contact Centre Awards.

For the third year in a row, SKY won first

place for Customer Support Services in

the Industry Sector Awards.

Our crew were also crowned the best

in New Zealand for Online Web/Email

Customer Service, the best in New

Zealand for Customer Retention and

SKY’s online streaming service NEON

won the First Place Diamond Award for

Live Chat in NZ.

The wins are testament to the hard

work and passion of our Customer

Services crew, who are always striving to

provide our customers with an effortless

customer service experience. We couldn’t

be prouder that their efforts have once

again been recognised.

Environment

At SKY whilst we work to deliver for our

customers and shareholders, we also

consider our impact on the environment.

From considering environmental practices

when selecting new suppliers, conducting

waste audits across departments and

recycling our equipment wherever

possible, our aim is to reduce our

environmental impact by implementing

environmental initiatives that ensure

SKY meets its environmental

responsibilities through a process of

continuous improvement. A highlight

from the past year has been our

Environmental Committee, Earth Sea

SKY’s successful Smug with your Mug

campaign, which encouraged SKY staff

to avoid single-use cups for hot drinks in

favour of reusable options.

SKY Network Television Limited30

OuR cOMMuNITY
Making a positive contribution in our

local communities is important to us.

We have longstanding partnerships

with the Starship Foundation and

Special Children’s Christmas Parties,

and are proud of our SKY Crew who

get involved wherever they can.

Starship Foundation

The Starship Foundation gives our children

better health and brighter futures, and

we’ve been a sponsor since 2001. The

Starship National Air Ambulance has

been our major fundraising project for

the past three years and has enabled

our support to go beyond the walls of

Starship, into the regions of New Zealand.

Donations of hundreds of thousands of

dollars, raised by SKY and our community

of customers, have been dedicated to

this vital service.

Beyond providing much needed funds,

we ensure SKY channels are at every

Starship bedside to entertain (and

sometimes just distract) patients and

families during their stay, and donate

airtime to help the Foundation generate

income so that Starship can accellerate

world-class healthcare for our children.

We also love working with the Foundation

to help bring magic moments to Starship,

our favourites being holding special movie

nights and donating toys for Starship

patients at Christmas.

Special Children’s Christmas Parties

Each year over 175 SKY Crew members

throw on reindeer ears and Santa hats

to help bring some joy to more than

10,000 special Kiwi kids at the six Special

Children’s Christmas Parties held across

New Zealand. A day filled with bouncy

castles, games and gifts for kiwi kids

in need, SKY is proud to have been a

supporter of Special Children’s Christmas

Parties for 12 years, and the naming rights

sponsor since 2016.

Annual Report 201831

JOhN FELLET
DIREcTOR aND cEO

Mr Fellet joined SKY as chief operating

officer in 1991. He was appointed as

chief executive in January 2001 and

as a director of SKY in April 2001.

Mr Fellet holds a BA degree in Accounting

from Arizona State University and has

over 37 years of experience in the pay

television industry, including ten years

of experience with Telecommunications

Inc. in the United States.

pETER MacOuRT

chaIRMaN

Mr Macourt was appointed as chairman

of the SKY board in August 2002.

He is a director of Prime Media Limited,

Foxtel Management Limited and Virtus

Limited, and a former director and

chief operating officer of News Limited

based in Sydney, Australia. Previously

Mr Macourt has also served as a

director of Premier Media, Independent

Newspapers Limited and a number

of subsidiaries and associated

companies of the News Corporation

Limited. He holds a degree in

commerce from the University of

New South Wales, is a member of

the Australian Institute of Chartered

Accountants and the Australian

Institute of Company Directors.

SuSaN paTERSON

DIREcTOR

Ms Paterson began her career as

a pharmacist and later completed

an MBA at London Business School,

leading to a career in management

and strategy consulting in New Zealand,

Europe and the United States of

America. She is now a professional

director and a Chartered Fellow of

the Institute of Directors. Ms Paterson

is Chair of Steel and Tube Holdings

Limited and Theta Systems Limited,

and a director of Goodman NZ,

Arvida Group and Les Mills NZ Limited.

She is also a Member of the Electricity

Authority, Chair of Home of Cycling

(Avantidrome), and past director or

Chair of a number of commercial

infrastructure and growth companies

and not for profit entities including

Transpower New Zealand, Abano

Healthcare, Airways Corporation,

Housing New Zealand, Auckland

Hockey, the NZ Eco-Labelling Trust,

St. Cuthbert’s College and EECA.

In 2015 Ms Paterson was made an

Officer of the New Zealand Order

of Merit for her services to

corporate governance.

Board of Directors

SKY Network Television Limited32

DEREK haNDLEY
DIREcTOR

Mr Handley was appointed to the

board in September 2013. Mr Handley

is an entrepreneur who recently created

the Aera Foundation, a venture studio

advancing new models that fuse social

and financial goals. Before that he spent

two years helping Sir Richard Branson

set up the B Team, a global non-profit

leadership collective. In 2001 at the age

of 23, he co-founded The Hyperfactory,

one of the first agencies in the world to

recognise the power of mobile devices

for connecting consumers, brands and

mass media (acquired by NYSE-listed

Meredith Corporation). Mr Handley

has attended Massey University, MIT

Sloan School of Management and

Singularity University.

gERaLDINE McbRIDE

DIREcTOR

Ms McBride was appointed to the

board in September 2013. She is a BSc

Zoology major from Victoria University,

served as president of SAP North

America, president of SAP Asia Pacific

Japan and global vice president of Dell

Services. Ms McBride is a director of

Fisher and Paykel Healthcare Limited

and National Australia Bank Limited

and is the chief executive and founder

of MyWave Holdings, a leading edge

consumer experience and enterprise

relationship technology company.

MIKE DaRcEY

DIREcTOR

With an extensive track record of

strategy and delivery across television,

publishing, telecommunications

and retail, Mr Darcey was appointed

to the board in September 2017.

A New Zealander, he has lived and

worked in the UK since 1989. Fifteen

of those years were spent at SKY UK,

initially as the Director of Strategy,

then six years as Chief Operating

Officer. He played a prominent role

in most of Sky UK’s major strategic

decisions and its major commercial

and regulatory dealings during this

period. From 2013 to 2015 Mr Darcey

was CEO of News UK and since 2015,

Mr Darcey has provided strategic advisory

services to media companies, including

OSN, the main pay TV business in the

Middle East (based in Dubai) and Digea,

the association of free broadcasters in

Greece. Mr Darcey has also advised on

media issues in the UK, Germany,

Russia and South Africa.

Annual Report 201833

OuR
chaNNELS


As at 30 June 2018

SKY STaRTER

SKY ENTERTaINMENT

Created and produced by SKY

KEY

SKY Network Television Limited34

^ SoHo is on us for customers who take SKY Entertainment and SKY Sport and/or SKY Movie packages.
SKY appS

pREMIuM chaNNELS

SKY MOVIES

SKY SpORT

OThER

14 Audio Music Channels

1 PPV Event Channel4 PPV Movie Channels

3 PPV Adult Channels

^

Annual Report 201835

SKY Network Television Limited36

Financial overview 38
Financial trends 42

Directors’ responsibility statement 44

Consolidated statement of comprehensive income 45

Consolidated balance sheet 46

Consolidated statement of changes in equity 47

Consolidated statement of cash flows 48

Notes to the consolidated financial statements 49

Independent auditor’s report 76

2018 Financials

Financial Statements June 201837

SKY Network Television Limited38
Financial overview

Summary

The net loss after tax for the year ended 30 June 2018 is $240.7 million compared to a net profit after tax of $116.3 million in the previous year.

The net loss includes an impairment charge of $360 million. If SKY’s 2018 results are adjusted for the impact of this $360 million impairment

charge, the underlying net profit after tax is $119.3 million, an increase of 2.6% over the $116.3 million net profit after tax reported in the year

ended 30 June 2017.

The SKY board is required to assess the fair value of intangible assets at each reporting period and if this is determined to be less than the

book value, then the assets are impaired. The impairment charge reduces the net book value of SKY’s equity at 30 June 2018 to $1.03 billion

($2.64 per share) compared to $1.33 billion ($3.41 per share) at 30 June 2017. SKY shares closed at $2.60 per share on 30 June 2018. This goodwill

asset arose on the merger of Independent Newspapers Ltd (“INL”) and SKY back in June 2005 and reflected the difference between the fair

value of SKY’s assets at the date of the merger and the price that INL shareholders agreed to exchange their shares in INL for SKY shares.

This is a non-cash charge that has no impact on SKY’s 2018 cash flows or on any of its bank covenants.

Earnings before interest, tax, depreciation and amortisation (“EBITDA”) decreased by 2.2% to $285.8 million.

Operating expenses decreased by 7.9% due to cost saving initiatives being rolled out throughout the business, as well as higher programming

costs in the previous year due to the cost of the Rio Summer Olympics.

The results are summarised as follows:

For the years ended 30 June

IN NZD MILLIONS20182017 % inc/(dec)

Financial performance data

Total revenue

839.7893.5(6.0)

Total operating expenses

553.9601.2(7.9)

EBITDA

285.8292.3(2.2)

Less

Depreciation and amortisation

102.4105.1(2.6)

Net finance costs

17.519.6(10.7)

Net profit before income tax and impairment of goodwill

165.9167.6(1.0)

Impairment of goodwill360.0–n/a

Income tax expense46.651.3(9.2)

(Loss)/profit after tax

(240.7)116.3(307.0)

Financial Statements June 201839
Revenue analysis

SKY’s total revenue decreased to $839.7 million, as follows:

For the years ended 30 June

IN NZD MILLIONS20182017 % inc/(dec)

Satellite subscription revenue681.2725.1(6.1)

Other subscription revenues84.782.23.0

Total subscription revenue

765.9807.3(5.1)

Advertising

57.168.1

(16.2)

Installation and other revenue

16.718.1

(7.7)

Total other revenue

73.886.2(14.4)

Total revenue

839.7893.5(6.0)

Satellite subscription revenue decreased by 6.1% to $681.2 million due to fewer satellite customers, a lower uptake of premium services

(Sport and Movies), lower pay-per-view buys, and a reduction in the price of SKY’s basic entry level package.

Other subscription revenue includes commercial revenue earned from SKY subscriptions at hotels, motels, restaurants and bars throughout

New Zealand and revenue from other subscriptions services such as NEON and, FAN PASS. This revenue increased 3.0% to $84.7 million in 2018

due mainly to an increase in subscriber numbers for NEON and FAN PASS.

Advertising sales revenue decreased by 16.2% to $57.1 million in 2018 due to a general weakening of market conditions for advertising

expenditure and high advertising sales in the prior year relating to the Rio Olympics.

Installation and other revenues decreased by 7.7% to $16.7 million in 2018. This is mainly the result of fewer installations undertaken.

SKY Network Television Limited40
Expense analysis

A further breakdown of SKY’s operating expenses for 2018 and 2017 is provided below:

IN NZD MILLIONS2018

2018

% of revenue2017

2017

% of revenue % inc/(dec)

Programming

328.139.1349.439.1(6.1)

Subscriber related costs

83.19.9100.211.2(17.1)

Broadcasting and infrastructure

92.011.097.610.9(5.7)

Other costs

50.76.054.06.0(6.1)

Depreciation and amortisation

102.412.2105.111.8(2.6)

Total operating expenses

656.378.2706.379.0(7.1)

Programming costs comprise both the costs of purchasing programme rights and also programme operating costs. Programme rights

costs include the costs of sport rights, pass-through channel rights (e.g. Disney Channel, Living Channel, etc.), movies (including PPV) and

music rights. Programme operating costs include the costs of producing live sport events, satellite and fibre linking costs and in-house

studio produced shows.

SKY’s programming expenses have decreased by 6.1% and equated to 39.1% of revenue in 2018. This decrease is principally due to several

“one-off” sporting events purchased in 2017 which included the rights costs of the Summer Olympics and the Americas Cup. A significant

proportion of SKY’s programme rights costs are in Australian dollars (AUD 27% of rights costs) and United States dollars (USD 52% of rights costs).

This means the NZ dollar cost included in SKY’s accounts is affected by the strength of the NZ dollar during a particular year and by SKY’s foreign

exchange hedging policy.

The board’s policy is to hedge a minimum of 85% of the forecast exposures over 0 to 12 months, up to 50% of variable exposures over 13 to 24

months and up to 30% over 25 to 36 months. Fixed price contracts denominated in foreign currencies are fully hedged at the time of placing

the order.

Financial overview

2017

2018

14%

14%

49%

14%

50%

15%

EXPENSES

SPLIT

BROADCASTING

AND INFRASTRUCTURE

SUBSCRIBER

RELATED

COSTS

PROGRAMMING

13%

14%

15%

15%

8%

8%

DEPRECIATION

AND AMORTISATION

OTHER

COSTS

Financial Statements June 201841
Subscriber related costs include the costs of servicing and monitoring equipment installed at subscribers’ homes, indirect installation

costs, the costs of SKY’s customer service department, sales and marketing costs and general administrative costs associated with SKY’s

provincial offices.

In 2018, subscriber related costs decreased by 17.1% due to lower employee and contractor costs of supporting a smaller subscriber base,

lower trouble calls and decoder repair costs.

Broadcasting and infrastructure costs consist of transmission and linking costs for transmitting SKY and Prime’s television signals from its

studios in Auckland to other locations in New Zealand and the costs of operating SKY’s television stations at Mt Wellington and Albany. The costs

of leasing seven transponders on the Optus D1 satellite are included, as is the cost of high definition television broadcasting. Broadcasting and

infrastructure costs have decreased by 5.7% to $92.0 million due a decrease in employee costs.

Other costs mainly include advertising costs and the overhead costs relating to corporate management. These costs have decreased by 6.1%

to $50.7 million due to a reduction in ad agency costs related to lower advertising revenue.

Depreciation and amortisation costs include depreciation charges for subscriber equipment including satellite dishes and decoders owned

by SKY and fixed assets such as television station facilities. Depreciation and amortisation costs have decreased by 2.6% to $102.4 million due

principally to an aging decoder base and fewer installations.

Finance costs, net have decreased by 10.7% to $17.5 million. The reduction in interest is due to reduced levels of debt. SKY’s weighted average

interest rates are as follows:

20182017

Bank loans

5.58%5.36%

Bonds

6.18%6.04%

Combined weighted average

5.79%5.65%

Capital expenditure

SKY’s capital expenditure, on a cash basis over the last five years is summarised as follows:

IN NZD MILLIONS20182017201620152014

Subscriber equipment

9.219.763.822.820.6

Installation costs

18.829.332.629.736.9

Other

30.230.732.463.035.5

Total capital expenditure

58.279.7128.8115.593.0

Capital expenditure decreased by $21.5 million in 2018 to $58.2 million.

The reduction in capital expenditure in both subscriber equipment and installation costs is reflective of the significant expenditure that was

made in prior years when the new internet enabled decoders were rolled out to replace the old legacy digital decoders and fewer installations.

Other capital expenditure of $30.2 million included $14.6 million of software additions, $2.2 million of other plant and equipment, as well as

$13.4 million of capital work in progress.


SKY Network Television Limited42
Financial trends

Income statement – five year summary

IN NZD 00020182017201620152014

For the year ended 30 June

Total revenue

839,729893,485928,200927,525909,001

Total operating expenses

(1)

553,919601,145602,914547,756529,961

EBITDA

(2)

285,810292,340325,286379,769379,040

Less

Depreciation, amortisation and impairment

(3)

462,414105,148100,241119,194126,143

Net interest expense and financing charges

17,57620,47019,68421,69627,097

Unrealised (gains)/losses on currency and other

(66)(850)

371 – 1,293

Net (loss)/profit before income tax

(3)

(194,114)167,572204,990238,879224,507

Balance sheet – five year summary

IN NZD 00020182017201620152014

As at 30 June

Property, plant, equipment and

non-current intangibles268,925301,008331,157299,243302,929

Goodwill

1,065,3311,425,3311,425,3311,425,3311,426,393

Total assets

1,503,0021,887,2001,943,5641,942,0211,865,369

Interest bearing loans and liabilities

235,344298,663348,085350,763387,191

Working capital

(4)

(51,708)(54,035)(35,230)(36,285)(48,325)

Total liabilities

476,315559,322612,641604,818624,205

Total equity

1,026,6871,327,8781,330,9231,337,2031,241,164

Cash flow – five year summary

IN NZD 00020182017201620152014

As at 30 June

Net cash from operating activities

213,613244,536275,844282,915305,314

Net cash used in investing activities

(58,194)(79,640)(133,635)(115,416)(93,672)

Free cash flow available to shareholders

155,419164,896142,209167,499211,642

(1)

Exclusive of depreciation, amortisation and impairment.

(2)

Net (loss)/profit before income tax, interest expense, depreciation, amortisation and impairment, unrealised gains and losses on currency and interest rate swaps.

(3)

Includes goodwill impairment of $360 million (refer note 9).

(4)

Working capital excludes current borrowing, bonds, derivative financial instruments and available for sale investment.

Financial Statements June 201843
Depreciation and capital expenditure

IN NZD 00020182017201620152014

Depreciation, amortisation and impairment

(1)

102,414105,148100,241119,194126,143

Capital expenditure58,20079,700128,800115,50093,000

History of dividend payments

BY CALENDAR YEAR IN CENTS PER SHARE20182017201620152014

Interim dividend (paid in March)7.515.015.015.014.0

Final dividend (paid in September)


12.515.015.015.0

Total ordinary dividend7.527.530.030.029.0

Subscriber base

20182017201620152014

Total subscribers767,727

824,782852,679851,561865,055

Average monthly revenue per residential subscriber

(2)

76.34

78.8278.6379.5477.52

Gross churn

(3)

15.4%

15.9%17.5%14.5%13.2%

(1)

Excludes goodwill impairment of $360 million.

(2)

Years 2016-2018 include IGLOO, NEON and FAN PASS not included in earlier periods.

(3)

Gross churn refers to the percentage of residential subscribers over the 12-month period ended on the date shown who terminated their satellite pay TV

subscription net of existing subscribers who transferred their service to new residences during the period.

SKY Network Television Limited44
The directors of Sky Network Television Limited (the Group) are responsible for ensuring that the financial statements of the Group present

fairly the financial position of the Group as at 30 June 2018 and the results of its operations and cash flows for the year ended on that date.

The directors consider that the financial statements of the Group have been prepared using appropriate accounting policies, consistently

applied and supported by reasonable judgements and estimates and that all relevant financial reporting and accounting standards have

been followed.

The directors believe that proper accounting records have been kept which enable, with reasonable accuracy, the determination of the

financial position of the Group and facilitate compliance of the financial statements with the Financial Markets Conduct Act 2013.

The directors consider they have taken adequate steps to safeguard the assets of the Group and to prevent and detect fraud and

other irregularities.

The directors have pleasure in presenting the financial statements of the Group for the year ended 30 June 2018.

The board of directors of Sky Network Television Limited authorise these financial statements for issue on 23 August 2018.

For and on behalf of the board of directors


Peter Macourt

Chairman


Susan Paterson

Director

23 August 2018

Directors’ responsibility statement

Financial Statements June 201845
Consolidated statement

of comprehensive income

For the year ended 30 June 2018

IN NZD 000Notes2018 2017

Total revenue

2

839,729893,485

Expenses

Programming

328,109

349,426

Subscriber related costs

83,168

100,161

Broadcasting and infrastructure

91,982

97,578

Depreciation and amortisation

3

102,414

105,148

Other costs

50,660

53,980

656,333706,293

Operating profit before impairment

183,396187,192

Impairment of goodwill

3

360,000–

Operating (loss)/profit

(176,604)187,192

Finance costs, net

4

17,51019,620

(Loss)/profit before tax

(194,114)167,572

Income tax expense

5

46,56051,228

(Loss)/profit for the year

(240,674)116,344

Attributable to:

Equity holders of the Company

13

(240,956)116,026

Non-controlling interests

282318

(240,674)116,344

Earnings per share

Basic and diluted (loss)/earnings per share (cents)

13

(61.92)29.82

OTHER COMPREHENSIVE INCOME

(Loss)/profit for the year

(240,674)116,344

Items that may be reclassified subsequently to profit and loss

Cash flow hedges

25,131

(5,486)

(Loss)/gain on available for sale investments

1

(646) 2,147

Income tax effect

(6,856)935

Other comprehensive income/(loss) for the year, net of income tax

17,629(2,404)

Total comprehensive (loss)/income for the year

(223,045)113,940

Attributable to:

Equity holders of the Company

(223,327)113,622

Non-controlling interest

282318

(223,045)113,940

SKY Network Television Limited46
Consolidated balance sheet

As at 30 June 2018

IN NZD 000Notes2018 2017

Current assets

Cash and cash equivalents4,6945,444

Trade and other receivables

6

63,11769,475

Available for sale investment

1

6,334


Programme rights inventory

7

78,37879,003

Derivative financial instruments

12

9,917176

162,440154,098

Non-current assets

Property, plant and equipment

8

209,582238,066

Intangible assets

9

1,124,6741,488,273

Available for sale investment

1


6,552

Derivative financial instruments

12

6,306211

1,340,5621,733,102

Total assets

1,503,0021,887,200

Current liabilities

Interest bearing loans and borrowings

11

1,040–

Trade and other payables

10

186,054186,187

Income tax payable11,84321,770

Derivative financial instruments

12

5959,038

199,532216,995

Non-current liabilities

Interest bearing loans and borrowings

11

234,304298,663

Deferred tax

5

40,82637,683

Derivative financial instruments

12

1,6535,981

276,783342,327

Total liabilities

476,315559,322

Equity

Share capital

13

577,403577,403

Hedging reserve

13

9,032(9,062)

Retained earnings


438,998758,247

Total equity attributable to equity holders of the Company

1,025,4331,326,588

Non-controlling interest1,2541,290

Total equity

1,026,6871,327,878

Total equity and liabilities

1,503,0021,887,200


Peter Macourt

Chairman

For and on behalf of the board 23 August 2018.

Susan Paterson

Director

Financial Statements June 201847
Consolidated statement

of changes in equity

For the year ended 30 June 2018

ATTRIBUTABLE TO OWNERS OF THE PARENT

IN NZD 000Notes

Share

capital

Hedging

reserve

Retained

earningsTotal

Non-

controlling

interest

Total

equity

For the year ending 30 June 2018

Balance at 1 July 2017577,403(9,062)758,2471,326,5881,2901,327,878

(Loss)/profit for the year

– –

(240,956)(240,956)282(240,674)

Loss on available for sale investment, net of tax

1

– –

(465)(465)


(465)

Cash flow hedges, net of tax

13


18,094


18,094


18,094

Total comprehensive (loss)/income for the year

– 18,094(241,421)(223,327) 282 (223,045)

Transactions with owners in their capacity as owners

Dividend paid

– –

(77,828)(77,828)(318)(78,146)

Supplementary dividends

– –

(11,113)(11,113)


(11,113)

Foreign investor tax credits

– –

11,11311,113


11,113



(77,828)(77,828)(318)(78,146)

Balance at 30 June 2018

577,4039,032438,9981,025,4331,2541,026,687

For the year ending 30 June 2017

Balance at 1 July 2016577,403(5,112)757,4171,329,7081,2151,330,923

Profit for the year

– –

116,026116,026318116,344

Gain on available for sale investment, net of tax

1

– –

1,5461,546


1,546

Cash flow hedges, net of tax

13


(3,950)


(3,950)


(3,950)

Total comprehensive income for the year

– (3,950) 117,572 113,622 318 113,940

Transactions with owners in their capacity as owners

Dividend paid

– –

(116,742)(116,742)(243)(116,985)

Supplementary dividends


– (15,330)(15,330)


(15,330)

Foreign investor tax credits– – 15,33015,330


15,330

–– (116,742)(116,742)(243)(116,985)

Balance at 30 June 2017

577,403(9,062)758,2471,326,5881,2901,327,878

SKY Network Television Limited48
Consolidated statement

of cash flows

For the year ended 30 June 2018

IN NZD 000Notes2018 2017

Cash flows from operating activities

(Loss)/profit before tax(194,114)167,572

Adjustments for:

Depreciation and amortisation

3

102,414105,148

Impairment of goodwill

3

360,000


Unrealised foreign exchange loss/(gain)

4

7(212)

Interest expense

4

17,75621,010

Bad debts and movement in provision for doubtful debts

3

1,185

1,732

Other non-cash items83415

Movement in working capital items:

(Decrease)/increase in receivables

439(2,204)

Decrease in payables

(9,320)(7,749)

Decrease in programme rights

625762

Cash generated from operations

279,075286,474

Interest paid(15,766)(22,704)

Bank facility fees paid(696)(725)

Income tax paid(49,000)(18,509)

Net cash from operating activities

213,613244,536

Cash flows from investing activities

Proceeds from sale of property, plant and equipment29 42

Acquisition of property, plant, equipment and intangibles(58,223)(79,682)

Net cash used in investing activities

(58,194)(79,640)

Cash flows from financing activities

Repayment of borrowings – bank loan

11

(166,000)(111,000)

Advances received – bank loan

11

97,000 261,000

Vendor finance received

11

2,386


Repayment of other borrowings

11

(296)–

Repayment of borrowings – bond –

(200,000)

Dividend paid to minority shareholders

(318)(243)

Dividends paid

(88,941)(132,072)

Net cash used in financing activities

(156,169)(182,315)

Net decrease in cash and cash equivalents(750)(17,419)

Cash and cash equivalents at beginning of year

5,444 22,863

Cash and cash equivalents at end of year

4,694 5,444

Financial Statements June 201849
Notes to the consolidated

financial statements

For the year ended 30 June 2018

1. General information

This section sets out the Group’s accounting policies that relate to the financial statements as a whole. Where an accounting policy is

specific to one note, the policy is described in the note to which it relates.

SKY Network Television Limited (SKY) is a Company incorporated and domiciled in New Zealand. The address of its registered office is

10 Panorama Road, Mt Wellington, Auckland, New Zealand. The consolidated financial statements of the Group for the year ended

30 June 2018 comprise the Company, Sky Network Television Limited and its subsidiaries.

SKY is a company registered under the Companies Act 1993 and is a reporting entity under Part 7 of the Financial Markets Conduct Act 2013.

The financial statements of the Group have been prepared in accordance with the requirements of the Financial Markets Conduct Act 2013

and the NZX Main Board Listing Rules.

The Group’s primary activity is to operate as a provider of multi-channel, pay television and free-to-air television services in New Zealand.

These financial statements were authorised for issue by the Board on 23 August 2018.

Basis of preparation

The consolidated financial statements of the Group have been prepared in accordance with Generally Accepted Accounting Practice in

New Zealand (NZ GAAP). The Group is a for-profit entity for the purpose of complying with NZ GAAP. The consolidated financial statements

comply with New Zealand equivalents to International Financial Reporting Standards (NZ IFRS), other New Zealand accounting standards and

authoritative notices that are applicable to entities that apply NZ IFRS. The consolidated financial statements also comply with International

Financial Reporting Standards (IFRS).

These financial statements are prepared on the basis of historical cost except where otherwise identified.

The financial statements are presented in New Zealand dollars.

Group structure

The Group has a majority share in the following subsidiaries, all of which are incorporated in and have their principal place of business

in New Zealand:

Name of entityPrincipal activity Parent Interest held

20182017

SKY DMX Music LimitedCommercial MusicSKY50.50%50.50%

SKY Ventures LimitedInvestmentSKY100.00%100.00%

Media Finance LimitedNon-tradingSKY100.00%100.00%

Outside Broadcasting Limited Broadcasting servicesSKY100.00%100.00%

Screen Enterprises Limited

(1)

Non-tradingSKY100.00%100.00%

Igloo Limited

(2)

Non-tradingSKY100.00%100.00%

Believe It Or Not LimitedEntertainment quizzesSKY51.00%51.00%

(1)

Ceased trading during the current year

(2)

Ceased trading during the prior year

In March 2016 SKY Ventures acquired a 15.78% interest in 90 Seconds Pty Limited (a cloud video production company) for a cost of $4.8 million.

In the following year the investment was diluted to 13.54%. This investment is classified as an available for sale financial asset, recognised initially

and subsequently at fair value, with changes in fair value recognised in other comprehensive income. The fair value as at 30 June 2018 was

$6.3 million (30 June 2017 $6.6 million). The investment has been reclassified to current assets due to its expected realisation in the coming

year (refer note 17).

Notes to the consolidated
financial statements (CONTINUED)

For the year ended 30 June 2018

1. General information (CONTINUED)

Basis of consolidation

The Group financial statements consolidate the financial statements of the Company and its subsidiaries.

The acquisition method of accounting is used to account for the acquisition of subsidiaries and businesses by the Group. The consideration

transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition date fair value of the assets

transferred and the liabilities incurred. Each identifiable asset and liability is generally measured at its acquisition date fair value except if another

NZ IFRS requires another measurement basis. The excess of the consideration of the acquisition and the amount of any non-controlling interest

in the acquired company, less the Group’s share of the net of the acquisition date amounts of the identifiable assets acquired and the liabilities

assumed is recognised as goodwill. Acquisition related costs are expensed as incurred.

Subsidiaries

Subsidiaries are entities that are controlled, either directly or indirectly, by the Group. The Group controls an entity when it is exposed to,

or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns from its power over the entity.

Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date on

which control ceases.

Intragroup balances and any unrealised gains and losses or income and expenses arising from intragroup transactions, are eliminated in

preparing the consolidated financial statements. Unrealised losses are eliminated in the same way as are unrealised gains unless the transaction

provides evidence of an impairment of the asset transferred.

Transactions with non-controlling interests

Transactions with non-controlling interests that do not result in loss of control are accounted for as equity transactions – that is, as transactions

with the owners in their capacity as owners. The difference between fair value of any consideration paid and the relevant share acquired of

the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposals to non-controlling interests are also

recorded in equity.

New standards, amendments and interpretations

The new amendment to NZ IAS 7 effective for the first time for periods beginning on or after 1 January 2017 aims to improve information about

changes in liabilities arising from financing activities. This information is provided in Note 11 and provides a reconciliation of the opening and

closing carrying amounts for each item for which cash flows have been classified as financial activities and includes changes in financing cash

flows comprising drawdowns and repayments and other non-cash changes for example new finance leases and changes in fair value.

The Group is currently assessing the impact of the following new standards on its financial position, performance and cash flows:

NZ IFRS 9 “Financial Instruments” (effective date: 1 January 2018)

NZ IFRS 9 simplifies the model for classifying and recognising financial instruments and aligns hedge accounting more closely with common risk

management practices. Changes in own credit risk in respect of liabilities designated at fair value through profit or loss can now be presented

within OCI. This change can be adopted early without adopting NZ IFRS 9. The new impairment model requires the recognition of impairment

provisions based on expected credit losses (ECL) rather than only incurred credit losses as it the case under NZ IAS 39. It is likely that this will

result in earlier recognition of impairment losses.

NZIFRS 9 will impact the classification and measurement of the Group’s financial instruments and will require certain additional disclosures and

amended hedge documentation. The changes to recognition and measurement of financial instruments and changes to hedge accounting

rules are not currently considered likely to have any major impact on the Group’s current accounting treatment or hedging activities. Existing

hedge documentation has been updated to ensure compliance with NZ IFRS 9.

NZ IFRS 15 “Revenue from contracts with customers” (effective date: 1 January 2018)

NZ IFRS 15 deals with revenue recognition and establishes principles for reporting useful information to users of financial statements about the

nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers. Revenue is recognised

when a customer obtains control of a good or service and has the ability to direct the use and obtain the benefits from the good or service.

The standard is effective for annual periods beginning on or after 1 January 2018. The standard permits either a full retrospective or a modified

retrospective approach for the adoption. The Group will adopt NZ IFRS 15 effective 1 July 2018 with full retrospective application.

SKY Network Television Limited50

Financial Statements June 201851
The Group has carried out a review of its current sources of revenue with a view to determining whether the requirements of NZ IFRS 15 will

result in changes to the Group’s current reporting practices, whether those changes will affect the Group’s current reporting systems and

whether any reclassifications will be required. The Group has identified several sources of revenue which may be affected all of which are unlikely

to have a significant effect on the Group’s reported revenue or net results. These include installation revenue, customer acquisition

costs and discounted services. In addition a review of the agency versus principal considerations in certain third party contracts has indicated

that the Group will record revenue on the basis that its relationship with the end customer is as a principal. Revenue and expenses are expected

to increase by approximately $11.2 million in the year ending 30 June 2019 and in the comparative period with no effect on the net result, due to

reclassification of discounts or commission.

No significant changes to existing systems and processes have been identified as necessary to comply with NZ IFRS 15.

NZ IFRS 16 “Leases” (effective date: 1 January 2019)

NZ IFRS 16 will primarily change lease accounting for lessees; lease agreements will give rise to the recognition of an asset representing the

right to use the leased item and a loan obligation for future lease payables. Lease costs will be recognised in the form of depreciation of the

right to use asset and interest must be recognised on the lease liability. The new standard will be substantively different for current operating

leases where rental charges are currently recognised on a straight-line basis and no lease asset or lease obligation is recognised. The standard is

effective for accounting periods beginning on or after 1 January 2019. The Group intends to adopt the standard from 1 July 2019.

The Group has assessed the impact of applying NZ IFRS 16 and determined the adjustments to recognise right of use assets and corresponding

lease liabilities are likely to be significant. Most of this value relates to the Optus transponder lease which is currently treated as an operating

lease for accounting purposes. The estimated ratio of net liabilities to total assets would fall from approximately 3.3 to 3.0.

The adoption of NZ IFRS 16 will not have any significant effect on the Group’s banking covenants since adjustment is already in place to treat

Optus as if it was a finance lease contract.

Other than NZ IFRS 9 “Financial Instruments’, NZ IFRS 15 “Revenue from contracts with customers” and NZ IFRS 16 “Leases”, there are no new

standards, amendments or interpretations that have been issued and effective, or not yet effective, that are expected to have a significant

impact on the Group.

Goods and services tax (GST)

The consolidated statement of comprehensive income and consolidated statement of cash flows have been prepared so that all components

are stated exclusive of GST. All items in the consolidated balance sheet are stated net of GST, with the exception of receivables and payables,

which include GST invoiced.

Segmental reporting

Operating segments are reported in a manner consistent with the internal reporting provided to SKY’s group of executive directors who are the

chief operating decision-makers. SKY’s group of executive directors is responsible for allocating resources and assessing performance of the

operating segments. SKY operates in a single business segment; the provision of multi-channel television services in New Zealand.

2. Revenue

IN NZD 0002018 2017

Residential satellite subscriptions681,231725,066

Other subscriptions84,72882,247

Advertising57,04568,084

Other revenue16,72518,088

839,729893,485

Revenue comprises the fair value of the sales of goods and services, net of goods and services tax and is recognised as follows:

Subscription revenue – over the period to which the subscription relates; unearned subscriptions and deferred revenues are revenues

that have been invoiced relating to services not yet performed, principally subscriptions paid in advance (refer note 10);

Advertising revenue – over the period in which the advertising is screened; and

Other revenue – when the product has been delivered to the customer or retailer or in the accounting period in which the actual

service is provided. Other revenue comprises revenues received from installation of decoders and other non-subscriber related revenue.

Notes to the consolidated
financial statements (CONTINUED)

For the year ended 30 June 2018

3. Operating expenses

(Loss)/profit before tax includes the following separate expenses/(credits):

IN NZD 000Notes2018 2017

Depreciation, amortisation and impairment

Depreciation of property, plant and equipment

(1)


8

81,22487,570

Amortisation of intangibles

9

21,19017,578

Impairment of goodwill

9

360,000


Total depreciation, amortisation and impairment

462,414105,148

Bad and doubtful debts

Movement in provision

6

(290)

165

Net write-off

6

1,185

1,732

Total bad and doubtful debts

8951,897

Fees paid to external auditors

Audit fees

(2)

409336

Other services

Assurance report on regulatory returns

23

Other services

(3)


17

Advisory services

Treasury

28

27

Total fees to external auditors

439383

Professional fees in relation to proposed acquisition of Vodafone NZ

21 2,145

Employee costs

(4)

92,69697,040

KiwiSaver employer contributions

2,1802,251

Donations251413

Operating lease and rental expenses36,15237,939

Related party transactions

Remuneration of key management personnel (included in employee costs)

11,41511,949

Directors' fees615555

Dividends paid to directors and key management personnel

(5)

5456

Total related party transactions

12,08412,560

(1)

The majority of depreciation and amortisation relates to broadcasting assets (refer note 8 and 9).

(2)

The audit fee includes the fee for both the annual audit of the financial statements and the review of the interim financial statements.

(3)

Other services comprise reporting on trust deed requirements and on matters related to proposed acquisition of Vodafone NZ.

(4)

All employee costs are short-term employee benefits.

(5)

The Group’s directors and key management personnel collectively had shareholdings of 268,988 shares (2017: 186,778 shares) which carry the normal entitlement

to dividends. Share transactions undertaken by directors can be found as part of the statutory disclosures in the annual report.


Leases under which all the risk and benefits of ownership are substantially retained by the lessor are classified as operating leases.

Operating lease payments are recognised as an expense in the periods the amounts are payable.

Employee entitlements to salaries and wages and annual leave, to be settled within 12 months of the reporting date represent present

obligations resulting from employees’ services provided up to the reporting date, calculated at undiscounted amounts based on

remuneration rates that the Group expects to pay.

Bonus plans are recognised as a liability and an expense for bonuses based on a formula that takes into account the economic value

added by employees during the reporting period. The Group recognises this provision where contractually obliged or where there is a

past practice that has created a constructive obligation.

SKY Network Television Limited52

Financial Statements June 201853
4. Finance costs, net

IN NZD 0002018 2017

Finance income

Interest income(312)(540)

(312)(540)

Finance expense

Interest expense on bank loans10,39510,663

Interest expense on bonds6,1799,064

Finance lease interest 50


Amortisation of bond costs 272361

Bank facility finance fees860922

Total interest expense

17,75621,010

Unrealised exchange loss – foreign currency payables

2,520812

Unrealised exchange gain – foreign currency hedges

(2,513)(1,024)

Realised exchange loss/(gain) – foreign currency payables59(648)

Realised exchange loss – foreign currency hedges –

10

17,51019,620

Interest income is recognised on a time-proportion basis using the effective interest method, which is the rate that exactly discounts

estimated future cash flow receipts through the expected life of the financial asset to that asset’s net carrying amount.

Borrowing costs directly attributable to acquisition, construction or production of an asset that takes a substantial period of time to

prepare for its intended use are capitalised as part of the cost of the respective assets. All other borrowing costs are expensed in the

period in which they are incurred. Borrowing costs consist of interest and other costs that the Group incurs with the borrowing of funds.

Transactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction. Non-monetary items

carried at fair value that are denominated in foreign currencies are translated to New Zealand dollars at the rates prevailing on the date when

the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not re-translated.

Foreign exchange gains and losses resulting from the settlement of foreign currency transactions and from the translation at the year-end

exchange rate of monetary assets and liabilities denominated in foreign currencies are recognised in profit and loss except where hedge

accounting is applied and foreign exchange gains and losses are deferred in other comprehensive income.

Notes to the consolidated
financial statements (CONTINUED)

For the year ended 30 June 2018

5. Taxation

Income tax expense

The total charge for the year can be reconciled to the accounting (loss)/ profit as follows:

IN NZD 0002018 2017

(Loss)/profit before tax

(194,114)167,572

Prima facie tax (credit)/expense at 28%

(54,352)46,920

Non deductible expenses

1

101,098771

Prior year adjustment(132)3,537

Other(54)


Income tax expense

46,56051,228

Allocated between

Current tax payable

50,392

48,658

Deferred tax

(3,832)

2,570

Income tax expense

46,560 51,228

Imputation credits

IN NZD 0002018 2017

Imputation credits available for subsequent reporting periods based on a tax rate of 28% 100,903 80,158

(1)

$100.8 million relates to goodwill impairment.

The above amounts represent the balance of the imputation account as at the end of the reporting period adjusted for:

• Imputation credits that will arise from the payment of the amount of the provision for income tax;

• Imputation debits that will arise from the payment of dividends (excluding the final dividend announced in August).

Availability of these credits is subject to continuity of ownership requirements.

Current income tax expense

Income tax expense represents the sum of the tax currently payable and deferred tax, except to the extent that it relates to items

recognised directly in other comprehensive income, in which case the tax expense is also recognised in other comprehensive income.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in profit and loss because

it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable

or deductible. The Group’s liability for current tax is calculated using the rates that have been enacted or substantively enacted by the

balance date.

SKY Network Television Limited54

Financial Statements June 201855
Deferred tax liabilities and (assets)

The following are the major deferred tax liabilities and assets and the movements thereon during the current and prior reporting periods.

IN NZD 000Notes

Fixed

assets

Leased

assetsOther

Recognised

directly

in equityTotal

For the year ended 30 June 2018

At 1 July 201716,16827,697(3,259)(2,923)37,683

NZ IAS 39 hedging adjustment recognised through other

comprehensive income

13

– – – 7,0377,037

Revaluation of available for sale investment recognised

through other comprehensive income

1

– – – (62)(62)

(Credited)/charged to profit and loss1,375(5,333)126 – (3,832)

Balance at 30 June 2018

17,54322,364(3,133)4,05240,826

Deferred tax reversing within 12 months(5,621)(7,142)(3,133)2,786(13,110)

Deferred tax to reverse after more than 12 months23,16429,506 – 1,26653,936

17,54322,364(3,133)4,05240,826

For the year ended 30 June 2017

At 1 July 201611,91631,117(4,997)(1,989)36,047

NZ IAS 39 hedging adjustment recognised through other

comprehensive income

13

– – – (1,535)(1,535)

Revaluation of available for sale investment recognised

through other comprehensive income

1

– – – 601601

(Credited)/charged to profit and loss4,252(3,420)1,738 – 2,570

Balance at 30 June 201716,16827,697(3,259)(2,923)37,683

Deferred tax reversing within 12 months

701(6,950)(3,140)(1,404)(10,793)

Deferred tax to reverse after more than 12 months

15,46734,647(119)(1,519)48,476

16,16827,697(3,259)(2,923)37,683

Certain deferred tax assets and liabilities have been offset as allowed under NZ IAS 12 where there is a legally enforceable right to set off current

tax assets against current tax liabilities and where the deferred tax assets and liabilities are levied by the same taxation authority.

Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets

and liabilities and their carrying amounts in the financial statements. Deferred income tax is not accounted for if it arises from initial

recognition of an asset or liability in a transaction, other than a business combination, that at the time of the transaction neither affects

accounting nor taxable profit or loss. Deferred income tax is determined using tax rates that have been enacted or substantively enacted

by the balance date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability

is settled. Deferred income tax assets are recognised to the extent that it is probable that future taxable profit will be available against

which the temporary differences can be utilised.

Key estimates and assumptions

Deferred tax assets are recognised for unused tax losses and other deductible temporary differences to the extent that it is probable that

taxable profit will be available against which the losses and other deductible temporary differences can be utilised. Significant management

judgement is required to determine the amount of deferred tax assets that can be recognised based upon the likely timing and level of

future taxable profits. No deferred tax asset has been recognised in relation to Igloo Limited’s (IGLOO) accumulated losses of $12,150,000

(30 June 2017: $12,150,000). Those tax losses can be carried forward for use against future taxable profits of IGLOO subject to meeting the

requirements of the income tax legislation including shareholder continuity.

Notes to the consolidated
financial statements (CONTINUED)

For the year ended 30 June 2018

6. Trade and other receivables

IN NZD 000Notes2018 2017

Trade receivables

56,575 61,529

Less provision for impairment of receivables

(636)(926)

Trade receivables – net

55,939 60,603

Other receivables

1,300 2,739

Prepaid expenses

5,878 6,133

Balance at end of year

63,117 69,475

Deduct prepaid expenses

(5,878)(6,133)

Balance financial instruments

14

57,23963,342

2018 2017

IN NZD 000GrossImpairmentGrossImpairment

Residential subscribers

32,83750434,390380

Commercial subscribers

5,213185,21738

Wholesale customers

11,592– 9,860–

Advertising

5,197279,21961

Commercial music

982110737

Other

1,638662,736410

56,57563661,529926

Trade and other receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest

method, less provision for impairment. Collectability of trade receivables is reviewed on an on-going basis. Debts which are known to be

uncollectible are written off. A provision for impairment of trade receivables is established when there is objective evidence, such as default

or delinquency in payments, that the Group will not be able to collect all amounts due according to the original terms of the receivables.

The amount of the provision is the difference between the asset’s carrying amount and the present value of the estimated future cash flows,

discounted at the effective interest rate. The amount of the provision is expensed in profit and loss.

As at 30 June, the ageing analysis of trade receivables is as follows:

20182017

IN NZD 000

Neither

past due nor

impaired

Past due

but not

impairedImpaired

Neither

past due nor

impaired

Past due

but not

impairedImpaired

Not past due

49,504– – 54,013– –

Past due 0-30 days

– 5,09326– 5,34480

Past due 31-60 days

– 1,11515– 89723

Past due 61-90 days

– 167213– 203197

Greater than 90 days

– 60 382– 146 626

49,5046,43563654,0136,590926

Accounts receivables relating to advertising sales are individually impaired when it is clear that the debt is unlikely to be recovered. Impairment

for all other trade receivables is calculated as a percentage of overdue subscribers in various time buckets based on historical performance of

subscriber payments.

SKY Network Television Limited56

Financial Statements June 201857
Movements in the provision for impairment of receivables were as follows:

IN NZD 000Notes2018 2017

Opening balance

926 763

Charged during the year

3

895 1,897

Utilised during the year

(1,185)(1,734)

Closing balance

636 926

The creation and release of the provision for impaired receivables has been included in subscriber related costs in profit and loss. Amounts

charged to the allowance account are generally written off when there is no expectation of receiving additional cash. The maximum

exposure to credit risk at the reporting date is the fair value of each class of receivable. The Group holds collateral in the form of deposits

for commercial customers.

7. Programme rights inventory

IN NZD 0002018 2017

Opening balance79,00379,765

Acquired during the year267,829286,278

Charged to programming expenses(268,454)(287,040)

Balance at end of year

78,37879,003

Programme rights are recognised at cost, as an asset in the consolidated balance sheet provided the programme is available and the rights

period has commenced at the balance date. Long-term sport rights are executory contracts as the obligation to pay for the rights does not

arise until the event has been delivered. Most sport rights contracts are, however, payable in advance and as such, are recognised only to the

extent of the portion not yet utilised. Rights are expensed over the period they relate to on a proportionate basis depending on the type of

programme right and the expected screening dates, generally not exceeding twelve months. Any rights not expected to be utilised are

written off during the period.

Notes to the consolidated
financial statements (CONTINUED)

For the year ended 30 June 2018

8. Property, plant and equipment

IN NZD 000

Land,

buildings and

leasehold

improvements

Broadcasting

and studio

equipment

Decoders and

associated

equipment

Capitalised

installation

costs

Other

plant and

equipment

Projects

under

developmentTotal

For the year ending 30 June 2018

Cost

Balance at 1 July 2017 64,271 139,786 352,918 306,246 81,631 5,228 950,080

Transfer between categories– 962 – – 906 (1,868)–

Transfer to software assets– – – – – (3,032)(3,032)

Additions 364 550 8,581 18,789 4,850 22,967 56,101

Disposals(53)(2,005)(29,779)(37,825)(10,325)– (79,987)

Balance at 30 June 2018

64,582139,293331,720287,21077,06223,295923,162

Accumulated depreciation

Balance at 1 July 201722,694122,987278,757228,87558,701– 712,014

Depreciation for the year 2,112 8,84630,89631,4597,911– 81,224

Disposals(53)(2,005)(29,554)(37,822)(10,224)– (79,658)

Balance at 30 June 2018

24,753129,828280,099222,51256,388– 713,580

Net book value at 30 June 201839,8299,46551,62164,69820,67423,295209,582

For the year ending 30 June 2017

Cost

Balance at 1 July 2016

63,589 155,268 480,382 403,530 81,551 18,655 1,202,975

Transfer between categories

– 2,043 – – 380 (2,423)–

Transfer to software assets

– – – – – (16,232)(16,232)

Additions

711 3,457 15,929 29,355 4,234 5,228 58,914

Disposals

(29)(20,982)(143,393)(126,639)(4,534) – (295,577)

Balance at 30 June 2017

64,271139,786352,918306,24681,6315,228950,080

Accumulated depreciation

Balance at 1 July 2016

20,478135,611389,194319,74654,630– 919,659

Depreciation for the year

2,244 8,32532,63435,7678,600– 87,570

Disposals

(28)(20,949)(143,071)(126,638)(4,529)– (295,215)

Balance at 30 June 2017

22,694122,987278,757228,87558,701– 712,014

Net book value at 30 June 201741,57716,79974,16177,37122,9305,228238,066

Land, buildings and leasehold improvements at 30 June 2018 includes land with a cost of $8,820,000 (30 June 2017: $8,820,000).

Depreciation related to broadcasting assets (including decoders and capitalised installation costs) of $71,201,000 (30 June 2017: $76,726,000)

accounts for the majority of the total depreciation charge. Due to immateriality of the remaining depreciation, no allocation of deprecation has

been made across expense categories in the consolidated statement of comprehensive income.

The net book value of assets subject to finance leases totals $3,050,000 (30 June 2017: nil).

SKY Network Television Limited58

Financial Statements June 201859
Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses except land which is shown

at cost less impairment. Cost includes expenditure that is directly attributable to the acquisition of the items. Capitalised installation costs

are represented by the cost of satellite dishes, installation costs and direct labour costs. Where parts of and item of property, plant and

equipment have different useful lives, they are accounted for as separate items of property, plant and equipment.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable

that the future economic benefits embodied within the item will flow to the Group and the cost of the item can be measured reliably.

The cost of additions to plant and other assets constructed by the Group consist of all appropriate costs of development, construction

and installation, comprising material, labour, direct overhead and transport costs. For qualifying assets directly attributable interest costs

incurred during the period required to complete and prepare the asset for its intended use are capitalised as part of the total cost. All other

costs are recognised in profit and loss as an expense as incurred. Additions in the current year include $110,000 of capitalised labour costs

(30 June 2017: $954,000).

Projects under development comprises expenditure on partially completed assets. The projects include items of property, plant and

equipment and intangible assets. At completion of the project the costs are allocated to the appropriate asset categories and depreciation

or amortisation commences.

Costs may also include transfers from equity of any gains or losses on qualifying cash flow hedges of foreign currency purchases of

property, plant and equipment.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and recognised in other costs

in profit and loss.

Depreciation

Property, plant and equipment are depreciated using the straight-line method so as to allocate the costs of assets to their residual

values over their estimated useful lives as follows:

AssetsTime

Leasehold improvements5 – 50 years

Buildings50 years

Broadcasting and studio equipment5 – 10 years

Decoders and associated equipment4 – 5 years

Other plant and equipment3 – 10 years

Capitalised installation costs5 years

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance date.

Key estimates and assumptions

The estimated life of technical assets such as decoders and other broadcasting assets is based on management’s best estimates.

Changes in technology may result in the economic life of these assets being different from that estimated previously. The board and

management regularly review economic life assumptions of these assets as part of management reporting procedures.

Notes to the consolidated
financial statements (CONTINUED)

For the year ended 30 June 2018

9. Intangible assets

IN NZD 000Software

Broadcasting

rights

Other

intangibles

Indefinite life

goodwillTotal

For the year ending 30 June 2018

Cost

Balance at 1 July 2017 135,690 2,185 3,167 1,426,293 1,567,335

Transfer from projects under development 3,032 – – – 3,032

Additions 14,559 – – – 14,559

Disposals(14,398)(2,185)(2,084)– (18,667)

Balance at 30 June 2018

138,883– 1,0831,426,2931,566,259

Accumulated amortisation and impairment

Balance at 1 July 2017 72,837 2,185 3,078 962 79,062

Amortisation for the year 21,134 – 56 – 21,190

Impairment– – – 360,000 360,000

Disposals(14,398)(2,185)(2,084)– (18,667)

Balance at 30 June 2018

79,573 – 1,050 360,962 441,585

Net book value at 30 June 201859,310– 331,065,3311,124,674

For the year ending 30 June 2017

Cost




Balance at 1 July 2016 133,593 2,185 3,167 1,426,293 1,565,238

Transfer from projects under development 16,232 – – – 16,232

Additions 16,447 – – – 16,447

Disposals(30,582)– – – (30,582)

Balance at 30 June 2017

135,6902,1853,1671,426,2931,567,335

Accumulated amortisation

Balance at 1 July 2016 86,607 1,419 3,078 962 92,066

Amortisation for the year 16,812 766 – – 17,578

Disposals(30,582)– – – (30,582)

Balance at 30 June 2017

72,837 2,185 3,078 962 79,062

Net book value at 30 June 2017

62,853– 891,425,3311,488,273

The majority of the amortisation charge relates to broadcasting and infrastructure assets. Consequently no allocation has been made across

expense categories in profit and loss.

Goodwill represents the excess of the cost of acquisition over the fair value of the Group’s share of the net identifiable assets, liabilities

and contingent liabilities of the acquired subsidiary at the date of acquisition and the fair value of the non-controlling interest in the

acquiree. The goodwill balance is allocated to the Group’s single operating segment. The majority of the goodwill ($1,422,115,000) arose as

a result of the acquisition of SKY by Independent Newspapers Limited (INL) in 2005. Subsequent acquisitions have resulted in immaterial

increases to goodwill. In the current year testing indicated that the carrying value of goodwill would not be recovered , resulting in an

impairment charge of $360 million.

Broadcasting rights, consisting of UHF spectrum licences are recognised at cost and are amortised on a straight-line basis over the lesser

of the period of the licence term and 20 years.

Software development costs recognised as assets are amortised on a straight-line basis over their estimated useful lives (three to

five years).

Direct costs associated with the development of broadcasting and business software for internal use are capitalised where it is probable

that the asset will generate future economic benefits. Capitalised costs include external direct costs of materials and services consumed

and direct payroll-related costs for employees (including contractors) directly associated with the project and interest costs incurred during

the development stage of a project. Additions in the current year to software include $6,035,000 of accumulated capitalised labour costs,

$5,849,000 of which were incurred in the current year.

SKY Network Television Limited60

Financial Statements June 201861
Goodwill

IN NZD 0002018 2017

Opening balance 1,426,293 1,426,293

Impairment(360,962)(962)

Closing balance

1,065,331 1,425,331

Key estimates and assumptions

Assets that are subject to amortisation and depreciation are tested for impairment whenever events or changes in circumstances

indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying

amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value-in-use.

Assets that have an indefinite useful life, for example goodwill, are not subject to amortisation and are tested at each reporting date for

impairment and whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

The Group operates as a single business segment and monitors goodwill for the business as a whole. If the testing indicates the carrying

value exceeds the recoverable amount, goodwill is considered to be impaired. The recoverable amount of the cash generating unit (CGU)

which is classified within Level 3 of the fair value hierarchy has been determined based on fair value less cost of disposal calculations which

include the benefits of proposed changes to the cost structure of the business as SKY leverages new technologies and adapts its operating

model, some of which would be excluded from a value-in-use calculation.

Key assumptions used in fair value less cost of disposal calculations

Key assumptions are subscriber numbers, churn rates, foreign exchange rates, expected changes to revenue, costs and capital expenditure,

ability to secure key content, including retention of the SANZAAR rugby contract and a discount rate based on current market rates adjusted

for risks specific to the business. Growth rates are based on expected forecasts and changes in prices, direct costs and capital expenditure

are based on past experience and expectations of future changes in the market.

The fair value less cost of disposal calculation is based on the present value of estimated future cash flows, approved by the board, derived

from budgets for financial year 2019 and forecasts for the next four years prepared for the impairment model.

The review has resulted in the fair value less cost of disposal calculated falling below the $1.46 billion carrying value of goodwill by $360

million. This impairment loss recognised in the year ended 30 June 2018 reflects the following key assumptions used in SKY’s model:

- A further decrease in residential subscribers in total of 57,000 (8.3%) over five years (June 2017 – decrease of 56,000 -7.8%).

Core residential subscriber numbers have continued to decline in the year to 30 June 2018 and the impairment model has been updated

to assume they continue to decline at reducing rates over the five years. The decline in satellite subscribers is partially offset by a growth in

retransmission subscribers.

- A decrease in total subscriber ARPU of 17.6% over five years to $62.89 (June 2017 – 0.7% decrease in ARPU to $78.24).

The lower ARPU assumed in the model reflects the combined impacts of the pricing and product offering changes introduced in March

2018, of SKY wholesaling more of its products to third parties for on-sale and of growth in the number of subscribers to the lower price and

lower cost internet delivered products like NEON and FANPASS.

- A decrease in operating costs of $51 million (9.2%) over five years (June 2017 – decrease of $101 million – 16.5%).

The reduction in future operating cost savings reflects that actual savings of $47 million were achieved in FY18. The current model also

treats satellite costs as a finance lease from 1 July 2019, which results in these costs being excluded from future operating costs whereas

they were included as operating costs in the June 2017 model. The cash cost of the satellite lease is still reflected in the fair value calculation.

Other key assumptions in the model are:

- Capital expenditure averaging $80 million per annum over the five years reducing to $70 million in 2023.

- A 0% terminal growth assumption and a 9.0% after tax (12.5% pre-tax) discount rate (June 2017 – 0% and 9.0%).

- A weaker NZD to USD exchange rate, reducing to 0.67 from the second year (June 2017 – 0.70).

The forecast continuing reduction in SKY’s operating costs reflect the lower customer base and the benefits of cost saving initiatives that

have started to be rolled out throughout the business, including savings from using new technology. These reductions have been partially

offset by the effect of the weaker NZ dollar on programming costs.

The Group also compares the net book value of equity with the market capitalisation value at the balance date. The share price at 30 June

2018 was $2.60 (prior year $3.45) equating to a market capitalisation of $1.01 billion. This market value excludes any control premium and

may not reflect the value of 100% of SKY’s equity. The net book value of SKY equity at 30 June 2018 following the $360 million impairment

of goodwill is $1.03 billion ($2.64 per share).

Notes to the consolidated
financial statements (CONTINUED)

For the year ended 30 June 2018

Sensitivity of recoverable amounts

The assessment of fair value less cost of disposal is most sensitive to the assumptions on the net gain in satellite subscriber numbers,

future average revenue per user (ARPU), future cost savings initiatives, the NZD cost of programming rights and the discount rate.

The fair value less cost of disposal calculation would reduce, resulting in a further impairment of goodwill, should there be the following

adverse changes in these key assumptions:

- If satellite subscriber numbers fall by a further 5% over five years, there would be an impairment of approximately $185 million.

- If residential subscriber ARPU fell by a further 5% over five years there would be an impairment of approximately $210 million.

- If cash outflows (either through increased operating costs or increased capital expenditure) were higher by 5% over 5 years there would

be an impairment of approximately $175 million.

- If the discount rate were higher by 1% there would be an impairment of approximately $130 million.

- If the USD/NZD falls 5% to 0.637 there would be an impairment of approximately $50 million.

10. Trade and other payables

IN NZD 000Notes2018 2017

Trade payables 86,103 80,731

Unearned subscriptions and deferred revenue 60,746 64,250

Employee entitlements 14,740 15,559

Accruals 24,465 25,647

Balance at end of year

186,054 186,187

Less

Unearned subscriptions and deferred revenue(60,746)(64,250)

Balance financial instruments

14

125,308121,937

Trade and other payables are initially measured at fair value and are subsequently measured at amortised cost, using the effective

interest method.

11. Borrowings

20182017

IN NZD 000CurrentNon-currentTotalCurrentNon-currentTotal

Borrowings 458 132,625 133,083 – 199,685 199,685

Finance lease 582 2,429 3,011 – – –

Bonds – 99,250 99,250 – 98,978 98,978

1,040 234,304 235,344 – 298,663 298,663

Repayment terms

IN NZD 00020182017

Less than one year 1,040 –

Between one and five years 234,304 298,663

235,344 298,663

Bank Loans

The Group has a revolving credit bank facility of $300 million (30 June 2017: $300 million) expiring 17 July 2020 from a syndicate of banks

comprising ANZ National Bank Limited, Bank of New Zealand, Commonwealth Bank of Australia and Westpac Bank. Bank overdrafts of

$3,307,000 (30 June 2017: $5,701,000) have been set off against cash balances.

Interest-bearing borrowings are recognised initially at fair value less attributable transaction costs. Subsequent to initial recognition,

interest-bearing borrowings are stated at amortised cost with any difference between cost and redemption value being recognised in

profit or loss over the period of the borrowings, using the effective interest method. Arrangement fees are amortised over the term of the

loan facility. Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability

for at least 12 months after the balance date.

Cash and cash equivalents comprise cash balances and call deposits with maturities of three months or less. Bank overdrafts that are

repayable on demand and which form an integral part of the Group’s cash management are included as a component of cash and cash

equivalents for the purpose of the consolidated statement of cash flows.

SKY Network Television Limited62

Financial Statements June 201863
Lease liabilities

2018

IN NZD 000

Future minimum

lease paymentsInterest

Present value of

minimum lease

payments

Less than one year727145582

Between one and five years2,7042752,429

3,4314203,011

The Group’s obligations under finance leases are secured by the lessors’ title to the leased assets. The lease terms are for five years ending on

30 November 2022 and 30 June 2023.

Leases in terms of which the Group assumes substantially all the risk and rewards of ownership are classified as finance leases.

Assets acquired under finance leases are included as non-current assets in the consolidated balance sheet. The lower of fair value and the

present value of the minimum lease payments is recognised as an asset at the beginning of the lease term and depreciated on a straight-line

basis over the shorter of the lease term or the expected useful life of the leased asset. A corresponding liability is also established and each

lease payment is allocated between the liability and interest expense so as to produce a constant period rate of interest on the remaining

balance of the liability.

Bonds

On 31 March 2014 the Group issued bonds for a value of $100 million which were fully subscribed.

Terms and conditions of outstanding bonds are as follows:

20182017

Bond Bond

Nominal interest rate6.25%6.25%

Market yield4.55%4.92%

Issue date31-Mar-1431-Mar-14

Date of maturity31-Mar-2131-Mar-21

IN NZD 000

Carrying amount 99,250 98,978

Fair value 104,375 104,529

Face value 100,000 100,000

Bonds are recognised initially at fair value less costs of issue. Costs of issue are amortised over the period of the bonds. Subsequent to

initial recognition, bonds are stated at amortised cost with any difference between cost and redemption value being recognised in profit

or loss over the period of the bonds, using the effective interest method. Bonds are classified in the consolidated balance sheet as

non-current liabilities unless settlement of the liability is due within twelve months after the balance date.

The difference between carrying amount and fair value has not been recognised in the financial statements as the bonds are intended to

be held until maturity.

Notes to the consolidated
financial statements (CONTINUED)

For the year ended 30 June 2018

11. Borrowings (CONTINUED)

Changes in liabilities arising from financing activities

IN NZD 0001 July 2017

Advances

receivedRepaymentFeesReclass

Change

in fair value 30 June 2018

Current liabilities

Borrowings– – – – 458– 458

Finance lease– – – – 582– 582

Derivatives – interest rate 2,502– (2,502)–412–412

Non-current liabilities

Borrowings199,685 97,000 (166,000)137– – 130,822

Vendor finance– 2,386(125)– (458)– 1,803

Finance lease– 3,182(171)–(582)– 2,429

Bonds98,978– – 272– – 99,250

Derivatives – interest rate 2,796– – –(412)(909)1,475

303,961102,568(168,798)409– (909)237,231

IN NZD 0001 July 2016

Advances

receivedRepaymentFeesReclass

Change

in fair value 30 June 2017

Current liabilities

Bonds199,912– (200,000)88– – –

Derivatives – interest rate 677– (677)– 2,502– 2,502

Non-current liabilities

Borrowings49,468261,000(111,000)217– – 199,685

Bonds98,705– – 273– – 98,978

Derivatives – interest rate 8,986– ––(2,502)(3,688)2,796

357,748261,000(311,677)578– (3,688)303,961

12. Derivative financial instruments

20182017

IN NZD 000NotesAssetsLiabilities

Notional

amountsAssetsLiabilities

Notional

amounts

Interest rate swaps – cash flow hedges– (1,887) 80,000 – (5,298) 188,000

Interest rate swaps – fair value through profit and loss 117 – 10,000 46 – 10,000

Total interest rate derivatives

117(1,887) 90,000 46(5,298) 198,000

Forward foreign exchange contracts – cash flow hedges14,485(336) 382,392 324(8,100) 421,797

Forward foreign exchange contracts – dedesignated 1,621 (25) 36,442 17 (1,621) 46,584

Total forward foreign exchange derivatives

16,106(361) 418,834 341(9,721) 468,381

16,223(2,248) 508,834 387(15,019) 666,381

Analysed as:

Current9,917(595)266,054176(9,038)361,286

Non-current 6,306 (1,653)242,780 211 (5,981)305,095

16,223(2,248)508,834387(15,019)666,381

Derivatives used for hedging – cash flow hedges

14

14,485(2,223)462,392324(13,398)609,797

At fair value through profit or loss

14

1,738 (25) 46,442 63 (1,621) 56,584

16,223(2,248)508,834387(15,019)666,381

SKY Network Television Limited64

Financial Statements June 201865
Exchange rates

Foreign exchange rates used at balance date for the New Zealand dollar are:

20182017

USD

0.67740.7315

AUD

0.91470.9530

GBP

0.51280.5623

EUR

0.57930.6402

JPY

74.980781.9792

Credit risk – derivative financial instruments

The maximum exposure to credit risk on the derivative financial instruments is the value of the derivative assets’ receivable portion of

$16,233,000 (2017: $387,000).

Exposure to currency risk

The Group’s exposure to foreign currency risk that has been covered by forward foreign exchange contracts is as follows:

20182017

IN NZD 000USDAUDOtherUSDAUDOther

Foreign currency payables

(27,787)(16,668)(882)(28,822)(17,918) –

Dedesignated forward exchange contracts

21,59214,850 – 29,92116,664 –

Net balance sheet exposure

(6,195)(1,838)(882)1,099(1,254)–

Forward exchange contracts (for forecasted transactions)

223,652158,740 – 273,746147,082968

Total forward exchange contracts

245,244173,590–303,667163,746968

Sensitivity analysis

A 10% strengthening or weakening of the NZD against the following currencies as at 30 June would have resulted in changes to equity (hedging

reserve) and unrealised gain/losses (before tax) as shown below. Based on historical movements, a 10% increase or decrease in the NZD is

considered to be a reasonable estimate. This analysis assumes that all other variables, in particular interest rates, remain constant. The analysis is

performed on the same basis for the prior year.

10% rate increase10% rate decrease

IN NZD 000 gain/(loss)Equity

Profit

or lossEquity

Profit

or loss

As at 30 June 2018

Foreign currency payables

USD – 2,526– (3,087)

AUD– 1,823– (2,229)

Foreign exchange hedges

USD(20,058)(2,058)24,5152,515

AUD(14,353)(1,385)17,5441,692

(34,411)90742,059(1,109)

As at 30 June 2017

Foreign currency payables

USD – 2,622– (3,205)

AUD– 2,025– (2,475)

Foreign exchange hedges

USD(23,707)(1,725)29,0482,110

AUD(12,936)(1,475)15,8221,803

Other(85)– 103–

(36,728)1,44744,973(1,767)

Notes to the consolidated
financial statements (CONTINUED)

For the year ended 30 June 2018

12. Derivative financial instruments (CONTINUED)

Interest rates

During the year ended 30 June 2018, interest rates on borrowings varied in the range of 3.3% to 6.5% (2017:3.2% to 6.5%).

The Group’s interest rate structure is as follows:

20182017

IN NZD 000Notes

Effective

interest rateCurrentNon-current

Effective

interest rateCurrentNon-current

Assets

Cash and cash equivalents3.87%4,694– 2.31%5,444–

Liabilities

Borrowings

11

5.58%(458)(132,625)5.36%– (199,685)

Financial leases

11

6.15%(582)(2,429)– – –

Bonds

11

6.18%– (99,250)6.04%– (98,978)

Derivatives

Floating to fixed interest rate swaps– 20,000 60,000– 108,000 80,000

Fixed to floating interest rate swaps–– 10,000 –– 10,000

23,654(164,304)113,444(208,663)

Gains and losses recognised in the hedging reserve in equity (note 13) on interest rate hedges as at 30 June 2018 will be continuously released to

profit or loss within finance cost until the repayment of the bank borrowings and bonds. In the prior year the revolving credit facility was utilised

to repay the bond. The interest rate swap designated to the bond were designated to the floating rate debt.

Sensitivity analysis for interest-bearing instruments

A change of 100 basis points in interest rates on the reporting date, would have increased/(decreased) equity (hedging reserve) and profit or loss

(before tax) by the amounts shown below. Based on historical movements a 100 basis point movement is considered to be a reasonably possible

estimate. The analysis is performed on the same basis for the prior year. This analysis assumes that all other variables remain constant.

100 BP increase100 BP decrease

IN NZD 000 gain/(loss)Equity

Profit

or lossEquity

Profit

or loss

As at 30 June 2018

Variable rate instruments - bank loans– (1,260)– 1,260

Interest rate hedges - cash flow698– (709)–

698(1,260)(709)1,260

As at 30 June 2017

Variable rate instruments - bank loans– (1,938)– 1,938

Interest rate hedges - cash flow1,710– (1,762)–

1,710(1,938)(1,762)1,938

Derivative financial instruments are used to hedge the Group’s exposure to foreign exchange and interest rate risks. The Group does not

hold or issue derivatives for trading purposes. However derivatives that do not qualify for hedge accounting are accounted for as trading

instruments. Derivative financial instruments are initially recognised at fair value on the date a derivative contract is entered into and are

re-measured at their fair value at subsequent reporting dates. The method of recognising the resulting gain or loss depends on whether the

derivative is designated as a hedging instrument and, if so, the nature of the item being hedged.

At inception the Group documents the relationship between hedging instruments and hedged items, as well as its risk management

objective and strategy for undertaking various hedge transactions. This process includes linking all derivatives designated as hedges to

specific assets and liabilities or to specific firm commitments or forecast transactions. The Group also documents its assessment, both at

hedge inception and on an on-going basis, of whether the derivatives that are used in hedging transactions are highly effective in offsetting

changes in cash flows of hedged items.

SKY Network Television Limited66

Financial Statements June 201867
Derivatives consist of currency forwards and interest rate swaps. The fair value is recognised in the hedging reserve within equity until such

time as the hedged item will affect profit or loss. The amounts accumulated in equity are either released to profit or loss or used to adjust the

carrying value of assets purchased. For example, when hedging forecast purchase of programme rights in foreign currency, the gains and

losses previously deferred in equity are transferred from equity and included in the initial measurement of the cost of the programme rights.

The deferred amounts are ultimately recognised in programme rights’ expenses in profit or loss.

Amounts accumulated in the hedging reserve in equity on interest rate swaps are recycled in profit or loss in the periods when the hedged

item affects profit or loss (for example when the forecast interest payment that is hedged is made). The gain or loss relating to any ineffective

portion is recognised in profit or loss as “interest rate swaps - fair value” in finance costs. The gain or loss relating to interest rate swaps which

do not qualify for hedge accounting is recognised in profit or loss within the interest expense charge in “finance costs, net”.

When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or

loss existing in equity at that time remains in equity and is recognised when the forecast transaction is ultimately recognised in profit or loss.

When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred

to profit or loss. Changes in the fair value of any derivative instruments that do not qualify for hedge accounting are recognised immediately

in profit or loss.

13. Equity

Share capital

Number of shares

(000)

Ordinary shares

(NZD 000)

Shares on issue at 30 June 2018 and 30 June 2017389,140577,403

Ordinary shares are fully paid and have no par value. The shares rank equally, carry voting rights and participate in distributions.

Earnings per share

Basic earnings per share

Basic earnings per share are calculated by dividing the profit attributable to equity holders of the Company by the weighted average number

of ordinary shares in issue during the year.

20182017

(Loss)/profit after tax attributable to equity holders of Parent (NZD 000)(240,956)116,026

Weighted average number of ordinary shares on issue (000)389,140389,140

Basic (loss)/earnings per share (cents)

(61.92)29.82

Underlying earnings per share

(Loss)/profit after tax attributable to equity holders of Parent (NZD 000)(240,956)116,026

Adjust goodwill impairment360,000–

Underlying profit after tax attributable to equity holders of the parent

119,044116,026

Weighted average number of ordinary shares on issue (000)389,140389,140

Underlying earnings per share (cents)

30.5929.82

Weighted average number of ordinary shares

NumberNumber

Issued ordinary shares at beginning of year

389,139,785389,139,785

Issued ordinary shares at end of year

389,139,785389,139,785

Weighted average number of ordinary shares

389,139,785389,139,785

Diluted earnings per share

Diluted earnings per share is calculated by adjusting the weighted average of ordinary shares outstanding to assume conversion of all dilutive

potential ordinary shares. SKY had no dilutive potential ordinary shares during the current or prior period.

Notes to the consolidated
financial statements (CONTINUED)

For the year ended 30 June 2018

13. Equity (CONTINUED)

Hedging reserve

IN NZD 000Notes2018 2017

Balance at 1 July(9,062)(5,112)

Cash flow hedges

Revaluation14,258(11,189)

Transfer to profit or loss10,8735,704

Deferred tax

5

(7,037)1,535

18,094(3,950)

Balance at end of year

9,032(9,062)

14. Financial risk management

Financial risk management objectives

The Group undertakes transactions in a range of financial instruments which include cash and cash deposits, receivables, payables, derivatives

and various forms of borrowings including bonds and bank loans.

These activities result in exposure to financial risks that include market risk (currency risk, fair value interest rate risk, cash flow interest rate risk

and price risk), credit risk and liquidity risk.

The Group seeks to minimise the effects of currency and interest rate risks by using derivative financial instruments to hedge these risk

exposures. The use of financial derivatives is governed by the Group’s policies approved by the board of directors, which provides written

principles on foreign exchange risk, interest rate risk, credit risk, the use of financial derivatives and non-derivative financial instruments, and

the investment of excess liquidity. The Group does not enter into or trade financial instruments, including derivative financial instruments, for

speculative purposes.

The Corporate Treasury function reports monthly to the board of directors. The board has an audit and risk committee which is responsible for

developing and monitoring the Group’s risk management policies.

Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates will affect the Group’s income or the

value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within

acceptable parameters, while optimising the return on risk.

The Group buys and sells derivatives in the ordinary course of business, and also incurs financial liabilities, in order to manage market risks.

All such transactions are carried out within the guidelines set by the board. Generally the Group seeks to apply hedge accounting in order to

manage income statement volatility.

a) Foreign exchange risk

The Group is exposed to foreign exchange risk arising from various currency exposures primarily with respect to the Australian dollar and the

United States dollar in relation to purchases of programme rights and the lease of transponders on the satellite. Foreign exchange risk arises

when purchases are denominated in a currency that is not the entity’s functional currency. The net position in each foreign currency is managed

by using forward currency contracts and foreign currency options and collars to limit the Group’s exposure to currency risk.

The Group’s risk management policy is to hedge foreign capital expenditure (Capex) and foreign operating expenditure (Opex) in accordance

with the following parameters. Approximately 90% of anticipated transactions in each major currency qualify as ‘highly probable’ forecast

transactions for hedge accounting purposes.

SKY Network Television Limited68

Financial Statements June 201869
Period

Minimum

hedging

Maximum

hedging

CapexCapex order greater than NZD $250,000

Time of issuing order100%100%

OpexFixed commitments

Up to 3 years100%100%

> 3 years0%100%

OpexVariable commitments

0-12 months85%95%

13-24 months0%50%

25-26 months0%30%

b) Cash flow and fair value interest rate risk

The Group’s interest rate risk arises from long-term borrowings. Borrowings issued at variable rates expose the Group to cash flow interest rate

risk. Borrowings issued at fixed rates expose the Group to fair value interest rate risk. Group policy is to maintain its borrowings in fixed rate

instruments as follows:

Period

Minimum

hedging

Maximum

hedging

Variable rate borrowings

1-3 years40%90%

3-5 years20%60%

5-10 years0%30%

The Group manages its cash flow interest rate risk by using floating-to-fixed interest rate swaps. Such interest rate swaps have the economic

effect of converting borrowings from floating rates to fixed rates. Under the interest rate swaps, the Group agrees with other parties to exchange,

at specified intervals (quarterly), the difference between fixed contract rates and floating rate interest amounts calculated by reference to the

agreed notional principal amounts. The Group also enters into fixed-to-floating interest rate swaps to hedge fair value interest rate risk arising

where it has borrowed at fixed rates.

c) Price risk

The Group does not have any price risk exposure.

Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations

and arises from cash and cash equivalents, deposits with banks, derivative financial instruments and the Group’s receivables from customers.

The Group has no significant concentrations of credit risk.

Credit risk with respect to trade receivables is limited due to the large number of subscribers included in the Group’s subscriber base. In addition,

receivables balances are monitored on an on-going basis with the result that the Group’s exposure to bad debts is not significant. The Group

establishes an allowance for impairment that represents its estimate of incurred losses in respect of trade receivables. The main components

of this allowance are a specific loss component that relates to individually significant exposures, and a collective loss component established

for groups of similar assets in respect of losses that have been incurred but not yet identified. The collective loss allowance is determined based

on historical data of payment statistics for similar financial assets. The maximum exposure is the carrying amount as disclosed in note 6.

Derivative counterparties and cash transactions are limited to high credit quality financial institutions. The Group has policies that limit the

amount of credit exposure to any one financial institution.

Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. Prudent liquidity risk management

implies maintaining sufficient cash and cash equivalents, the availability of funding through an adequate amount of committed credit facilities

and the ability to close out market positions. The Group aims to maintain flexibility in funding by keeping committed credit lines available.

Management monitors the Group’s cash requirements on a daily basis against expected cash flows based on a rolling daily cash flow forecast

for at least 90 days in advance. In addition the Group compares actual cash flow reserves against forecast and budget on a monthly basis.

The Group had an undrawn facility balance of $169 million (June 2017: $100 million) that can be drawn down to meet short-term working capital

requirements. The facility limit at 30 June 2018 is $300 million (30 June 2017: $300 million)

Notes to the consolidated
financial statements (CONTINUED)

For the year ended 30 June 2018

14. Financial risk management (CONTINUED)

The table below analyses the Group’s financial liabilities into relevant maturity groupings based on the remaining period from the balance date

to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows, including interest payments in

respect of financial liabilities and the net settled interest rate derivatives that are in a loss position at balance date. Balances due within 12 months

equal their carrying value as the impact of discounting is not significant.

IN NZD 000Notes

Carrying

amount

Contractual

cash flows

Less than

one year1-2 years2-5 years

At 30 June 2018

Non derivative financial liabilities

Secured bank loans

11

130,822 (140,330)(4,559)(4,559)(131,212)

Other loans

11

2,261 (2,376)(500)(500)(1,376)

Finance leases

11

3,011 (3,402)(728)(728)(1,946)

Bonds

11

99,250 (117,188)(6,250)(6,250)(104,688)

Trade and other payables

10

125,308 (125,308)(125,308)– –

Derivative financial liabilities

Forward exchange contracts used for hedging –

net outflow/inflow

(1)

12

361 (373)(184)(189)–

Interest rate swaps

(1)

12

1,887 (1,708)(1,268)(440)–

362,900(390,685)(138,797)(12,666)(239,222)

At 30 June 2017

Non derivative financial liabilities

Secured bank loans

11

199,685 (221,204)(6,960)(6,960)(207,284)

Bonds

11

98,978 (123,438)(6,250)(6,250)(110,938)

Trade and other payables

10

121,937 (121,937)(121,937)– –

Derivative financial liabilities

Forward exchange contracts used for hedging –

net outflow/inflow

(1)

12

9,721 (9,911)(6,598)(2,279)(1,034)

Interest rate swaps

(1)

12

5,298 (5,242)(3,534)(1,257)(451)

435,619(481,732)(145,279)(16,746)(319,707)

(1)

The table excludes the contractual cash flows of the interest rate swaps and forward exchange contracts which are included in assets.

SKY Network Television Limited70

Financial Statements June 201871
The table below analyses the Group’s foreign exchange derivative financial instruments which will be settled on a gross basis into relevant

maturity groupings based on the remaining period at the balance date to the contractual maturity date. The amounts disclosed in the table are

the contractual undiscounted cash flows. Inflows have been calculated using balance date spot rates.

IN NZD 000

Exchange

rate

Contractual

cash flows

foreign

exchange

amount

Contractual

cash flows

Less than

one year1-2 years3-5 years

At 30 June 2018

Forward foreign exchange contracts

Outflow (at FX hedge rate)

USD––(245,244)(141,520)(77,212)(26,512)

AUD––(173,590)(104,534)(48,275)(20,781)

Inflow (at year end market rate)

USD0.6774 175,191 258,623149,24081,42427,958

AUD0.9147 161,516 176,578106,33449,10621,139

16,3679,5205,0431,804

At 30 June 2017

Forward foreign exchange contracts

Outflow (at FX hedge rate)

USD––(303,668)(151,636)(73,242)(78,790)

AUD––(163,746)(100,682)(43,218)(19,846)

YEN––(636)(636)– –

Inflow (at year end market rate)

USD0.7315 214,375 293,062146,34070,68476,038

AUD0.9530 153,221 160,77898,85742,43519,486

YEN81.9792 49,084 599599– –

(13,611)(7,158)(3,341)(3,112)

Capital risk management

The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns

for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. The Group’s overall

strategy for capital risk management remains unchanged from 2017.

The capital structure of the Group consists of debt which includes the borrowings disclosed in note 11, cash and cash equivalents and equity

attributable to equity holders of the Parent comprising share capital, hedging reserve and retained earnings as disclosed in note 13.

The board reviews the Group’s capital structure on a regular basis. The Group has a facility agreement in place with a syndicate of banks and

a retail bond issue as described in note 11.

Notes to the consolidated
financial statements (CONTINUED)

For the year ended 30 June 2018

14. Financial risk management (CONTINUED)

The gearing ratio at the year-end was as follows:

IN NZD 000Notes2018 2017

Debt

11

235,344 298,663

Cash and cash equivalents

(4,694)(5,444)

Net debt

230,650 293,219

Equity

1,026,687 1,327,878

Net debt to equity ratio

22%22%

The Group’s bank loan facility is subject to a number of covenants, including interest and debt cover ratios, calculated and reported quarterly,

with which it has complied for the entire year reported (2017: complied).

Fair value estimation

The methods used to estimate the fair value of financial instruments are as follows:

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices)

or indirectly (that is, derived from prices).

Level 3: Inputs for the asset or liability that are not based on observable market data (that is unobservable inputs), for example discounted

cash flow.

SKY’s financial assets and liabilities carried at fair value are valued on a level 2 basis other than the available for sale investment (refer note 1)

that is valued on a level 3 basis.

IN NZD 000Notes2018 2017

Assets measured at fair value

Trading derivatives – de-designated or not hedge accounted

12

1,738 63

Derivatives used for hedging – cash flow hedges

12

14,485324

Available for sale investment

1

6,3346,552

Total assets

22,5576,939

Liabilities measured at fair value

Trading derivatives – de-designated or not hedge accounted

12

(25)(1,621)

Derivatives used for hedging – cash flow hedges

12

(2,223)(13,398)

Total liabilities

(2,248)(15,019)

The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. These valuation

techniques maximise the use of observable market data where it is available and rely as little as possible on entity specific estimates. If all

significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

The Group uses a variety of methods and assumptions that are based on market conditions existing at each balance date. Techniques, such as

estimated discounted cash flows, are used to determine the fair value of financial instruments. The fair value of forward exchange contracts is

based on market forward foreign exchange rates at year end. The fair value of interest rate swaps is the estimated amount that the Group would

receive or pay to terminate the swap at the reporting date, taking into account current interest rates, observable yield curves and the current

creditworthiness of the swap counterparties.


SKY Network Television Limited72

Financial Statements June 201873
Fair value of financial instruments carried at amortised cost

20182017

IN NZD 000Notes

Carrying

Amount

Fair

Value

Carrying

Amount

Fair

Value

Financial assets

Loans and receivables

Cash and cash equivalents4,6944,6945,4445,444

Trade and other receivables

6

57,23957,23963,34263,342

Total assets

61,93361,93368,78668,786

Financial liabilities held at amortised cost

Bank loans

11

130,822128,580199,685198,037

Other loans

11

2,2612,059– –

Finance leases

11

3,0112,907– –

Bonds

11

99,520104,37598,978104,529

Trade and other payables

10

125,308125,308121,937121,937

Total liabilities

360,922363,229420,600424,503

The fair values of financial assets and financial liabilities are determined as follows:

Cash and short-term deposits, trade and other receivables carried at amortised cost, trade and other payables, and other current liabilities

approximate their carrying amounts largely due to the short-term maturities of these instruments.

The fair value of quoted notes and bonds is based on price quotations at the reporting date being a level 1 basis. The fair value of loans from

banks and lease liabilities is estimated on a level 3 basis by discounting future cash flows using rates currently available for debt on similar terms,

credit risk and remaining maturities. The fair value of related party receivables is estimated on a level 3 basis by discounting future cash flows

using rates currently available for deposits on similar terms.

Classification

Financial assets are classified in the following categories: at fair value through profit or loss, or loans and receivables. The classification

depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets

at initial recognition and re-evaluates this designation at each reporting date.

All purchases and sales of financial assets are recognised on the trade date, which is the date that the Group commits to purchase the

assets. Purchases or sales of financial assets are sales or purchases that require delivery of assets within the period generally established

by regulation or convention in the marketplace.

Financial assets at fair value through profit or loss

Financial assets at fair value through profit or loss are financial assets held for trading. A financial asset is classified in this category if

acquired principally for the purpose of selling in the short-term. Derivatives are categorised as held for trading unless they are designated

as hedges. Gains or losses arising from changes in the fair value of the “financial assets at fair value through profit or loss” category are

recognised in profit or loss.

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market.

They are included in current assets, except for those assets with maturities greater than 12 months after the balance date when they are

classified as non-current assets. The Group’s loans and receivables comprise trade and other receivables and cash and cash equivalents

in the consolidated balance sheet. Gains or losses are recognised in profit or loss when the loans and receivables are derecognised or

impaired as well as through the amortisation process.

Impairment of financial assets

The Group assesses at each balance date whether there is objective evidence, such as default or delinquency in payment, that a financial

asset or group of financial assets is impaired. If there is objective evidence that an impairment loss on assets carried at amortised cost

has been incurred, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of

estimated future cash flows discounted at the financial asset’s original effective interest rate. The carrying amount of the asset is reduced

through use of an allowance account with the amount of the loss being recognised in profit or loss.

Notes to the consolidated
financial statements (CONTINUED)

For the year ended 30 June 2018

15. Commitments

IN NZD 0002018 2017

Operating leases – future minimum lease payments:

Year 1

34,78235,134

Year 2

34,27233,873

Year 3

34,60733,285

Year 4

14,28033,170

Year 5

–14,006

Later than five years

–72

117,941149,540

Contracts for transmission services:

Year 1

4,9874,697

Year 2

4,994539

Year 3

2,514245

12,4955,481

Contracts for future programmes:

Year 1

211,628202,415

Year 2

172,462181,110

Year 3

101,784146,953

Year 4

33,07683,361

Year 5

19,77633,391

Later than five years

2,66619,331

541,392666,561

Capital expenditure commitments:

Property, plant and equipment

Year 1

2,6618,813

2,6618,813

Other services commitments:

Year 1

11,3447,508

Year 2

2,0551,562

Year 3

1,188978

Year 4

233970

Year 5

–193

14,82011,211

The Group has entered into a contract with Optus Networks Pty Limited (Optus) to lease transponders on the D1 satellite which was launched

in October 2006 and commissioned in November 2006. The contract is for a period of 15 years from the time of commissioning with monthly

payments in Australian dollars. This contract is accounted for as an operating lease. Non-cancellable operating lease payments, including Optus

lease payments, are included in operating leases above.

SKY is currently utilising seven transponders, six of which are on a long-term lease. Access to the seventh transponder was negotiated, effective

from 1 April 2011.

SKY Network Television Limited74

Financial Statements June 201875
16. Contingent liabilities

The Group has undrawn letters of credit at 30 June 2018 of $650,000 (30 June 2017: $650,000), relating to Datacom Employer Services for

SKY executive and Screen Enterprises Limited payroll liabilities in the current year.

The Group is subject to litigation incidental to their business, none of which is expected to be material. No provision has been made in the

Group’s financial statements in relation to any current litigation and the directors believe that such litigation will not have a significant effect on

the Group’s financial position, results of operations or cash flows.

17. Subsequent events

On 23 August 2018 the Board of Directors announced that it will pay a fully imputed dividend of 7.5 cents per share with the record date being

7 September 2018. A supplementary dividend of 1.3235 cents per share will be paid to non-resident shareholders subject to the foreign investor

tax credit regime.

In July 2018 the available for sale investment in 90 Seconds was sold for book value of $6.3 million.

SKY Network Television Limited76
The consolidated financial statements comprise:

• the consolidated balance sheet as at 30 June 2018;

• the consolidated statement of comprehensive income for the year then ended;

• the consolidated statement 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 consolidated financial statements, which include significant accounting policies.

Our opinion

In our opinion, the consolidated financial statements of Sky Network Television Limited (SKY or the Company), including its subsidiaries (the

Group), present fairly, in all material respects, the financial position of the Group as at 30 June 2018, its financial performance and its cash flows

for the year then ended in accordance with New Zealand Equivalents to International Financial Reporting Standards (NZ IFRS) and International

Financial Reporting Standards (IFRS).

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs NZ) and International Standards on

Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the consolidated

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.

We are independent of the Group in accordance with Professional and Ethical Standard 1 (Revised) Code of Ethics for Assurance Practitioners

(PES 1) issued by the New Zealand Auditing and Assurance Standards Board and the International Ethics Standards Board for Accountants’

Code of Ethics for Professional Accountants (IESBA Code), and we have fulfilled our other ethical responsibilities in accordance with

these requirements.

Our firm carries out other services for the Group in the areas of treasury advisory services and assurance over regulatory reporting. In addition,

certain partners and employees of our firm may subscribe to SKY services on normal terms within the ordinary course of the trading activities of

the Group. The provision of these other services has not impaired our independence.

Our audit approach

Overview

An audit is designed to obtain reasonable assurance whether the financial statements are free from material misstatement.

For the purpose of our audit, we applied a threshold of overall group materiality of $8.3 million, which represents 5%

of loss before tax, adjusted to exclude the goodwill impairment charge of $360 million.

We have determined that there is one key audit matter:

• Carrying value of goodwill

Materiality

The scope of our audit was influenced by our application of materiality.

Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the overall Group materiality for

the consolidated financial statements as a whole as set out above. These, together with qualitative considerations, helped us to determine the

scope of our audit, the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually and in

aggregate on the consolidated financial statements as a whole.

Independent auditor’s report

To the shareholders of Sky Network Television Limited

PricewaterhouseCoopers, 188 Quay Street, Private Bag 92162, Auckland 1142, New Zealand

T: +64 (9) 355 8000, F: +64 (9) 355 8001, www.pwc.com/nz

Financial Statements June 201877
Audit scope

We designed our audit by assessing the risks of material misstatement in the consolidated financial statements and our application of materiality.

As in all of our audits, we also addressed the risk of management override of internal controls including among other matters, consideration of

whether there was evidence of bias that represented a risk of material misstatement due to fraud.

We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the consolidated financial statements

as a whole, taking into account the structure of the Group, the accounting processes and controls, and the industry in which the Group operates.

The Group’s finance function is centralised at the Head Office in Auckland. All audit work in respect of the consolidated financial statements was

performed by the Group engagement team.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial

statements of the current year. These matters were addressed in the context of our audit of the consolidated financial statements as a whole,

and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matterHow our audit addressed the key audit

Carrying value of goodwill

The Group has a goodwill balance of $1,065 million at 30 June 2018

(30 June 2017: $1,425 million) that arose on the acquisition of SKY by

Independent Newspapers Limited in 2005. An impairment charge of

$360 million has been recorded against this balance in the current

financial year.

SKY’s business is affected by digital disruption in the media industry

and this increases the risk of impairment. The carrying value of

goodwill is dependent on future cash flows and there is risk that if

these cash flows do not meet the Group’s expectations goodwill

may be impaired.

To assess whether or not there is an impairment in the carrying value

of goodwill management utilised a fair value less costs of disposal

methodology to determine the value of the business, including

goodwill, using discounted cash flows. The estimated future cash

flows used in the model were based on the budget for the next

financial year and forecast cash flows for the following four years

prepared for the purposes of the impairment model.

The forecasts in the current model include the benefit of cost

savings expected in response to the changes in SKY’s business and

the marketplace, some of which would be excluded under a value

in use methodology. Consequently, at 30 June 2018 management

considered the recoverable amount using the fair value less costs of

disposal methodology as being the most appropriate approach.

The cash flow forecasts used in the model involve subjective

estimates about future business performance. Certain assumptions

made by management in the impairment review are key estimates,

including subscriber numbers and churn rates, average revenue

per user (ARPU), ability to continue to secure key content, foreign

exchange rates, expected changes to revenue, costs and capital

expenditure, overall long-term growth rates and discount rates used.

Adverse changes in these assumptions might lead to an impairment

in the carrying value of goodwill.

In their assessment management determined that the model was

most sensitive to changes in the assumptions relating to subscriber

numbers, ARPU, reductions achieved in cash outflows through either

operating expenses or capital expenditure, the discount rate and the

USD/NZD exchange rate.

We obtained management’s fair value less costs of disposal model

used to assess the carrying value of goodwill at 30 June 2018.

Our audit procedures included the following:

Assessing management’s processes and controls over preparing

the model.

Assessing the appropriateness of using a fair value less costs of

disposal approach against the applicable accounting standard.

We tested the calculation of the valuation model, including the inputs

and the mathematical accuracy and compared the resulting balances

to the relevant net assets of the business.

We assessed the key estimates and assumptions made by

management. Our procedures included the following:

• Ensured that the impairment model used by management to assess

the impairment of goodwill was approved by the Board.

• Considered the reasonableness of key assumptions, including

movements in subscriber numbers, ARPU, foreign exchange rates,

expected revenue and costs in the next 5 years, the on-going level

of capex and the long-term growth rate with reference to SKY’s

performance historically, particularly in recent periods, analysis

of subscriber tenure and churn, key initiatives being taken and

comparison to available broker reports.

• We engaged our own expert to review the structure of the model, to

recalculate the weighted average cost of capital used as the discount

rate in the model and to review external evidence for the rate used for

cost of disposal. We determined that the rates used by management

were within a reasonable range given estimation uncertainty.

• We reviewed management’s secondary assessment of fair value less

costs of disposal based on market capitalisation at balance date.

• We obtained and evaluated management’s sensitivity analyses to

ascertain the impact of reasonably possible changes. For each of

the scenarios we tested the mathematical accuracy of the model,

assessed whether the changes were reasonably possible and

tested the impact of those changes on the valuation.

SKY Network Television Limited78
Key audit matterHow our audit addressed the key audit

Management also considered market capitalisation at balance

date as a secondary assessment of fair value less costs of disposal,

taking into account that market capitalisation does not include any

control premium.

As a result of the impairment review, the Directors identified an

impairment in the carrying value of goodwill at 30 June 2018 and

reasonably possible changes in key assumptions that could result

in further impairment, as disclosed in note 9.

We reviewed the disclosures in note 9 to the financial statements

to ensure they are compliant with the requirements of the

accounting standards.

As a result of our audit procedures we had no significant matters

to report.

Information other than the financial statements and auditor’s report

The Directors are responsible for the annual report. Our opinion on the consolidated financial statements does not cover the other information

included in the annual report and we do not, and will not, express any form of assurance conclusion on the other information.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider

whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or

otherwise appears to be materially misstated. If, based on the work we have performed on the other information that we obtained prior to the

date of this auditor’s report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We

have nothing to report in this regard except that not all other information to be included in the annual report was available to us at the date of

our signing. Prior to the date of this report we had received and read the Chairman’s Letter, Chief Executive’s Letter, Financial Overview, Financial

Trends and Directors’ Responsibility Statement. The Other Information section of the annual report, including Corporate Governance and

Company and Bondholder Information, and the Board of Directors section are expected to be made available to us after the date of this report.

Responsibilities of the Directors for the consolidated financial statements

The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of the consolidated financial statements

in accordance with NZ IFRS and IFRS, and for such internal control as the Directors determine is necessary to enable the preparation of

consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the Directors are responsible for assessing the Group’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 to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements, as a whole, are free from material

misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of

assurance, but is not a guarantee that an audit conducted in accordance with ISAs NZ and ISAs 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 consolidated financial statements.

A further description of our responsibilities for the audit of the financial statements is located at the External Reporting Board’s website at:

https://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-1/

This description forms part of our auditor’s report.

Who we report to

This report is made solely to the Company’s shareholders, as a body. Our audit work has been undertaken so that we might state those matters

which we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or

assume responsibility to anyone other than the Company and the Company’s shareholders, as a body, for our audit work, for this report or for the

opinions we have formed.

The engagement partner on the audit resulting in this independent auditor’s report is Leopino Foliaki.

For and on behalf of:

Chartered Accountants Auckland

23 August 2018

Independent auditor’s report (CONTINUED)

To the shareholders of Sky Network Television Limited

Other
information

Corporate governance 80

Interests register 83

Company and bondholder information 85

Waivers and information 90

Share market and other information 91

Directory 92

Financial Statements June 201879

SKY Network Television Limited80
Corporate governance

This section includes a summary of SKY’s corporate governance

practices, policies and procedures. SKY has a more detailed

corporate governance statement available online at

www.sky.co.nz/investor-relations, which provides the

required disclosures and compliance statements under the

ASX Corporate Governance Principles and Recommendations

and the NZX Corporate Governance Code as at 23 August 2018.

That corporate governance statement has been approved by

the board.

Board of Directors

Membership and committees

SKY’s board is elected or appointed by the shareholders of SKY

by ordinary resolution. SKY’s constitution provides for a minimum

of three directors and a maximum of ten directors. The actual number

of directors may be changed by resolution of the board. As at

30 June 2018, the board consisted of six directors whose relevant

skills, experience and expertise are outlined in their biographies on

pages 32 and 33 and in the detailed corporate governance statement

on SKY’s website. The nomination and remuneration committee has

a formal process by which it assesses the overall skills, experience

and diversity required on the board and works with the board to

ensure that diversity remains one of the key criteria when evaluating

potential board candidates. A copy of the Nomination and

Remuneration Committee Charter is available on SKY’s website at

www.sky.co.nz/investor-relations. The aim of the board is to have a mix

of skills represented on the board that are relevant to SKY’s business.

The board may appoint directors to fill casual vacancies that occur

or add persons to the board up to the maximum number prescribed

by the constitution. At each annual meeting all directors appointed

by the board must retire and one third of the other directors must

retire, although they can offer themselves for re-election if they wish.

Directors’ fees have been set at a maximum amount of $950,000 per

annum since October 2015.

The board operates two permanent board committees,

namely the audit and risk committee and the nomination and

remuneration committee. The members of both committees

are Susan Paterson (Chair), Peter Macourt and Derek Handley.

A copy of the Board Charter is available on SKY’s website at

www.sky.co.nz/investor-relations.

Independent and executive directors

At 30 June 2018 all of the directors of SKY other than John Fellet

were considered to be independent directors. John Fellet is

currently the only executive director on the board. In determining

independence, the board applies the materiality thresholds set

out in the NZX and ASX Listing Rules.

Policies, practices and processes

SKY has a number of policies, practices and processes that establish

guidelines and practices to be followed in certain circumstances or

in relation to certain matters. These policies, practices and processes

are under regular review by management and the board. Further

information is also set out in the corporate governance statement

available online at www.sky.co.nz/investor-relations.

Audit and Risk Committee Charter and Audit Independence Policy

SKY has in place an Audit and Risk Committee Charter to govern

the operation of the audit and risk committee as well as an Audit

Independence Policy to ensure that SKY’s relationship with its auditors

is appropriate. The Audit and Risk Committee Charter is posted on

SKY’s website at www.sky.co.nz/investor-relations. The audit and risk

committee focuses on internal controls and risk management and

particular areas of emphasis include:

• adequacy, appropriateness and effectiveness of accounting

and operating controls;

• extent of compliance with SKY policies and procedures;

• accuracy of, and security over, data and information;

• accountability for SKY’s assets to safeguard against loss;

• ensuring an effective internal control environment is fostered; and

• economy and efficiency with which resources are employed.

The Audit Independence Policy is designed to ensure that there is no

perception of conflict in the independent role of the external auditor.

It restricts and monitors the types of services that the external auditor

can provide to SKY, prohibits contingency-type fees and requires

audit partner rotation every five years.

Code of Ethics

SKY has a Code of Ethics which outlines SKY’s policies in respect of

conflicts of interest, corporate opportunities, confidentiality, insider

trading and dealing with corporate assets, in addition to encouraging

compliance with applicable laws and regulations. The Code of Ethics

is posted on SKY’s website at www.sky.co.nz/investor-relations.

Investor Communication and Continuous Disclosure

SKY has an Investor Communication Policy and a Continuous

Disclosure Policy designed to keep both the market and SKY’s

shareholders properly informed. These policies are designed

to ensure compliance with SKY’s continuous disclosure obligations

and include posting press releases, annual reports and assessments,

and other investor-focused material on its website. These policies

are overseen by SKY’s Chief Executive and Chief Financial Officer.

Copies of these policies are available on SKY’s website at

www.sky.co.nz/investor-relations.

Financial Statements June 201881
Diversity Policy

Diversity of gender, skill, age, ethnicity, experience and beliefs

are valued by SKY. SKY recognises the value of diversity and the

organisational strength, problem solving ability and innovative

approach that it brings. The provision of equal opportunities for

all employees is fundamental to the way in which SKY functions

as a business. SKY established a Diversity Policy during 2012

(updated in 2015) and has posted this on SKY’s website at

www.sky.co.nz/investor-relations. The board acknowledges there

is a lot of focus on gender diversity both on boards and within

companies, and as noted in SKY’s Diversity Policy, this is one of

the diversity characteristics that is considered when evaluating

new director candidates. As at 30 June 2018, SKY’s board had two

female directors and four male directors (compared to two female

directors and three male directors as at 30 June 2017).

SKY takes a holistic approach to diversity. SKY’s measurable objectives

for achieving diversity are that:

• Each year, the board actively considers the composition of the

board and any opportunities for new directors to join the board

with diversity (including gender diversity) being one of the key

criteria when considering new appointments.

• Each year the board compares the number of female and male

employees at SKY to the previous financial year’s figures to ensure

that SKY is maintaining a strong level of female participation at all

levels of the organisation.

• Each year the board considers the extent of age diversification

at SKY by comparing the number of employees aged over and

under 45 years to the previous financial year’s figures, in order

to ensure SKY is benefiting from a mix of experience and new

ways of thinking.

For the year ended 30 June 2018, the board is satisfied that SKY

achieved its gender diversity objectives and other measureable

diversity objectives as follows:

• The board considered opportunities for new directors to join

the board with diversity (including gender diversity) in mind

for new appointments.

• There was almost equal representation of male and female

employees across SKY (44% of SKY’s 1,159 staff are female

as at 30 June 2018, compared to 45% of a total 1,223 staff

at 30 June 2017).

• The company had good female participation at all levels of

the organisation, including 30 female senior executives

compared to 41 male senior executives as at 30 June 2018

(there were 31 female senior executives and 43 male senior

executives at 30 June 2017)

(1)

.

• There continues to be appropriate participation at senior levels

of the organisation of employees under the age of 45 years

(including 32% of senior executives as at 30 June 2018 compared

to 39% at 30 June 2017), compared to employees over the age of

45 years (68% of senior executives as at 30 June 2018 compared

to 61% at 30 June 2017).

• SKY also embraces ethnic diversity with a recent staff survey

highlighting that there are over 40 nationalities represented

on our staff.

Risk management

SKY’s risk framework is overseen and monitored by both the board

and the audit and risk committee. SKY maintains a risk register and

the audit and risk committee in conjunction with management

regularly report to the board on the effectiveness of the management

of SKY’s business risks and whether the risk management framework

and systems of internal compliance and control are operating

efficiently and effectively in all material respects.

SKY has a Risk Management Policy which provides an overview of

its risk management process. The policy outlines SKY’s strategic risk

management objectives and guidelines and provides a framework to

identify, manage and report on risks both financial and non-financial.

The audit and risk committee reviews the Risk Management Policy

annually. The board reviewed SKY’s risk management framework

during the reporting period to 30 June 2018 and is satisfied that SKY

has in place a robust risk assessment process. SKY’s internal audit

function is contracted out to an independent third party. An annual

internal audit plan is presented and approved by the audit and risk

committee and the audit and risk committee receives internal audit

reports during the year and monitors completion of action items

that arise.

Material exposure to economic, environmental and social

sustainability risks

SKY identifies and assesses material exposure to economic,

environmental and social sustainability risks on an annual basis and

like all media companies SKY is exposed to industry disruption and

ongoing structural changes in the way it carries out its business.

A summary of SKY’s Risk Management Policy, the key economic,

environmental and social sustainability risks it faces, and how SKY

intends to manage those risks is available on SKY’s website.

Principal risks that could affect results and performance include:

• regulatory environment;

• competition;

• content protection;

• business continuity – interruption to business;

• investment strategy – adoption of new technology;

• financial risks;

• reputational risks and brand perception;

• business transformation; and

• customer value proposition.

(1)

‘Senior executives’ are executives at one and two levels below the Chief Executive in terms of reporting lines. For the year ended 30 June 2018, 3 out of

11 senior executives one level below the Chief Executive were female and 27 out of 60 senior executives two levels below the Chief Executive were female.

SKY Network Television Limited82
Health and safety

SKY has an Occupational Health and Safety Policies and Procedures

Manual and a group health and safety management committee to

ensure that SKY fully complies with its health and safety obligations.

SKY’s strategic approach to health and safety is to:

• provide a safe workplace for all;

• fulfil all safety obligations within the business, in line with

the strategic intent, corporate objectives and legislative

requirements; and

• share a vision and commitment to a safety culture that

drives continual improvement and resilience at all levels

within the company.

Insider Trading Policy

SKY has a formal policy in relation to insider trading which is posted

on SKY’s website at www.sky.co.nz/investor-relations. The policy

provides that directors, officers and employees of SKY may not buy or

sell securities in SKY, nor may they tip others, while in the possession

of inside information. SKY’s policy affirms the law relating to insider

trading contained in the Financial Markets Conduct Act 2013 and

complies with ASX Listing Rule 12.9.

Independent advice

SKY has a procedure for board members to seek independent

legal advice at SKY’s expense.

Remuneration Policy

SKY has policies in place to ensure it remunerates fairly and

responsibly. SKY’s objective is to pay each employee fairly for

their contribution to the overall success of the Company.

We aim to reward employees for their performance.

The aim of our pay system is that it:

• is transparent and clear to all employees;

• is affordable to the company;

• has its basis in an objective and transparent methodology

that is both robust and defensible; and

• is able to be applied consistently throughout the company.

Our pay system, and related performance systems, enable,

attract, retain and motivate competent staff.

Our remuneration processes will ensure staff are rewarded

fairly in relation to:

• the work they do and their performance in the job;

• other jobs in the organisation;

• the market value of their job;

• their contribution to the organisation; and

• their knowledge, skills and competencies used on the job.

Regulatory Policy

SKY has policies and procedures in place to ensure compliance

with relevant laws, regulations and the NZX and ASX Listing Rules.

Treasury Policy

SKY has a formalised Treasury Policy that establishes a framework for:

• foreign exchange risk management;

• interest rate risk management;

• borrowing, liquidity and funding risk;

• cash management;

• counterparty credit risk;

• operational risk and dealing procedures; and

• reporting and performance management.

The objective of the policy is to reduce, spread and smooth interest

rate and foreign exchange risk impacts on financial results over a

multi-year period, reduce volatility in financial performance and

ensure appropriate debt and liquidity arrangements for the business.


Corporate governance (CONTINUED)

Financial Statements June 201883
Interests register

Disclosures of interest – general notices

Directors have given general notices disclosing interests in various entities pursuant to section 140(2) of the Companies Act 1993. Those notices

which remain current as at 30 June 2018 are as follows:

DirectorEntity Relationship

John FelletMedia Finance LimitedDirector

Outside Broadcasting LimitedDirector

SKY Ventures LimitedDirector

Igloo LimitedDirector

Derek HandleyAera LimitedDirector

Aera FoundationTrustee

Iliad Management LimitedDirector

Peter MacourtVirtus Health Limited Director/Chair

Prime Media LimitedDirector

Foxtel Management Pty Ltd and its subsidiariesDirector

Geraldine McBrideMy Wave Holdings LimitedDirector

My Wave LimitedDirector

Fisher & Paykel Healthcare Corporation LimitedDirector

National Australia Bank LimitedDirector

Susan PatersonTheta Systems LimitedDirector/Chair

ONZMLes Mills Holdings LimitedDirector

Goodman (NZ) Limited and associated companiesDirector

Arvida Group LimitedDirector

Steel and Tube Holdings LimitedChair

New Zealand GolfBoard Member

The Electricity AuthorityBoard Member

Tertiary Education CommissionCommissioner

The Home of Cycling Charitable Trust Chair

Mike DarceyM24SevenChair

Dennis Publishing LimitedChair

Premier League Basketball UKDirector

SKY Network Television Limited84
Disclosures of interest – authorisation

of remuneration and other benefits

SKY’s board did not authorise any additional payments of annual

directors’ fees during the year to 30 June 2018.

Disclosures of interest – particular transactions/use

of company information

During the year to 30 June 2018, in relation to SKY:

• no specific disclosures were made in the Interests Register under

section 140(1) of the Companies Act 1993; and

• no entries were made in the Interests Register as to the use of

company information under section 145(3) of the Companies

Act 1993.

Disclosures of relevant interests in securities

During the year to 30 June 2018, in relation to SKY’s directors,

officers and senior managers, the following disclosures were made

in the Interests Register as to dealing in SKY’s shares under section

148 of the Companies Act 1993 and section 297 of the Financial

Markets Conduct Act 2013:

John Fellet made ongoing disclosures in relation to the on-market

acquisitions of 80,100 ordinary shares as follows:

• 50,100 shares on 24 August 2017;

• 20,000 shares on 22 September 2017; and

• 10,000 shares on 3 April 2018.

Insurance and indemnities

SKY has in place directors’ and officers’ liability insurance to cover

risks normally covered by such policies arising out of acts or

omissions of SKY directors or employees in that capacity.

SKY has entered into a deed of indemnity pursuant to which it has

agreed to indemnify directors, senior management and officers of

SKY against liability incurred from acts or omissions of such directors,

senior management or officers, subject to certain exceptions which

are normal in such indemnities.

SKY subsidiaries’ interests registers

The directors of SKY’s subsidiaries have given notices disclosing

interests in the various entities pursuant to section 140 of the

Companies Act 1993. Those notices which remain current as at

30 June 2018 are set out below:

Screen Enterprises Limited:

George MacFarlane and Jason Hollingworth have each given a general

notice disclosing interests arising from being employees of SKY.

Outside Broadcasting Limited:

John Fellet and Jason Hollingworth have given notices disclosing

interests arising from being employees of SKY and, in John Fellet’s

case, a director of SKY.

SKY DMX Music Limited:

Martin Wrigley and Grant McKenzie have each given a general

disclosure notice disclosing interests arising from being senior

employees of SKY and, in Martin Wrigley’s case, a shareholder of SKY.

Igloo Limited:

John Fellet, Jason Hollingworth and Michael Watson have given

notices disclosing interests arising from being employees of SKY and,

in John Fellet’s case, a director of SKY.

Believe It Or Not Limited:

Grant McKenzie and Eggherick Van Der Plank have given notices

disclosing interests arising from being employees of SKY. Brendan

Lochead has given a general notice disclosing his interest arising

from being a shareholder of Believe It Or Not Limited and a director

and shareholder of Mad If You Don’t Limited. Annabelle Lochead has

given a general notice disclosing her interest arising from being the

wife of Brendan Lochead (who is a shareholder of Believe It Or Not

Limited) and a director and shareholder of Mad If You Don’t Limited.

SKY Ventures Limited:

John Fellet and Jason Hollingworth have given notices disclosing

interests arising from being employees of SKY and, in John Fellet’s

case, a director of SKY.

Interests register (CONTINUED)

Financial Statements June 201885
Company and bondholder

information

Directors holding and ceasing office

John Fellet

Derek Handley

Peter Macourt

Geraldine McBride

Susan Paterson, ONZM

Mike Darcey (appointed 19 September 2017)

Subsidiaries

At 30 June 2018, SKY had the following subsidiary companies:

SKY DMX Music Limited, Screen Enterprises Limited, Outside

Broadcasting Limited, Igloo Limited, Believe It Or Not Limited,

SKY Ventures Limited and Media Finance Limited. During the

year to 30 June 2018, SKY DMX Music Limited operated the SKY

DMX music business, Screen Enterprises Limited operated the

FATSO DVD and blu-ray rental business until it ceased trading on

23 November 2017, Outside Broadcasting Limited provided mobile

on-site broadcasting facilities and services, Believe It Or Not Limited

provided quizzes for the hotel entertainment industry, and SKY

Ventures Limited provided investment and sponsorship in the

field of information and broadcast technology, including by

holding a 13.54% investment in 90 Seconds Pty Limited

(a cloud video production company). This investment was

sold in July 2018. Media Finance Limited and Igloo Limited

did not trade during the year.

Directors of subsidiaries

SubsidiaryDirector

SKY DMX Music LimitedGrant McKenzie

Martin Wrigley

Steven Hughes

Kenneth Eissing Jr

Screen Enterprises LimitedJason Hollingworth

George MacFarlane

Outside Broadcasting LimitedJohn Fellet

Jason Hollingworth

Igloo LimitedJohn Fellet

Jason Hollingworth

Michael Watson

Believe It Or Not LimitedAnabelle Lochead

Brendan Lochead

Grant McKenzie

Eggherick Van Der Plank

SKY Ventures LimitedJohn Fellet

Jason Hollingworth

Media Finance LimitedJohn Fellet

The remuneration of SKY’s employees acting as directors of

subsidiary companies is disclosed in the relevant banding for

employee remuneration on page 89 or in the case of John Fellet,

his remuneration is disclosed below under the heading Remuneration

of Directors.

No director of any subsidiary company received directors’ fees or

extra benefits by virtue of the fact that they are acting as directors

of subsidiary companies.

Statement of directors’ interests

For the purposes of NZX Listing Rule 10.4.5(c), the following table sets

out the equity securities (shares in SKY) in which each director had a

relevant interest as at 30 June 2018:

Relevant interestsShares

John Fellet 245,000

Derek Handley4,000

Peter Macourt–

Geraldine McBride–

Mike Darcey–

Susan Paterson10,000

SKY Network Television Limited86
Remuneration of directors

Total Director Remuneration is fixed by shareholders. The annual fee pool limit is $950,000, and was approved by shareholders at the annual

meeting on 21 October 2015.

Directors’ remuneration and value of other benefits received by directors of SKY during the year 1 July 2017 to 30 June 2018 were as follows:

Name

Board

fees

Audit and Risk

Committee

Nomination

and

Remuneration

CommitteeOther

Total

remuneration

John Fellet

(1)


– – – 1,975,000 1,975,000

Derek Handley

(2)


125,000 15,000 6,250 – 146,250

Peter Macourt (Chair)170,000 12,000 5,000 – 187,000

Geraldine McBride 100,000 – – – 100,000

Susan Paterson100,000 20,000 12,000 –132,000

Mike Darcey (appointed 19 September 2017)50,000 –––50,000

545,000 47,000 23,250 1,975,000 2,590,250

(1)

John Fellet is also SKY’s Chief Executive and a director of SKY Ventures Limited, Media Finance Limited, Outside Broadcasting Limited and Igloo Limited.

He did not receive any directors’ fees during the above period. His remuneration, as specified above, comprises salary and performance based remuneration.

(2)

Derek Handley’s fees include $29,250 relating to the prior year.

The current fees paid to SKY directors are as set out in the table above. Directors do not receive any performance or equity based remuneration,

or superannuation or retirement benefits. This reflects the role of the directors which is to provide oversight and guide strategy, whereas the role

of management is to operate the business and execute SKY’s strategy.

Chief executive remuneration

John Fellet has been an employee of SKY for 26 years and the CEO of SKY for 17 years.

Mr Fellet’s remuneration is a mix of base salary and bonus and is externally benchmarked annually.

Mr Fellet’s base salary for FY18 was $1,413,057 (compared to $1,406,130 for FY17). Bonuses are paid in September each year and relate to

performance in the prior financial year. Further details for the past five years are as follows:

20182017201620152014

Base salary 1,413,057

1,406,130

1,375,262 1,333,750 1,287,500

STI156,249144,743204,243227,579 195,680

LT I405,694414,868423,745347,767322,913

Total remuneration

1,975,000 1,965,7412,003,2501,909,096 1,806,093

Mr Fellet shares in a bonus pool (with 16 executives who participate in the scheme) which is designed to drive long-term value creation.

The proportion of the bonus pool attributable to Mr Fellet depends on the board’s assessment of his performance against a range of KPI’s

including development of the long term strategy, leadership, product offerings and pricing, supplier arrangements, organisational efficiencies,

and subscriber numbers. Mr Fellet’s bonus for FY18, which is payable in September 2018, is $567,897 (compared to $561,943 for FY17). This is 29%

of Mr Fellet’s total remuneration.

The bonus is paid in cash in September each year. A bonus amount is calculated based on financial performance for the prior financial year

ended 30 June and this is added to a pool of deferred bonus payments, with one third of the total bonus pool paid being out in the year, and

two thirds of the pool being deferred. This deferral of part of the annual bonus is to provide a long-term component to the scheme as the extent

to which it is paid will be dependent on the future performance of the business. There is no entitlement to the deferred bonus on resignation or

retirement of an executive. The board may consider the individual circumstances in determining how much if any of the deferred bonus will be

paid on retirement.

The annual bonus calculation is based on two factors:

• the absolute rate of return on capital employed; and

• the year on year movement in the rate of return capital employed.

The absolute rate of return on capital employed is calculated as earnings before interest, tax and depreciation (EBITDA) divided by the cumulative

capital investment over the previous five years. The scheme also looks at the year on year change in this rate of return and a fixed dollar amount

is paid for each percentage point change in the rate of return. This fixed dollar amount is two times the dollar amount paid in the rate of return

calculation. If the rate of return decreases compared to the previous year this element of the calculation will result in a negative value being

deducted from the bonus pool causing the pool to reduce and the bonus payments to reduce. The pool was reweighted down by $528,000

in 2018 due to a reduced number of participants.

Company and bondholder

information (CONTINUED)

Financial Statements June 201887
Substantial security holders

According to notices given to SKY under the Financial Markets Conduct Act 2013 the following persons were substantial security holders

in SKY as at 30 June 2018 and 9 August 2018 (as indicated below):

EntitySecurities as at 30 June 2018

Kiltearn Partners LLP

51,623,954

Harris Associates L.P.

27,990,800

BlackRock, Inc and its related bodies corporate 31,925,463

Allan Gray Group

27,668,989

Harris Associates Investment Trust

19,851,800

EntitySecurities as at 9 August 2018

Kiltearn Partners LLP

51,623,954

Harris Associates L.P.

27,990,800

BlackRock, Inc and its related bodies corporate

31,925,463

Allan Gray Group

27,668,989

The total number of issued voting securities of SKY as at 30 June 2018 and 9 August 2018 was 389,139,785.

Twenty largest shareholders as at 9 August 2018

Holder nameHolding

Percentage

(to 2 d.p.)

HSBC Nominees (New Zealand) Limited

187,563,31248.20

JPMorgan Chase Bank NA NZ Branch

35,968,6559.24

Citibank Nominees (New Zealand) Limited

35,159,6809.03

HSBC Custody Nominees (Australia) Limited

30,967,9387.95

Citicorp Nominees Pty Limited

21,426,0155.51

Accident Compensation Corporation

13,345,2273.42

JP Morgan Nominees Australia Limited

10,773,5582.76

National Nominees New Zealand Limited

5,537,7241.42

BNP Paribas Nominees (NZ) Limited

5,299,3551.36

National Nominees Limited

3,512,1230.90

ANZ Wholesale Australasian Share Fund

3,374,6770.86

BNP Paribas Nominees Pty Ltd

2,592,3390.67

Tea Custodians Limited

1,585,1730.40

FNZ Custodians Limited

1,175,7390.30

ANZ Wholesale NZ Share Fund

667,3790.17

Deutsche Securities Australia Limited

644,5390.16

JBWere (NZ) Nominees Limited

551,2190.14

Forsyth Barr Custodians Limited

443,7040.11

ANZ Custodial Services New Zealand Limited

420,6250.10

New Zealand Permanent Trustees Limited

420,5310.10

SKY Network Television Limited88
Company and bondholder

information (CONTINUED)

Distribution of ordinary shares and shareholdings as at 9 August 2018

No. of

shareholders

Percentage

(to 2 d.p.)

No. of

shares

Percentage

(to 2 d.p.)

1 – 1,0002,09638.451,204,0350.31

1,001 – 5,0002,38043.676,110,3021.57

5,001 – 10,0005439.964,047,6271.04

10,001 – 100,0003917.179,936,8342.55

100,001 and over410.75367,840,98794.53

Total

5,451100.00389,139,785100.00

Non marketable parcels of shares

As at 9 August 2018, 409 shareholders in SKY had non-marketable parcels of shares for the purposes of ASX Listing Rule 4.10.8.

Other information

For the purposes of ASX Listing Rules 4.10.14, 4.10.18 and 4.10.21, as at 9 August 2018:

• SKY had no restricted securities or securities subject to voluntary escrow on issue;

• there was no on-market buy back; and

• SKY was not subject to s611 of the Corporations Act 2001.

Voting rights attached to shares

Each share entitles the holder to one vote.

Distribution of bonds and bondholdings as at 9 August 2018

SKTO20 Bonds

No. of

bondholders

Percentage

(to 2 d.p.)No. of bonds

Percentage

(to 2 d.p.)

1 – 1,000––––

1,001 – 5,00012610.62630,0000.63

5,001 – 10,00025421.422,450,0002.45

10,001 – 100,00071860.5425,887,00025.89

100,001 and over887.4271,033,00071.03

Total

1,186100.00100,000,000100.00

Voting rights attached to bonds

Each bondholder is entitled to one vote for every dollar of principal outstanding on their bonds at meetings of bondholders. Bondholders do not

have the right to attend or vote at shareholders’ meetings.

Financial Statements June 201889
Employee remuneration

The number of employees or former employees of SKY and its subsidiaries (excluding directors of SKY but including employees of SKY holding

office as directors of subsidiaries, other than the Chief Executive

(1)

) whose remuneration and benefits was within specified bands for the year to

30 June 2018 is as follows:

Remuneration ($)No. of employees

100,000 – 110,00089

110,001 – 120,00051

120,001 – 130,00030

130,001 – 140,00032

140,001 – 150,00020

150,001 – 160,0007

160,001 – 170,00012

170,001 – 180,0009

180,001 – 190,0008

190,001 – 200,0005

200,001 – 210,0002

210,001 – 220,0002

220,001 – 230,0005

230,001 – 240,0001

240,001 – 250,0002

260,001 – 270,0002

300,001 – 310,0001

320,001 – 330,0001

380,001 – 390,0001

430,001 – 440,0001

440,001 – 450,0001

460,001 – 470,0001

500,001 – 510,0001

510,001 – 520,0001

530,001 – 540,000

2

550,001 – 560,0001

770,001 – 780,0001

(1)

The remuneration of SKY’s Chief Executive John Fellet is not included in the above table as he is also a director of SKY. His remuneration is disclosed under the

heading “Remuneration of Directors” on page 86.

Donations

During the year 1 July 2017 to 30 June 2018, SKY made cash donations totalling $251,000. SKY’s subsidiaries did not make any donations.

Auditors

The auditors of SKY and its subsidiaries were PricewaterhouseCoopers. The amount paid to PricewaterhouseCoopers by SKY and its subsidiaries

in the year to 30 June 2018 for statutory audit services and for other services was:

IN NZD 000Statutory audit servicesOther services

SKY40930

SKY’s subsidiaries did not pay PricewaterhouseCoopers any fees.

SKY Network Television Limited90
Current and ongoing waivers

The following is a summary of all waivers granted in favour of SKY

which were relied upon by SKY in the 12-month period preceding

the date two months before the date of publication of this report.

These were:

1. A waiver to permit SKY to lodge its half yearly and final reports in

the form of an NZX Appendix 1 instead of an ASX Appendix 4D

and ASX Appendix 4E, on the condition that SKY provides any

additional information required by the ASX Appendices as an

annexure to the NZX Appendix 1;

2. A waiver from ASX Listing Rule 6.10.3 to the extent necessary

to permit SKY to set the “specified time” to determine whether

a security holder is entitled to vote at a shareholders’ meeting

in accordance with the requirements of relevant New Zealand

legislation;

3. A waiver from ASX Listing Rule 15.7 to permit SKY to provide

announcements simultaneously to both ASX and NZX;

4. A waiver from ASX Listing Rule 14.3 to the extent necessary to

allow SKY to receive director nominations between the date three

months and the date two months before the annual meeting;

5. Confirmation that the rights attaching to SKY shares set out in

SKY‘s constitution are appropriate and equitable for the purpose of

ASX Listing Rule 6.1 and comply with ASX Listing Rule 2.1;

6. Confirmation that ASX will accept financial accounts prepared in

accordance with New Zealand GAAP and New Zealand Auditing

Standards, and denominated in New Zealand dollars; and

7. Confirmation that SKY can provide substantial holder information

provided to it under the New Zealand Securities Markets Act 1988

(now the Financial Markets Conduct Act 2013).

Admission to the official list of the Australian

Stock Exchange

In connection with SKY’s admission to the official list of the ASX,

the following information is provided:

1. SKY is incorporated in New Zealand.

2. SKY is not subject to Chapters 6, 6A, 6B and 6C of the

Australian Corporations Act 2001 dealing with the acquisition

of shares (such as substantial holdings and takeovers).

3. Limitations on the acquisition of the securities imposed

by New Zealand law are as follows:

(a) In general, SKY securities are freely transferable and

the only significant restrictions or limitations in relation

to the acquisition of securities are those imposed by

New Zealand laws relating to takeovers, overseas

investment and competition.

(b) The New Zealand Takeovers Code creates a general rule

under which the acquisition of more than 20% of the

voting rights in SKY or the increase of an existing holding

of 20% or more of the voting rights in SKY can only occur

in certain permitted ways. These include a full takeover offer

in accordance with the Takeovers Code, a partial takeover

offer in accordance with the Takeovers Code, an acquisition

approved by an ordinary resolution, an allotment approved

by an ordinary resolution, a creeping acquisition (in certain

circumstances) or compulsory acquisition if a shareholder

holds 90% or more of SKY shares.

(c) The New Zealand Overseas Investment Act 2005 (and

associated regulations) regulates certain investments in

New Zealand by overseas persons. In general terms, the

consent of the New Zealand Overseas Investment Office

is likely to be required where an ‘overseas person’ acquires

shares or an interest in shares in SKY that amount to more

than 25% of the shares issued by SKY or, if the overseas

person already holds 25% or more, the acquisition increases

that holding.

(d) The New Zealand Commerce Act 1986 is likely to prevent a

person from acquiring SKY shares if the acquisition would

have, or would be likely to have, the effect of substantially

lessening competition in a market.

Waivers and information

Financial Statements June 201891
Share market and

other information

New Zealand

SKY’s ordinary shares are listed on the main board of the NZX and

trade under the symbol SKT. SKY’s bonds are listed on the NZDX

and trade under the symbol SKT020. SKY’s International Security

Identification Number issued for the company by the NZX is

NZSKTE0001S6.

NZX Limited

Level 1, NZX Centre

11 Cable Street

Wellington 6011, New Zealand

Mailing address:

PO Box 2959

Wellington 6140, New Zealand

Tel: +64 4 472 7599 Fax: +64 4 496 2893

Website: nzx.com

Australia

SKY’s ordinary shares are also listed on the ASX and

trade under the symbol SKT.

ASX Limited

Exchange Centre

20 Bridge Street, Sydney

NSW 2000, Australia

Mailing address:

PO Box H224

Australia Square, Sydney

NSW 1215, Australia

Tel: +61 2 9338 0000 Fax: +61 2 9227 0885

Website: asx.com.au

Annual meeting

The next annual meeting of Sky Network Television Limited will

be held at the Sofitel Hotel Auckland, 21 Viaduct Harbour Avenue,

Auckland, on 18 October 2018, commencing at 10.00 am.

SKY Network Television Limited92
Registrars

Shareholders should address questions relating to share certificates,

notify changes of address or address any administrative questions

to SKY’s share registrar as follows:

New Zealand Ordinary Share Registrar

Computershare Investor Services Limited

Level 2, 159 Hurstmere Road

Takapuna, North Shore City 0622

New Zealand

Mailing address:

Private Bag 92119

Auckland Mail Centre

Auckland 1142, New Zealand

Tel: +64 9 488 8700 Fax: +64 9 488 8787

Email: enquiry@computershare.co.nz

Australian Branch Register

Computershare Investor Services Pty Limited

Yarra Falls, 452 Johnston Street

Abbotsford, VIC 3329

GPO Box 2975

Melbourne VIC 3001, Australia

Freephone: 1800 501 366 (within Australia)

Tel: +61 3 9415 4083 (outside Australia)

Fax: +61 3 9473 2500

Email: enquiry@computershare.co.nz

Bondholder Trustee

The New Zealand Guardian Trust Company Limited

Level 6, 191 Queen Street

Auckland 1010, New Zealand

Mailing address:

PO Box 274, Shortland Street

Auckland 1140, New Zealand

Tel: 0800 683 909 Fax: +64 9 377 7470

Email: ct-auckland@nzgt.co.nz

Directors

Peter Macourt Chairman

John Fellet Chief Executive

Derek Handley

Geraldine McBride

Mike Darcey (appointed 19 September 2017)

Susan Paterson ONZM

Executives

John Fellet Director and Chief Executive

Jason Hollingworth Chief Financial Officer

Travis Dunbar Director of Entertainment / Programming

Richard Last Director of Sport

Chris Major Director of External Affairs

George MacFarlane Director of Strategy

Rawinia Newton Director of Advertising

Cathryn Oliver Chief of Staff

Michael Watson Director of Marketing

Tex Texeira Director of Broadcast and Media

Michael Watson Director of Marketing

Julian Wheeler Chief Product and Technology Officer

Martin Wrigley Director of Operations

New Zealand Registered Office

10 Panorama Road, Mt Wellington,

Auckland 1060, New Zealand

Tel: +64 9 579 9999 Fax: +64 9 579 8324

Website: sky.co.nz

Australian Registered Office

c/- Allens Arthur Robinson Corporate Pty Limited

Level 4, Deutsche Bank Place

126 Philip Street

Sydney, NSW 2000, Australia

Tel: +61 2 9230 4000 Fax: +61 2 9230 5333

Auditors to Sky

PricewaterhouseCoopers

PricewaterhouseCoopers Tower,

188 Quay Street, Auckland 1010, New Zealand

Tel: +64 9 355 8000 Fax: +64 9 355 8001

Solicitors to SKY

Buddle Findlay

PricewaterhouseCoopers Tower,

188 Quay Street, Auckland 1010, New Zealand

Tel: +64 9 358 2555 Fax: +64 9 358 2055

Directory

Financial Statements June 201894
SKY NETWORK TELEVISION LIMITED

PO Box 9059

Newmarket

Auckland 1149

New Zealand

10 Panorama Road

Mt Wellington

Auckland 1060

New Zealand

sky.co.nz

---

NOTICE
OF ANNUAL

MEETING OF

SHAREHOLDERS

OF SKY NETWORK TELEVISION LIMITED

Notice is hereby given that the 2018 Annual Meeting of Shareholders of SKY Network Television Limited (the “Company”)

will be held at the Sofitel Hotel Auckland (Boulevard Room), 21 Viaduct Harbour Avenue, Auckland on Thursday 18 October 2018,

commencing at 10.00am.

AGENDA

ORDINARY BUSINESS

To consider and, if thought fit, to pass the following ordinary resolutions:

APPOINTMENT OF AUDITORS

1. To record the reappointment of PricewaterhouseCoopers as auditors of the Company and to authorise the directors

to fix the auditors’ remuneration.

ELECTION AND ROTATION OF DIRECTORS

2. To re-elect Derek Handley as a director.

Mr Handley retires by rotation and being eligible, offers himself for re-election. See explanatory notes for biographical details.

3. To re-elect Geraldine McBride as a director.

Ms McBride retires by rotation and being eligible, offers herself for re-election. See explanatory notes for biographical details.

By order of the board

Jason Hollingworth

Company Secretary

EXPLANATORY NOTES
AGENDA ITEMS 2 AND 3

Election and Rotation of Directors

The NZX Listing Rules require that at least one-third of directors retire by rotation at each annual meeting (on

the basis that they may seek re-election if they wish). Those who retire by rotation must be those who have

been longest in office. The ASX Listing Rules provide that a director must not hold office (without re-election)

past the longer of three years or the third annual general meeting following the director’s appointment.

Derek Handley

Mr Handley retires in accordance with NZX Listing Rule 3.3.11 and ASX Listing Rule 14.4 and offers himself for

re-election. The board considers that Mr Handley is an independent director and unanimously supports his

re-election.

Mr Handley was appointed to the board in September 2013. He is an entrepreneur who recently created the

Aera Foundation, a venture studio advancing new models that fuse social and financial goals. Before that

he spent two years helping Sir Richard Branson set up the B Team, a global non-profit leadership collective.

In 2001 at the age of 23, he co-founded The Hyperfactory, one of the first agencies in the world to recognise

the power of mobile devices for connecting consumers, brands and mass media (acquired by NYSE-listed

Meredith Corporation). Mr Handley has attended Massey University, MIT Sloan School of Management and

Singularity University.

Geraldine McBride

Ms McBride retires in accordance with NZX Listing Rule 3.3.11 and ASX Listing Rule 14.4 and offers herself for

re-election. The board considers that Ms McBride is an independent director and unanimously supports her

re-election.

Ms McBride was appointed to the board in September 2013. She is a BSc Zoology major from Victoria University,

served as president of SAP North America, president of SAP Asia Pacific Japan and global vice president of Dell

Services. Ms McBride is a director of Fisher and Paykel Healthcare Corporation Limited and National Australia Bank

Limited and is the chief executive and founder of MyWave Holdings, a leading edge consumer experience and

enterprise relationship technology company.

---

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By Fax

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For all enquiries contact

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Lodge your proxy

Proxy/Voting Form

Lodge your proxy online, 24 hours a day, 7 days a week:

CSN/Securityholder Number:

You will need your CSN/Securityholder Number and postcode or country of residence (if outside New Zealand) to

securely access InvestorVote and then follow the prompts to appoint your proxy and exercise your vote online.

For your proxy to be effective it must be received by 10.00am Tuesday 16 October 2018

Turn over to complete the form to vote

How to Vote on Items of Business

All your shares will be voted in accordance with your directions.

Appointment of Proxy

If you do not plan to attend the meeting, you may appoint a proxy. A proxy need

not be a shareholder of the Company. The Chair of the meeting, or any other

director, is willing to act as proxy for any shareholder who wishes to appoint

him or her for that purpose. To do this, enter 'the Chair' or the name of your

proxy in the space allocated in 'Step 1' of this form. If, in appointing a proxy,

you have inadvertently not named someone to be your proxy (either online or on

the enclosed proxy form), or your named proxy does not attend the meeting, the

Chair of the meeting will be your proxy and will vote only in accordance with

your express direction.

The Chair of the meeting and the directors intend to vote all discretionary

proxies in favour of resolutions 1-3.

Voting of your holding

Direct your proxy how to vote by marking one of the boxes opposite each item

of business. If you do not mark a box your proxy may vote or abstain from

voting as they choose to the extent permitted by law and the relevant listing

rules. If you mark more than one box on an item your vote will be invalid on that

item.

Attending the Meeting

Bring this form to assist registration. If a representative or proxy of a corporate

shareholder is to attend the meeting you may need to provide evidence of your

authorisation to act prior to admission.

Signing Instructions for Proxy/Voting Forms

Individual

Where the holding is in one name, the shareholder must sign.

Joint Holding

In the case of joint shareholders, only one shareholder is required to sign this

form, providing all joint shareholders have authorised the signatory to do so.

Power of Attorney

If this form has been signed under a power of attorney, a copy of the power of

attorney (unless already deposited with the Company) and a signed certificate

of non-revocation of the power of attorney must be produced to the Company

with this Proxy Form.

Companies

This form should be signed by a director jointly with another director, or a sole

director can also sign alone. Please sign in the appropriate place and indicate

the office held.

Comments & Questions

If you have any comments or questions for the company, please write them on

a separate sheet of paper and return with this form.

STEP 1
ATTENDANCE SLIP

SIGN

Contact Name Contact Daytime Telephone Date

STEP 2

hereby appointof

or failing him/her

of

Proxy/Voting Form

Appoint a Proxy to Vote on Your Behalf

I/We being a shareholder/s of SKY Network Television Limited

as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions at the Annual Meeting of the shareholders of

SKY Network Television Limited (the "Company") to be held at the Sofitel Hotel, Auckland, Boulevard Room, 21 Viaduct Harbour Avenue, Auckland, on Thursday

18 October 2018, commencing at 10.00am

and at any adjournment of that meeting.

Please note: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your

votes will not be counted in computing the required majority. If you mark the Proxy Discretion box, your proxy may vote or abstain from voting as

they see fit (to the extent permitted by law and the relevant listing rules). The Chair and the other directors intend to vote all undirected proxies in

favour of each of the resolutions.

Items of Business - Voting Instructions/Ballot Paper (if a Poll is called)

Signature of Securityholder(s) This section must be completed.

Securityholder 1

or Sole Director/Director

Securityholder 2

or Director (if more than one)

Securityholder 3

Annual Meeting of SKY Network Television Limited to be held

at the Sofitel Hotel, Auckland, Boulevard Room, 21 Viaduct

Harbour Avenue, Auckland on Thursday 18 October 2018,

commencing at 10.00am.

@Elect Electronic Communications

Want to receive your communications quickly? Elect electronic communications by providing your email address below

Email Address

(By providing an email address above it is acknowledged that all communications for my portfolio will be received electronically where offered)

ForAgainstAbstain

Proxy

Discretion

Resolutions

1.Record the reappointment of PwC as auditors of the Company and authorise the directors to fix the

auditors' remuneration.

2.To re-elect Derek Handley as a director.

3.To re-elect Geraldine McBride as a director.

---

Online
www.investorcentre.com/nz

Phone

+64 9 488 8777

Address

Computershare Investor Services Limited

Private Bag 92119

Auckland 1142

Dear Shareholder / Bondholder

Our annual report for the year ended 30 June 2018 is now publicly available on our website

www.sky.co.nz/investor-relations. Future annual reports and interim reports will also be available from this website.

It's important to note that as a result of new regulations we need to confirm how you'd like to receive our investor

communications in the future. At SKY, we're committed to sustainability and reducing our environmental footprint.

You can too by choosing to receive our investor communications electronically.

We encourage you to elect to receive all your SKY shareholder communications electronically by visiting

www.investorcentre.com/nz. Existing users should login, select ‘My Profile’ and click on the ‘Update’ button on the

‘Communication Preferences’ tile. For new users, click on ‘Create Login’ and follow the steps to create your User ID

and password.

Alternatively, please supply your email address below if you wish to receive, where applicable, all shareholder

communications electronically. This will include the annual and interim reports, transaction statements, payment

advices, meeting documentation and any other company related information which we think are appropriate to be

sent electronically.

Email address

Although the annual and interim reports are available electronically, you may at any time request a free printed copy

of the most recent annual report and future annual and interim reports. Please note that previous requests for

printed copies of annual and interim reports no longer apply.

Please tick this box if you would like to receive a printed copy of the annual and interim reports when available

each year.

If you provide your email address and tick the box above, you will be deemed to have elected the electronic option.

Note: If we do not receive this form back, we are unable to automatically send you a printed copy of our reports in

the future.

If you have any questions about changing how you receive shareholder communications, please contact

Computershare at the details shown above.

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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