ITV plc Annual Report & Accounts 2024

Making What Matters

OUR MORE THAN TV STRATEGY

Our purpose

is Making What Matters,

entertaining and connecting with

millions of people in the UK and

globally, reflecting and shaping

culture and building brands with

brilliant content and creativity.

Our 2026 vision

is to be a leader in UK

advertiserfunded streaming

andanexpanding global force

incontent.

Our strategy

ensures that ITV is best placed

tocapitaliseon the opportunities

presented by the rapidly changing

viewing, content production and

advertising environments.

FURTHER READING

Read our Social Purpose

Impact Report at:

itvplc.com/socialpurpose

Read our Pay Gap Report

at:itvplc.com/investors/

governance

STRATEGIC REPORT

Key Financials ................................................................1

An Introduction to ITV and its

Business Model ..............................................................2

Investor Proposition .................................................... 4

Chair’s Statement ........................................................ 5

Market Review ............................................................... 6

Chief Executive’s Statement (incl. Strategy) .....7

Key Performance Indicators .................................. 12

Operating and Financial

Performance Review ................................................. 16

Social Purpose ............................................................. 31

Our People .....................................................................35

Alternative Performance Measures ...................36

Finance Review........................................................... 40

Non‑Financial and Sustainability

InformationStatement ............................................48

Risks and Uncertainties ........................................... 49

Climate Related Financial Disclosures ..............54

Long‑term Viability Statement Disclosure ......58

GOVERNANCE

Chair’s Governance Statement ............................60

Board of Directors ...................................................... 62

Group Executive Committee .................................64

Corporate Governance ............................................66

Our Commitment to Section 172(1).....................69

Stakeholder Engagement ....................................... 69

Nominations Committee Report ......................... 87

Audit and Risk Committee Report ..................... 90

Remuneration Report .............................................102

Directors’ Report ......................................................124

FINANCIAL STATEMENTS

Financial Statements ............................................129

Independent Auditor’s Report ........................... 130

Primary Statements ................................................ 137

ITV plc Company Financial Statements ........204

Subsidiary undertakings and investments ....214

ADDITIONAL INFORMATION

Glossary ...................................................................... 220

Group external revenue

£3,488m

-4% (2023: £3,624m)

Cost savings

£60m

(2023: £24m)

Group adjusted EBITA

£542m

+11% (2023: £489m)

Net debt

£431m

(2023: £553m)

Adjusted EPS

9.6p

+23% (2023: 7.8p)

Profit to cash conversion

83%

(2023: 102%)

Statutory operating profit

£318m

+34% (2023: £238m)

Leverage

0.7x

(2023: 1.0x)

Statutory EPS

10.4p

+100% (2023: 5.2p)

Dividend

5.0p

(2023: 5.0p)

Contents

Strategic Report

The Strategic Report is prepared in line

with the relevant provisions of the

Companies Act 2006 and the 2018

Corporate Governance Code and the

Company has had regard to the guidance

issued by the Financial Reporting Council.

It is intended to provide shareholders and

other stakeholders with a better

understanding of the Company, its

position in the markets in which it

operates, and its prospects.

Forward-looking statements

This Annual Report contains certain

statements that are or may be forward

looking statements. Words such as

“targets”, “expects”, “aim”, “anticipate”,

“intend”, or the negative of these terms

and other similar expressions of future

performance or results, and their

negatives, are intended to identify such

forward‑looking statements. These

forward‑looking statements are based

upon current expectations and

assumptions regarding anticipated

developments and other factors affecting

ITV. Although ITV believes that the

expectations reflected in these

forward‑looking statements are

reasonable, it can give no assurance that

these expectations will prove to have been

correct. By their nature, forward looking

statements involve risk and uncertainty

because they relate to events and depend

on circumstances that will occur in the

future. They are not historical facts, nor

are they guarantees of future

performance; actual results may differ

materially from those expressed or

implied by these forward‑looking

statements. There are a number of factors

that could cause actual results and

developments to differ materially from

those expressed or implied by such

forward looking statements. Such factors

include, but are not limited to, those

discussed under our Risks and

Uncertainties on pages 49 to 53.

Forward‑looking statements speak only

as of the date they are made and, except

as required by applicable law or regulation,

ITV undertakes no obligation to publicly

update or revise any forward‑looking

statements, whether as a result of new

information, future events or otherwise.

Nothing in this report should be construed

as a profit forecast.

Alternative performance measures

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

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

and measured day‑to‑day. A full reconciliation between our statutory and adjusted results is provided in our Alternative

Performance Measures section. Our KPIs (which are based on adjusted metrics) are set out in the KPIs section

ITV plc Annual Report and Accounts 2024

Strategic Report Governance Financial Statements

ITV TOTAL REVENUE

ITV GROUP ADJUSTED EBITA

An introduction to ITV and its business model

M&E

£2,102m

(2023: £2,090m)

M&E

£250m

(2023: £205m)

ITV Studios

£299m

(2023: £286m)

1. A full reconciliation between our adjusted and statutory numbers is included in our APMs section

2. Includes £556 million of digital revenues (2023: £498 million). 2023 digital revenue was reported as £490 million and has

been restated to include previously omitted digital advertising revenue streams. Refer to the KPIs section for further details

3. Group Adjusted EBITA includes £(7) million related to unrealised profit in stock adjustments (2023: £(2) million)

4. 2024 ITV Studios EBITA includes £13 million impact of Audio‑Visual Expenditure Credits, refer to the Finance Review

for further details

Our divisions

Who we are

ITV is a vertically integrated

producer broadcaster and

streamer, consisting of ITV

Studios and Media

& Entertainment (M&E).

59%

of revenue generated

outside the UK

(2023: 58%)

formats sold in 3+

countries

(2023: 19)

14.3m

monthly active users

(2023: 12.5m)

1,686m

total streaming hours

(2023: 1,506m)

25%

total revenue

from streamers

(2023: 32%)

30%

of revenue from scripted

productions

(2023: 37%)

92%

of the top 1,000 commercial

broadcast TV programmes

(2023: 91%)

32.2%

share of commercial

viewing

(2023: 32.6%)

Refer to the Operating and Financial Performance

Review for further details on our divisions

Media & Entertainment

ITV is the UK’s largest commercial broadcaster and BVOD

streamer, delivering unrivalled audience scale and reach. Through

M&E, we make content available to viewers through ITVX – our

free advertiser‑funded streaming service, our free‑to‑air linear TV

channels, and our third‑party partners, enabling them to watch

however and wherever they choose.

ITV offers advertisers a unique combination of mass reach,

targeted advertising, and commercial and creative partnerships,

in a brand‑safe environment across ITVX and our linear TV

channels. We also offer advertising around our content on

YouTube, providing increased scale and reach for advertisers.

* Broadcaster video on demand

ITV Studios

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

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

more than 60 labels, and has a global distribution network. It is

diversified by genre, geography and customer in the key creative

markets around the world.

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

the largest unscripted producers in the US and one of the top

three producers in the majority of the international markets in

which it operates. ITV Studios has established relationships with

key content buyers and leading creative talent in those markets,

and with a combined content library of over 95,000 hours, it is

also one of the pre‑eminent global distributors.

ITV Studios

£2,038m

(2023: £2,170m)

ITV plc Annual Report and Accounts 2024

Our business model enables us to create value for all our key stakeholders. This includes our customers, viewers and subscribers, partners, citizens,

shareholders, debt providers and analysts, legislators and regulators, as well as our colleagues, programme participants and everyone we work with

See our Stakeholder Engagement section for further details on ITV’s key stakeholders and how we engage with them

Our strategic

assets and

competitive

advantages

ITV’s business model is based on

a unique setof strategic assets

and competitive advantages,

enabling us to grow our diversified

revenue streams and create

valuefor our shareholders.

By developing, owning, managing

and distributing the rights to

content, we can maximise the

value of our programme brands

across ITV Studios, Streaming

and Broadcast. This ensures ITV

is a more diversified business and

enables us to drive value from

different revenue models.

GROUP ITV STUDIOS MEDIA &

ENTERTAINMENT

• Integrated producer,

broadcaster and streamer

model creates valuable

synergies

• Strong, trusted brand,

products and culture

• A high‑performing, agile,

creative and diverse

workforce

• Industry‑leading creative

talent that creates and

produces content across a

range of genres

• Operates in the growing

segments of the content

market – premium scripted

and unscripted content

• Broad global customer base

with major networks,

streamers andbroadcasters

• Creates and owns the rights

to world‑class content

• Trusted brand with a strong

British content offering

• Unique commercial

proposition

• Strong commercial

relationships with

advertisers and partners

• Owns Planet V, which is the

second largest programmatic

targeted addressable

platform in the UK

• Strong data capabilities with

one of the largest first‑party

datasets in the UK

ITV STUDIOS MEDIA & ENTERTAINMENT

Original production

We create and produce original scripted and

unscripted content commissions for a diverse

customer base of global streamers, major networks,

as well as local free‑to‑air and pay TV broadcasters

and operators across our production bases.

Formats

We create some of the world’s most successful

unscripted formats, which we license globally to

maximise the value from our programme rights.

Distribution

We own the rights to a significant catalogue of

programmes that we license to broadcasters and

streamers internationally through our global

distribution network.

Digital

We monetise our ITV Studios brands and extensive

catalogue of 95,000+ hours via YouTube channels,

social media, gaming and streaming platforms

through our digital studios label: Zoo 55.

Advertising

ITVX and our free‑to‑air linear TV channels drive

significant digital and linear advertising revenues,

due to our ability to deliver mass audiences and

targeted advertising at scale.

Advertising partnerships

Through our partnership with YouTube, we work

alongside ITV Studios’ Zoo 55 label to sell the

advertising around all our content on YouTube.

Commercial and creative partnerships

Using the power of our brands, we help advertisers

engage with audiences in different ways. We provide

unique and innovative commercial and creative

partnerships across ITVX and our free‑to‑air linear

TV channels. These include sponsorship, product

placement and advertiser‑funded programming.

Subscription, competitions

and third-party revenues

We generate streaming subscription revenue,

monetise our consumer interactions through

competitions, and receive third‑party revenue

from platforms for carrying our channels.

ITV operates in an increasingly complex business

environment. Thus, our risk management

framework provides the business with the tools

to identify, assess, manage and continually

review our risks.

Management and the Board can adapt the strategy

to ensure we are striking the right balance between

risk‑taking and risk mitigation, and that any

underlying risks in the strategy are being

appropriately managed, thereby enabling the

successful delivery of the strategy.

Our diversified

revenue

streams

Supported

by our risk

management

framework

Using our strategic assets and competitive advantages we aim to grow…

ITV plc Annual Report and Accounts 2024

Strategic Report Governance Financial Statements

Investor proposition

ITV is delivering profitable growth

for shareholders through:

Reasons to

INVEST

DRIVING SIGNIFICANT BENEFITS

FROMOURUNIQUE POSITION:

• As the UK’s largest commercial broadcaster

and BVOD

streamer, and as a scaled global

production business

*Broadcaster video on demand

OPTIMISING BROADCAST AS WE CONTINUE

TO ATTRACT MASS LINEAR TV AUDIENCES:

• Which remain highly valuable to advertisers

as they grow their businesses, and drives cash

generation for the Group

INCREASING PROFIT OVER THE

MEDIUMTERM:

• As we continue to rebalance the business

towards the growth drivers of ITV Studios

and advertiser‑funded streaming, and deliver

further efficiencies

ROBUST BALANCE SHEET, GOOD CASH

GENERATION AND DISCIPLINED CAPITAL

ALLOCATION FRAMEWORK:

• Reprofiled debt, pension scheme in surplus,

and operating within investment grade metrics,

provide a strong platform for future growth and

attractive returns to shareholders

• Sustaining a 5.0p ordinary dividend that can

grow over time; £198 million of £235 million share

buyback completed by 31 December 2024

GROWING OUR LEADING, SCALED AND

DIVERSIFIED GLOBAL STUDIOS BUSINESS:

• ITV Studios is on track to deliver 5% CAGR organic

revenue growth between 2021 and 2026, growing

faster than the market

• ITV will deliver a margin of 13–15%

DRIVING STRONG MOMENTUM IN

STREAMING:

• Delivering significant growth in digital viewing and

digital advertising, providing data‑driven targeted

advertising at scale through Planet V (ITV’s

addressable advertising platform) in a trusted,

brand‑safe environment

• On track to deliver at least £750 million of digital

revenue by the end of 2026

Refer to Our More than TV Strategy on page 8

KPIs onpage 12

Operating and Financial Performance Review on page 16

Finance Review on page 40, for further details on the above

ITV plc Annual Report and Accounts 2024

Andrew Cosslett

Chair

We opened the year with Mr Bates vs The Post

Office, arguably the most impactful TV drama

ever produced, provoking public outrage and

immediate and welcome government

intervention and changes to law. Mr Bates

generated the most enormous pride inside

the organisation, showing vividly as it did, the

impact and value ITV has as a Public Service

Broadcaster (PSB).

For 70 years ITV has entertained, influenced

and shaped Britain, and Mr Bates was a

classic example of the Company at its best.

Our pride is heightened by the knowledge that

we do what we do without taking money from

the public purse. Since it began in 1955, ITV

has used only the talent of its people and its

commercial wit to make its way in the world.

And that continues today.

The ability to adapt is a key factor in long-term

success. The media industry landscape has

changed dramatically over recent years and

we have had to keep pace. Last year, in

addition to broadcasting award-winning

programmes like Mr Bates, we invested

further in our Studios division, which now

comprises over 60 production labels around

the world, and also in ITVX, our high-

performing streaming business, which

enjoyed a very successful second year. These

investments are strategically vital, and were

made possible by the delivery at the same

time of a complex, internal efficiency and

transformation programme. This programme

was carefully and thoughtfully managed by

our leadership team and the Board

acknowledges their efforts over a prolonged

and intense period. Many colleagues were

impacted by the changes called for, and we

thank everyone involved for their tolerance,

understanding and support.

In a challenging macro environment, total

external revenues for 2024 were down 4%.

Group adjusted EBITA for the year, however,

grew by 11% with increases in profitability

seen in both Studios and Media &

Entertainment. Well over half our profits now

come from Studios and our digital business.

Our balance sheet remains strong and we

generated £325 million of free cash in the year.

We have now completed the majority of our

£235 million share buyback and I know that

our shareholders value our dividend. The

Board has proposed a final dividend of 3.3p

taking the full year value of the dividend to

5.0p, in line with 2023.

The Media Act received Royal Assent in the

last days of the previous Parliament, and we

were very pleased that it did. This is a key

piece of legislation that helps modernise the

regulation of the media industry and offers

PSBs like ITV a more level playing field on

which to compete. We applied to renew our

PSB Licence in 2023 and after the passing of

the Act, Ofcom renewed the PSB Licence,

committing us to ten more years as a PSB.

We now look to Ofcom to provide robust

implementation of the Act’s provisions.

Such a busy and

consequential year would

not have been possible

without the leadership

of Carolyn and her senior

team. I would like to

thank them for their

extraordinary efforts in

challenging circumstances.

And I must also thank

everyone more broadly at

ITV. Great businesses are

built by great people and

we are fortunate to have

so many we can count on.

So thank you. Your passion

and commitment make all

the difference…happy 70th.

Andrew Cosslett

Chair of the Board

Chair’s Statement

In September 2025 we will celebrate ITV’s 70th

birthday. Over seven, often turbulent, decades our

company has displayed a rare combination of tenacity,

adaptability and creativity to allow it to succeed and

prosper. These characteristics were to the fore

again in 2024.

ITV plc Annual Report and Accounts 2024

Strategic Report Financial StatementsGovernance

Market review

The markets in which we operate are dynamic, highly competitive, and continue to

evolve at pace. High-quality content remains essential for all platforms to attract

and engage viewers at scale. Ongoing shifts in viewing habits, and the constantly

changing advertising landscape, present both opportunities and challenges for ITV.

Supercharge Streaming

Optimise Broadcast

Expand Studios globally

TREND 1:

Global demand for content

The global content market is large and attractive

with all platforms needing a mix of content to

succeed in a very competitive market. While

overall market growth has slowed compared to

historical levels, we expect to see growth in the

key segments in which ITV Studios operates,

including content licensing (especially digital and

FAST

channels), as well as continued demand

from streaming platforms for unscripted content

and premium scripted content.

2024 was impacted by the 2023 US writers’ and

actors’ strikes, which delayed productions from

2024 to 2025, along with softer demand from

free-to-air broadcasters (FTA) in Europe.

The global content market grew by 3% in 2024

with spend on sports rights from global

streaming platforms driving a significant

proportion of the growth. Demand for acquired,

or library, content also increased. Original

commissioning spend from linear TV operators

declined, which impacted ITV’s revenue

performance in 2024.

1. FAST – Free ad-supported streaming TV

TREND 2:

Fragmentation in viewing and

changing habits

While the average viewing time per person per

dayto broadcast, streaming and video-sharing

platforms remains stable at around 4 hours 16 mins

per day, the way viewers consume content has

evolved rapidly. Traditional linear TV viewing has

experienced a decline over the last few years, with

this shift being offset by growth in digital

platforms. This reflects an increasingly fragmented

competitive landscape, which offers viewers

unprecedented choice. From PSBs (e.g. BBC, ITV)

and global streaming platforms (e.g. Netflix,

Disney+) to video-sharing platforms (e.g. YouTube,

TikTok), the breadth of available content and

viewing options gives audiences an unparalleled

level of choice and flexibility to curate their own

personalised viewing experience across platforms,

anytime, anywhere.

TREND 3:

The UK advertising market

The UK advertising market was worth c.£41 billion

in 2024, growing at 11% year-on-year (compared to

+6% in 2023 vs. +8% in 2022). This was a compound

annual growth rate (CAGR) of 8% over the past

decade. This growth has largely been driven by

online (digital) advertising, which was up around

15% in 2024 (following +12% growth in 2023) and

a 16% CAGR over the last ten years.

Online is the largest category of advertising spend,

being 77% of the market, followed by TV advertising

which is 12% of the market. (Source: Q3 2024 AA

WARC report).

Overall growth varies by advertising medium,

with TV impacted, in part, by the increased

macroeconomic uncertainty in Q4 2024, and lower

business confidence following the UK Budget.

Market forecasts for 2025 (e.g. AA WARC, media

agencies) expect growth in UK advertising, driven

by online advertising.

Global streaming platforms, such as Netflix,

Amazon and Disney+ have recently introduced

ad-supported streaming tiers, increasing

competition within the TV advertising market.

Size of global content market in 2024

$233 billion

2023: $227 billion (Source: Ampere Analysis: Feb 2025

- excludes spend from film studios)

Average viewing time per person per day

4 hours 16 mins

2023: 4 hours 17 mins (Source: BARB, 16+)

2024 UK advertising market

£41 billion

2023: £36 billion (Source: AA WARC Q3 2024)

How we are responding

Delivery of ITV Studios’ strategic priorities will

ensure ITV gains market share over the medium

term. By expanding our scripted and unscripted

business, and further diversifying our customer

base, ITV can capture the growth in content

spend in key segments in which we operate,

as explained above.

Growing our global formats ensures we have a

range of high-value formats which we can monetise

internationally through production, format sales

and licensing. Our distribution business and digital

studios, Zoo 55, can also capitalise on the value of

our extensive catalogue of formats, scripted

content and ITV Studios IP. This contributes to our

higher overall ITV Studios margin relative to our

industry peers.

As a vertically integrated producer, broadcaster

and streamer, ITV Studios also benefits from

demand for its content from ITV’s FTA linear TV

channels and our free advertiser-funded streaming

service, ITVX, providing M&E with a strong and

secure content supply.

How we are responding

As the largest commercial broadcaster and BVOD

streamer in the UK, we offer viewers the flexibility

to watch content whenever and wherever, while

maximising commercial value.

ITVX has over 22,000 hours of free content (up

from 11,000 at launch), which has led to significant

growth year-on-year in monthly active users of our

streaming service, up 14% and streaming hours,

up12% year-on-year.

Live viewing, whether via ITVX or on linear TV

channels, remains a major focus: ITV is home to

more commercial audiences of scale than any

other broadcaster or streaming platform in the UK.

In 2025, we will invest around £1.250 billion in

high-quality, trusted content across a wide range

of genres, including large family entertainment

shows, sport, drama and news, which will drive

both video on demand and live viewing on ITVX,

and mass audiences on linear TV channels.

How we are responding

ITV offers our advertising clients: mass reach,

targeted advertising at scale, and commercial and

creative partnerships in a brand-safe environment.

This remains a considerable market differentiator,

along with our deep, established relationships with

advertisers and agencies – something which no

other competitor can offer.

ITVX delivers the scale and breadth of digital

audiences, which provides inventory for Planet V,

our addressable advertising platform, to create

anddeliver targeted advertising at scale. This

underpins our ability to compete for digital video

budgets and gain share in this growing addressable

advertising market, illustrated by our 15% growth

in digital advertising revenue in 2024.

ITV will also sell advertising around ITV’s content

on YouTube (through Zoo 55), creating a new

opportunity to grow our share of digital advertising

revenues.

ITV’s FTA linear TV channels offer unique scale

and reach, and it remains a cost-efficient and

important part of marketing campaigns.

Link to risk:

Link to strategy:

Link to risk:

Link to strategy:

Link to risk:

Link to strategy:

Refer to the Strategy section in the CEO’s

Statement and to the Operating and Financial

Performance Review for further detail

Key

ITV plc Annual Report and Accounts 2024

Carolyn McCall

Chief Executive

ITV delivered double-digit earnings growth

across the Group, with record profits in

Studios, and an increase in the profits and

margin of M&E. ITV Studios performed well

despite the expected one-off impact of US

strikes and softer demand from free-to-air

broadcasters, which reflects the scale, quality,

diversification and resilience of the business.

ITVX continued to drive strong growth in

digital viewing and revenue and is delivering

attractive returns. ITVX viewing has grown

faster than all the other major video-on-

demand services and streaming platforms

since its launch. Broadcast has maintained its

strength in delivering mass reach and

continued strong cash generation.

Creatively, we have had a standout year

producing and distributing critically acclaimed

content globally that continues to set us apart

in the market, and 2024 has demonstrated

that the programmes we produce and

distribute can change attitudes, outcomes,

and even the law.

Financial Highlights

ITV’s transformation has made it more agile

and resilient, which have been key to its

success over the years, and this is evident in

its 2024 financial performance.

Group adjusted EBITA* grew 11% to £542

million following our year of peak net

investment in 2023 and adjusted EPS was

up 23% at 9.6p.

Total ITV Group revenue was down 3% and

total external revenue declined by 4%, with

2% growth in total advertising revenue offset

by the expected decline in ITV Studios

revenue. Within M&E, ITVX continued to drive

strong growth in digital viewing, which was up

12%, and in digital advertising revenue, which

grew 15% year-on-year. Digital advertising

now makes up 26% of total advertising

revenues.

Our statutory results benefited from the profit

on the sale of BritBox International in March

2024, with statutory profit before tax up 170%

to £521 million and statutory EPS increasing

by 100% to 10.4p.

Cash generation was strong with 83% profit to

cash conversion and £325 million of free cash

flow. ITV has a robust balance sheet with net

debt of £431 million, and net debt to adjusted

EBITDA leverage of 0.7x at 31 December 2024.

In line with ITV’s dividend policy, the Board has

proposed a final dividend of 3.3p (2023: 3.3p),

giving an ordinary dividend of 5.0p per share

for the full year 2024 (2023: 5.0p) – a total

payment of around £190 million. Since 2018,

we have returned over £1.4 billion to

shareholders, which includes £198 million

of our £235 million share buyback programme

as at 31 December 2024.

Our Progress in Delivering

Our Purpose, Vision and More

Than TV Strategy

Our purpose is Making What Matters,

entertaining and connecting with millions of

people in the UK and globally, reflecting and

shaping culture and building brands, with

brilliant content and creativity.

We announced Phase Two of our More Than

TV strategy three years ago with the vision

that by 2026, ITV will be a leader in UK

advertiser-funded streaming, and an

expanding global force in content.

To deliver our vision and strategy, we are

focused on three pillars:

• Expand our UK and global production

business

• Supercharge our Streaming business

• Optimise our Broadcast business

These pillars are underpinned by a number of

priorities (detailed further on page 9), for

which we have key performance indicator

(KPI) targets to deliver by 2026. ITV has made

strong strategic progress and the 2024 results

demonstrate the significant achievements we

have made.

We have transformed ITV into a much leaner,

digital, more diversified and adaptable

business, fit for the future with good

opportunities for profitable growth, strong

cash generation and attractive returns to

shareholders.

Expand ITV Studios

In ITV Studios we have built a scaled, global,

diversified and resilient business, driven by

very strong creative output, and being focused

on delivering good growth and taking market

share, benefitting from our significant

competitive advantages.

ITV Studios is the largest commercial

producer in the UK, one of the largest

unscripted producers in the US, and in the top

three producers in the key creative markets in

which it operates. We produce a broad range

of content for a diversified customer base.

Over the last two years, around 35% of ITV

Studios’ revenue has come from the

expanding scripted market and around

30% from growing streaming platforms.

In 2024 we saw creative successes with

programmes such as Mr Bates vs The Post

Office, ITV’s biggest drama in over 20 years;

Fool Me Once, one of Netflix’s most watched

shows of all time; Season 6 of Love Island US,

the number one reality series across all

streaming platforms in the US; and Citadel

Diana, Amazon Prime Video’s biggest global

launch for an Italian original ever.

We continue to successfully attract and

retain talent. Our unique blend of creative

independence, an entrepreneurial culture,

and the resources of a global studio allows our

talent to thrive. Recent acquisitions include

Hartswood Films in the UK, the producer of

Sherlock, and one of the fastest-growing

producers Eagle Eye Drama, the producer

of Professor T.

Chief Executive’s statement

2024 has been a successful year – financially,

operationally and creatively, driven by strong

execution. This reflects ITV’s significant strategic

progress despite the rapidly changing market in

which we operate.

* Includes £13 million of Audio Visual Expenditure

Credits, refer to APMs for further details

ITV plc Annual Report and Accounts 2024

Strategic Report Financial StatementsGovernance

Chief Executive’s Statement continued

Our More Than TV strategy

2026 STUDIOS

TARGET

Grow total organic

revenues by 5% on

average per annum to

2026 – which is ahead

of the market at a

margin of 13% to 15%

2026 M&E TARGET

Grow digital revenues

to at least £750 million

across M&E

Vertically

Integrated

Producer

Broadcaster

and Streamer

Expand

STUDIOS

Further expanding by genre,

geography and customer and

growing faster than market

Supercharge

STREAMING

Driving digital viewing and

revenuethrough ITVX and

Planet V, ITV’s leading

addressable advertising

platform

O ptimise

BROADCAST

Digitally transforming as we

continue to attract commercial

broadcast audiences of

unparalleled scale

The global content market is large and

attractive and we anticipate growth in the key

segments of the market in which we operate.

This includes premium scripted content and

unscripted formats driven by the strong

demand from streaming platforms, and

catalogue sales, particularly with strong

growth in digital distribution.

We have an exciting pipeline of new and

returning programmes across scripted and

unscripted for a broad range of customers,

such as One Piece S2 for Netflix, Rivals S2

for Disney+ and Destination X for the BBC

and NBC.

In addition, we have a catalogue of over

95,000 hours, including world-class

unscripted IP, and a leading drama library.

Having a scaled quality catalogue, gives us

really exciting new revenue opportunities as

distribution becomes increasingly digital with

continuous technological change.

In January 2025, ITV Studios launched Zoo 55,

a new digital studios label. Through Zoo 55,

we digitally publish ITV content and third party

content, globally into social channels, direct to

the consumer. This is through social video,

free ad supported or FAST channels and

through games. Zoo 55 centralises all these

activities and supercharges our ability to

distribute and monetise it much more

effectively. In 2024, Zoo 55 delivered around

£60 million of high-margin digital revenue, up

c.30% year-on-year, and we expect to double

this by the end of 2027, as we launch more

channels and games in more territories.

ITV Studios is on track to deliver its key

financial targets of total organic revenue

growth of 5% on average per annum from

2021 to 2026 – ahead of the market, and at a

margin of 13 to 15%. We remain focused on

the four strategic priorities (as detailed on the

adjacent page) and are confident in our ability

to continue growing our market share and

deliver exceptional content globally.

Media & Entertainment (M&E)

ITV M&E is the UK’s largest commercial

broadcaster and BVOD streamer, delivering

unrivalled audience scale and reach. It is

underpinned by two strategic pillars;

Supercharge Streaming and Optimise

Broadcast, both of which are critical

to our continued success in a rapidly

changing market.

The media landscape has changed profoundly

since we launched our strategy. Declining

linear TV viewing coupled with growth in digital

viewing, the proliferation of streaming

services (19 new entrants in the UK since 2018

with five having ad-tiers), and the growing

influence of platforms like YouTube (viewing

up nearly 20% since 2022), have dramatically

reshaped the competitive environment.

ITV’s strategy recognises these rapid changes

and has been laser focused on capitalising on

the opportunities and managing and

ITV plc Annual Report and Accounts 2024

ITV Studios – Strategic priorities and KPI targets

Expanding UK and global productions is central to ITV’s strategy. ITV Studios’ ambition is to be a leading

force in the creation and ownership of intellectual property (IP), global content production and distribution.

We are achieving this by focusing on our four strategic priorities to drive revenue and profit growth.

PRIORITIES WHY IT’S IMPORTANT FY 2026 TARGET FY 2024 WHAT IT DRIVES

STUDIOS

1. Grow our

scripted business

To meet the growing

global demand for

scripted content,

particularly from

streaming platforms

400 high-end scripted

hours per annum

296 hours

(2023: 316 hours)

Growth in total organic

revenue of 5% on

averageper annum

to2026

which is

aheadofthemarket

Delivers adjusted

EBITA

margins of

13%to15%

In 2024, total organic

revenue declined 5% at

anadjusted EBITA

marginof 14.7%

2. Grow our

global formats

business

To ma ximise

international

monetisation of

high-value formats

20 formats sold in three

or more countries

20 formats

(2023: 19 formats)

3. Further diversify

our customer base

To capture the growth in

content spend from local

and global streaming

platforms

30% of total revenues

from streaming

platforms

25%

(2023: 32%)

4. Attract and retain

leading talent

Key to creative success

of a studios business

N/A N/A

Media & Entertainment – Strategic priorities and KPI targets

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

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

PRIORITIES WHY IT’S IMPORTANT FY 2026 TARGET FY 2024 WHAT IT DRIVES

STREAMING

1. Attract more monthly

active users to ITVX

ITV’s reach is key to

retaining and attracting

advertisers

Grow monthly active

users to 20 million

14.3 million

(2023: 12.5 million)

Growth in digital

revenuesto at least

£750 millionby 2026

Revenues from linear

TVadvertising,

commercial and

creativepartnerships,

andsponsorship

In 2024, total digital

revenues were

£556 million, up 12%

year-on-year

2. Increase the

time users spend

on ITVX

ITV’s scale is key to

retaining and attracting

advertisers

Grow total streaming

hours to 2 billion hours

1,686 million hours

(2023: 1,506 million

hours)

3. Increase UK

subscriber base

Monetising ITV viewers

who are willing to pay for

ad-free and additional

content

Grow subscribers

to2.5million

1.0 million

(2023: 1.3 million)

BROADCAST

4. Maintain our strength

in delivering mass

linear audiences

ITV’s mass linear

audiences remain very

important to UK

advertisers

Maintain a share of at

least 80% of the top

1,000 programmes

92%

(2023: 91%)

5. Maintain ITV’s

position in UK

broadcast market

ITV’s scale remains very

important to UK

advertisers

Maintain a share of

commercial viewing

of33%

32.2%

(2023: 32.6%)

1. Average annual growth rate from 2021

2. Refer to APMs for detail on our adjusted measures

Refer to our KPIs section on page 12 for further details

of our KPIs and their performance year-on-year

ITV plc Annual Report and Accounts 2024

Strategic Report Financial StatementsGovernance

Chief Executive’s Statement continued

mitigating the risks. Our priority was to

transform our streaming and addressable

advertising proposition to enable us to retain

our existing viewers and advertisers while

attracting new ones, and growing our

addressable market to drive digital revenues.

Through ITVX and Planet V, we’ve established

a formidable position in the UK ad-funded

streaming market.

ITVX has transformed the viewer experience,

offering over 22,000 hours of free content,

up from around 1,000 hours in 2019. It has a

sophisticated personalisation and

recommendations engine, and is on nearly

100% of all platforms. This has driven

significant growth in digital viewing and in

2024, streaming hours and MAUs were up 12%

and 14% year-on-year respectively.

Planet V has been critical to the success of

ITVX. The platform has over 2,000 users in the

UK who have access to data from over 40

million ITVX registered users, one of the UK’s

largest first-party data sets, and over 20,000

addressable targeting options. This has

enabled us to attract over 1,000 new

advertisers since launch and deliver double-

digit growth in CPMs. And as it’s wholly owned,

we keep 100% of the revenue.

When we launched ITVX we expected the

point when in-year incremental digital

revenues would exceed in-year incremental

costs of ITVX, to be in 2026. We achieved this

milestone in 2024, delivering strong growth in

viewing and revenues in line with our plan, but

with less investment than initially planned. We

did this by optimising our content and tech

spend, adapting to the changing market and

taking advantage of opportunities to reduce

spend. By the end of 2025, we will have

recouped the cumulative investment in ITVX,

much earlier than expected.

We will continue to drive strong growth in

digital viewing and revenue in ITX by focusing

on our key value drivers – content, marketing,

distribution, product and monetisation.

In addition to ITVX, we are actively developing

new digital revenue streams to drive profitable

growth. We are making hundreds more hours

of long and short form ITV content available

on YouTube, with ITV Commercial selling the

advertising around it. This offers advertisers

the opportunity to engage with ITV’s

unparalleled premium brand safe content

on YouTube, and for ITV this increases our

addressable market.

We are also developing opportunities for

organic growth, beyond advertising, by

reshaping our business unit, Interactive,

to drive revenue through high value

partnerships that leverage our scaled

platform, our powerful brand and IP and

our first party data. By moving beyond

advertising, we aim to create innovative

collaborations that deliver value, enhance

customer experiences and unlock new

digital revenue streams. For example we

are further developing ITV Win as a premium

destination for competitions and gaming.

We now have the capability and culture to

deliver a more entrepreneurial approach.

These revenues will contribute to our key

M&E financial target of at least £750 million

of digital revenues by 2026, which we are on

track to deliver.

Alongside ITVX we are focused on maintaining

our strength in delivering mass audiences

which are highly valuable for advertisers.

In 2024, we delivered 92% of the top 1,000

commercial audiences across key genres of

sport, entertainment, reality, and drama. This

robust performance cements ITV’s unique

market-leading position in UK broadcast.

Across M&E we have significant competitive

advantages. We are the commercial leader in

scale and reach on the TV set where the

majority of all viewing still takes place. Our

share of commercial big screen adult viewing

is 22%, bigger than Netflix, Amazon Prime and

Disney+ combined. We have a trusted brand

and a strong track record for producing and

distributing content which appeals to UK

audiences. We have a unique commercial

proposition offering mass reach, and

commercial and creative partnerships all in a

brand-safe and measured environment. Our

extensive first-party data provides valuable

insights for commissioning and windowing,

driving viewing, it also improves marketing

effectiveness. By augmenting our data with

other first-party data, we can deliver highly

valuable targeted advertising at scale, which

is even more effective for advertisers.

We are focused on delivering profitable

growth and expanding the margin, benefitting

from these significant competitive

advantages, developing new revenue

opportunities and driving efficiencies.

Cost and Efficiency programme

We continue to focus on reducing costs and

driving efficiencies through our ongoing

transformation and cost efficiency

programme as we reprioritise our resource

allocation to better align with our strategy

and viewer dynamics.

We delivered £60 million of savings in 2024

which is £10 million ahead of plan, and we

have now completed our initial £150 million

savings plan – one year early. Savings during

the year were achieved through reductions in

transmission costs, technology and

operational efficiencies, organisational

redesign across the business and simplifying

ways of working. These savings have funded

investments, increased margins and more

than offset inflation in both businesses.

In 2025, we expect £30 million of new savings

which is a combination of new initiatives and

the annualised benefits from 2024 savings.

Regulation

The Media Act 2024, which was passed

into law in July 2024, updates the legal and

regulatory framework for television,

particularly how it is delivered online.

This should help ensure that content from

PSBs, including ITV, will be included and

easily discoverable on all major streaming

platforms, on fair commercial terms. We

remain fully engaged with Ofcom and the

Government throughout the processes

necessary for its full implementation.

In September 2024, the new Government

confirmed its intention to implement

advertising restrictions on less healthy foods

(LHF) from October 2025. Advertising of LHF

products will be restricted pre-9pm on

Ofcom-regulated TV and streaming services,

and at all times online.

MR BATES VS THE POST OFFICE is ITV’s biggest

drama in over 20 years with an average audience

of over 15 million viewers on ITV.

ITV plc Annual Report and Accounts 2024

ITV NEWS is a trusted and impartial news source.

Streaming hours of News on ITVX increased by

34% year-on-year in 2024.

The Advertising Standards Authority (ASA)

is currently consulting on how it intends to

implement the forthcoming restrictions on

LHF advertising, which may include restricting

brand advertising in some circumstances.

We will engage with the consultation.

Our Social Purpose

ITV aims to inspire positive change and shape

culture for good through its linear TV channels

ITVX, and its prominent position as a Public

Service Broadcaster in the UK. Our social

purpose is focused on four areas: Mental

Wellbeing, Better Futures, Climate Action,

and Diversity, Equity and Inclusion (DEI).

In 2024, our Mental Wellbeing campaigns,

which included the iconic Britain Get Talking,

led to over 47 million people taking positive

action for their mental health. World Wide

Fund for Nature won our Head First award of

£1 million of airtime to promote mental

wellbeing in advertising with their campaign

launched in Q4 2024. Within Better Futures,

Soccer Aid for UNICEF surpassed an

incredible milestone of over £100 million

raised since it started.

ITV is committed to integrating climate action

within all areas of the business. We have

championed new production methods to

cut our emissions such as remote production

and using electric vehicles on set. We are also

driving change on-screen, embedding

climate-related content across all genres.

Our recently published Climate Transition

Plan will guide our efforts to prioritise

impactful climate actions while driving value

for the business and our stakeholders.

We continue to implement our global DEI

strategy, championing diversity through our

mainstream content, creating equitable

opportunities at ITV and across the industry,

and creating an inclusive culture at ITV. Our

newly established Diversity Development

Fund has led to the commissioning of

programmes such as Romesh Ranganathan’s

Parents’ Evening.

More detail is included in the Social Purpose

section on page 31

Duty of Care

ITV takes its responsibilities related to Duty of

Care and Speaking Up very seriously, with

significant focus from the Board and

Executive Committee. We have robust and

established processes in place to support the

physical and mental health of everyone

working for and with ITV, including those who

help produce our shows and those who take

part in them. We also provide confidential and

anonymous channels through which concerns

can be reported, and we ensure that we look

into all complaints raised.

In 2024, we continued to prioritise awareness

and engagement with our Speaking Up

programme. This included launching a

dedicated Complaints Handling Unit and

Framework. A review by Dr Paul Litchfield

during the year concluded that we provide a

very high level of duty of care to participants

of our shows.

Our Chief People Officer, Ade Rawcliffe, now

chairs the Duty of Care Operating Board and

we ensure the continuous evolution of our

care practices. Duty of Care also remains a

principal risk that the Board monitors

regularly. Further details can be found in the

Risks and Uncertainties section on page 53.

Colleagues

Over the 70 years of ITV’s history, our people

have been the bedrock of the business and

fundamental to ITV’s success. This remains

true to this day, and I am incredibly grateful to

all our colleagues for their hard work,

resilience, and professionalism, particularly

given the uncertainty in a rapidly changing

environment, which has resulted in

restructuring and a focus on efficiency and

productivity.

We’ve achieved a huge amount in 2024 in

continuing to deliver our strategy effectively,

and everyone should feel really proud of what

we have accomplished together.

Our Ambassador network has grown stronger

and is a vital part of how the Board and I

engage with our colleagues. During the year,

we also ran a series of Roadshows across ITV

globally, and I thoroughly enjoyed meeting

many of our colleagues from all areas of

the business.

We recently launched ‘Making What Matters’

internally, which captures what sets us apart

and makes ITV a special place to work. I am

pleased that in our 2024 Pulse Engagement

survey, 75% of colleagues who responded feel

they belong at ITV.

In 2025, we will continue to prioritise and

invest in our colleagues by further driving

a culture of open communication and

collaboration, providing learning and

development opportunities, and championing

diversity and inclusion to ensure that ITV is

a workplace where everyone feels welcome

and respected.

It is through our collective efforts that we will

continue to execute our More Than TV

strategy and ensure that ITV thrives in the

industry for the next 70 years.

Outlook

We are really proud of the strategic progress

we have made to date. We have transformed

ITV from an analogue business to a successful

digital business where we have built the

capability and created an adaptable and agile

culture while nurturing and growing our

creative power.

As we continue to grow ITV Studios and

our digital revenues, ITV is becoming a more

resilient business with production and digital

now accounting for close to two-thirds of

our revenue. This is underpinned by the

powerful reach and strong cash generation

of Broadcast.

We see lots of opportunities for further

organic growth, and with our significant

competitive advantages and clear strategic

pillars, we are in a really strong position

to deliver profitable growth, strong cash

generation and attractive returns

to shareholders.

Carolyn McCall

Chief Executive

ITV plc Annual Report and Accounts 2024

Strategic Report Financial StatementsGovernance

Key Performance Indicators

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

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

the Chief Executive’s Statement.

ITV GROUP

ADJUSTED EPS

COST SAVINGS PROFIT TO CASH CONVERSION

9.6p +23% on 2023 £190m

cumulative savings

since 2018

83%

2023

7.8

2024 9.6

2021

2022

15.3

13.2

2023

130

2024 190

2021

2022

106

2023 102

2024 83

2021

2022

Adjusted EPS represents the adjusted profit

after tax

attributable to each equity share in

the year. It is an important measure as we aim to

create long-term value for our shareholders.

Performance

Adjusted EPS increased by 23% from 7.8p to

9.6p. This was driven by year-on-year growth in

total advertising revenue, combined with an

increase in the EBITA

of ITV Studios and M&E,

and significant cost savings across the Group.

Cost savings are permanent savings to the

business. Managing our cost base and

mitigating the impact of inflation is key, as

weaim to run our business as efficiently as

possible, and fund investments in line with

ourstrategic priorities.

Performance

We delivered £60 million of permanent

efficiencies in 2024 and £190 million since 2018.

The £60 million comprised £20 million of our

initial £150 million plan – now fully completed

– and £40 million of savings as part of our

ongoing strategic restructuring and efficiency

programme.

We expect to deliver a further £30 million of

non-content savings in 2025, which is a

combination of new initiatives and annualised

benefits from the 2024 savings.

2026 Target

Deliver over £150 million of cumulative savings

between 2018 and 2026.

One of ITV’s strengths is its cash generation.

Profit to cash conversion serves as a key

indicator in measuring our effectiveness in

exercising tight management of working capital

balances. It is calculated as our adjusted cash

flow as a proportion of adjusted EBITA

Performance

Profit to cash conversion was 83% in the year.

Working capital had a significant outflow

year-on-year, driven by an increase in

production inventories predominantly in the US

following the actors’ and writers’ strike in 2023.

2026 Target

Maintain at around 85%.

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

All KPIs are reported on a six-month basis. The following are reported quarterly: ITV Studios

total revenue growth, total digital revenue, total streaming hours, share of commercial viewing

and share of top 1,000 commercial broadcast TV programmes.

For further details on the performance of

our KPIs, see the Operating and Financial

Performance Review, pages 16 to 30

ITV plc Annual Report and Accounts 2024

ITV STUDIOS TOTAL ORGANIC

REVENUE GROWTH

TOTAL HIGH‑END

SCRIPTEDHOURS

% OF ITV STUDIOS TOTAL REVENUE

FROM STREAMING PLATFORMS

-5% on 2023 296 hrs -6% on 2023 25% -7 basis points on 2023

2023

2024 -5

2021

2022

2023 316

2024 296

2021

2022

175

276

2023 32

2024 25

2021

2022

ITV Studios total organic revenue growth

measures the scale and success of our global

Studios business. It includes revenues from

programmes sold to M&E, which as a vertically

integrated producer, broadcaster and streamer,

is an important part of our business.

Performance

Total organic revenue was down 5%, driven by

the impact of the 2023 US writers’ and actors’

strikes, which delayed around £80 million of

revenue from 2024 to 2025. This was combined

with lower demand from free-to-air

broadcasters in Europe and strong comparatives

from the phasing of high-value deliveries

year-on-year. Organic revenue excludes the

impact of a £30 million unfavourable foreign

exchange movement and £20 million of

acquisitions and disposals in the year.

2026 Target

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

Total high-end scripted hours is an important

measure in assessing the success of our

strategic priority, to grow our scripted

business.High-end scripted hours include new

commissions or returning franchises that have

ahigher cost per hour than continuing drama.

Performance

The number of high-end scripted hours

produced by ITV Studios decreased by 6% to

296 hours in 2024, driven by the impact from the

US actors’ and writers’ strikes and strong

comparatives from the phasing of high-value

scripted deliveries year-on-year, particularly to

streaming platforms in the UK and US.

2026 Target

Grow to 400 hours.

Over the medium term, the key driver of growth

in the global content market is expected to be

from streaming platforms. The percentage of

ITV Studios total revenue from streaming

platforms is an important measure of delivering

its strategic priority of further diversifying its

customer base and meeting its 2026 total

organic revenue growth target.

Performance

The percentage of ITV Studios total revenue

from streaming platforms declined to 25%,

driven by the impact from the US actors’ and

writers’ strikes and strong comparatives from

the phasing of high-value deliveries in 2023,

particularly in the UK and US. Offsetting some

of this decline in 2024 were deliveries, such as

Queer Eye and Missing You for Netflix, The

Better Sister for Amazon Prime Video, and

Virgin Island for Hulu.

2026 Target

Grow to 30% of ITV Studios total revenue.

ITV STUDIOS ADJUSTED

EBITA

MARGIN %

NUMBER OF FORMATS SOLD IN

THREE OR MORE COUNTRIES

14.7%

+1.5 basis

points on 2023

20 formats

+5% on

2023

13.2

2024 14.7

2021

2022

12.1

12.4

2023

2024 20

2021

2022

This is the key profitability measure used

across the ITV Studios business. The margin

is calculated on ITV Studios total revenue.

Performance

ITV Studios adjusted EBITA margin was 14.7%

(2023: 13.2%) and is at the high-end of our

range. This reflects an increase in higher margin

catalogue sales, the actions we have taken on

cost, and £13 million impact of Audio-Visual

Expenditure Credits (AVEC) during the year.

2026 Target

Deliver in the 13% to 15% range.

The Studios business is focused on maximising

the international monetisation ofhigh-value

formats. A good measure of international

success is when a format is commissioned

inthree or more countries in the year.

Performance

The number of formats sold in three or more

countries was 20 and in line with our 2026

target. Recent formats that have sold in three or

more countries include: Love Island, The Chase,

and Hell’s Kitchen.

2026 Target

Grow to 20 formats.

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

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

EXPAND STUDIOS UK AND GLOBAL PRODUCTION

ITV plc Annual Report and Accounts 2024

Strategic Report Financial StatementsGovernance

Key Performance Indicators continued

TOTAL DIGITAL REVENUE

MONTHLY ACTIVE USERS (MAU)

1. Total digital revenue includes revenue from digital

advertising, subscriptions, linear addressable

advertising, digital sponsorship and partnerships,

ITV Win and any other revenues from digital

business ventures. In addition, digital advertising

revenue now includes previously omitted revenue

streams such as commission from STV for ITV selling

their video-on-demand inventory and social media

advertising revenue, which qualify under the

definition. The prior years have been restated to

reflect the change in categorisation. Given the nature

of digital revenue it will evolve over time. 2023 was

previously reported as £490 million and 2022 as

£411 million

2. Total streaming hours is the total number of hours

viewers spent watching ITV across all streaming

platforms, reported at a device level. This figure

includes both ad-funded and subscription

streaming. In 2023, full year results, total streaming

hours were reported as 1,505 million hours, which

included some estimates of total streaming viewing

from third-party data providers. This figure has since

been updated to reflect the final data

3. Monthly active users captures the average number

of identifiable users throughout the period who

accessed our owned, operated, and IP-delivered

content and services each month

4. UK subscribers are users of ITVX’s premium tier. It

includes those who pay ITV directly, those who are

paid for by an operator, and free trialists. Prior to the

closure in 2024, it also included subscribers to the

BritBox UK service on Amazon Prime Video Channels

along with the BritBox UK standalone app. Before the

launch of ITVX in December 2022, this also included

ITV Hub+ subscriptions

£556m +12% on 2023 14.3m +14% on 2023

2023

498

2024 556

2021

2022

347

414

2023

12.5

2024 14.3

2021

2022

9.9

10.5

Total digital revenue comprises all revenue

streams from our digital businesses,

predominantly digital advertising. It is an

important measure of the acceleration of our

digital strategy as we supercharge streaming.

Performance

Total digital revenue grew 12% to £556 million.

The growth was driven by digital advertising

revenue, which was up 15%. This was marginally

offset by the expected decline in subscription

revenues.

2026 Target

More than double (compared to 2021) to at

least £750m.

Attracting more monthly active users to ITVX is

a key strategic priority. It increases reach, which

is important to attract and retain advertisers

and contributes to total digital revenue growth.

Performance

Monthly active users grew 14% to 14.3 million.

As with total streaming hours, the growth in

monthly active users has been driven by

investment in the quality and scale of content

on ITVX, the enhanced product and user

experience, and the expanded distribution and

marketing activity.

2026 Target

Double (compared to 2021) to 20m.

TOTAL STREAMING HOURS

UK SUBSCRIBERS

1,686m hrs

% on

2023 1.0m -23% on 2023

2023

1,50 6

2024 1,686

2021

2022

1,048

1,192

2023

1.3

2024 1.0

2021

2022

1.2

1.4

Increasing the time users spend streaming ITV

content is a key strategic priority. It drives scale,

which is important to attract and retain

advertisers, and contributes to total digital

revenue growth.

Performance

Total streaming hours increased 12% to 1,686

million hours. This growth reflects our

high-quality content offering, along with our

investment in ITVX to enhance the product and

user experience, and to expand our distribution

and marketing activity. This has helped retain

and attract more users, who have watched

content for longer.

2026 Target

Double (compared to 2021) to 2bn hours.

UK subscribers capture total UK subscriptions

to ITV streaming platforms. It is a measure of

the monetisation of ITV viewers, who are willing

to pay for ad-free and additional content.

With the changing market dynamics, we have

prioritised our ad-funded proposition over our

paid proposition to deliver the best return and

drive digital revenues. Subscribers as a KPI are

therefore less important.

Performance

Total UK subscribers as of 31 December 2024

was down 23% year-on-year, as we

consolidated subscriptions from our

standalone app, BritBox UK, into ITVX Premium.

This was combined with the closing of the

legacy ITV catch-up service on Amazon Prime

Video Channels.

2026 Target

Double (compared to 2021) to 2.5m.

M&E

SUPERCHARGE STREAMING

ITV plc Annual Report and Accounts 2024

SHARE OF TOP 1,000 COMMERCIAL

BROADCAST TV PROGRAMMES

SHARE OF COMMERCIAL

VIEWING

5. The share of top 1,000 commercial broadcast TV

programmes is measured by BARB based on viewing

figures. This includes TV viewing from transmission

and seven days post-transmission on catch up, as

well as six weeks prior to the transmission window.

It excludes programmes with a duration of <ten

minutes. This metric is calculated as a 12-month

rolling average to normalise seasonal scheduling

6. Share of commercial viewing is the total viewing of

audiences over the period achieved by ITV’s family

of channels as a proportion of all ad-supported

commercial broadcaster viewing in the UK. ITV

Family includes ITV, ITV2, ITV3, ITV4, ITVBe, CITV,

ITV Breakfast, CITV Breakfast and associated ‘HD’

and ‘+1’ channels. Note that CITV closed down and

became a fully on demand service on ITVX in

September 2023

92% +1 basis point on 2023 32.2%

0.4 basis points

on 2023

2023

2024 92

2021

2022

2023

32.6

2024 32.2

2021

2022

33.1

33.8

Maintaining our strength in delivering mass

commercial linear TV audiences enables ITV

toattract and retain advertisers and command

a premium from them.

Performance

Our 2024 share was 92%, which was up 1% point

year-on-year. 2024 included critically acclaimed

dramas, such as Mr Bates vs The Post Office

and Until I Kill You, entertainment formats, such

as Love Island and The 1% Club, and sporting

events, such as the Euros, which helped to

maintain ITV’s strong commercial mass

audience proposition.

2026 Target

Maintain a share of at least 80%.

Maintaining ITV’s number one position in the

UKbroadcast market helps us attract and

retainadvertisers, and is vital to maximising

advertising revenues.

Performance

Share of commercial viewing decreased

marginally by 0.4% points to 32.2%. Other

commercial broadcasters took share in 2024

with more viewing to sport and drama in their

schedules compared to the prior year.

Target

Maintain at 33%.

M&E OPTIMISE BROADCAST

ITV plc Annual Report and Accounts 2024

Strategic Report Financial StatementsGovernance

ITV made good strategic progress during 2024, driven

by strong execution and industry-leading creativity.

Group financial overview

ITV delivered a strong financial, operating and

creative performance with an 11% increase in

group adjusted EBITA

. ITV Studios delivered

record profits, with an increase in the Media &

Entertainment (M&E) margin. ITVX continued

its strong revenue and viewing performance,

delivering 15% growth in digital advertising

revenue in the year.

In 2024, total ITV revenue decreased by 3%,

mainly driven by the expected decline in ITV

Studios from the impact of the 2023 US

writers’ and actors’ strike, a softer market

from free-to-air broadcasters (FTA), and

strong comparatives from high-value

deliveries in 2023. This offset growth in TAR,

which was up 2% year-on-year, in line with

expectations. Total external revenue was

down 4%.

Both ITV Studios and M&E delivered improved

margins year-on-year. ITV Studios adjusted

EBITA, including Audio-Visual Expenditure

Credits (AVEC), increased by 5% at a margin of

14.7%

. M&E adjusted EBITA increased by 22%

reflecting the growth in TAR, lower content

costs, and significant cost savings delivered

across the Group.

Financial highlights

Twelve months to 31 December

2024

£m

2023

£m

Change

£m

Change

ITV Studios 2,038 2,170 (132) (6)

M&E 2,102 2,090 12 1

Total Revenue 4,140 4,260 (120) (3)

Internal revenue (652) (636) (16) (3)

Total External Revenue 3,488 3,624 (136) (4)

Total non-advertising revenue 2,320 2,482 (162) (7)

ITV Studios adjusted EBITA

299 286 13 5

M&E adjusted EBITA 250 205 45 22

Adjusted EBITA 549 491 58 12

Unrealised profit in stock adjustment (7) (2) (5) (250)

Group adjusted EBITA 542 489 53 11

Group adjusted EBITA margin 16% 13% - 3% pts

Statutory operating profit 318 238 80 34

Adjusted EPS (p) 9.6p 7.8p 1.8p 23

Statutory EPS (p) 10.4p 5.2p 5.2p 100

Net Debt at 31 December (431) (553) 122 22

Leverage 0.7x 1.0x (0.3)x

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

and KPIs section

2. Refer to APMs for key adjustments to EBITA and adjusted EBITA

3. ITV Studios adjusted EBITA includes a £13 million impact from the change in legislation on Audio-Visual Expenditure Credits (AVEC), effective on expenditure incurred from 1

January 2024. Expenditure credits on qualifying expenditure is included within operating profit rather than within the consolidated tax charge. As a result, our EBITA, adjusted

EBITA, adjusted EBITA margin, profit before tax and tax charge increase, but profit after tax and EPS is unchanged, compared to the previous High-End TV accounting treatment.

Excluding the impact of AVEC, ITV Studios adjusted EBITA was flat year-on-year and Group adjusted EBITA increased by 8% to £529 million

Key financials

Group external revenue

£3,488m

-4% vs 2023

Total ITV Studios revenue

£2,038m

-6% vs 2023

Total digital revenue

£556m

+12% vs 2023

Group adjusted EBITA

£542m

+11% vs 2023

Statutory operating profit

£318m

+34% vs 2023

Adjusted EPS

9.6p

+23% vs 2023

Statutory EPS

10.4p

+100% vs 2023

Net debt

£431m

31 Dec 2023: £553m

Operating and financial performance review

ITV plc Annual Report and Accounts 2024

We continue to transform and restructure

the way we operate in response to changing

viewer behaviour and reflecting the dynamics

of the industry in which we operate. We are

reshaping our cost base, enhancing

profitability and investing in the growth drivers

of ITV Studios and streaming. We have

delivered £60 million of incremental in-year

cost savings which have come from across

the business, including technology and

operational efficiencies, permanent

reductions in discretionary spend, and

organisational redesign. This comprises

£20 million from our existing £150 million

cost-saving target, which has now been

fully delivered, and £40 million of additional

savings as part of our ongoing transformation

and efficiency programme, which we

announced in March 2024 as we continue

to digitally transform the business.

Profit in stock of £7 million (2023: £2m)

increased year-on-year reflecting the renewal

of several multi-year deals between Global

Partnerships and M&E for content on ITVX.

Total operating exceptional items were £65

million (2023: £77 million) as guided. It

includes £50 million of restructuring and

transformation costs to reduce the cost base

and deliver our new programme rights, finance

and HR systems (see note 2.2 of the Financial

Statements for further detail).

Adjusted financing costs were down in the

year at £25 million (2023: £29 million), largely

due to interest received on the BritBox

International sale proceeds, which were held

on deposit during the year in a higher interest

rate environment. This offset the financing

costs attributable to our loans and bonds.

Statutory net financing costs were £nil

compared to £45 million in 2023, with the

decline driven by the fair value gains on bonds

that were repaid in the year, interest accrued

on acquisition-related exceptional expenses,

unrealised foreign exchange losses, imputed

pension interest income and fair value

adjustments on financial assets and

acquisition-related put option liabilities.

Our adjusted effective tax rate was 20.8%

(2023: 21.5%) and the statutory effective tax

rate was 22.1% (2023: (8.3)%). The higher

statutory tax rate in the year was due to the

change in the UK regime for tax credits on

productions, which increased the effective

tax rate.

Adjusted EPS for the year was 9.6p (2023:

7.8p), with statutory EPS increasing from

5.2p to 10.4p. See the Finance Review for

further detail.

Our profit to cash conversion (which is an

APM) was 83% (31 December 2023: 102%).

In 2024, we had free cash flow of £325 million

(31 December 2023: £361 million), reflecting

a significant outflow of working capital as a

result of the resumption of productions in the

US following the strikes in 2023.

In addition, our net debt at 31 December 2024

was £431 million (2023: £553 million) and our

net debt to adjusted EBITDA was 0.7x (2023:

1.0x). Net debt includes net proceeds from the

sale of BritBox International, which was

funding the £235 million share buyback. Refer

to the Finance Review for further detail.

We have good access to liquidity. At 31

December 2024, we had cash and committed

undrawn facilities totalling £1,377 million,

including total cash of £427 million (2023:

£1,240 million, including total cash of

£340 million).

During 2024, we extended the maturity profile

of ITV’s debt through the issuance of a €500

million Eurobond to June 2032. The proceeds

were used to repay the £230 million term loan

(maturing in 2027), and retire €240 million of

the €600 million Eurobond (due in 2026).

We have a clear capital allocation policy, and

our priorities remain unchanged (see the

Finance Review for further details).

The Board recognises the importance of

the ordinary dividend to ITV shareholders.

Reflecting its confidence in the business and

its strategy, as well as the continued strong

cash generation and share buyback during

2024, the Board has proposed a final

dividend of 3.3p (2023: 3.3p), giving a full year

ordinary dividend of 5.0p per share for 2024

(2023: 5.0p).

The Board remains committed to paying a

full year ordinary dividend of at least 5.0p in

2025, which it expects to grow over the

medium term.

Following the sale of ITV’s 50% shareholding

in BritBox International to BBC Studios on

1 March 2024 for a cash consideration of

£255 million, the Board returned the entire

net proceeds to shareholders through a £235

million share buyback. At 31 December 2024,

£198 million (270 million shares) had been

bought back.

We remain focused on managing our cash

and costs while continuing to invest in

delivering our strategic priorities. Our robust

balance sheet allows us to do this while

delivering returns to shareholders.

A range of downside scenarios reflecting

ITV’s principal risks has been modelled and

considered in the assessment of ITV’s

long-term viability. Refer to page 58 for

further details.

JOAN is a British crime drama starring Sophie Turner.

On ITVX, 95% of Joan’s audience had completed the

series within one week.

ITV plc Annual Report and Accounts 2024

Strategic Report Financial StatementsGovernance

ITV Studios benefits from scale, being the

largest commercial producer in the UK, one

of the largest unscripted producers in the US

and one of the top three in the majority of the

remaining international markets in which it

operates. ITV Studios is a trusted supplier

with well established relationships with key

content buyers and leading creative talent

in those markets. With a combined content

library of over 95,000 hours, it is also one of

the pre-eminent global distributors.

The global content market is large and

attractive (c.$233 billion in 2024, Source:

Ampere Analysis Feb 2025, ex film studios),

with all platforms requiring a diverse mix of

content to succeed in a very competitive

market. While overall market growth has

slowed compared to historical levels, we

expect to see growth in the key segments in

which ITV Studios operates, including content

licensing (especially digital and FAST

channels), and continued demand from

streaming platforms for unscripted content

and premium scripted content.

ITV Studios is well-positioned to capitalise on

these growth opportunities, and we are

confident in our ability to continue to grow our

market share, benefiting from our significant

competitive advantages. This includes the

creative excellence of our talent, our strong IP,

our strong track record and relationships with

key buyers , and our exciting creative pipeline

for 2025 and beyond.

ITV Studios is a scaled and global creator,

owner and distributor of high quality TV content,

diversified by genre, geography and customer,

with 60+ labels in 13 of the key creative markets

around the world.

ITV

STUDIOS

RIVALS is a drama produced by

Happy Prince (an ITV Studios

label) for Disney+. It has been

recommissioned for a second

series. Image courtesy of

Disney+.

1. FAST = Free ad-supported streaming TV

Operating and financial performance review continued

ITV plc Annual Report and Accounts 2024

Since 2021, ITV Studios revenue on a

like-for-like basis (excluding acquisitions and

adjusting for FX) has grown by around 4.2%

CAGR, faster than the market of around 3.4%

CAGR (Source: Ampere Analysis Feb 2025 –

excluding spend from film studios).

Expand Studios

ITV Studios Strategy

ITV Studios’ ambition is to be a leading force

in the creation and ownership of intellectual

property (IP), global content production and

distribution. We are achieving this by focusing

on our four strategic priorities to drive revenue

and profit growth:

1. Growing our scripted business to meet the

growth in global demand

2. Growing our global formats business to

maximise the monetisation of high-value

formats

3. Diversifying our customer base to capture

the growth in content spend from local

and global streaming platforms

4. All of which is underpinned by our ability to

attract and retain leading creative talent

Our Global Partnerships business also invests

in the funding of scripted content produced by

ITV Studios and selective third parties.

We continue to see good momentum in our

scripted pipeline into 2025 and beyond, with

several scripted titles that performed well on

their respective platforms being

recommissioned. This includes: Rivals for

Disney+, One Piece S2 and Suburra for Netflix,

After The Flood for ITV and Ludwig for

the BBC.

In 2024, ITV Studios’ high-end scripted hours

decreased by 6% year-on-year to 296 hours

(2023: 316 hours), impacted by strong

comparatives from the phasing of high-value

scripted deliveries year-on-year, particularly

to streaming platforms in the UK and US, as

well as the US writers’ and actors’ strikes.

Scripted deliveries of titles in 2023 such as

Fool Me Once, Rivals, Franklin and Suburra,

were partly offset by 2024 deliveries such

as Lazarus, Sanctuary and The Better Sister.

Growing our Global Formats

business

Unscripted content also remains important to

ITV Studios. Through our Global Partnerships

business, we monetise our portfolio of some

of the world’s most successful travelling

entertainment formats, as well as maximise

commercial opportunities from our brands.

We are focused on driving growth across our

unscripted offering by monetising our existing

high-value formats effectively, as well as

supporting the creation of new global formats.

Our portfolio of world-class brands includes

our established formats such as The Voice

(one of the most successful unscripted format

brands in the world), Love Island, The Chase,

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

These formats and spin-offs continue to sell

in new territories, and attract mass audiences

for our clients. They are highly sought after by

both traditional broadcasters and streaming

platforms, offering cost-effective content

with a proven track record of audience

success. We also have several new formats

with the potential to be global hits. These

include I Kissed A Boy/Girl; Shark! Celebrity

Infested Waters, A Party to Die For, and

Celebrity Sabotage.

During the year, across our Global

Partnerships business, we sold 65 unique

formats internationally (2023: 63), 20 of

which were sold to three or more countries

(2023: 19).

THE VOICE is a singing reality competition series

and was the number one franchise of the year in

75 territories.

Each priority is underpinned by a KPI target for

2026, which reflects the key drivers of growth

and value. See the Strategy section within the

CEO Report for more details on our KPIs, why

they are important, and how they will enable

us to deliver total organic revenue growth of

5% on average per annum over the five years

from 2021 to 2026 – ahead of the market,

at an adjusted EBITA margin of 13% to 15%.

Growing our

scripted business

Scripted content plays a key role in attracting

and retaining viewers and subscribers. This,

together with the increase in the number of

streaming platforms, has led to a rise in

original scripted commissions in the UK, US,

Australia and Europe in recent years. With our

global production presence and a strong track

record for delivering high-quality scripted

content, ITV Studios is well-positioned to

cater to this demand, and importantly grow

our share of the market.

ITV has a portfolio of scripted labels in the UK

and internationally, which creates and

produces high-quality content with global

appeal for both FTA and streaming platforms.

ITV plc Annual Report and Accounts 2024

Strategic Report Financial StatementsGovernance

Further diversifying our

customerbase

Demand from streaming platforms for

unscripted content and premium scripted

content presents a significant opportunity for

ITV Studios to further diversify its customer

base, and continue to grow its overall market

share. Over the last few years, ITV has grown

its market share from streaming platforms,

who we have built strong relationships with.

Since 2021, and despite the decline in revenue

in 2024, ITV Studios has grown its scripted and

unscripted revenues from streaming

platforms by 26% CAGR and 45% CAGR

respectively, which is ahead of market growth

of around 11% for both genres (Source:

Ampere Analysis ex. film studios – Feb 2025).

In 2024, the percentage of ITV Studios total

revenues from streaming platforms

decreased by seven percentage points to

25% (2023: 32%). This was impacted by the

US actors’ and writers’ strikes, and strong

comparatives from the delivery of high-value

scripted and unscripted titles in 2023,

particularly in the UK and US. This included

Franklin, Physical and Big Beasts for Apple

TV+, Fool Me Once for Netflix, and Fifteen

Love for Amazon Prime Video. Offsetting

some of this year-on-year decline were

deliveries in 2024 of scripted and unscripted

titles including: Queer Eye, Missing You and

Love Is Blind France all for Netflix, The Better

Sister and Lazarus for Amazon Prime Video

and Virgin Island for Hulu.

ITV Studios has a strong creative pipeline of

scripted and unscripted titles for streaming

platforms in 2025 and beyond, reflecting the

trust they have in our creativity and the

strength of our ideas. Future titles include:

Squid Game: The Challenge S2, Sneaky Links:

Dating After Dark, and Run Away all for Netflix;

The Devil’s Hour for Amazon Prime Video and

Love Island Games USA for Peacock.

CITADEL DIANA is an Italian spin-off of the American spy thriller

series Citadel. It was produced by Cattleya (an ITV Studios label)

for Amazon Prime Video. Image courtesy of Amazon Prime.

MISSING YOU is a drama produced by Quay

Street Productions (an ITV Studios label) for

Netflix. Image courtesy of Netflix.

2024 PROGRAMME

HIGHLIGHTS

One of Netflix’s most

streamed titles ever

Fool Me Once

Biggest global

launch for an

Italian original ever

Citadel Diana | Amazon Prime Video

#1 Franchise

of the year

The Voice

The BBC’s biggest

new scripted title

of 2024

Ludwig

#1 Reality series

in the US across all

streaming platforms

Season 6 Love Island USA | Peacock

Disney+’s

breakout hit

Rivals

Operating and financial performance review continued

ITV plc Annual Report and Accounts 2024

Digital Studio – Zoo 55

Our Global Partnerships business focuses on

leveraging our extensive content library of

95,000+ hours, and maximising the value of

ITV Studios IP. In early 2025, ITV Studios

launched a new digital content label, Zoo 55,

to drive high-margin growth from the global

digital distribution market, as we distribute

content to more platforms and audiences

globally. This is a growing area of the content

market, with the global online video

advertising market expected to grow by

nearly 50% by 2029.

Zoo 55 will encapsulate our existing portfolio

of 160+ owned and operated social video

channels (e.g. YouTube, Meta and TikTok),

which had over 25 billion views in 2024, 100+

ad-supported channels, and 20 branded and

thematic FAST channels (e.g., Pluto and Roku)

in 18 territories. We also have 18 active mobile

games (e.g. Love Island and The Chase)

where we license our IP to third-party

games producers.

Zoo 55 is also using digital innovation and AI to

deliver data-backed content creation and

automated clipping.

Zoo 55 delivered around £60 million of high

margin digital revenue in 2024, up c.30% year

on year, and we expect to double this by the

end of 2027, as we launch more channels and

games in more territories.

Attracting and retaining

leadingtalent

A key part of ITV Studios’ investment strategy

and its overall success is its ability to attract

and retain the best creative talent. ITV Studios

offers talent a unique combination of creative

independence, an entrepreneurial culture, a

label structure, and the resources of a global

studio business. This includes access to ITV

Studios’ global distribution network, and

in the UK, the benefit of being part of a

vertically integrated producer broadcaster

and streamer.

ITV has successfully integrated its new labels,

many of which were established through

recent talent deals, delivering an impressive

slate of programmes with many more

commissions in development. Recent

and upcoming include: Virgin Island, a

co-production between ITV America and

Plimsoll Productions in the UK; Fool Me Once,

After The Flood and Run Away from Quay

Street Productions; as well as Rivals from

Happy Prince, and 113 from Windlight

Pictures in Germany. This strong pipeline

demonstrates ITV Studios’ commitment

and success in nurturing and leveraging top

creative talent to produce engaging,

high-quality content.

DOUGLAS IS CANCELLED is a

comedy drama series, produced by

Hartswood Films, which was

acquired by ITV Studios in 2024.

QUEER EYE is an unscripted format

produced by ITV America (part of ITV

Studios) for Netflix. Image courtesy

of Netflix.

We continuously manage our portfolio of

labels to strengthen our creativity. During the

year, we acquired the UK-based scripted

independent studios, Hartswood Films,

producer of Sherlock. We also acquired a

majority stake in UK scripted producer Eagle

Eye Drama, the producer of Professor T and

Hotel Portofino. As part of the deal, ITV

Studios also acquired a majority stake in

Belgium-based production company Happy

Duck Films, the production services partner

on Eagle Eye’s slate.

In the US, ITV Studios sold back its minority

shareholding in Blumhouse TV to Blumhouse

Holdings. Blumhouse and ITV America

continue their unscripted partnership

delivering the series Worst Roommate Ever,

which achieved success on Netflix and has

secured a series spin-off.

ITV plc Annual Report and Accounts 2024

Strategic Report Financial StatementsGovernance

ITV Studios financial performance

Twelve months to 31 December

2024

£m

2023

£m

Change

£m

Change

Organic Change

ITV Studios UK

868 962 (94) (10) (12)

ITV Studios US 391 395 (4) (1) 2

ITV Studios International 380 445 (65) (15) (10)

Global Partnerships 399 368 31 8 10

Total ITV Studios revenue

2,038 2,170 (132) (6) (5)

Total ITV Studios costs (1,739) (1,884) 145 8 7

Total ITV Studios adjusted EBITA

299 286 13 5 5

ITV Studios adjusted EBITA margin 14.7% 13.2% – 1.5% pts –

Twelve months to 31 December

2024

£m

2023

£m

Change

£m

Change

Internal revenue 646 629 17 3

External revenue 1,392 1,541 (149) (10)

Total ITV Studios revenue 2,038 2,170 (132) (6)

Twelve months to 31 December

2024

£m

2023

£m

Change

£m

Change

Scripted

621 802 (181) (23)

Unscripted 1,054 1,057 (3) –

Core ITV

and Other 363 311 52 17

Total ITV Studios revenue 2,038 2,170 (132) (6)

ITV Studios performed well, despite the

expected difficult market backdrop in 2024.

Total ITV Studios revenue was down 6% due

to the expected impact from the 2023 US

writers’ and actors’ strikes, a softer market

from FTA broadcasters, and strong

comparatives from the phasing of deliveries

year-on-year.

Total ITV Studios revenue includes a £55

million revenue benefit from the transfer of

ITV sports production from M&E in 2024, of

which £53 million is eliminated in

intersegment revenue. This transfer means all

production labels are now within ITV Studios,

and it creates production and digital

opportunities, enabling Zoo 55 to leverage the

sports archive.

Internal revenue was up 3%, which includes

the benefit of the transfer of ITV sports

production from M&E. Total Studios external

revenue was down 10%.

Total organic revenue at constant currency

was down 5%, adjusting for a £30 million

unfavourable foreign exchange movement

and £20 million of acquisitions and disposals.

Reflecting our presence in key global

production markets, 59% of ITV Studios

revenue was generated outside the UK

(2023:58%).

ITV Studios adjusted EBITA (including AVEC)

was up 5%, with an adjusted EBITA margin of

14.7%, reflecting an increase in the mix of

higher-margin catalogue sales and the actions

we have taken on cost. During 2024, £25

million of permanent cost savings were

delivered relating to production efficiencies,

permanent reductions in discretionary spend,

and organisational redesign savings.

There was a £5 million unfavourable impact

from foreign exchange on adjusted EBITA in

the year.

We continue to look at ways to drive

efficiencies and improve margins over the

medium term. This includes rationalising our

property footprint, using technology and data

to drive cost and revenue efficiencies, utilising

our production hubs for our key global

formats, taking further steps to digitise our

production processes, as well as using remote

editing more routinely, and the operational

use of AI to optimise production processes

where possible. We remain committed to

our adjusted EBITA margin guidance of 13%

to 15%.

ITV Studios UK

ITV Studios UK produces a diverse range of

new and established scripted and unscripted

titles for global streaming platforms and

FTA broadcasters.

In 2024, ITV Studios UK saw a decline in

revenue of 10% to £868 million

(2023: £962

million). Excluding acquisitions made during

the year, ITV Studios revenue was down 12%

at £848 million. The decline was driven by

strong comparatives from the phasing of a

number of high-value deliveries in 2023. This

included Fool Me Once and Squid Game: The

Challenge for Netflix, Vigil for the BBC, The

Stolen Girl and Rivals for Disney+ and I’m A

Celebrity... Get Me Out Of Here! South Africa

for ITV.

Offsetting some of this decline in 2024 were

deliveries including Code of Silence and Until I

Kill You for ITV, Missing You for Netflix, Lazarus

for Amazon, Ludwig for the BBC and

Sanctuary for AMC.

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

2. Excluding the revenue benefit from the transfer of ITV Sports Production from M&E, effective from 1 January 2024, total ITV Studios revenue was down 9% and ITV Studios UK

revenue was down 15%

3. ITV Studios adjusted EBITA also includes a £13 million impact from the change in legislation on AVEC. Excluding the impact of AVEC, ITV Studios adjusted EBITA was flat

year-on-year with a 14% margin. Refer to Alternative Performance Measures for key adjustments to EBITA and adjusted EBITA

4. Includes high-end scripted and other scripted revenues

5. Core ITV includes the soaps and Daytime shows produced by ITV Studios for ITV1

Operating and financial performance review continued

ITV plc Annual Report and Accounts 2024

Global Partnerships

Global Partnerships saw strong revenue

growth in 2024, up 8% year-on-year to

£399million (2023: £368 million) and 10%

to £406 million when adjusted for the

unfavourable impact of foreign currency.

The business benefited from growth in

catalogue sales, leveraging the breadth and

depth of its extensive catalogue with sales to

other broadcasters and streaming platforms

globally, including the renewal of multi-year

deals with customers such as ITVX and

BritBox International (owned by the BBC).

It also benefited from the international

distribution of scripted titles, such as Ludwig,

Snowpiercer and After The Flood. Finished

programme sales of unscripted titles including

Love Island, Hell’s Kitchen and The Graham

Norton Show have all sold well to streaming

platforms, ad-funded video on demand

platforms and FAST channels globally.

Outlook

• ITV Studios remains on track to deliver

total organic revenue growth of 5% on

average per annum from 2021 to 2026,

ahead of the market, at a margin of 13-15%

• In 2025 we expect to see good revenue

growth, ahead of the market. Revenue,

profit and margin will be weighted to H2,

with the H2 margin being higher than H1,

due to the weighting of cost savings and

high-margin deliveries

• The 2025 full year margin will be lower than

2024 and still within the 13-15% range. This

reflects the change in sales mix, as the

market recovers following the US strikes,

with a lower proportion of high-margin

catalogue sales, and a higher proportion

of lower-margin scripted deliveries

• We have very strong creative output

and an exciting pipeline of productions

for 2025 and beyond. This is expected

to include:

– In the UK, Destination X for the BBC and

NBC in the US, Run Away for Netflix,

Rivals S2 for Disney+, and The Reluctant

Traveller for Apple TV+

– In the US, Sneaky Links: Dating After

Dark and One Piece S2 for Netflix, What

Drives You for Roku, and Love Island

Games for Peacock

– Internationally, Paris Police 3 for Canal+,

Gomorrah Le Origine for Sky Italia, and

key formats such as The Voice and Love

Island delivering across multiple

countries

– Global Partnerships will see an

increased pipeline of new content

produced by ITV Studios, with titles

including The Hack, Cold Water and

Code of Silence, along with new formats

Celebrity Sabotage and Shark! Celebrity

Infested Waters

LUDWIG is a detective comedy drama series produced by Big Talk

Productions (an ITV Studios label). It was the BBC’s biggest new

drama of the year and has been recommissioned for a second series.

ITV Studios US

ITV Studios US provides scripted and

unscripted content to all the major networks

and cable channels in the US, along with every

major streaming platform.

During the year, ITV Studios US total revenue

declined by only 1% to £391 million (2023:

£395 million), and was up 2% to £402 million,

when adjusted for the unfavourable foreign

exchange impact. This was in spite of the

impact of the 2023 US writers’ and actors’

strikes, which delayed around £80 million

of revenue from 2024 to 2025. ITV America

(unscripted) had a strong performance in

the year, with the delivery of shows such as

The Voice for NBC, Love Island for Peacock,

Hell’s Kitchen for Fox, and Worst Roommate

Ever for Netflix. This was combined with the

delivery of Snowpiercer for AMC and The

Better Sister for Amazon Prime Video by

ITV Studios America (scripted).

Overall, ITV Studios America revenue

declined, reflecting delayed productions from

the impact of the strikes and the phasing of

large, unrepeated scripted deliveries

year-on-year, including Franklin and Physical

for Apple TV+ and Ten Year Old Tom for Max.

ITV Studios International

ITV Studios International produces original

scripted and unscripted content across our

non-UK and non-US production bases.

Growing our International scripted business

allows us to benefit from the demand for

locally produced content with global appeal,

and we have scripted projects in production

and development with many global and local

streaming platforms.

Revenue within ITV Studios International

decreased by 15% to £380 million in 2024

(2023:£445million), and by 10% to

£400million when adjusted for acquisitions

and disposals and the unfavourable impact of

foreign currency. Deliveries in 2024 included

ACAB in Italy, Inganno (the Italian adaptation

of Gold Digger from the UK), My Kitchen Rules

Australia and Scared of the Dark in Germany,

based on the UK format. This was offset by

fewer deliveries across the portfolio year-on-

year, due to lower demand from free-to-air

broadcasters in Europe.

ITV plc Annual Report and Accounts 2024

Strategic Report Financial StatementsGovernance

M&E Strategy

ITV’s M&E strategy is designed to respond to

changing viewer behaviour and the evolving

needs of advertisers. It is based on two

strategic pillars: Supercharge Streaming and

Optimise Broadcast.

Across ITVX and our linear TV channels, ITV

M&E offers viewers unparalleled choice in

how and when they watch, combined with a

strong reputation for brilliant content suited

to British audiences.

This has led to ITV M&E being a commercial

leader in scale and reach, with a 22% share of

commercial big screen viewing, bigger than

Netflix, Amazon Prime and Disney+ combined

(Source: BARB, Adults 16+), and a weekly

reach of nearly 40 million across linear TV and

ITVX. This is an invaluable proposition for

advertisers, providing them with a unique

combination of mass reach, targeted

advertising at scale, and commercial and

creative partnerships in a brand-safe and

reliably measured environment.

ITV is the UK’s largest commercial broadcaster and

streamer, delivering unrivalled audience scale and

reach. Through M&E, we make content available to

viewers through ITVX – our free advertiser-funded

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

and our third-party partners, enabling them to

watch however and wherever they choose.

MEDIA &

ENTERTAINMENT

EUROS 2024 had a peak

audience of over 21 million for

the England men’s semi-final

against the Netherlands on ITV.

Operating and financial performance review continued

ITV plc Annual Report and Accounts 2024

Our strategic pillars have KPIs and 2026

targets, which measure the key drivers of

growth and value. See the Strategy section

within the CEO Statement for more details on

these KPIs, why they are important, and how

they will enable us to grow digital revenues to

at least £750 million by 2026, as well as drive

non-digital revenues.

Supercharge

Streaming

Growing and enhancing our

streaming proposition, ITVX

ITVX continued to perform very strongly

during 2024. It:

• Attracted more users – Monthly active

users (MAUs) increased by 14% to 14.3

million year-on-year (2023: 12.5 million)

• Increased viewing – Total streaming

hours grew by 12% to 1,686 million (2023:

1,506 million

)

• Attracted harder-to-reach audiences –

Streaming hours amongst the 25–54

demographic increased by 22%, and

among men increased by 26%. Over 50%

of ITVX’s audience is under 55, compared

to 33% for total television

• Increased engagement and content

discovery – We have seen the power of our

key programmes bringing viewers to ITVX,

who then go on to watch other content. For

example, 77% of those Love Island viewers

and 61% of Euro 2024 viewers went on to

watch additional content on ITVX

This increased reach and viewing of ITVX,

provide advertisers with valuable addressable

and scaled audiences, in a brand-safe and

measured environment. Our robust data and

analytics capabilities enable us to offer

high-value, highly targeted inventory and this

contributed to a 15% increase in digital

advertising revenue, and helped drive 12%

growth in digital revenues year-on-year.

In 2024, incremental digital revenues

exceeded ITVX incremental costs, two years

earlier than expected. By the end of 2025, we

will have recouped the cumulative

incremental investment in ITVX, much earlier

than anticipated. We have grown digital

revenues in line with our plan, with lower

investment in content and technology than

originally planned.

We have focused our efforts on attracting

25 to 54-year-old viewers to ITVX, as they

present the biggest growth and advertising

opportunities, with over 26 million in the UK.

This age group increasingly turns to streaming

first, with a strong preference for Reality,

Sport, Drama and Entertainment – genres

that closely align with ITV’s strengths.

They are also commercially valuable,

enhancing our monetisation potential.

Content

There are over 27,000 hours of content

available on ITVX (including over 5,000 hours

exclusively on the premium ad-free tier),

curated to attract and retain commercially

valuable audiences. This includes live and

on-demand content from our five linear TV

channels, FAST channels, exclusive ITVX

content (including spin-off shows from our

linear TV channels, live sport, comedy, true

crime and US box sets), ITVX Kids, and over

250 films, creating one of the UK’s largest

free film libraries.

Since ITVX’s launch in 2022, we have

dramatically improved the content offering,

constantly testing, learning and adapting

our content proposition and windowing

strategy alongside our linear TV channels,

using our data to optimise our content spend

and viewing.

This was achieved by optimising spend

through having one content budget across

linear TV and streaming, enabling us to reach

audiences more efficiently, wherever they

choose to watch. We reduced the number of

ITVX exclusives, and tested different

windowing and release patterns to maximise

viewing across both linear TV and streaming.

We also acquired more content and boxsets

for ITVX, which deliver a high volume of hours

at a lower cost. Contract renegotiations and

the rationalisation of technology partners

have led to efficiency gains and reduced

costs over time.

To sustain and build on ITVX’s performance,

we will focus our ITVX investment, which is

fully embedded in our cost base, on our key

value drivers – content, marketing,

distribution, product and monetisation. Data

is key to optimising these. We have over 40

million registered users, one of the largest

first-party data sets in the UK. Data helps

improve our commissioning decisions,

maximise the effectiveness of marketing,

enhance our distribution and prioritise our

product developments. In addition,

augmenting our scaled data sets with other

first-party data sets has allowed us to deliver

targeted advertising at scale. Refer to our

recent ITVX webinar for further insight on how

we use data to enhance our ITVX key value

drivers, available at www.itvplc.com/

investors/presentations-and-events/2024

1. In 2023, total streaming hours were reported as 1,505

million hours, which included some estimates from

third-party data providers. This figure has since been

updated to reflect the final data

2024 PROGRAMME

HIGHLIGHTS

ITV’s biggest new

drama in over 20 years

Mr Bates vs The Post Office

UK’s biggest

entertainment show

I’m A Celebrity… Get Me Out Of Here!

Biggest peak audience

on any channel

England vs Netherlands Euros

semi-final

UK’s biggest soap

Coronation Street

UK’s biggest quiz show

on TV

The 1% Club

UK’s biggest daytime

show

The Chase

ITV plc Annual Report and Accounts 2024

Strategic Report Financial StatementsGovernance

ITVX News is an integral part of ITVX and an

important driver of viewing, with News

streaming hours up 34% year-on-year. ITVX

News has proved valuable in delivering public

service content to broader audiences, and has

recently been named the most influential

voice in UK journalism on TikTok.

In 2024, ITVX benefitted from the strong linear

TV schedule of drama, sport, entertainment

and reality along with a number of Hollywood

film franchises and US boxsets, which

contributed to the strong growth in viewing

metrics during the year.

ITVX’s content strategy over the next two

years will focus on increasing viewing through

a regular cadence of new content, improving

viewer retention through the windowing of our

new drama releases and our deep and broad

content catalogue, as well as optimising

scheduling to increase reach, delivering

content to viewers wherever and however

they choose to watch.

Marketing

Marketing is an important tool to attract more

commercially valuable viewers and getting

them to engage with ITVX for longer.

We increased our marketing investment by

around £15 million in 2024 to drive both

streaming and linear viewing.

During the year, we focused our marketing

investment on ITVX brand campaigns and

around our high-profile, flagship programmes,

while enhancing digital and reactive marketing

to promote shows gaining traction through

news or social media trends. With improved

data capabilities and using generative AI tools,

we now target viewers more effectively –

especially across social media channels

where we have reduced our cost per

acquisition by 70%. We also launched ITV

Insiders, collaborating with over 120 top UK

digital influencers to promote our shows.

These efforts have boosted our spontaneous

consideration – which measures how many

viewers, unprompted, consider ITVX as a

viewing destination. We are the only

broadcaster to achieve double-digit growth,

while some key streaming competitors

have declined.

In 2025 we will refresh our brand to attract

more 25 to 54-year-old viewers, and continue

investing in marketing to increase awareness

and engagement of the service. We will also

focus on the measurement and effectiveness

of our marketing investment, using third-party

econometric modelling, to ensure we optimise

the efficiency of our spend, and maximise our

return on investment.

Distribution

ITVX is available in nearly all UK homes

through broad distribution including Sky Q,

PlayStation 4 and 5, Apple Vision Pro and

Freely – a new TV streaming service which

combines live TV and on-demand services of

the FTA broadcasters.

We partner with third-party platforms to drive

the prominence and discoverability of ITV

content with improved data integration.

Making it easier for viewers to find and access

our content on other platforms plays a key

role in driving additional viewing to ITVX. For

example, one of our top dramas being

supported editorially by Sky led to a 70%

increase in viewing performance versus other

comparable dramas.

There remains an opportunity for further

integration with third-party platforms as we

look to introduce new continue-watching

features on these platforms, and embed more

of our content to drive viewer growth.

Product

In 2024, we focused on enhancing the user

journey and personalisation on ITVX to keep

viewers engaged for longer. We integrated an

industry-leading recommendations engine

which drove over 20 million incremental

streaming hours since implementation.

Building on this momentum, in 2025, we will

leverage our extensive viewing data to further

refine the personalisation and

recommendations offering, to drive even

greater growth in viewing and retention.

Monetisation

To increase the monetisation of our inventory

on ITVX, during 2024, we introduced Pause

Ads, which seamlessly plays static ads when a

user pauses content; on our FAST channels,

we rolled out ad replacement to almost 80%

of users; and we also launched linear

addressable advertising on YouView and

Virgin Media. We were also the first UK

broadcaster to introduce subtitles on adverts,

something that is extremely important to our

advertising clients.

In 2025, we will continue to innovate for our

advertisers creating more monetisable digital

inventory. We will launch digital ad insertion

on simulcast viewing for our family of

channels

and linear addressable on Sky

Glass and Sky Stream.

ITVX Premium

ITVX Premium offers users the opportunity

to enjoy all ITVX programming ad-free,

in addition to exclusive content and access

to BritBox UK (content from the ITV and

BBC libraries).

As previously announced, during 2024 we

simplified our ITVX Premium offering by

closing the BritBox UK service on Amazon

Prime Video Channels along with the BritBox

UK standalone app. This has allowed us to

improve the overall user experience for those

subscribers who migrated to ITVX Premium.

The actions we have taken have had a

short-term impact on subscriptions and our

subscription revenue. At 31 December 2024,

UK streaming subscriptions declined to 1.0

million from 1.3 million at 31 December 2023.

Since ITVX’s launch, our priority has been the

ad-funded service to deliver the best return

and drive digital revenues. While this will

continue, we will also focus on driving

profitable subscription revenue growth by

minimising churn and maximising value from

new and existing subscribers.

RED EYE is a thriller drama series. It is the 3rd

most-watched series on ITVX ever.

1. Excluding ITV1

Operating and financial performance review continued

ITV plc Annual Report and Accounts 2024

Optimise Broadcast

Continuing to deliver unrivalled

audiences with high-quality

programming

We operate the largest family of free-to-air

commercial television channels in the UK.

These channels provide unparalleled

audience scale and reach, as well as targeted

demographics demanded by advertisers.

Despite the growth in streaming viewing,

linear TV remains important for both our

viewers and advertisers.

To optimise Broadcast and maintain our USP

of delivering mass audiences for advertisers,

we continue to invest in live content, such as

sports and large entertainment shows, as well

as drama, factual and news. In 2024, we

invested £1.268 billion in our content budget

across all our linear TV channels and ITVX in

order to drive these mass audiences on our

linear TV channels, and live and on demand

viewing on ITVX. We saw good performances

from programmes such as Mr Bates vs The

Post Office, which was the UK’s biggest drama

in 2024, I’m A Celebrity… Get Me Out Of Here!,

which was the UK’s biggest entertainment

show, and England vs Netherlands Euros

semi-final, the biggest peak audience on

any channel.

We have maintained our significant share of

the top 1,000 commercial broadcast TV

programmes, delivering 92% in 2024 (2023:

91%). Our share of commercial viewing was

32.2% (2023: 32.6%) and we continue to have

the largest share of commercial viewing

versus our commercial competitors.

Over the last few years, linear TV audiences in

the UK have gradually declined, with

audiences spending an increasing amount of

time on streaming platforms, both ad-funded

and paid. In 2024, total ITV viewing (which

includes viewing of all ITV content, across all

devices) was down 6% to 12.3 billion hours

Total broadcaster viewing (broadcaster

viewing across all devices) declined by 2%,

and total broadcaster and subscription

streaming service viewing (viewing of all

broadcaster and subscription streaming

service content across all devices) was down

1% year–on–year (Source: BARB). ITV’s decline

was greater than the market, due to a stronger

viewing performance year on year from other

broadcasters, who saw an increase in the

volume of sport in their schedule. This

UNTIL I KILL YOU is a true-crime drama produced by World

Productions (an ITV Studios label) for ITV. 80% of the ITVX

audience completed the series in a week.

included the Paralympics on Channel 4 and

the Olympics on the BBC which significantly

boosted their viewing hours.

ITV has prioritised its content investment on

driving valuable mass commercial audiences

and digital viewing, this has impacted total

viewing to our off-peak linear TV schedule.

We have an exciting schedule for 2025 to

engage, inform and entertain our audiences.

This includes new and returning

entertainment and reality programmes such

as Shark! Celebrity Infested Waters (made by

ITV Studios) and The Fortune Hotel, new and

returning dramas including Code of Silence

and Unforgotten, along with sporting events

including the women’s Euros, the FA Cup and

Carabao Cup.

Strong linear and online

advertising proposition

While the advertising market is becoming

more competitive, ITV is in a good position to

be able to compete for advertising in a

long-term growing advertising market with its

unique combination of mass reach, targeted

advertising and commercial and creative

partnerships. ITV has deep relationships with

agencies and advertisers; provides brand-

safe and measured advertising and has a

strong track record of commissioning and

producing content which appeals to UK

audiences.

Mass reach

As the viewing and advertising landscape

becomes increasingly fragmented, the mass

scale and reach offered by television, and

particularly ITV, becomes even more valuable

to advertisers. To support this, we have built,

and continue to invest in, a range of

measurement tools focused on measuring

and demonstrating the outcome and

effectiveness of advertising, which is key to

growing our advertising revenues. Additionally,

we have recently partnered with Sky and

Channel 4 to launch a pilot joint measurement

panel, called Lantern, aimed at tracking the

short-term impact of TV advertising on sales.

Recent research

confirms that TV advertising

remains the most effective advertising

channel for brands, with the return on

investment being 1.5x higher than digital.

With global streaming platforms entering the

advertising market and introducing ad-

supported tiers to their subscription plans,

ITV’s USP as the largest commercial public

service broadcaster in the UK remains

incredibly important and the advertising

proposition ITV offers clients is unparalleled,

and something that no streamer can match.

2. In 2024, total ITV viewing was measured exclusively

using BARB data. Previously, this data was not

available and total ITV viewing was measured using a

combination of BARB data and ITV’s internal data.

BARB data for total ITV viewing has now been made

available for 2023 and 2022. The 2023 base has been

restated to 13.0 billion hours versus 13.1 billion hours

previously reported. 2022 is 13.6 billion hours versus

13.8 billion hours previously reported

3. Profitability 2: The New Business Case for Advertisers

ITV plc Annual Report and Accounts 2024

Strategic Report Financial StatementsGovernance

Targeted advertising – Planet V

Planet V is ITV’s wholly owned programmatic

addressable advertising platform. It is a

self-service platform allowing agencies and

advertisers to seamlessly and cost-effectively

buy highly targeted video advertising on ITVX.

Planet V utilises ITV’s extensive data assets

and capabilities to provide compelling

advertising products for advertisers, which it

augmented with other first-party data sets.

Being wholly owned ensures that all the

returns generated by the platform go directly

to ITV without any value leakage through

third-party commissions.

The platform is used by over 2,000 users in

the UK and offers agencies and advertisers

access to over 20,000 data-targeting options

to create sophisticated audience segments.

Advertisers can also incorporate their own

first-party data in a GDPR-compliant

environment using our data provider, InfoSum

(an identity infrastructure provider) and

monitor their campaigns through a

custom-built user interface. We are able

to drive higher-value CPMs through this

increasingly sophisticated and valuable

ad inventory.

With the expansion of ITVX’s online inventory

and reach, ITV is well positioned to meet the

increasing demand for targeted advertising.

Planet V has attracted over 1,000 new

advertisers to ITV since its launch, delivered

double-digit growth in our CPMs and we have

booked nearly £1.5 billion in revenue through

the platform.

Planet V provides access to our growing range

of innovative addressable products (ITV Ad

Labs Products). This includes:

• Automated Contextual Targeting, which is

an AI-powered solution to analyse scenes

in our shows to identify the most perfect

content environment for advertisers to sit

adjacent to

• Retail Match (previously Matchmaker),

which securely matches ITV’s existing

registered first-party audience, with

profiles from Boots’ Advantage Card and

Tesco’s Dunnhumby Clubcard databases,

creating category shopper audience

segments for targeting in ITVX (e.g. ice

cream buyers)

• Proximity Shopper, which identifies

optimal postcodes to target your ITVX

advertising using Circana sales data from

all major supermarkets, convenience

stores and service stations. Advertisers

can utilise a range of variables to optimise

their campaign, including brand and

competitor sales, targeting the areas with

the greatest opportunity

Commercial and creative partnerships

ITV’s Commercial team delivers strategic

commercial and creative partnerships to

advertisers, who want to use ITV’s unrivalled

scale, reach and targeting capabilities to

establish and grow their own brands. This

includes product placement, and ad-funded

programming that leverage the strength of our

programme brands to help advertisers

connect with audiences in unique ways. As a

vertically integrated producer broadcaster

and streamer, we have the advantage of

owning the IP of programming, and having

editorial, commercial, creative, and

production teams working together, creating

valuable opportunities for advertisers.

Advertising partnerships

In Q4 2024, ITV entered into a new distribution

and commercial partnership with YouTube,

bringing hundreds more hours of long and

short-form ITV content to the platform. This is

aligned with our strategy to maximise reach

and offer viewers greater choice, ensuring our

content is accessible to all audiences

wherever they choose to watch. ITV Studios’

Zoo 55 will manage the content on these

channels (refer to the earlier ITV Studios

section for further details).

ITV Commercial will sell advertising around

ITV’s content on YouTube and has launched a

dedicated YouTube sales team. For

advertisers this offers the opportunity to

engage with ITV’s unparalleled premium

brand safe content on YouTube and for ITV

this increases our addressable market.

To date on YouTube, ITV Commercial has:

• Extended our reach to key valuable

demographics with younger and more

male audiences

• Attracted new to TV advertisers

• Secured budgets that would have

otherwise been invested directly with

YouTube

We are also developing opportunities beyond

advertising. Using our brand, IP, marketing

capabilities, first-party data, talent, and

partnerships, we see opportunities to drive

engagement and profitable revenue growth.

This includes accelerating our strategy within

our Interactive business by further developing

ITV Win as a premium destination for

competitions and gaming, and Kerching,

a consumer-facing affiliate marketing brand

in partnership with Kindred, which we

launched last year, designed to save online

shoppers money.

Refer to our recent ITV Commercial webinar

for further insight on our commercial

proposition, available at: www.itvplc.com/

investors/presentations-and-events/2024

THE 1% CLUB is a quiz show on ITV. It was the

biggest quiz on TV in 2024, watched by over six

million viewers.

Operating and financial performance review continued

ITV plc Annual Report and Accounts 2024

1. Refer to APMs for key adjustments to EBITA and adjusted EBITA

2. Digital advertising revenue (a component of digital revenue) now includes previously omitted revenue

streams such as commission from STV for ITV selling their video-on-demand inventory and social media

advertising revenue, which qualify under the definition. The prior years have been restated to reflect the

change in categorisation. Given the nature of digital revenue it will evolve over time. 2023 digital

advertising revenue was previously reported as £415 million and digital revenue was reported as

£490 million

M&E financial performance

Twelve months to 31 December

2024

£m

2023

£m

Change

£m

Change

Total advertising revenue 1,820 1,778 42 2

Subscription revenue 48 59 (11) (19)

SDN 43 48 (5) (10)

Partnerships and other revenue 191 205 (14) (7)

M&E non-advertising revenue 282 312 (30) (10)

Total M&E revenue 2,102 2,090 12 1

Content costs (1,268) (1,293) 25 2

Variable costs (153) (153) – –

M&E infrastructure and overheads (431) (439) 8 2

Total M&E costs (1,852) (1,885) 33 2

Total M&E adjusted EBITA

250 205 45 22

Total adjusted EBITA margin 11.9% 9.8% - 2.1% pts

Twelve months to 31 December

2024

£m

2023

£m

Change

£m

Change

Digital advertising revenue

482 420 62 15

Subscription revenue 48 59 (11) (19)

Other 26 19 7 37

Total digital revenue 556 498 58 12

Total M&E revenue was up 1% in 2024 with

total advertising revenue (TAR) up 2% and

broadly in line with expectations. Digital

revenue was up 12% in the year to £556 million

(2023: £498 million). Within this, digital

advertising revenue saw strong growth, up

15% year-on-year. M&E non-advertising

revenues were down 10%, driven by the

expected decline in subscription and

partnership revenues, as we improved the

viewer proposition and monetisation of ITVX.

Further detail on the year-on-year movement

in revenue is detailed below.

Total M&E costs were down 2% in 2024.

Within this, content costs were down 2%, as

we have optimised our spend and windowing

strategy across linear TV and ITVX with one

content budget.

Variable costs were flat year-on-year, with the

planned increase in marketing and an increase

in our variable costs of streaming, offset by

cost savings.

M&E infrastructure and overhead costs

decreased by 2%, with staff and linear supply

chain inflation and investments in our

Commercial outcome proposition, being more

than offset by the delivery of permanent cost

savings. Across M&E, we delivered £35 million

of savings which relate to operational

efficiencies associated with our transponders,

organisational redesign and a reduction in

discretionary spend.

As a result of the revenue growth and

reduction in costs, M&E adjusted EBITA

grew 22% and the margin increased from

9.8% to 11.9%.

LOVE ISLAND ALL STARS Love Island All Stars is a reality series

spin-off from the globally successful format, Love Island. In 2024,

Love Island UK reached 17 million viewers and generated over

300 million streams.

ITV plc Annual Report and Accounts 2024

Strategic Report Financial StatementsGovernance

Partnerships and other revenue

Partnerships and other revenue includes

revenue from platforms, such as Sky and

Virgin Media O2, competition revenue,

third-party commission, e.g. for services

we provide to STV.

As expected, Partnerships and other revenues

declined by 7% to £191 million (2023: £205

million), following our decision to revise our

partnership agreements to enable us to

deliver digital advertising to a larger

proportion of ITVX viewers through Planet V.

In addition, competition revenue was lower

year–on–year. 2024 also included some

one-off net payments from Global

Partnerships for content broadcast on our

channels; this is not expected to repeat at

the same level in 2025.

BritBox International

On 1 March 2024, ITV announced the sale of

its 50% shareholding in BritBox International

to the BBC Studios for £255 million. ITV

Studios will continue to receive an ongoing

revenue stream from BritBox International

similar to 2023 levels for the use of ITV-owned

content under new extended licensing

agreements.

Prior to its sale, BritBox International was ITV’s

joint venture with the BBC. It provided an

ad-free subscription streaming service

offering the most comprehensive collection

of British content available in the US, Canada,

Australia, South Africa and the Nordics (made

up of Sweden, Finland, Denmark and Norway).

Outlook

• We will continue to deliver good growth in

digital viewing and revenue and remain on

track to deliver at least £750 million of

digital revenues by 2026

• TAR is expected to be broadly flat

year-on-year for the four months to the

end of April 2025, with Q1 down around 2%

year-on-year. TAR will be impacted by

tough comparatives against the Euros in

June/July and the introduction of tighter

advertising restrictions on less healthy

foods (LHF) in October 2025

• We expect content costs to be around

£1.250 billion in 2025, down £15 million

year-on-year, as we further optimise our

content spend across our linear TV

channels and ITVX, with lower sports

costs following the men’s Euros in 2024.

First half content costs will be broadly flat

year on year

Total advertising revenue (TAR)

TAR was up 3% in Q1 and up 17% in Q2 with

strong advertiser demand for the Euros.

Q3 was flat and Q4 was down 7%, impacted

by the 2023 Rugby World Cup comparative,

which gave ITV1 and ITVX their biggest

audiences of the year. In addition, Q4 2024

advertising bookings were impacted by the

uncertainty in the lead-up to and post the

UK budget.

Most TAR categories were up year-on-year.

FMCG-related categories were up, with

Household Stores up 32% and Food up 5%.

Entertainment and Leisure was up 13% and

within that, gambling was up 22% with

increased spend around the Euros. Retail was

up 15%, with increased spend from the

supermarkets, which was up 11%, and Cars

grew by 7% with increased spend by electric

vehicle brands.

Categories which saw a decrease in spend

year-on-year include Telecommunications,

down 28% with lower spend from some

mobile operators. Finance was down 3% with

a decline in spend from some insurance

companies and retail banks. After seeing

annual growth in advertising spend since the

COVID-19 pandemic, Airlines and Travel was

down 4% year-on-year. E-commerce

companies, excluding gambling, decreased

8% in the year with the largest declines from

online holiday companies.

Subscription revenue

Subscription revenue is generated directly

from the premium tier of ITVX, and prior to

their closure in 2024, revenue also came from

the standalone BritBox UK app, and BritBox

UK and ITV catch-up services on Amazon

Prime Video Channels.

We took the decision to close these services

to simplify the paid streaming proposition for

customers, which impacted our subscription

revenue in 2024, decreasing by 19% to

£48 million (2023: £59 million).

SDN

SDN generates revenue by licensing multiplex

capacity to broadcast channels, radio stations

and data providers on digital terrestrial

television (DTT) or Freeview. SDN customers

include ITV and third parties. SDN’s current

multiplex licence has been renewed

until 2034.

In 2024, external revenue (non-ITV) declined

by 10% to £43 million (2023: £48 million), as

expected. This decrease is primarily due to

long-term contracts with third parties coming

to an end and being renewed at current

market rates. This trend is expected to

continue, with additional long-term contracts

set to end during 2026.

CORONATION STREET is the UK’s largest Soap

and has been on ITV since 1960.

Operating and financial performance review continued

ITV plc Annual Report and Accounts 2024

At the heart of ITV’s purpose to reflect and shape culture is our Social Purpose,

which is all about shaping culture for good: changing ITV for the better and using

our content and reach to inspire positive change in the wider world.

Our social impact is tracked through extensive, regular research commissioned from YouGov and other partners. Performance and plans are

reviewed by the Board annually. Progress against diversity targets is reviewed quarterly by the Executive Committee. The Audit and Risk

Committee reviews our climate-related financial disclosures, compliance with all relevant regulatory requirements and the external assurance

of our carbon footprint.

Our Social Purpose agenda focuses on four key priorities (detailed below) where we can have the biggest impact. Our goals align with nine of the

UN’s Sustainable Development Goals (SDGs) and are where we believe ITV can make the most significant contribution. Refer to our 2024 Social

Purpose Impact Report for further details on all our Social Purpose priorities. It is available at: www.itvplc.com/socialpurpose/overview

Refer to our 2024 Diversity Acceleration Plan report for further details on ITV’s Diversity, Equity & Inclusion work and Diversity Commissioning

Spend. It is available at: www.itv.com/inclusion/articles/diversity-acceleration-plan

Mental Wellbeing

Creating a culture where we all do more to look after our mental wellbeing

OUR GOALS

• Audiences

Prompt action through content and

campaigns

• Industry

Work with partners to raise awareness

and drive action

• Internal

Provide initiatives, events and training

to support colleague wellbeing

TARGETS

• To prompt people to take 20 million

actions to support their mental wellbeing

2024 RESULTS

46 million

positive actions taken by people to support

their mental wellbeing

Just over 1 million

people took a mate on a date in response

to this year’s Britain Get Talking campaign

25 hours of airtime

dedicated to conversations around mental

health as part of the Loose Women

Talkathon in aid of Britain Get Talking

£1 million airtime

given to our Head First award-winner,

World Wide Fund for Nature to promote

mental wellbeing in advertising

UN SDGS

Better Futures

Supporting the next generation in our industry, across the UK and around the world

OUR GOALS

• Around the world

Raising money to support children’s

futures through Soccer Aid for UNICEF

• Across the UK

Promote healthy behaviours in children

through campaigns such as, Eat Them

To Defeat Them and The Daily Mile

• In the community

Mentor in the industry and volunteer

time in the community

TARGETS

• Increase the amount raised for

Soccer Aid for UNICEF

• Deliver 500 mentoring partnerships

(by end of 2025)

2024 RESULTS

Over £15 million

raised for Soccer Aid for UNICEF,

an increase year-on-year

44%

of parents said their child ate more

vegetables as a result of seeing the

Eat Them to Defeat Them advertising

15,500

more children are doing the Daily Mile as a

result of our 2024 campaign

mentoring partnerships completed in 2024,

with c.430 to date

862

colleagues volunteered their time to

help others

UN SDGS

Social purpose

ITV plc Annual Report and Accounts 2024

Strategic Report Financial StatementsGovernance

Climate Action

Shows with the biggest impact on audiences and the smallest impact on the planet

OUR GOALS

• Net Zero

Science Based decarbonisation by 2030

and 2050

• Circular Economy

90% waste reused or recycled by 2030

• Supply Chain

100% sustainable by 2030

• Culture

Embed a culture of climate action

on-screen and off-screen

TARGETS

• Net Zero

Reducing emissions we control by 46.2%

and those we can influence by 28% by

2030, and all emissions by 90% by 2050

• 100% sustainable supply chain by 2030

• Zero waste by 2030

• 100% of the shows we produce and

commission in the UK are albert

certified

• Increase visibility and impact of climate

action content on-screen

2024 RESULTS

56%

Scope 1 & 2 emissions reduction compared

to our baseline year

26%

Scope 3 emissions reduction compared

to our baseline year

37%

of waste recycled

95%

of the UK programmes we produced and

85% of the programmes we broadcast

were albert certified

>6,100

colleagues completed climate

action training

UN SDGS

Diversity Equity & Inclusion

Content by, with and for everyone, connecting and reflecting modern audiences

OUR GOALS

• Mainstream content

Champion diversity through our

mainstream content

• Creating opportunities

Create equitable opportunities across

the industry

• Inclusive culture

Create an inclusive culture at ITV and

improve representation

• Accessibility

Build accessibility and disability equity

into everything we do

TARGETS

• Improve representation in ITV’s

workforce, on-screen and off-screen by

the end of 2027

– DISABILITY – 12% Deaf, Disabled,

Neurodivergent, or with a long-term

health condition

– CLASS – 33% from working class

backgrounds

– ETHNICITY – 20% People of Colour at

the ‘All colleagues’ level at ITV. 15%

People of Colour at senior levels

– GENDER – 50% Women

– LGBTQ+ – 7% Lesbian, Gay, Bisexual,

Transgender or Queer

• Invest £80 million of ITV’s content

commissioning budget from 2022 to 2024

through our Diversity Commissioning

Spend (DCS)

and £500,000 of new

investment through our Diversity

Development Fund (DDF) to drive racial

and disability equity across the TV

industry (our new period will cover 2025

to 2027)

2024 RESULTS

Exceeded the targets for Disability,

Gender and LGBTQ+ in 2024. Refer to the

UK Diversity table on the following page

Invested £83 million through ITV’s DCS

from 2022 to 2024

ITV’s DCS included £64 million invested

with 13 diverse-led production companies

Invested over £500,000 from 2022 to 2024

through ITV’s DDF, funding over 30 projects

including the pilot of Romesh Ranganathan’s

Parents’ Evening, leading to a series

commission

UN SDGS

1. Jan-Dec 2024 YouGov nationally representative polls of c.1,000 UK adults, extrapolated using BARB Establishment UK population size

2. Aug 2024 YouGov poll, total sample 1,047 nationally representative UK adults with 258 answering. Extrapolated using BARB Establishment UK population size

3. Survey of 3,100 parents with children aged 5-11; March/April 2024

4. Ineos data

5. We have extended our targets to 2027 (from 2025) to ensure alignment with the launch of the next phase of ITV’s Diversity Commissioning Spend, which will deliver a further £80

million of investment across 2025-27. We will continue to monitor our targets and may update them in line with UK benchmarks.

6. Our previously named Diversity Commissioning Fund (DCF) has been renamed to Diversity Commissioning Spend (DCS) to clarify that the DCS is ring-fenced existing spend,

whereas the Diversity Development Fund (DDF) is new investment. For more information on the DCS and DDF, see our 2024 Diversity Acceleration Plan report

Social purpose continued

ITV plc Annual Report and Accounts 2024

UK Diversity Table

Characteristic 2027 Target

ITV UK workforce On and off-screen

All colleagues

(2024)

Managers

(2024)

Senior

Leaders

(2024)

On-screen

(Diamond Sixth

Cut, 2022-23)

Off-screen

(Diamond Sixth

Cut, 2022-23)

Age 50+ – 22.5% 28.3% 53.5% 19.8% 21.4%

Deaf, Disabled or Neurodivergent 12% 12.6% 10.3% 7.5% 8.6% 6.5%

People of Colour 20%: All colleagues

15%: Senior levels

14.5% 11.3% 13.5% 27.4% 16.1%

Lesbian, Gay, Bisexual, Trans or Queer

(LGBTQ+)

7% 9.7% 9.3% 6.3% 23.8% 21.0%

Women 50% 52.7% 48.7% 49.3% 51.7% 47.7%

Working class background

33% 28.7% 30.8% 20.8% N/A

N/A

Our UK workforce figures include UK permanent and PAYE fixed-term employees only as of 31 December 2024 (it does not include freelance, contingent or agency workers) and are

based on the number of employees who chose to share diversity data, including those who select ‘prefer not to say’. Due to rounding, figures do not always total 100%.

1. These targets were previously set for the end of 2025. Given the significant challenges ITV faced in 2024 with industry-wide pressures, an organisational restructure and hiring

freeze, and to ensure close alignment with the launch of the next phase of ITV’s Diversity Commissioning Spend, which delivers a further £80 million of investment across 2025-27,

we are updating the timeframe to meet our existing targets to the end of 2027. As we achieve more of our targets we may continue to update them in line with UK benchmarks

2. Our Senior Leader population is a defined group of approximately 200 colleagues including the Executive Committee (ExCo), colleagues who report to an ExCo member and/or are

on the list of top FTE salaries (excluding on-screen talent). Our Manager population is approximately 800 colleagues distinct from our Senior Leaders. We updated these categories

in 2023 following guidance from Ofcom – while there is some overlap with our previous categories, these figures are not directly comparable to previous reports

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

report. Diamond collects diversity data from cast, contributors, crew and production companies. Diamond does not currently measure class / socio-economic background, but we

are ensuring this will be included in the current project to update Diamond. The LGBTQ+ figures combine the Diamond figures for LGB+ and transgender populations. More

information about Diamond can be found at: www.creativediversitynetwork.com/diamond

4. Our LGBTQ+ target combines sexual orientation and gender identity. We measure these separately and combine these categories

5. When analysing our class data, we excluded responses from people who answered ‘don’t know’, ‘not applicable’, ‘prefer not to say’, etc. This enables us to compare with national

benchmarks. This method is slightly different to how we analyse other diversity characteristics (based on all colleagues who share data, including those who respond ‘prefer not to

say’) as those questions do not have a ‘don’t know’ option. We followed expert advice on how to analyse and interpret this information. Class is not measured on-screen and

off-screen through Diamond yet, so our 33% target applies to our workforce including senior leaders

Note: Under the Companies Act 2006, we are required to report on the gender breakdown of our senior managers – this statutory definition is broader than our definition of Senior

Leaders. Of our global workforce of 6,133 who shared their gender (2,794 men, 3,339 women), 335 were senior managers (187 men, 166 women), which includes senior leaders and

directors on the Boards of undertakings of the Group (to the extent there are additional individuals), but exclude individuals who sit as directors on the Board of the Company.

ITV has published its Gender, Ethnicity, Disability, LGBTQ+ and Class Pay Gap Report: www.itvplc.com/investors/governance

For more information on our Diversity Acceleration Plan and Diversity Commissioning Spend, including further data such as intersectional data and specific breakdowns,

refer to: www.itv.com/inclusion/articles/diversity-acceleration-plan

2024 Social Purpose Case Studies

PreLoved by ITV, ReLoved by viewers

Launched in 2024, ITV ReLoved exclusively resells ITV’s old props and

costumes through an eBay store and pilot in-person sales. Partnering with

the PropUp Project, a not-for-profit, all proceeds support finding ethical

solutions for TV and film items that might otherwise be discarded. The

initiative helps ITV meet its zero-waste goals and allows fans to purchase

memorabilia from their favourite shows, with over 1,000 items finding

new homes.

Romesh Ranganathan’s Parents’ Evening

Romesh Ranganathan’s Parents’ Evening, was a new primetime gameshow

on ITV1 and ITVX during 2024 and exemplified the success of ITV’s Diversity

Development Fund and Diversity Commissioning Spend. The show, featuring

celebrities and their parents, secured a full commission after pilot funding,

achieved an average of 1.8 million viewers, and was recommissioned for a

second series, demonstrating the fund’s positive impact on supporting

diverse content creation.

ITV plc Annual Report and Accounts 2024

Strategic Report Financial StatementsGovernance

Streamlined Energy and Carbon Reporting (SECR) – based on data for the year ended 31 December 2024

Scope Description Unit

2024 2023 Change

Global

(excl. UK) Total UK

Global

(excl. UK) Tot al UK

Global

(excl. UK)

Emissions

from gas, refrigerants

and owned vehicles tCO

e 864 310 1,174* 1,448 284 1,731 -40% 9%

Location-

based

Market-

based

Electricity emissions

using geographical

location tCO

e 3,294 1,118 4,412* 3,827 756 4,582 -14% 48%

Electricity emissions

using purchased

electricity factor tCO

e 1,627 1,021 2,648* 1,669 794 2,463 -3% 29%

Location-

based

Market-

based

Total

Emissions tCO

e 4,158 1,428 5,586 5,274 1,039 6,314 -21% 37%

Total

Emissions tCO

e 2,491 1,331 3,822 3,116 1,078 4,194 -20% 24%

Direct & Indirect

Energy Consumption kWh 20,303,000 5,404,898 25,707,898 23,222,313 2,714,626 25,936,940 -13% 99%

Total revenue £m £4,140 £4,260 -3%

Location-

based

Market-

based

Normalised emissions

to revenue

tCO

£m 1.004 0.345 1.349 1.238 0.244 1.482 -19% 41%

Normalised emissions

to revenue

tCO

£m

0.602 0.321 0.923 0.732 0.253 0.985 -18% 27%

Purchased goods and

services tCO

e 237,567 274,626 -13%

Capital goods

tCO

e 207 217 -5%

Fuel and Energy-

related activities tCO

e 1,865 1,856 –

Upstream

transportation and

distribution tCO

e 3,461 558 520%

Waste

tCO

e 136 64 113%

Business travel

tCO

e 22,746 24,078 -6%

Commuting

tCO

e 5,573 8,564 -35%

Upstream leased

assets tCO

e 12,713 14,361 -11%

Investments

tCO

e 34,386 21,312 61%

Total Scope 3

tCO

e 318,654

345,636 -8%

Total Scope

1, 2 & 3

(Market-

Based) tCO

e 322,476 349,830 -8%

Methodology

2024 emissions data covers global operations for which we have operational control. We have chosen to measure and report our emissions in total gross

emissions in metric tonnes of CO

e per £ revenue, which is the recommended intensity ratio for the sector.

‘Location-based’ calculations reflect the average emissions that using electricity creates in the country where the energy is used, while ‘market-based’

calculations reflect emissions based on the energy contracts ITV has chosen, such as through purchasing energy on a renewable tariff.

38% of our market-based Scope 1 and 2 data set is based on estimated data, which makes up 1% of the total data set. Estimates are calculated based on

building floorsize and occupation, and published benchmarks.

Our Scope 2 market-based emissions have increased slightly due to a reduction in renewable energy evidence, but our location-based emissions have

reduced, reflecting actual energy-saving activities taking place in our buildings. Our global direct and indirect energy consumption has increased due to an

improved estimation methodology.

The calculation methodology for the Scope 3 category ‘Purchased Goods and Services’ in 2024 includes actual supplier data provided via the Carbon

Disclosure Project, and the use of V7 CEDA EEIO (Environmentally Extended Economic Input Output) factors, which are the GHG-Protocol recommended

factors for estimating carbon emissions based on spend data. The supplier-specific data accounted for 3.5% of ITV’s total spend and was calculated using

an average data method, apportioning the total direct, indirect and upstream emissions of a company based on their yearly revenue and the proportion to

which ITV spent with them.

Where actual data was not available, ITV spend data was multiplied by the latest CEDA EEIO factors. Upstream leased assets and upstream transportation

and distribution have increased due to more granular data from our productions and waste increased due to improved methodology. All details of

methodology changes can be found in our Basis of Reporting. ITV will continue to monitor and improve our emissions data quality.

Use of Sold Product emissions are 479,089 tCO

e for 2024. We have removed these emissions from our SECR table in line with GHG protocol guidance, as

they are not within our direct control.

Energy efficiency initiatives

• We have reduced our property portfolio across our regional sites

• Photovoltaic panels have been successfully installed on two buildings at our Leeds Campus

• LED lighting projects are underway across White City, TWR, and The Regions, enhancing energy efficiency

• We are now actively transporting energy back to the grid, contributing to sustainability efforts

*These figures have undergone limited assurance by ERM Certification and Verification Services Limited

Social purpose continued

ITV plc Annual Report and Accounts 2024

HEART & SOUL of ITV

The

Our people

Composition of our workforce

Our workforce is made up of a mixture of

permanent and fixed-term employees,

freelancers (individuals working on a specific

project or programme for a set period of time);

and contractors (companies or suppliers who

provide a service to ITV) all working together

to play their part.

Investing in the development

of our people

We focus on building a diverse, high-

performing workforce and launched a new

Talent, Learning, and Development strategy,

centred around three pillars:

• Leadership & Line Manager Capability –

To drive efficiency, resilience and high

performance

• Real Life Learning – To learn fast, seize

opportunities, innovate and be creative

• Skills for the Future – To drive business

growth in a digital and sustainable world

We offer development opportunities across

ITV, including work experience campaigns that

also support our Diversity, Equity, and

Inclusion (DE&I) strategy. We have

apprenticeships available in ITV Studios,

Media & Entertainment, and Corporate

Functions. All colleagues can access online,

on-demand, and in-person development

workshops, including the ‘Get Future Ready’

digital transformation programme, all aimed

at supporting personal skills development,

productivity and wellbeing.

Talking Performance (our appraisal

framework) remains a key priority.

Management and leadership

development

In 2024, we refreshed line manager

development with in-person workshops and

launched the ITV Leadership Academy. We

also introduced the ‘People Manager

Essentials’ programme to enhance core skills.

Our Executive Leadership Team will complete

leadership psychometric assessments to

help shape personalised development plans

and our future executive leadership

development proposition.

The ITV Behaviours

In 2024, we updated the ITV Behaviours to

align with business priorities, providing clear,

actionable indicators for all colleagues:

• Inspire Performance: To create

commercial growth for our business,

and our people

• Empower with Accountability: By giving

people ownership of opportunities and

responsibility for their outcomes

• Make Fast, Informed Decisions: Guided by

relevant facts, evidence and stakeholder

input, rather than total consensus

• Spend Wisely, Save Widely: To create more

value and impact with less cost

• Welcome New Perspectives: Through

curiosity, honesty and mutual respect

to spot different ways to do things

Building an inclusive culture

Ensuring we have an inclusive environment

where everyone can be their authentic self

and thrive, is critical to the delivery of our

strategic priorities.

In 2024, we launched a refreshed DE&I training

programme to enable colleagues and

managers to champion inclusion and

confidently speak up to address non-inclusive

behaviour. This was combined with the launch

of a new mandatory DE&I training module,

with over 90% of all colleagues in the UK and

internationally completing it by the year-end.

ITV remains committed to attracting, retaining

and developing colleagues with disclosed

disabilities, working with specialist providers

to ensure that the recruitment process, along

with all training, career development, and

promotion opportunities, are accessible

and inclusive.

We broadened our attraction strategy to

address underrepresentation through our

recruitment process, leading to an increase in

People of Colour hires to 21.2% (2023: 19.2%).

We are proud that women continue to

represent over 50% of new hires, and aim to

increase hires with disclosed disabilities from

4.9% (all figures as of 31 December 2024).

Refer to page 32 for more information on our

Diversity, Equity and Inclusion strategy

Information on how the Remuneration

Committee considers workforce

remuneration is detailed on page 103

Engagement

2024 saw a number of key engagement

activities including:

• Action planning following the bi-annual

engagement and culture survey for all

colleagues at the end of 2023

• Engagement and culture pulse survey

• Listening groups between colleagues and

our Executive Committee

Feedback from our 2024 pulse survey

indicated that colleagues feel positive about

our collaborative and supportive working

environment, training and development

opportunities available, and our ongoing

commitment to DE&I initiatives. During 2024

there were voluntary and non-voluntary

redundancies as a result of the efficiency

programme. Areas requiring focus in 2025

include: compensation, career progression

opportunities and clearer communication.

For further information on how the Board

and senior leaders engage with the

workforce through our Ambassador

Network, refer to page 78

Mental health, wellbeing and

duty of care

Supporting the mental and physical health of

colleagues remains a key priority. The Mental

Health Advisory Group (MHAG) includes

experts from leading mental health charities

such as Mind, YoungMinds and SAMH, as well

as independent advisers and representatives

from across ITV and STV. In 2024 the MHAG

discussed a range of subjects, including how

best to support our colleagues through

restructuring; mental health stigma; a review

of our Duty of Care guidelines and practices,

and the mental health of freelancers and

production staff.

Mental Wellbeing remains at the forefront of

our social purpose campaigns.

Refer to pages 31 and 32 for further

information on our Social Purpose priorities

The Duty of Care Operating Board ensures the

continuous evolution of our care practices. We

also encourage colleagues to raise concerns

via our Speaking Up framework.

Refer to pages 53 and 83 for further

information about the role of the Duty of

Care Operating Board and its activities

in 2024

ITV plc Annual Report and Accounts 2024

Strategic Report Financial StatementsGovernance

Alternative Performance Measures

Key adjustments for EBITA,

adjusted EBITA, profit before tax

and EPS

EBITA is calculated by adjusting statutory

operating profit for operating exceptional

items and amortisation and impairment.

Adjusted EBITA is calculated by adding back

high‑end production tax credits to EBITA.

Further adjustments, which include the gain/

loss on the sale of non‑current assets,

amortisation and impairment of assets

acquired through business combinations and

investments, and certain net financing costs,

are made to remove their effect from adjusted

profit before tax and adjusted EPS. The tax

effects of all these adjustments are reflected

in the adjusted tax charge. These adjustments

are detailed below.

Adjusted EBITDA, which is used to calculate

the Group’s leverage, is calculated by adding

back depreciation to adjusted EBITA.

Production tax credits

The ability to access tax credits, which are

rebates based on production spend, is

fundamental to our ITV Studios business

across the world when assessing the viability

of investment decisions, especially with

regard to drama and comedy. ITV reports

tax credits generated in the US and other

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

cost of sales, whereas in the UK, tax credits

claimed under the High‑End TV (HETV)

regime must be classified as a corporation

tax item. In 2024, following the changes to

Audio‑Visual Expenditure Credits (AVEC)

adopted by ITV (see below), tax credits

claimed under this regime are also reported

within cost of sales. In our view, all tax credits

relate directly to the production of

programmes. Therefore, to align treatment,

regardless of production location, and to

reflect the way the business is managed and

measured on a day‑to‑day basis, UK HETV

tax credits have been recognised in adjusted

EBITA. Our cash measures, including profit

to cash conversion and free cashflow are

also adjusted for the impact of production

tax credits.

Changes to the current UK system

of Creative Industry tax credits

On 29 November 2023, the UK government

issued final legislation to reform the current

system of Creative Industry tax credits to

merge the four existing schemes (Film,

High‑End Television (HETV), Children’s

Television and Animation) into a single Audio

Visual Expenditure Credit (AVEC) scheme and

has reviewed the qualifying criteria. The AVEC

legislation was substantively enacted on 5

February 2024 and can be claimed on

expenditure incurred from 1 January 2024.

The new scheme is one of expenditure credits

as opposed to corporate tax relief, requiring a

change to the accounting treatment to include

them within statutory operating profit rather

than within the consolidated tax charge.

Under the HETV regime the tax credits are

treated as a credit to the tax line which results

in the Group in the UK generally having a

reported effective tax rate below the OECD

Pillar Two minimum tax rate of 15%. The new

AVEC regime treats the credits as a taxable

EBITA amount and has been designed to

ensure that entities are in the same post‑tax

position as under the old regime.

The new AVEC regime has been utilised by ITV

on production expenditure incurred in 2024 at

the earliest opportunity possible. See the tax

section of the Finance Review and note 2.3 for

further details.

Exceptional items

These items are excluded to reflect

performance in a consistent manner and in

line with how the business is managed and

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

typically material amounts related to costs,

gains or losses arising from events that are not

considered part of the core operations of the

business, though they may cross several

accounting periods. These include, but are not

limited to, costs directly related to acquisition

activity, costs related to major reorganisation

and restructuring programmes, material

onerous contracts, significant impairments,

employee‑related tax provisions related to

earlier financial periods (IR35) and other items

such as legal settlements and non‑routine

legal costs (e.g. legal costs related to items

which are themselves considered to be

exceptional items). We also adjust for the

tax effect of these items.

Our APMs and KPIs are aligned with our

strategy and business divisions and

together are used to measure the

performance of our business and form

the basis of the performance measures

for remuneration. Adjusted results

exclude certain items because, if

included, they could distort the

understanding of our performance for

the period and the comparability

between periods. APMs are not defined

terms under IFRS and may not be

comparable with similarly titled

measures reported by other companies.

As adjusted results exclude certain items

(such as significant legal, major

restructuring and transaction items),

they should not be regarded as a

complete picture of the Group’s financial

performance. The exclusion of adjusting

items may result in adjusted earnings

being materially higher or lower than

statutory earnings. In particular, when

significant impairments, restructuring

charges and legal costs are excluded,

adjusted earnings will be higher than

statutory earnings.

The Audit and Risk Committee has

oversight of ITV’s APMs and actively

reviews, challenges, revises and

approves the policy for classifying

adjustments and exceptional items.

Further detail is included in the

following section.

The Annual Report and Accounts include both statutory and adjusted measures

(Alternative Performance Measures or APMs), the latter of which, in management’s

view, reflect the underlying performance of the business and provide a more

meaningful comparison of how the business is managed and measured on a

day‑to‑day basis.

ITV plc Annual Report and Accounts 2024

See note 2.2 to the financial statements

for further detail

Acquisition‑related costs

We structure our acquisitions with earnouts

or put and call options, to allow part of the

consideration to be based on the future

performance of the business as well as to

lock in and incentivise creative talent.

Where consideration paid or contingent

consideration payable in the future is

employment‑linked, it is treated as an

expense (under accounting rules) and

therefore part of our statutory results.

However, we exclude all consideration of this

type from adjusted EBITA, adjusted profit

after tax and adjusted EPS as, in our view,

these items are part of the capital transaction

and do not form part of the Group’s core

operations. The Finance Review explains this

further. Acquisition‑related costs, including

legal and advisory fees on completed deals or

significant deals that do not complete, are

also treated as an expense (under accounting

rules) and therefore on a statutory basis

form part of our statutory results. In our view,

these items also form part of the capital

transaction or are one‑off and material in

nature and are therefore excluded from our

adjusted measures.

Restructuring and

reorganisation costs

Where there has been a material change in

theorganisational structure of a business

areaor a material initiative, these costs are

highlighted and are excluded from our

adjusted measures. These costs arise from

significant initiatives (likely to span more than

one year) to reduce the ongoing cost base

and improve efficiency in the business to

enable the delivery of our strategic priorities.

We consider each project individually to

determine whether its size and nature warrant

separate treatmentand disclosure.

Amortisation and impairment

Amortisation and any initial impairment

ofassets acquired through business

combinations and investments are not

included within adjusted earnings. As these

costs are acquisition‑related, and in line with

our treatment of other acquisition‑related

costs, we consider them to be capital in nature

as they do not reflect the underlying trading

performance of the Group. Amortisation

ofsoftware licences and development is

included within our adjusted profit before

taxas management consider these assets

tobe core to supporting the operations

ofthebusiness.

Net financing costs

Net financing costs are adjusted to reflect

the underlying cash cost of interest for the

business, providing a more meaningful

comparison of how the business is managed

and funded on a day‑to‑day basis. The

adjustments made remove the impact of

mark‑to‑market gains or losses on swaps and

foreign exchange, one‑off fees and premiums

relating to the buyback of bonds, exceptional

interest and other finance costs on

acquisitions, imputed pension interest and

other financial gains and losses that do not

reflect the relevant interest cash cost to the

business and are not yet realised balances.

Reconciliation between statutory and adjusted results

Twelve months to

31 December

2024

Statutory

£m

2024

Adjustments

£m

2024

Adjusted

£m

2023

Statutory

£m

2023

Adjustments

£m

2023

Adjusted

£m

EBITA

526 16 542 404 85 489

Exceptional items

(operating)

(65) 65 – (77) 77 –

Amortisation and

impairment

(143) 107 (36) (89) 25 (64)

Operating profit 318 188 506 238 187 425

Net financing costs

– (25) (25) (45) 16 (29)

Share of losses on

JVsand associates

(9) – (9) – – –

Profit on disposal of

associates, joint

ventures and

subsidiary

undertakings

212 (212) – – – –

Profit before tax 521 (49) 472 193 203 396

Tax

(115) 17 (98) 16 (101) (85)

Profit after tax 406 (32) 374 209 102 311

Non‑controlling

interests

2 – 2 1 – 1

Earnings 408 (32) 376 210 102 312

Shares (million),

weightedaverage

3,935 3,935 4,023 – 4,023

EPS (p) 10.4p – 9.6p 5.2p – 7.8p

Diluted EPS (p)

10.3p – 9.5p 5.2p – 7.7p

1. The £16 million (2023: £85 million) adjustment relates

to production tax credits which we consider to be a

contribution to production costs and working capital

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

a statutory measure

2. Exceptional items of £65 million (2023: £77 million)

largely relate to acquisition‑related expenses and

restructuring and transformation costs. Refer to the

Finance Review

3. £107 million (2023: £25 million) adjustment relates to

amortisation and impairment of assets acquired

through business combinations and investments. We

include only amortisation on purchased intangibles,

such as software within adjusted profit before tax

4. £25 million adjustment is for non‑cash interest

income (2023: £16 million non‑cash interest cost).

This provides a more meaningful comparison of

how the business is managed and funded on a

day‑to‑day basis

5. Tax adjustments are the tax effects of the

adjustments made to reconcile profit before tax and

adjusted profit before tax. A full reconciliation is

included in the Finance Review

6. Weighted average diluted number of shares in the year

was 3,977 million (2023: 4,059 million)

ITV plc Annual Report and Accounts 2024

Strategic Report Financial StatementsGovernance

Alternative Performance Measures continued

OTHER ALTERNATIVE PERFORMANCE MEASURES

Total revenue

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

which is predominantly made up of sales from ITV Studios to M&E. ITV Studios selling programmes to the M&E business is an important part of

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

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

Twelve months to 31 December

2024

£m

2023

£m

External revenue (Statutory) 3,488 3,624

Internal revenue 652 636

Total revenue (Adjusted) 4,140 4,260

ITV Studios organic revenue growth

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

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

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

Twelve months to 31 December

2024

£m

2023

£m

Change

£m

Change

ITV Studios total revenue* 2,038 2,170 (132) (6)

Adjustment for constant currency 30 – 30 –

Adjustment for acquisitions and disposals (20) (9) (11) 122

ITV Studios total revenue – organic basis 2,048 2,161 (113) (5)

* Included within ITV Studios total organic revenue for 2024 is a £55 million revenue benefit following the transfer of ITV sports production from Media & Entertainment to ITV Studios

UK with effect from 1 January 2024. £53 million is eliminated in intersegment revenue.

Covenant net debt and covenant

liquidity

Covenant net debt is our leverage as defined

in our Revolving Credit Facility (RCF)

agreement. This calculation is materially

different to how net debt is defined on a

statutory and APM basis and is relevant in

demonstrating we have met the required

RCF financial covenants at our reporting

date and as part of the Board’s viability

statement assessment.

Net pension surplus/deficit

This is our defined benefit pension scheme

surplus or deficit under IAS 19 adjusted for

other pension assets, mainly gilts, which are

held by the Group as security for future

unfunded pension payments for four Granada

executives and over which the unfunded

pension scheme holds a charge. See note 3.8

to the financial statements.

Profit to cash conversion

This is the measure of our effectiveness at

working capital management. It is calculated

as our adjusted cash flow as a proportion of

adjusted EBITA. Adjusted cash flow, which

reflects the cash generation of our underlying

business, is calculated on our statutory cash

generated from operations and adjusted for

exceptional items, net of capex on property,

plant and equipment and intangible assets,

and including the cash impact of high‑end

production tax credits.

ITV plc Annual Report and Accounts 2024

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

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

detailed in the tables below:

31 December

2024

£m

31 December

2023

£m

Statutory operating profit 318 238

Exceptional items 65 77

Amortisation and impairment 143 89

EBITA 526 404

Depreciation 47 46

Right of use assets depreciation (20) (19)

Interest charged on leaseliabilities (5) (4)

Covenant adjusted EBITDA 548 427

31 December

2024

£m

31 December

2023

£m

Net debt (including IFRS 16 lease liabilities) (431) (553)

Impact of IFRS 16 leaseliabilities 105 115

Long‑term trade payables (33) (25)

Other pension asset 45 48

Covenant net debt (314) (415)

Covenant adjusted EBITDA

548 427

Covenant net debt to adjusted EBITDA

0.6x 1.0x

Cash and cash equivalents 427 340

Undrawn RCF 600 600

Undrawn CDS facility 350 300

Covenant liquidity

1,377 1,240

* Covenant adjusted EBITDA is defined per the facility agreement. The Finance Review includes further detail on our covenant ratios

** Covenant liquidity is defined as cash and cash equivalents plus undrawn committed facilities

ITV plc Annual Report and Accounts 2024

Strategic Report Financial StatementsGovernance

Finance review

This Finance Review focuses on the more technical

aspects of our financial results while the operating

andfinancial performance of the Group, M&E

andITVStudios has been discussed within the

Operating and Financial Performance Review.

Chris Kennedy

Group Chief Financial Officer

and Chief Operating Officer

Our Alternative Performance Measures (APMs) section, explains the adjustments we make to our statutory results. This enables focus on the key

measures that we report on and use as KPIs across the business. See earlier sections for further details.

Twelve months to 31 December

2024

£m

2023

£m

Change

£m

Change

ITV Studios total revenue* 2,038 2,170 (132) (6)

Total advertising revenue 1,820 1,778 42 2

M&E non‑advertising revenue 282 312 (30) (10)

M&E total revenue 2,102 2,090 12 1

Total non‑advertising revenue 2,320 2,482 (162) (7)

Total Group revenue 4,140 4,260 (120) (3)

Internal revenue (652) (636) (16) (3)

Group external revenue 3,488 3,624 (136) (4)

Group adjusted EBITA 542 489 53 11

Group adjusted EBITA margin 16% 13% 3

Statutory operating profit 318 238 80 34

Adjusted EPS 9.6p 7.8p 1.8p 23

Statutory EPS 10.4p 5.2p 5.2p 100

Dividend per share 5.0p 5.0p

Net debt as at 31 December (431) (553) 122 22

* ITV sports production transferred from M&E to ITV Studios UK with effect from 1 January 2024. Revenue of £55 million relating to sports production for M&E has been recognised in

ITV Studios total revenue for the year, of which £53 million is eliminated in intersegment revenue.

Exceptional items

Twelve months to 31 December

2024

£m

2023

£m

Acquisition‑related expenses (8) (24)

Restructuring and transformation costs (50) (25)

Property costs 1 (10)

Insured trade receivable – 3

Transponder onerous contract (4) –

Employee‑related tax provision 1 3

Legal settlements – (13)

Legal and other costs (5) (11)

Operating exceptional items (65) (77)

Total exceptional items (65) (77)

ITV plc Annual Report and Accounts 2024

Total exceptional items in the year were £65 million (2023: £77 million), in line with previous guidance.

Acquisition‑related expenses of £8 million (2023: £24 million) are predominantly performance‑based, employment‑linked consideration to

former owners, and professional fees related to acquisitions and potential acquisitions.

Restructuring and transformation costs of £50 million (2023: £25 million) include restructuring and other costs associated with our ongoing

transformation and efficiency programme announced in March 2024 to reshape the cost base and enhance profitability across the Group.

During the year, there were also transformation programme costs associated with delivering our strategy, including our new programme rights,

finance and HR systems. In 2025, we expect a further £35 million of costs associated with delivering our digital transformation (c.£10 million) and

ongoing transformation and efficiency programme (c.£25 million).

In the prior year, Property costs related to the London office move to Broadcast Centre and the insured trade receivable related to an exceptional

credit resulting from the settlement of the remaining claim in relation to The Voice of China.

Transponder onerous contract relates to the recognition of an onerous contract provision for transponder capacity that is no longer

generating revenue.

Employee tax provision is the release of £1 million of a provision that is no longer required.

Legal settlements of £13 million in 2023, related to settlements or proposed settlements on a number of significant legal cases which were

considered to be outside the normal course of business.

Legal and other costs relate primarily to legal costs for matters considered to be outside the normal course of business, including Box Clever

and the UK Competition and Markets Authority (CMA) Investigation.

Net financing costs

Twelve months to 31 December

2024

£m

2023

£m

Financing costs directly attributable to loans and bonds (34) (24)

Cash‑related net financing income/(costs) 9 (5)

Adjusted financing costs (25) (29)

Net pension interest 8 8

Other net financial losses and unrealised foreign exchange 17 (24)

Statutory net financing costs – (45)

Adjusted financing costs were £25 million (2023: £29 million) largely due to financing costs attributable to loans and bonds. Statutory net financing

costs were £nil (2023: £45 million) mainly driven by fair value gains on bonds that were repaid in the year, interest accrued on acquisition‑related

exceptional expenses, unrealised foreign exchange losses, imputed pension interest income and fair value adjustments on financial assets and

acquisition‑related put option liabilities.

JVs and associates

Our share of losses from JVs and associates in the year was £9 million (2023: £nil). This was our share of the net profits and losses arising from

our investments, such as Blumhouse Television and Britbox International prior to their sale and our investment in Bedrock Entertainment.

The increase in losses year‑on‑year primarily results from BritBox International which was profitable in the prior year, and the phasing of the

delivery of productions for Blumhouse Television and Bedrock Entertainment.

Profit before tax

Statutory profit before tax increased year‑on‑year to £521 million (2023: £193 million) as a result of the growth in total advertising, cost savings

across the Group, and a £212 million profit on disposal of joint ventures and subsidiary undertakings.

Twelve months to 31 December

2024

£m

2023

£m

Statutory profit before tax 521 193

Production tax credits 16 85

Exceptional items 65 77

Amortisation and impairment* 107 25

Adjustments to net financing costs (25) 16

Profit on disposal of associates, joint ventures and subsidiary undertakings (212) –

Adjusted profit before tax 472 396

* Amortisation and impairment of £107 million arises in respect of assets from business combinations and investments. In 2024, the Group recognised an impairment of £76 million in

relation to the goodwill allocated to the SDN cash generating unit (‘CGU’). The impairment charge arose as a result of the downturn in the long‑term outlook for the digital terrestrial

television market. See note 3.3 to the Financial Statements for further details

ITV plc Annual Report and Accounts 2024

Strategic Report Financial StatementsGovernance

Finance review continued

Tax

Adjusted tax charge

The total adjusted tax charge for the year was £98 million (2023: £85 million), corresponding to an effective tax rate on adjusted PBT of 20.8%

(2023: 21.5%), which is lower than the standard UK corporation tax rate of 25% (2023: 23.5%) due to the repayment of £12 million of corporation tax

that became recoverable following the successful case against the European Commission in respect of State Aid. We expect the adjusted

effective tax rate to be around 26% in 2025 as previously guided, and it will remain slightly above the UK statutory rate of 25% in the medium term.

On a statutory basis, there is a tax charge of £115 million (2023: £16 million credit) which corresponds to an effective tax rate of 22.1% (2023:

(8.3)%). This rate is higher in 2024 than in previous years due to the impact of Audio Visual Expenditure Credits (AVEC) being claimed on new

productions with expenditure credits in 2024, which are accounted for as a reduction to cost of sales compared to HETV tax credits, which are

accounted for in the tax line and depress the effective tax rate. The reported effective tax rate of 22.1% is lower than the UK statutory rate of 25%

due to residual HETV tax credits included in the tax line on productions where AVEC was not available due to the timing of production spend.

The adjustments made to reconcile the statutory tax charge with the adjusted tax charge are the tax effects of the adjustments made to reconcile

PBT and adjusted PBT, as detailed in the previous table.

Twelve months to 31 December

2024

£m

2024

Effective

tax rate

£m

2023

£m

2023

Effective

tax rate

Statutory tax charge/(credit) 115 22.1% (16) (8.3)%

Production tax credits 16 100% 85 100%

Charge for exceptional operating items 13 20.0% 12 15.6%

Credit for profit on disposal of associates, joint ventures and subsidiary undertakings (49) 22.6% – 0.0%

Charge in respect of amortisation and impairment* 8 7.5% 6 24.0%

Credit in respect of adjustments to net financing costs (5) 20.0% (2) (12.5)%

Adjusted tax charge** 98 20.8% 85 21.5%

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

** As a percentage of adjusted profit before tax.

Cash tax

Cash tax paid in the year was £27 million (2023: £32 million) and is net of £78 million of production tax credits received (2023: £38 million).

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

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

Twelve months to 31 December

2024

£m

2023

£m

Tax (charge)/credit (statutory) (115) 16

Temporary differences recognised through deferred tax* 32 7

Prior year adjustments to current tax (22) 12

Current tax, current year (105) 35

Phasing of tax payments 16 (20)

Production tax credits – timing of receipt 62 (47)

Cash tax paid (statutory) (27) (32)

* Further detail is included within Note 2.3 of the financial information

ITV plc Annual Report and Accounts 2024

Base Erosion and Profit Shifting (BEPS)

Pillar Two

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

substantively enacted in the UK, introducing a

global minimum effective tax rate of 15% for

large groups and for financial years beginning

on or after 31 December 2023.

Based on analysis of the current year financial

data, most territories in which the Group

operates are expected to qualify for one of the

safe harbour exemptions such that top‑up

taxes should not apply. In territories where

this is not the case there is the potential for

Pillar Two taxes to apply, but these are not

expected to be material. Of the £115 million

reported tax charge, less than £2 million is in

respect of Pillar Two top‑up taxes.

Tax strategy

ITV is a responsible business, and we take a

responsible attitude to tax, recognising that it

affects all of our stakeholders. To allow those

stakeholders to understand our approach to

tax, we have published our Global Tax

Strategy, which is available on our corporate

website.

www.itvplc.com/investors/governance/

policies

We have four key strategic tax objectives:

1. Engage with tax authorities in an open and

transparent way to minimise uncertainty

2. Proactively partner with the business to

provide clear, timely, relevant and business

focused advice across all aspects of tax

3. Take an appropriate and balanced

approach when considering how to

structure tax‑sensitive transactions

4. Manage ITV’s tax risk by operating

effective tax governance and

understanding our tax control framework

with a view to continuously adjusting

our approach to be compliant with our

tax obligations

Our tax strategy is aligned with that of the

business and its commercial activities and

establishes a clear Group‑wide approach

based on openness and transparency in all

aspects of tax reporting and compliance,

wherever the Company and its subsidiaries

operate. The strategy confirms that ITV does

not engage in or condone tax evasion or the

facilitation of tax evasion in any form and that

we have in place reasonable procedures to

prevent the facilitation of tax evasion. Within

our overall governance structure, the

governance of tax and tax risk is given a high

priority by the Board, and Audit and Risk

Committee (ARC). The ITV Global Tax

Strategy, approved by the Board and ARC in

September 2024, and as published on the ITV

plc website, is compliant with the UK tax

strategy publication requirement set out in

Part 2 Schedule 19 of the Finance Act 2016.

Changes to the current UK system of Creative Industry tax credits

ITV has chosen to opt into the new expenditure credit regime, on production expenditure incurred in 2024, at the earliest opportunity where

possible. Due to the timing of when expenditure occurred on productions, we will be claiming under both the HETV and AVEC regime for a period

of time. The impact on statutory and adjusted results is shown in the following table.

Twelve months to 31 December

Pro‑forma

statutory result*

£m

Impact of new

AVEC treatment

£m

Statutory result

£m

HETV and other

Adjustments

£m

Adjusted

result

£m

EBITA 473 53 526 16 542

Exceptional items (operating) (65) – (65) 65 –

Amortisation and impairment (143) – (143) 107 (36)

Operating profit 265 53 318 188 506

Net financing income/(costs) – – – (25) (25)

Share of losses on JVs and associates (9) – (9) – (9)

Profit on disposal of joint ventures and subsidiary undertakings 212 – 212 (212) –

Profit before tax 468 53 521 (49) 472

Tax (118) (13) (131) 33 (98)

HETV tax credits 56 (40) 16 (16) –

Profit after tax 406 – 406 (32) 374

* Pro‑forma statutory result shows the statutory result if the new AVEC treatment had not been implemented

In 2024, total tax credits of £56 million were claimed, of which £16 million were claimed under the old HETV regime and £40 million (£53 million

gross) were claimed under the AVEC regime. The impact of this has been to increase statutory EBITA by £53 million and statutory tax charge by

£13 million, whilst increasing adjusted EBITA by a further £16 million where HETV tax credits continue to be reclassed from the tax charge to

EBITA. Adjusted EBITA has increased by £13 million compared to the old HETV regime due to the AVEC claim being grossed up from £40 million

to £53 million.

ITV plc Annual Report and Accounts 2024

Strategic Report Financial StatementsGovernance

EPS – adjusted and statutory

Adjusted profit after tax was £374 million

(2023: £311 million). Non‑controlling interest,

which is the net result from the non‑ITV

owned share in entities such as Plimsoll and

Tomorrow Studios, was a share of losses of

£2 million (2023: share of losses of £1 million).

Adjusted basic EPS was up 23% to 9.6p in the

year (2023: 7.8p). The weighted average

number of shares decreased year‑on‑year to

3,935 million (2023: 4,023 million) due to the

share buyback programme (see further detail

below). Diluted adjusted EPS in the year was

9.5p (2023: 7.7p), reflecting a weighted average

diluted number of shares of 3,977 million

(2023: 4,059 million).

Statutory EPS increased by 100% to 10.4p

(2023: 5.2p).

A full reconciliation between statutory and

adjusted EPS is included in the Alternative

Performance Measures section.

Dividend per share

The Board recognises the importance of the

ordinary dividend to ITV shareholders.

Reflecting its confidence in the business and

its strategy, as well as the continued strong

cash generation, in line with ITV’s dividend

policy, the Board has proposed a final dividend

of 3.3p per share (2023: 3.3p), giving an

ordinary dividend of 5.0p per share for the

full year 2024, which it expects to grow over

the medium term, whilst balancing further

investment to support our strategy and our

commitment to investment grade metrics

over the medium term.

Dividends are distributed based on

the realised distributable reserves

(within retained earnings) of ITV plc (the

Company) and not based on the Group’s

retained earnings.

The dividend timetable is as follows:

Announcement

Ex‑dividend date Thursday 10 April 2025

Record date Friday 11 April 2025

Dividend paid Thursday 22 May 2025

Share repurchase programme

On 7 March 2024 ITV commenced a share

buyback programme to repurchase its

ordinary shares up to a maximum

consideration of £235 million and thereby

returning the entire net proceeds from the

sale of BritBox International to shareholders.

As of market close on 31 December 2024, ITV

had completed £198 million of buyback,

purchasing 270 million shares. Of these

shares, 118 million were cancelled, thereby

reducing the Group’s share capital. In May

2024, 8.5 million shares were transferred to

the Group’s Employee Benefit Trust, and the

remaining shares repurchased remain held in

Treasury. The repurchased shares held in

Treasury and the shares held by EBT are

excluded in calculating the weighted average

number of shares in issue used in the

Earnings per share.

Acquisitions

As part of our strategy to expand Studios, we

consider selective value‑creating M&A and

talent deals in both scripted and unscripted to

obtain further creative talent and IP.

We have strict criteria for evaluating potential

acquisitions. Financially, we assess ownership

of IP, earnings growth and valuation based on

return on capital employed and discounted

cash flow. Strategically, we ensure an

acquisition target has a strong creative track

record and pipeline in content genres that

return and travel, namely drama,

entertainment and factual, as well as

retention and succession planning for key

individuals in the business.

We have generally structured our deals with

earnouts or with put and call options in place

for the remainder of the equity, capping the

maximum consideration payable by basing a

significant part of the consideration on future

performance. This has allowed us to lock in

creative talent and ensure our incentives are

aligned, and also reduce our risk by only paying

for the actual, not expected, performance

delivered over time.

The majority of earnouts or put and call

options are dependent on the seller remaining

within the business. Where future payments

are directly related to the seller remaining with

the business, these payments are treated as

employment costs and, therefore, are part of

our statutory results. However, we exclude

these payments from adjusted profits and

adjusted EPS as an exceptional item, as in our

view, for the reasons set out above, these

items are part of the capital consideration

reflecting how we structure our transactions

and do not form part of the core operations.

The Group made two acquisitions in the

current year. On 25 July 2024, the Group

completed the acquisition of a majority

shareholding of the scripted independent

production company Hartswood Films in the

UK, producer of Sherlock, for total

consideration of £37 million. Put and call

options are in place over the remaining

shareholding. The acquisition of Hartswood

will further enhance ITV Studios’ strength in

high quality, UK scripted drama, and provide

for further exposure to streamers and future

distribution opportunities for ITV Global

Partnerships.

On 30 October 2024, the Group completed

the acquisition of a majority shareholding in

Eagle Eye Drama Limited and its subsidiaries,

one of the UK’s fastest‑growing drama

producers, for total consideration of £16

million. As part of the deal, the Group also

acquired a majority stake in the Belgium‑

based production services company Happy

Duck Film BV, which services Eagle Eye’s

global slate.

Acquisition‑related liabilities or performance‑

based employment‑linked earnouts are

amounts estimated to be payable to previous

owners. The estimated undiscounted future

payments as at 31 December 2024 are

£105 million and are sensitive to forecast

profits as they are based on a multiple of

earnings. The range of reasonably possible

outcomes for the liability is between

£85 million and £193 million. The estimated

future payments, treated as employment

costs, are accrued over the years the sellers

are required to remain with the business.

Those payments not linked to employment

are recognised on acquisition at their time

discounted value.

We closely monitor the forecast performance

of each acquisition and, where there has

been a change in expectations, we adjust

our view of potential future commitments.

At 31 December 2024, expected future

payments were £105 million (2023:

£105 million), which includes £60 million

for acquisitions made in the year, offset by

payments made to previous owners of

£54 million, and changes in forecasts.

At 31 December 2024, £34 million of expected

future payments had been recorded on

the balance sheet, with the balance of

£71 million to be accrued over the period in

which the sellers are required to remain with

the business.

Finance review continued

ITV plc Annual Report and Accounts 2024

Disposals

During the year, the Group recognised a net profit on disposal of associates, joint ventures and subsidiary undertakings of £212 million from

proceeds of £303 million. The carrying value of net assets disposed and related costs was £91 million. On 1 March 2024, the Group announced the

sale of its entire 50% interest in BritBox International to its joint venture partner BBC Studios for a cash consideration of £255 million. On 25 July

2024, the Group announced that ITV Studios had sold back its minority shareholding in Blumhouse TV to Blumhouse Holdings, for a consideration

of US$60 million. Blumhouse TV and ITV America will continue their unscripted partnership.

Cash generation

Profit to cash conversion

Twelve months to 31 December

2024

£m

2023

£m

Adjusted EBITA 542 489

Working capital movement (144) 90

Adjustment for production tax credits 62 (47)

Depreciation* 47 46

Share‑based compensation 18 16

Acquisition of property, plant and equipment and intangible assets** (49) (70)

Lease liability payments (including lease interest) (25) (26)

Adjusted cash flow 451 498

Profit to cash ratio (adjusted cash flow/adjusted EBITA) 83% 102%

* Depreciation of £47 million (2023: £46 million) includes £32 million (2023: £28 million) which relates to ITV Studios and £15 million (2023: £18 million) relating to M&E

** Except where disclosed, management views the acquisition of property, plant and equipment and intangibles as business as usual capex, necessary to the ongoing investment

in the business

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

Twelve months to 31 December

2024

£m

2023

£m

Cash generated from operations 386 488

Cash outflow from exceptional items 61 68

Cash generated from operations excluding exceptional items 447 556

Adjustment for production tax credits 78 38

Acquisition of property, plant and equipment and intangible assets (49) (70)

Lease liability payments (including lease interest) (25) (26)

Adjusted cash flow 451 498

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

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

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

In the year, we generated £451 million of operational cash (2023: £498 million) from £542 million of adjusted EBITA (2023: £489 million), resulting

in a profit to cash ratio of 83% (2023: 102%). The decrease in our profit to cash ratio year‑on‑year reflects a significant increase in working capital

during the year as a result of the resumption of productions in the US following the strikes in 2023.

Free cash flow

Twelve months to 31 December

2024

£m

2023

£m

Adjusted cash flow 451 498

Net interest paid (excluding lease interest) (18) (27)

Adjusted cash tax* (105) (70)

Pension funding (3) (40)

Free cash flow 325 361

* Adjusted cash tax of £105 million (2023: £70 million) is the total net cash tax paid of £27 million (2023: £32 million) plus receipt of production tax credits of £78 million

(2023: £38 million), which are included within adjusted cash flow from operations, as these production tax credits relate directly to the production of programmes

Our free cash flow after payments for interest, cash tax and pension funding was £325 million (2023: £361 million).

ITV plc Annual Report and Accounts 2024

Strategic Report Financial StatementsGovernance

Reported net debt

At 31 December

2024

£m

2023

£m

Gross cash 427 340

Gross debt (including IFRS 16 lease liabilities) (858) (893)

Net debt (431) (553)

Financing – gross debt

The Group is financed using debt instruments and facilities with a range of maturities.

During the year the Group has extended the maturity profile of ITV’s debt through the issuance

of a €500 million Eurobond to June 2032. The proceeds have been used to repay the £230

million term loan (that was due to mature in 2027) and retire €240 million of the Group’s €600

million Eurobond (due in 2026).

Borrowings at 31 December 2024 were repayable as follows:

Amount repayable as at 31 December 2024 £m Maturity

€500 million Eurobond* 419 2032

€600 million Eurobond (nominal €360 million remaining)* 316 2026

Other loans 18 Various

Total debt repayable on maturity** 753

* Includes £20 million currency component liability of swaps held against euro‑denominated bonds

** Excludes £105 million of IFRS16 Lease Liabilities

Funding and liquidity

Debt structure and liquidity

The Group’s financing policy is to manage its

liquidity and funding risk for the medium to

long term. ITV uses debt instruments with a

range of maturities, has access to appropriate

short‑term borrowing facilities and has a

policy to maintain a minimum of £250 million

of cash and undrawn committed facilities

available at all times. We have four committed

facilities in place to maintain our financial

flexibility, which includes a £500 million

multilateral Revolving Credit Facility (RCF).

During the year, counterparties to the

syndicated £500 million RCF were changed.

The new counterparty has acceded to the RCF

with a January 2029 maturity, which is in line

with all other RCF counterparties. The Group

has £100 million of committed funding via a

bilateral RCF, which matures in December

2028. The two RCFs are subject to leverage

and interest cover semi‑annual covenant

tests that require the Group to maintain a

leverage ratio of below 3.5x and interest

cover above 3.0x (measures as defined in the

RCF documentation). At 31 December 2024,

ITV’s financial position was well within

its covenants.

In October 2024, the Group entered into a

new £200 million bilateral loan facility which

matures in December 2030. Utilisation of this

facility is also subject to the lender’s ability to

source ITV Credit Default Swaps (CDS). The

new facility has a committed accreting profile

which means the full £200 million will be

available by 1 January 2026. At 31 December

2024, the Group had £50 million of the

facility available.

The Group also has a bilateral financing

facility of £300 million, which is free of

financial covenants and matures on

30 June 2026.

At 31 December 2024, all facilities were

undrawn (31 December 2023: undrawn),

which together with cash and cash

equivalents of £427 million, provided total

liquidity of £1,377 million (31 December 2023:

£1,240 million). This provides the Group with

sufficient liquidity to meet the requirements

of the business in the short to medium term

under a variety of severe but plausible

downside scenarios reflecting the Group’s

principal risks.

After acquisition‑related costs, pension

and tax payments, we ended the year with

reported net debt of £431 million

(31 December 2023: £553 million).

Net debt includes net proceeds from the sale

of BritBox International which funded the

£235 million share buyback. Excluding the net

proceeds that had been designated to fund

the remainder of the buyback, net debt is

£468 million at 31 December 2024.

Capital allocation and leverage

In line with our capital allocation policy, our

priorities remain as follows: to invest

organically in line with our strategic priorities;

manage our financial metrics consistent with

our commitment to investment grade metrics

over the medium term; sustain a regular

ordinary dividend which can grow over the

medium term; continue to consider value‑

creating inorganic investment against strict

financial and strategic criteria; and any surplus

capital will be returned to shareholders.

Our objective is to run an efficient balance

sheet and manage our financial metrics

appropriately, consistent with our

commitment to investment grade metrics

over the medium term. At 31 December 2024,

our leverage, or net debt to adjusted EBITDA,

was 0.7x (31 December 2023: 1.0x). Excluding

the net proceeds of the sale of BritBox

International that had been designated to

fund the remainder of the buyback, our

leverage was 0.8x at 31 December 2024.

Credit ratings

In March 2024, we published an investment

grade credit rating from Fitch (BBB‑ stable

outlook). We continue to be rated investment

grade by Standard and Poor’s (BBB‑ stable

outlook) and Moody’s (Baa3 stable outlook).

The factors that are considered in assessing

our credit rating include our degree of

operational gearing and exposure to the

economic cycle, as well as business and

geographical diversity.

Foreign exchange

As ITV continues to grow internationally, we

are increasingly exposed to foreign exchange

on our overseas operations. We do not hedge

our exposure to revenues and profits

generated overseas, as this is seen as an

inherent risk. We may elect to hedge our

overseas net assets, where material.

ITV is also exposed to foreign exchange risk on

transactions we undertake in a foreign

currency. Our policy is to hedge a portion of

any known or forecast transaction where

there is an underlying cash exposure for the

full tenor of that exposure, to a maximum of

five years forward, where the portion hedged

depends on the level of certainty we have on

the final size of the transaction.

Finally, ITV is exposed to foreign exchange risk

on the retranslation of foreign currency loans

and deposits. Our policy is to keep these

balances to a minimum and hedge such

exposures where there is an expectation that

any changes in the value of these items will

result in a realised cash movement over the

short to medium term. The foreign exchange

and interest rate hedging strategy is set out in

our Treasury policies which are approved by

the ITV PLC Board.

Finance review continued

ITV plc Annual Report and Accounts 2024

Production inventories,

contract assets and liabilities

In 2024, contract assets decreased by £26

million, production inventories increased by

£108 million and contract liabilities increased

by £47 million, compared to 31 December

2023. These movements are predominantly

driven by ITV Studios, reflecting higher

production activity in the US following the

strikes in 2023 as well as in the UK and

internationally, as a result of scripted

production cycles and growing

commissioning activity.

Pensions

The net pension surplus of the defined

benefit schemes at 31 December 2024

on an accounting basis was £182 million

(31 December 2023: £209 million surplus).

The decrease in the year was a result of the

increase in corporate bond yields and rising

gilt yields.

The net pension assets include £45 million

(31 December 2023: £48 million) of gilts, which

are held by the Group as security for future

unfunded pension payments to four former

Granada executives, the liabilities of which

are included in our pension obligations.

Deficit funding contributions

The triennial valuation of the ITV Pension

Scheme (the Scheme) as at 31 December

2022 has been completed. At the valuation

date, the Scheme had a surplus of £83 million.

This is compared to a deficit of £252 million

at the previous valuation date of

31 December 2019.

As the scheme is in surplus, no deficit

contributions were payable in 2024 and are

not expected to be required in 2025, other

than a minimal payment relating to a legacy

asset backed scheme (see below). The

Group’s pension deficit contributions for the

year to 31 December 2023 were £40 million,

and for the year to 31 December 2022 were

£137 million.

In 2024, £3 million was paid under the London

Television Centre PFP, while the £16 million

annual payment under the SDN PFP was

not required. These payments will be

assessed annually.

The scheme is well hedged against inflation,

interest rate volatility and longevity. Refer to

Note 3.8 for further details of the Group’s

pension schemes.

Box Clever

In December 2024, a settlement agreement

was signed between ITV, the Pension

Regulator (tPR), the Board of the Pension

Protection Fund (PPF) and the Box Clever

Trustees (Trustees) setting out the terms

agreed to settle the long‑running Box Clever

pension dispute. Under the settlement, in

summary, all current Scheme members will

be transferred to the ITV Pension Scheme and

will receive their full Scheme benefits.

Back‑payments of underpaid pension with

interest will also be paid. There is also

provision for estates of members who have

died in the PPF assessment period.

ITV has certain termination rights if, after a

data cleanse in relation to the benefits of the

Scheme members, the value of the liabilities

which are expected to transfer to the ITV

Pension Scheme has materially increased

since the date of the settlement agreement.

If ITV does not proceed with the transfer,

tPR will be free to recommence regulatory

proceedings. ITV will also reimburse the PPF

for certain amounts it has lent to the Trustee

during the assessment period.

The transfer of liabilities into the ITV Pension

Scheme is subject to the approval of the ITV

Pension Scheme Trustee. Non‑binding heads

of terms have also been agreed between ITV

and the ITV Pension Scheme Trustee. These

propose that after transfer of the Scheme

members, £25 million of additional funding

will be paid to the ITV Pension Scheme (to

form part of the general assets of the ITV

Pension Scheme) and a surety bond provided

to cover the value of transferred liabilities

(until the earlier of 31 March 2027 or the

completion of the next actuarial valuation).

Foreign exchange sensitivity

The following table highlights ITV Studios

sensitivity, for 2025 (using internal forecasts),

to translation resulting from a 10%

appreciation/depreciation in sterling against

the US dollar and euro, assuming all other

variables are held constant. An appreciation

in sterling has a negative effect on revenue

and adjusted EBITA; a depreciation has a

positive effect.

Currency

Revenue

£m

Adjusted

EBITA

£m

US dollar +/‑ 4 8‑60 +/‑ 7‑9

Euro +/‑ 42‑52 +/‑ 8‑10

Subsequent events

There were no post balance sheet events to

report.

Planning assumptions for the

full year 2025

The following planning assumptions for 2025

are based on current expectations.

Profit and loss impact:

• Total content costs are expected to be

around £1.250 billion with lower sports

costs year‑on‑year. H1 content costs will

be broadly flat on the prior year

• We will deliver £30 million of savings which

is a combination of new initiatives and

annualised benefits from the 2024 savings

• Adjusted financing costs are expected to

be around £40 million

• The adjusted effective tax rate is expected

to be around 26% over the medium term

• Exceptional items are expected to be

around £45 million mainly due to costs

associated with our digital transformation

(c.£10 million) and ongoing transformation

and efficiency programme (c.£25 million).

The cash impact is expected to be a

similar amount

Cash impact

• Profit to cash conversion is expected to

be around 80% on average over the three

years from 2023 to 2025

• Total capex is expected to be around

£65million as we further invest in our

digital capabilities

• The Board has proposed a final dividend

of 3.3p, which will be paid in May 2025.

This gives a full year dividend of 5.0p,

a total of around £190 million

Chris Kennedy

Group Chief Financial Officer

and Chief Operating Officer

ITV plc Annual Report and Accounts 2024

Strategic Report Financial StatementsGovernance

The table below, and the information it refers to, sets out our compliance with the

non‑financial reporting requirements in accordance with Sections 414CA and

414CB of the Companies Act 2006.

Reporting requirement Our approach Relevant policies Where to find more information Page

Climate-related

Financial Disclosure

We will build a climate‑

resilient business by

transparently integrating

climate‑related risk and

opportunities into our

strategy and operations

• Climate Related Financial

Disclosures

• Climate Related Financial

Disclosures

54‑57

Environment We will help tackle climate

change by reducing carbon

emissions from our

business, products and

supply chains

• Environmental Management Policy

• Supplier Code of Conduct

• Our Strategy

• Performance Against Priorities

• Key Performance Indicators

• Supplier Engagement

• Climate Related Financial

Disclosures

8‑9

16‑30

12‑15

54‑57

Colleagues We will be a more inclusive

company, by breaking down

barriers to employment and

progression, and building

skills for life

• Code of Ethics and Conduct

• Equal Opportunities Policy

• Diversity Policy

• Duty of Care Charter

• Speaking Up Framework

• Policies on Bullying, Harassment and

Dignity at Work and Grievances

• Our Strategy

• Performance Against Priorities

• Key Performance Indicators

• Social Purpose

• Our People

• Stakeholder Engagement

8‑9

16‑30

12‑15

31‑34

69‑77

Social Impact We use ITV’s scale and

creativity to shape culture

for good not just within ITV

but across other markets

that we might impact

• Our Social Purpose Goals align with

The UN Sustainable Development

Goals (SDGS)

• Duty of Care Charter

• Diversity Policy

• Performance Against Priorities

• Key Performance Indicators

• S172 statement

16‑30

12‑15

Human Rights ITV is fully committed to

ensuring we do not

participate in the violation

of human rights and expects

the same of our suppliers

• Modern Slavery Statement

• Supplier Code of Conduct

• Code of Ethics and Conduct

• Stakeholder Engagement

• Culture

• Principal Risks

69‑77

80‑83

49‑53

Anti-Bribery and

Corruption

ITV promotes the highest

standards of ethical

business and reinforces the

importance of awareness of

compliance requirements

and maintaining high ethical

standards

• Code of Ethics and Conduct

• Anti‑Money Laundering, Counter‑

Terrorist Financing and Anti‑Fraud

Policy

• Anti‑Bribery Policy

• Sanctions Policy

• Competition Law Policy

• Procurement Policy

• Supplier Code of Conduct

• Speaking Up Framework

• Principal Risks

• Stakeholder Engagement

• Culture

49‑53

69‑77

80‑83

Description of Business

Model

• Business Model 2‑3

Non-Financial Key

Performance Indicators

• Key Performance Indicators 12‑15

Principal Risks and

Uncertainties

• Risk Management

• Principal Risks

49‑53

Non‑financial and sustainability information statement

ITV plc Annual Report and Accounts 2024

Our risk management framework

Our risk management framework empowers

our people to make informed, timely decisions

that support our strategic objectives. It

provides clear guardrails to foster innovation

while ensuring risks are appropriately

identified, assessed and managed, rather

than acting as a constraint.

The framework ensures a strong connection

between our central risk domain teams and

the broader business, embedding risk

management into daily operations and

decision-making processes at all levels. The

integrated approach strengthens our ability to

anticipate and respond to evolving challenges.

How we manage risks

We adopt a dual ‘top-down’ and ‘bottom-up’

approach to risk management to enhance risk

prioritisation and mitigation across ITV,

ensuring alignment between strategic goals

and operational realities.

• Divisional and Functional Review: These

teams periodically assess their exposure

to centrally managed risk categories and

identifying significant and emerging risks

that could impact performance

• Leadership Oversight: Divisional

Leadership teams consolidate their most

critical risks and uncertainties, including

emerging risks, for discussion and

prioritisation

• Group Oversight: The Group Risk team

facilitates and oversees this process,

ensuring a comprehensive and balanced

view of risks across the organisation

Risk appetite

The Board has defined our risk appetite for

each principal risk, ensuring the right balance

between risk-taking and mitigation. Our risk

appetite reflects a commitment to innovate

and pursue opportunities while maintaining

low tolerance in critical areas such as duty of

care, data protection and corporate

compliance. This approach allows us to be

agile and responsive while safeguarding our

reputation and long-term sustainability.

The rapid pace of market change, combined with persistent macroeconomic

pressures and global uncertainties, requires ITV to take an agile and proactive

approach to implementing its strategy and managing associated risks.

Continuous improvement

In 2024 we made good progress in

strengthening our risk management

practices to navigate an increasingly dynamic

risk landscape:

• Integrated Risk Management: We

adopted a unified approach to managing

operational and principal risks, breaking

down silos and ensuring alignment. This

has been critical as we addressed

emerging challenges, including generative

AI and evolving regulatory requirements,

as well as restructuring the business

• Risk Appetite: We advanced our

understanding of critical risk events and

began refining new Key Risk Indicators

(KRIs) to enhance risk monitoring and

response

• Internal Control Environment: We refined

our financial and technology control

frameworks to establish proportionate

frameworks that provide stronger links

between risks and controls

• Crisis Preparedness: The Group ExCo

conducted simulation exercises to test

and improve crisis response mechanisms,

enhancing decision-making agility in high

pressure scenarios

Risk leadership and governance

Risk management is embedded in our

decision-making processes, with each

principal risk overseen by a designated Group

ExCo member. These sponsors ensure risks

are defined, mitigation measures are

implemented, effective and aligned with our

risk appetite.

To further strengthen oversight, we

established a new management-level Risk

Committee in 2024, operating under

delegated authority from the Group ExCo.

This committee, comprising of the Group

CFO/COO, the two Divisional COOs and the

Group Director of Risk and Assurance,

oversees principal and emerging risks, and

other significant risk-related matters. Its

responsibilities include:

• Conducting systematic evaluations of our

Principal Risks

• Delivering actionable insights to support

decision-making

• Streamlining risk reporting and

communication processes

For further information on our Governance

structure, including the Risk Committee’s role,

refer to page 66.

The Group ExCo undertakes a comprehensive

review of principal and emerging risks twice a

year. These thorough assessments, which

include evaluating potential impacts and

likelihoods using a consistent methodology,

are then submitted to the Audit and Risk

Committee and the PLC Board for review,

challenge and subsequent approval, ensuring

robust and effective oversight of our risk

management processes.

Changes to principal risks during

the year

In 2024, ongoing monitoring of ITV’s critical

risks, informed by internal and external data,

led to important updates to our principal

risk profile:

• Artificial Intelligence: Elevated from an

emerging risk to a principal risk. This

reflects the rapid development of GenAI

technology and its transformative

potential, with significant implications

for our operations, content creation and

overall strategy (both as opportunity

and risk)

• Transformation: Removed as a

standalone principal risk. While

transformation remains a key aspect of

our business, its various components are

now more effectively integrated into

relevant individual risks, providing a more

granular and accurate refelection of their

specific impacts and enabling more

targeted mitigation efforts

• Changing Viewer Dynamics:

Consolidated four M&E strategic risks into

a single principal risk, reflecting the shift in

audience engagement. Moving from

‘viewer habits’ to ‘dynamics’ highlights that

consumption changes are driven by both

organic preferences and fundamental

media ecosystem transformation

Principal risks and mitigations

Set out below is a description of each of our

principal risks, including an explanation of how

they are being managed and mitigated. This

information provides transparency into our

approach to managing the most significant

threats and opportunities facing ITV. These

risks are not presented in order of priority

or significance:

Risk and Uncertainties Disclosure

ITV plc Annual Report and Accounts 2024

Strategic Report Financial StatementsGovernance

1. CONTENT MARKET

Sponsor:

Managing Director, ITV Studios

Overview of Risk

Fundamental changes in the content market

may result in reduced opportunities,

non-renewal of premium programmes, and/

or impact the profitability of ITV Studios

Evolving Risk Landscape

• Content spend cuts from FTA broadcasters

and streamers

• Inability to grow streamer customer base as

they become a growing part of the content

market

• Increased pressure on our pricing, rights and

production premium

• Stable tax credit policies are essential to

fund and deliver high-quality PSB content

Actions Taken & Risk

Management Approach

• Continue to monitor our portfolio mix,

resulting in the addition of Hartswood and

Eagle Eye to our portfolio

• Launched Zoo 55 to boost digital content

and extend our IP to new frontiers

• Scaled presence and engagement via new

channels and improved digital social content

• Gained FAST and AVOD market share with

brand and thematic channels in key

territories

• Exploiting our IP across gaming platforms

and the metaverse

• Continued to invest in our Digital Innovation

Hub to enable growth and amplify brands

• Continue to review our operating model in

light of changing market conditions

• Continued to invest in developing, attracting

and retaining world-class creative talent

• Continued to grow and maintain

relationships with a diverse customer base,

including global streamers

• Continued to seek opportunities to increase

market share and drive efficiencies across

our productions

Performance & Monitoring

• ITV Studios total organic revenue growth

• ITV Studios adjusted EBITA margin %

• Total high-end scripted hours

• Number of formats sold in three or more

countries

• % of ITV Studios total revenue from

streaming platforms

3. CHANGING

VIEWER DYNAMICS

Sponsor:

Managing Director, M&E

Overview of Risk

Evolving viewer dynamics, encompassing

both shifting audience preferences and

broader media ecosystem transformations

may impact our ability to deliver the

forecasted viewership for both linear and

streaming resulting in failure to monetise and

deliver against Commercial revenue targets

Evolving Risk Landscape

• Structural decline in linear viewing

• Rising costs associated with delivering a

content pipeline needed to meet evolving

viewer preferences

• Increased competition for digital viewing,

impacting our ability to scale ITVX at a pace

that meets strategic and financial objectives

• Challenges in maximising prominence,

inclusion and securing/renegotiating

favourable carriage terms

• Failure to attract and retain key talent

Actions Taken & Risk

Management Approach

• Agreed a new distribution and commercial

partnership with YouTube to maximise

audience reach and viewing

• Continued ITVX investment, including

personalisation to drive viewing

• Continue to evolve our partnership and

distribution strategy to effectively position

ourselves where our viewers are

• Continue to collaborate with Ofcom to

modernise the PSB regulatory regime

• Collaborated with the other PSBs to develop

a compelling consumer-controlled entry

point to our content in readiness for the shift

to IP-only viewing through Freely

• Focused on commissioning, showcasing and

marketing high-quality accessible content

across key genres (live sports, drama and

entertainment) using audience insights,

innovative funding models (e.g.

partnerships, advertiser-funded

programmes, co-productions) and strong

studio relationships to manage rising costs

and secure key talent

Performance & Monitoring

• Monthly Active Users (MAUs)

• Total Streaming Hours & UK Subscribers

• Share of commercial viewing

• Share of Top 1,000 commercial broadcast

TV Programmes

• Ad viewing time trends

2. COMMERCIAL

Sponsor:

Managing Director, Commercial

Overview of Risk

Increasing competition and challenging

advertising market conditions impact our

revenue stream

Evolving Risk Landscape

• Structural decline in broadcast advertising

demand

• Increased competition for market share from

the larger streamer’s ad tiers and online

video

• Challenges in replacing advertising revenue

lost as a result of the confirmed restrictions

on High in Fat, Salt or Sugar (HFSS) product

advertising and potential restrictions on

other advertising categories (e.g. gambling

and high carbon products)

Actions Taken & Risk

Management Approach

• Continue to enhance our integrated

advertising proposition, offering mass reach,

data-driven targeted addressability, creative

brand integration and outcome-based

advertising products

• Continue to invest and extend Planet V to

offer unrivalled addressability at scale

• Continue to offer a unique creative

proposition to advertisers through brand

partnerships, product placements,

sponsorships, advertiser funded

programmes and digital solutions

• Continue to invest in an outcomes

proposition that enables advertisers to

measure the effectiveness of their

campaigns

• Continue to build strategic partnerships with

advertisers and agencies

• Continue to monitor the actual and potential

advertising restrictions

• Continue to explore revenue diversification,

including the launch of Kerching, our

YouTube Strategy and growing our Media for

Equity portfolio

Performance & Monitoring

• Total Advertising Revenue (TAR)

• Digital Revenue

• Category spend

Risk and Uncertainties Disclosure continued

ITV plc Annual Report and Accounts 2024

4. DATA

Sponsor:

General Counsel and Company Secretary

Overview of Risk

Failure to ensure appropriate access to

consistent and trustworthy data and

remaining compliant with our regulatory

obligations. We must ensure the whole of ITV

follows the applicable data regulations while

anticipating and adequately preparing for

future ones

Evolving Risk Landscape

• Using data for decision making without

understanding its quality, accuracy, validity,

ownership or legality, and retaining data

beyond its intended purpose

• Failing to comply with data protection laws

or regulations that apply to ITV

• Unintentional data exposure (corporate or

personal) as a result of insufficient employee

awareness of data governance and data

privacy policies and legislative requirements

• Personal data breaches from sophisticated

cyber-attacks

Actions Taken & Risk

Management Approach

• Data use and management are structured

around three core pillars – Privacy by design,

Security by design and Value by design

• Data Protection Impact Assessments are

conducted where the processing of personal

data is deemed a ‘high risk’

• A dedicated Data Privacy team partners with

business units, monitors data use and

provides training on data obligations

• Established policies and procedures define

expected data handling practices across the

organisation

• Mandatory data privacy training, awareness

campaigns and specific training for teams

• Third-party due diligence and contractual

agreements are implemented prior to

onboarding

• An Artificial Intelligence policy and oversight

process are in place

• Horizon scan and monitoring new

regulations, codes of conduct and legislation

are performed

• Data dependency mapping on the analytics

data platform provides transparency and

control of data flows

Performance & Monitoring

• Mandatory Data Protection Training

• Data Subject Requests

• Total Investigated Incidents

• Data Protection Impact Assessments

6. CORPORATE

COMPLIANCE

Sponsor:

General Counsel and Company Secretary

Overview of Risk

We seek to remain compliant with applicable

laws and regulations. Key areas of activity

relate to compliance with relevant legislation

in respect of anti-bribery & corruption,

anti-money laundering, fraud, the prevention

of facilitation of tax evasion, sanctions and

competition

Evolving Risk Landscape

• Third parties or colleagues engaging in

unlawful or non-compliant activities while

employed by or providing services for or on

behalf of ITV

• Inadequate operational systems to drive and

support the execution of a consistent

third-party risk management process

• Lack of clear and appropriate

communications fostering a culture of

compliance in the business

Actions Taken & Risk

Management Approach

• A culture of ethical conduct and open

communication is fostered through the

organisation’s Code of Conduct

• The compliance programme is continuously

evolved based on findings from risk

assessments, monitoring, and internal

audits

• Support is provided to business units for the

adoption and implementation of compliance

policies and standards, including the ongoing

alignment of international markets and

integration of new acquisitions

• Due diligence is conducted on third parties,

including high-risk suppliers

• Horizon scanning is performed to anticipate

legislative and regulatory changes, and

policies and procedures are developed to

address them

• Good compliance behaviour is promoted

through the organisation’s culture and

mandatory training for employees and

freelancers

• Through the Code of Ethics & Conduct,

colleagues are aware of expected standards

and encouraged to report concerns

Performance & Monitoring

• Speaking Up reporting statistics

• Mandatory Training

5. POLICY &

REGULATION

Sponsor:

Group Director of Strategy, Policy & Regulation

Overview of Risk

We engage with regulators and policymakers

to shape future regulations that protect

viewers while ensuring Public Service

Broadcasters (PSBs) can compete fairly and

fulfil their obligations. Compliance with

evolving regulation is essential to maintaining

trust and delivering our strategy

Evolving Risk Landscape

• Regulation failing to keep pace with the

market changes

• Adapting to evolving regulatory

requirements

• Political shifts leading to significant policy or

regulatory changes

• Non-compliance with standards, rules and

obligations

• Meeting ongoing Public Service Broadcaster

(PSB) requirements

Actions Taken & Risk

Management Approach

• Continuously monitoring potential policy,

legal and regulatory developments

• Assessing the impact of potential changes

and proactively advocating our position

during policy and legislative development

• Engaging with government and regulators on

the PSB regime and other industry-related

topics

• Actively participating in consultations and

collaborating with industry stakeholders

where appropriate, in line with competition

law (e.g. in relation to the Ofcom and DCMS

processes looking at the future of TV

distribution)

• Conducting horizon scanning to identify

future regulatory changes, assessing their

impact and defining our strategic response

(e.g. engaging on the future framework for AI

regulation and Intellectual Property (IP))

Performance & Monitoring

• Regulatory outlook

ITV plc Annual Report and Accounts 2024

Strategic Report Financial StatementsGovernance

7. CYBER SECURITY

Sponsor:

Chief Technology Officer

Overview of Risk

Failure to protect ITV’s systems, content,

colleagues, viewers and partners from cyber

security threats could result in financial loss,

operational disruption and reputational

damage

Evolving Risk Landscape

• Increasing cyber-attacks from organised

threat groups targeting ITV

• Exposure to third-party vulnerabilities that

could compromise our systems

• Legacy IT infrastructure reaching end-of-life

• IT infrastructure within Labels operating

independently from Group security controls

Actions Taken & Risk

Management Approach

• Implement a robust cyber security risk

management framework (aligned with NIST)

to protect our applications, systems and

networks

• Continuously monitoring external threats

and gathering intelligence on evolving

cyber-attack techniques, tactics and

capabilities

• Investing in advanced security defences to

detect and respond to threats before they

escalate into incidents

• Promoting a strong security culture through

awareness campaigns and mandatory

training for colleagues

• Conducting due diligence on third parties

and continuously monitoring applications

and technical security controls

• Modelling a severe but plausible

hypothetical cyber-attack scenario annually

• Facilitating cyber simulation exercises with

the Group Executive Committee to test

response strategies and drive continuous

improvement

• Strengthening recovery capabilities to

ensure resilience and minimal business

disruption in the event of a cyber incident

Performance & Monitoring

• Attack path stats (by severity)

• Endpoint-related incidents (No. per quarter

and trends)

• ITVX Bot Attacks

• Minimum Viable Company (MVC) Recovery

Capability

• Third-party assessment (critical suppliers)

9. PEOPLE

Sponsor:

Chief People Officer

Overview of Risk

An inability to attract, develop and retain

key creative, commercial, technical and

managerial talent could adversely affect

our business

Evolving Risk Landscape

• Increasing competition for top talent in the

industry

• Rapid technological advancements creating

workforce skill gaps

• The actions of on-screen talent impacting

ITV’s reputation and brand

• Failure to maintain a diverse organisation

hindering innovation, creativity and

audience engagement

Actions Taken & Risk

Management Approach

• Continuously enhancing our Employee Value

Proposition to attract and retain top talent

• Evolving our approach to mandatory training

and speaking up to ensure a safe and

inclusive workplace

• Developing succession plans for critical

roles, including designated deputies

• Investing in future talent development,

including the High Potential Programme to

identify emerging leaders, the RISE

Programme to support the career growth of

people of colour, Digital Skills Programme to

develop key capabilities for the future and

the ITV Academy to provide industry-leading

production training

• A Global Employee Assistance Programme

for permanent, fixed-term and freelance

colleagues, as well as their dependants

• Fostering an inclusive culture and creating

opportunities through initiatives such as

Disability Access Passports, Amplify, Fresh

Cuts and Step Up 60

• Running regular engagement surveys and

targeted pulse surveys to gather insights

and drive improvements

Performance & Monitoring

• Resignation Index

• New Hires (Women, Disability, People of

Colour and LGBTQ+)

• Diversity Data (Demographic and disability

information)

8. ARTIFICIAL

INTELLIGENCE

Sponsor:

Chief Technology Officer

Overview of Risk

Failure to adopt and integrate Generative AI

(GenAI) effectively could impact our ability to

remain competitive in a rapidly evolving

market. We are actively learning,

experimenting and shaping responsible use

of AI to ensure teams can leverage its

benefits safely and with confidence

Evolving Risk Landscape

• Ineffective AI adoption could reduce

efficiency and competitiveness, limiting

innovation and market responsiveness

• GenAI misuse risks regulatory breaches,

data privacy violations and sensitive

information exposure

• GenAI use in creative processes may dilute

originality, disengaging audiences

• IP leaks could undermine exclusivity

• Adapting to the evolving AI regulatory

requirements, including the EU AI Act

Actions Taken & Risk

Management Approach

• Established a Responsible Use of GenAI

Policy, outlining ethical principles and

governance for GenAI adoption

• Developed ethical AI guidelines ensuring

GenAI enhances, not replaces, human

creativity

• Defined approved AI tools and use cases

for safe, effective application

• Secured licensed GenAI tools protecting

content, data and business information

• Following a successful pilot, Gemini will be

rolled out across ITV in 2025 to increase

productivity in daily tasks (e.g. emails)

• Our AI Committee supports the ExCo to

oversee AI adoption and ensure compliance

with legal, ethical and business priorities

• AI inventory identified in the technology

estate

• Strengthening cyber security, monitoring

and IP protection measures to prevent leaks

• Ongoing AI policy horizon scanning

• Commissioned an independent AI

governance Internal Audit to enhance our AI

strategy and roadmap

• Determining the Group’s risk appetite for AI

across the range of use cases

Performance & Monitoring

• Regulatory outlook

• GenAI use cases

Risk and Uncertainties Disclosure continued

ITV plc Annual Report and Accounts 2024

10. DUTY OF CARE

Sponsor:

Chief Executive Officer

Overview of Risk

Failure to extend an adequate duty of care or

the occurrence of a major health and safety

incident could result in physical or mental

harm, loss of life and reputational damage

Evolving Risk Landscape

• Failure to appropriately support individuals

working with ITV in our pursuit of editorial

content that is relevant and entertaining

• Failure to adequately consider the impact

our content could have on society

Actions Taken & Risk

Management Approach

• Strengthening awareness of our Speaking Up

Framework, allowing anyone working for or

with us to raise concerns confidentially,

supported by regular communications and

mandatory duty of care training

• Implementing a comprehensive operational

risk management process to identify and

mitigate risks to physical and mental

wellbeing

• Expanding the ITV Feel Good Offering,

providing advice, support and resources for

colleagues to maintain a balanced and

healthy work life

• Continuously evolving our Participant

Aftercare Programme to provide long-term

support for individuals involved in

productions

• Supporting participants through initiatives

such as Participant Crisis Care Stabilisation,

an Out-of-Hours Welfare Helpline and

access to specialist care through a leading

healthcare provider

• Partnering with the BBC to develop an

Industry Media Psychologist Development

Programme

• Running social purpose campaigns that

support public wellbeing, including the

award-winning Britain Get Talking campaign

• Proactively monitoring and addressing

historical issues to strengthen and evolve

our Duty of Care policies

Performance & Monitoring

• Speaking Up data

• Accident/Incident data

12. OPERATIONAL

RESILIENCE

Sponsor:

Chief Finance Officer/Chief Operating Officer

Overview of Risk

ITV’s operational resilience is critical.

Disruption to key systems or infrastructure

could cause service outages, impacting

revenue and reputation

Evolving Risk Landscape

• IT system resilience/redundancy

weaknesses could cause service disruptions

• Inadequate/untested disaster recovery

plans for critical systems may prolong

service restoration

• Ineffective operational business continuity

plans may hinder essential services

maintenance

• Reliance on third parties for critical services

(e.g. broadcast transmission), introduces

risks outside of ITV’s direct control

Actions Taken & Risk

Management Approach

• Regular testing of major incident scenarios,

including those related to critical IT systems

and broadcast infrastructure, is conducted,

particularly ahead of major live events. This

testing informs the ongoing development

and refinement of business continuity and

disaster recovery plans

• We are continuously working to define and

understand our minimum viable company

and ensure our recovery capabilities align

with it

• We invest in strengthening the resilience and

redundancy of our key IT systems and

infrastructure to minimise the likelihood and

impact of failures

• We actively manage our relationships with

broadcast chain partners and other critical

suppliers, including regular performance

reviews and joint contingency planning, to

ensure they maintain appropriate levels of

operational resilience

• We continuously monitor operational

performance and review our risk

management framework to identify

potential vulnerabilities and emerging

threats. This includes staying informed of

the evolving threat landscape and adapting

our strategies accordingly

Performance & Monitoring

• System Availability

• Disaster Recovery Test Outcomes

• Business Continuity Plans

• Major Operational Incidents

11. THIRD-PARTY RISK

MANAGEMENT

Sponsor:

Chief Finance Officer/Chief Operating Officer

Overview of Risk

ITV’s diverse third-party network creates

potential risks to operational resilience, data

security, regulatory compliance, financial

stability and reputation. Robust Third Party

Risk Management (TPRM) is essential to

mitigate and monitor these risks throughout

the third-party lifecycle

Evolving Risk Landscape

• Disruptions to broadcasting, content

production or critical services due to

third-party failure

• Unauthorised access, loss or corruption of

sensitive data due to vulnerabilities in

third-party systems or processes

• Non-compliance with relevant laws and

regulations by third parties, exposing ITV

• Negative publicity or damage to ITV’s brand

and reputation stemming from actions or

failures of associated third parties

Actions Taken & Risk

Management Approach

• Perform pre-engagement due diligence

covering financial stability, operational

resilience, security controls and regulatory

compliance

• Ongoing monitoring of third-party

performance and risk profiles, including

automated monitoring through the Prevalent

platform, to identify emerging risks and

trigger appropriate action

• Incorporating clear contractual obligations

and performance standards into

agreements with third parties, including

service level agreements (SLAs) and exit

strategies

• Establishing clear roles and responsibilities

for TPRM, with regular reporting to senior

management and the Risk Committee

• Continuously enhancing the TPRM

framework based on industry best practices,

regulatory changes, and lessons learned.

This includes ongoing input from risk domain

leads

• Maintaining a Supplier Code of Conduct that

sets out the minimum standards expected

of all suppliers, covering areas such as

ethical conduct, human rights, and

environmental sustainability

Performance & Monitoring

• Critical Third Party Risk Assessments

ITV plc Annual Report and Accounts 2024

Strategic Report Financial StatementsGovernance

OUR COMMITMENT TO CLIMATE ACTION

We recognise the urgency of the climate crisis and its potential impact on both the planet and ITV. We are committed to transparency in

addressing climate-related risks and enhancing our resilience through strategic actions.

Our climate-related financial disclosures are consistent with the TCFD recommendations, including the 2021 Annex and Companies Act

requirements, with the exception of certain metrics and targets disclosures. We are consistent with TCFD’s governance, strategy, and risk

management recommendations. Regarding metrics and targets, while our current assessment indicates that climate-related risks and

opportunities do not yet have a significant impact on our financial performance or operations, we are actively developing and refining metrics

and targets aligned with recommended disclosures (a) and (c), as detailed in our ‘Metrics and Targets’ section, in anticipation of potential future

materiality. Our 2024 Climate Transition Plan provides supplementary information to our TCFD disclosures, detailing our progress towards

establishing a Net Zero pathway.

While our core approach to climate risks remains unchanged, we have strengthened our governance and refined risk management practices.

We plan to update our Climate Scenario Analysis during 2025.

GOVERNANCE

Board Oversight

The Risk Committee is informed about

climate-related issues on a quarterly basis

via structured meetings. This process allows

the Risk Committee to monitor and oversee

progress against our targets for addressing

climate-related issues, such as our Climate

Transition Plan. Its responsibilities include

reviewing the assessment of dependencies

risks, opportunities and impacts; ensuring

robust reporting; overseeing verification

processes; overseeing scenario analysis; and

monitoring compliance with corporate

policies and commitments.

The Risk Committee reports biannually to the

Audit and Risk Committee and the Plc Board,

ensuring comprehensive oversight and

integration of climate-related risks and

opportunities into our broader governance

and strategic planning process.

Management Roles

The Group Executive Committee (Group

ExCo) has ultimate responsibility for

climate-related strategy, ensuring its

integration into overall business strategy.

The Group ExCo, supported by the Risk

Committee, monitors climate-related

transition risks and opportunities.

The M&E and Studios Boards annually review

climate-related risks and opportunities,

aligning their sustainability objectives with

the group’s Climate Transition Plan. They

receive quarterly progress updates.

Operational management of climate-related

risks and opportunities is delegated to Green

Leads and Green Teams, working with the

Sustainability team. The Sustainability team

escalates key risks to senior management,

informing strategic decision-making and

ensuring alignment with Group-wide goals.

Remuneration Incentives

To reinforce accountability, Group ExCo

members have emission reduction targets

tied to their bonuses. Senior management

also have broader Environmental, Social, and

Governance (ESG) objectives incorporated

into their remuneration. These incentives are

designed to directly motivate leadership to

reduce ITV’s carbon footprint and advance

ESG initiatives. For further information on

remuneration, refer to page 102.

Recognising that Company-wide

engagement is critical to success, all

colleagues are encouraged to support ITV’s

climate action and ESG targets. This is

reinforced through performance reviews and

an annual mandatory training module,

promoting alignment of priorities across ITV

and empowering employees to contribute to

our sustainability goals.

RISK MANAGEMENT

Risk Management Processes

Identifying

Climate-related risks and opportunities are

identified through a continuous, collaborative

process. Central functions and business area

Green Leads, supported by the Sustainability

team, contribute to regular assessments.

This process leverages internal expertise and

external insights to evaluate potential

impacts on ITV, ensuring risks and

opportunities are consistently monitored and

integrated into decision-making.

Assessing

Climate-related risks and opportunities are

assessed at the Group, divisional (Studios

and M&E), and entity levels. Significant

climate-related risks undergo quantitative

modelling and qualitative assessments

against 1.5°C, 2°C, and 3+°C warming

scenarios, projected to 2030. These

assessments are regularly reviewed and

refined to account for evolving climate

science, policy changes, and emerging risks.

Managing & Monitoring

Each identified risk is assigned a designated

owner responsible for its management. Risk

owners implement mitigation strategies, with

progress reviewed by the Risk Committee.

The Risk and Sustainability teams provide

ongoing support to ensure effective risk

management and build resilience to both

physical and transition risks.

Wider Risk Management Integration

ITV’s risk management framework integrates climate-related risks into existing risk identification, assessment, and monitoring processes. This

ensures climate risks are considered alongside other business risks and managed at all organisational levels. While not currently classified as a

‘Principal Risk’, climate change is recognised as a key ‘Emerging Risk’ with medium to long-term implications. Climate-related risks are linked to

principal risks such as Commercial, Content Market, and Changing Viewer Habits, demonstrating the integration of climate considerations into

our broader risk management strategy and alignment with long-term objectives

Climate related financial disclosures

ITV plc Annual Report and Accounts 2024

STRATEGY

Description of Risks and Opportunities

Through our risk management process outlined above, we have identified the following key risks and opportunities:

Risks Opportunities

• Changes in the advertising sector

• Increased costs in the transition to a low carbon world

• Resilience of productions to extreme weather events

• Maintain or improve our reputation with key audiences

• Grow revenue from Net Zero-aligned brands, products & services

• Cost reductions and wider benefits of innovations

Further details of the context, time horizon and impact areas can found in the Detailed Risks and Detailed Opportunities sections below

Impact of Risks and Opportunities

To date, climate-related risks and opportunities have not had a significant financial impact on ITV, and there have been no significant movements

in our related metrics and targets. We continuously monitor potential impacts, such as extreme weather costs. Our assessment indicates minimal

near-term exposure to physical or transition risks. Our business strategy remains relevant given evolving climate risks, which do not threaten our

long-term viability, liquidity, or operations. No asset impairments are required. The ‘Detailed Risks’ section provides further information and the

risk assessment reflects ITV’s exposure under ‘action’ and ‘no action’ climate scenarios, considering financial impacts and benefits.

METRICS & TARGETS

Metrics

Metrics for key risk and opportunities are

included in the ‘Detailed Risks’ and ‘Detailed

Opportunities’ sections. These metrics,

consistent across our business, enable

trend analysis.

While our current approach sufficiently

monitors climate-related risks and

opportunities, we’re developing further

metrics through internal work and industry

collaborations as these risks evolve. Our

metric development focuses on guiding

business decisions, meeting stakeholder

needs, and aligning with industry standards.

No KPI calculation methodology changes

have been made.

Scope 1, 2 & 3 Emissions

(and Related Risks)

Details on Scope 1, 2 & 3 emissions and

assurance details can be found in the

Streamlined Energy and Carbon Reporting

(SECR) table on page 34.

Our methodology follows the GHG Protocol

Corporate Accounting and Reporting

Standard, and industry best practices. Full

details are available in our Basis of Reporting.

Targets

Targets for each key risk and opportunity are

detailed in the ‘Detailed Risks’ and ‘Detailed

Opportunities’ sections. We are committed

to ambitious target setting and transparent

progress reporting as part of our climate

transition. Our 2050 emissions reduction

target (90% reduction from 2019 baseline)

has been validated by the Science Based

Targets initiative (SBTi) and aligns with their

Net Zero definition. Our previously validated

2030 targets remain in place. We are

currently refining decarbonisation levers

for integration into business planning and

evaluating the potential future use of an

internal carbon price.

Detailed Risks and Opportunities

RAG Key

Risks Opportunities

Minimal increase in expenditure

and / or reduction in revenue

Significant

benefit

Moderate increase in expenditure

and / or reduction in revenue

Moderate

benefit

Significant increase in expenditure

and / or reduction in revenue

Minimal

benefit

Time Horizon Key

Impact

time horizon

From

(years)

(years) Aligned to

Short-term 0 1 ITV Annual reporting period

Medium-term 1 3 ITV Long-term viability

assessment period and

strategic planning cycle

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

targets*

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

ITV plc Annual Report and Accounts 2024

Strategic Report Financial StatementsGovernance

CHANGES IN THE

ADVERTISING SECTOR

Context

Growing demand for sustainable advertising,

driven by regulators, consumers, and brands,

presents a medium to long-term revenue risk

due to potential restrictions on carbon-

intensive products and shifting advertising

spend towards more sustainable alternatives.

Time horizon: Medium – Long-term

Impact area: Revenue

Link to principal risk: Commercial

Climate Scenario Analysis:

Current Policies (3°C+): No impact

on revenue

Reputational risks associated with high-

carbon advertisers will be actively managed.

SDS (2°C+): Minimal revenue impact.

Limited advertising bans are anticipated, with

some revenue offset by low-carbon

alternatives.

NZE by 2050 (1.5°C+): Moderate revenue

impact.

Stricter policies and resulting advertiser

restrictions may reduce revenue, partially

offset by low-carbon advertising.

How we are building our resilience

(including to a 2°C or less scenario)

• Advocating for evidence-based advertising

policies and tracking relevant regulations

• Developing low-carbon advertising solutions

in partnership with advertisers

• Tracking advertising revenue alignment with

climate targets and Net Zero

• Piloting programs support sustainable

brands

• Partnering with advertisers to optimise

climate-related campaigns

• Engaging with Ad Net Zero and the

advertising sector on Net Zero solutions

• Scaling successful sustainable partnerships

(e.g. eBay/Love Island)

• Developing digital targeting for climate-

conscious consumers

Metrics and Targets:

• Percentage of top 200 advertisers and major

media agencies aligned with the Net Zero

transition

• Percentage of commercial colleagues

completing climate awareness training

We are collaborating with industry

stakeholders to develop aligned targets.

INCREASE LOW-CARBON

TRANSITION COSTS

Context

Transitioning to a low-carbon economy will

likely increase operating costs. These may

include carbon pricing/taxation, investments

in low-carbon technologies, and supply chain

adjustments due to evolving regulations and

climate impacts.

Time horizon: Medium-term

Impact area: Expenditure

Link to principal risk: N/A

Climate Scenario Analysis:

Current Policies (3°C+): No impact on

expenditure

Assumes no carbon pricing is introduced –

remains BAU

SDS (2°C+): Marginal expenditure increase

The scenario does not indicate how the

government or regulation may intervene in

this area.

NZE by 2050 (1.5°C+): Moderate expenditure

increase, but no revenue impact.

Increased supply chain costs are expected to

have the most significant impact as costs are

passed on to ITV.

How we are building our resilience

(including to a 2°C or less scenario)

• Reducing our carbon footprint through

increased renewable energy use

• Assessing supplier climate risk management

maturity

• Partnering with industry peers on a

sector-wide transition

• Consolidating London offices

• Focusing investments on resilient offices

and productions

• Centralising electric vehicle procurement

and infrastructure

• Transitioning to cloud services with Net

Zero-aligned partners and renewable-

powered data centres

Metrics and Targets:

• Emissions: Scope 1 & 2: 46.2% reduction by

2030 (2019 baseline); Scope 3: 28%

reduction by 2030 (2019 baseline)

• Renewable Electricity: 100% by 2025

• Supplier Alignment: 100% of key suppliers

aligned with our targets by 2025

RESILIENCE OF PRODUCTIONS TO

EXTREME WEATHER EVENTS

Context

Increased extreme weather events pose a risk

to production continuity, potentially causing

operational interruptions, content delivery

delays, contractual breaches, increased

costs (including equipment repair) and

difficulties securing insurance.

Time horizon: Medium-term

Impact area: Expenditure & Revenue

Link to principal risk: Operational Resilience

Climate Scenario Analysis:

Current Policies (3°C+): Moderate

expenditure increase and revenue loss

Increased extreme weather disrupts filming,

travel, operations, and insurance.

SDS (2°C+): Marginal expenditure increase

and marginal revenue loss.

Manageable impacts, but some financial

consequences anticipated.

NZE by 2050 (1.5°C+): Minimal expenditure

increase and minimal revenue loss.

Increased extreme weather frequency/

severity manageable within existing business

continuity plans.

How we are building our resilience

(including to a 2°C or less scenario)

• Integrating climate-related risk

assessments into all new ITV Studios

productions via our SPOT platform, with

location decisions factoring in potential

weather events (e.g. hurricane season

planning)

• Upgrading flood risk mitigation for critical live

programming

• Maintaining business continuity measures,

including insurance, evacuation protocols,

and alternative location sourcing

• Implementing a Weather Notification

System for real-time monitoring, tailored

alerts, and proactive responses

Metrics and Targets:

We are developing targets and currently track:

• Number of productions impacted by natural

hazards

• Cost of damage from extreme weather (by

geography)

• Insurance captives

Detailed Risks

Climate related financial disclosures continued

ITV plc Annual Report and Accounts 2024

MEETING THE NEEDS

OF OUR AUDIENCES

Context

Our social purpose, shaping culture for good,

is central to ITV’s strategy. We leverage our

brand, reach, talent, and programming to

engage a mass audience on climate themes

and solutions. Reflecting modern Britain’s

challenges ensures our relevance,

attractiveness, and market reach.

Time horizon: Short-term

Alignment to corporate strategy: High

Importance to social purpose of shaping

culture for good: High

Potential increase in audience/viewership:

Minimal/Moderate

How are we capitalising

While directly attributing positive brand

perception to our environmental activities is

challenging, we monitor brand perception

through audience surveys (including

questions on our environmental credentials)

and track campaign impact (e.g. the Love

Island/eBay partnership).

Metrics and Targets:

We do not currently have specific metrics or

targets in this area.

GROW REVENUE FROM NET ZERO-ALIGNED

BRANDS, PRODUCTS & SERVICES

Context

We anticipate growth in advertising for

brands aligned with the Net Zero transition.

By establishing a reputable platform for

advertisers to showcase their sustainability

credentials, we can increase advertising

volume with existing clients and attract new

low-carbon businesses.

Time horizon: Short – Medium-term

Alignment to corporate strategy: High

Commercial opportunity: Moderate

How are we capitalising

We have created a ‘sustainability fund’, which

we are trialling with one of our media agency

partners, which they can use to support

sustainable advertisers in their portfolio,

offering them additional airtime with ITV to

help them grow their business through

advertising.

Metrics and Targets:

We do not currently have specific metrics or

targets in this area as we are still exploring

the appropriate methodology for developing

indicators, and their integration into our

existing activity.

COST REDUCTIONS AND

WIDER BENEFITS OF INNOVATIONS

Context

Setting ambitious emissions reduction

targets for content production creates

valuable opportunities for innovation and

efficiency. These improvements can enhance

our resilience, effectively address production

budget challenges, and unlock exciting new

creative possibilities.

Time horizon: Short – Longer-term

Alignment to corporate strategy: High

Cost saving: Minimal/Moderate

How are we capitalising

We are innovating in content production and

delivery through remote production

workflows, virtual production technologies,

and cloud-based editing. We are also

pursuing clean energy solutions, including

temporary power (battery, grid, solar) and

on-site generation (solar panels), to reduce

energy use, costs, and enhance resilience.

Metrics and Targets:

We are actively implementing various

initiatives to reduce production emissions

and are exploring additional metrics to track

progress. These may include the use of

remote production technologies, fuel savings

from battery technology, and other key

decarbonisation practices. Details on our

activities and decarbonisation levers are

available in our Climate Transition Plan.

Detailed Opportunities

ITV can also benefit from taking a proactive approach to the climate transition. While these opportunities are not significant to our short-term

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

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

Resilience

We focus on ensuring ITV resilience across all

climate scenarios, including a 2°C or lower

scenario. Managing climate-related risks and

opportunities is central to our Climate

Transition Programme, shaping our strategic

priorities and objectives.

In 2025, we plan to refresh our climate

scenario analysis to assess ITV’s

preparedness for mitigating climate risks

under various warming scenarios. Our

strategy is flexible and will be reviewed

annually to ensure continued resilience in the

face of evolving climate risks.

ITV’s Emissions Reduction Targets

(2019 baseline)

Emissions reduction 2030 2050

Scope 1 & 2 46.2% 90-95%

Scope 3 28%

Explanation of Trends in Line with

Targets

Scope 1 and 2 emissions decreased 56% since

2019 and 9% since 2023, thanks to building

consolidation, office energy saving initiatives

and the shift to an electric/hybrid fleet.

Our 2030 Scope 3 targets cover Business

Travel and Purchased Goods and Services.

Business travel is down 48% since the

baseline and 5.5% year-on-year due to travel

budgets and hybrid working. Purchased

Goods and Services decreased 25% since the

baseline and 13.5% since 2023, mainly due to

reduced spending.

We’re improving data quality in this category

for better tracking and to refine our

decarbonisation levers. Our 2050 targets

include all material Scope 3 categories, and

our transition plan will prioritise actions across

these categories over the next two years for

our Net Zero goal.

ITV plc Annual Report and Accounts 2024

Strategic Report Financial StatementsGovernance

Long-term Viability Statement (LTVS) Disclosure

ITV plc Annual Report and Accounts 2024

How we assess prospects and

risks

The Board continually assesses ITV’s

prospects and risks at its meetings, including:

• Holding ‘Strategy Days’ twice a year, to

oversee the delivery of the Strategy and

consider changes or new initiatives

• Considering ad hoc topics on aspects of

the strategy at Board meetings

• Performing a robust assessment of the

principal and emerging risks twice a year

As part of the assessment of prospects and

risks, the Board and management routinely

receive briefings and consider topics related

to changing viewer habits, competitor

strategies, the broadcasting advertising

market and developments in the global

content market. It is also kept informed of

ITV’s resilience to environmental and

climate-related risks; technological

advancements in the areas of Generative

Artificial Intelligence (AI) and how the ITV

Strategy responds to these; and sessions led

by external analysts on investors’ perceptions

of the ITV business.

The Board and management remained

focused on assessing the impact of the

current macroeconomic environment on

the business. This included identifying cost

interventions/mitigations to respond to

possible severe downside scenarios, and

increasing the focus and detail provided in

financial performance reviews and

reforecasting to track performance. These

efforts have been reinforced by our ongoing

efficiency programme, which supports

long-term resilience and operational

effectiveness.

How we assess viability

When assessing the longer-term viability of

ITV, we considered:

• ITV’s strategy and business plan pages 9

and 2

• The principal risks and uncertainties page

49 to 53

• The Group’s financing facilities including

covenant clauses and future funding plans

page 46

• The long-range financial plan and cash

forecast

• Other sensitivity factors or risks which

have the potential to materially impact

liquidity and/or covenant headroom in the

assessment period

Based on this review a set of hypothetical

severe but plausible scenarios was developed.

These scenarios have then been modelled

against the first three years of the long range

financial plan and cash forecast, both

individually and collectively, in order to assess

viability.

Whilst all principal risks identified could have

an impact on ITV’s performance, the

scenarios reflect the specific risks which could

potentially impact the Group’s financial

position and viability during the period to 31

December 2027.

The output from this modelling was reviewed

by the Audit and Risk Committee in detail,

with a report from the Committee to the

Board to support the Board’s review and

approval. In reaching its view, the Board and

Committee also considered external views,

including analyst and other industry

commentary, to understand the wider market

views on the Group’s future prospects, and

the external auditor’s findings and

conclusions on this matter.

Assessment period for viability

The Board is of the view that a three year

assessment period (to 31 December 2027)

continues to be the most appropriate. The

factors the Board considered in adopting this

timeframe were as follows:

• ITV’s long-range financial and strategic

planning cycle

• Visibility over ITV’s advertising business is

short term. Advertising remains cyclical

and closely linked to the UK and global

economic growth and impacted by the

uncertain macroeconomic environment

• The commissioning process and life cycle

of programming gives the Studios division

a more medium-term outlook. However,

while non-returning brands are replaced

with new commissions, over time there is

less visibility as programmes can

experience changes in viewer demand or

come to a natural expiration

• Technology in the media industry

continues to rapidly change the demand

for content and also how it is consumed

• ITV’s business model does not typically

necessitate investment in large capital

projects that would require a longer-term

horizon assessment or returns

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

funding obligations, is agreed triennially

with the Trustees of the pension scheme

Assumptions applied

For the LTVS, we have assumed:

• EBITA impacts from LTVS scenarios flow

through to cash in full except for tax

savings at 25%, with the exception of

settlement impacts (in scenarios 4 and 5)

and scenario 5 remedial costs which

are assumed to be disallowable for

tax purposes

• Any settlements related to ongoing

litigation or fines will be treated as

exceptional items (and therefore excluded

from covenant calculations)

• No acquisitions are made (consistent with

‘Base case’)

• Dividends of ~5p per share maintained

throughout, resulting in ~£186 million of

dividends paid out per year

We have also assumed that the Credit Suisse

CDS facility of £300 million is available until

mid-2026, and is replaced by the Natwest

CDS facility, which increased from £50 million

to £125 million on 1 January 2025 and will

reach £200 million on 1 January 2026. This

means CDS capacity is currently £425 million

but will be £200 million from H2 2026

onwards.

Assessment scenarios

Taking into account current operational and

financial performance, the Board has

analysed the impact of the following

hypothetically severe but plausible scenarios.

These scenarios were assessed in isolation

and as combinations of two or three risks.

While the simultaneous occurrence of all

scenarios is not regarded as plausible, an

assessment of this extreme case was

undertaken to understand ITV’s resilience.

ITV plc Annual Report and Accounts 2024

Strategic Report Financial StatementsGovernance

Scenario Modelled

1+2 A significant and sustained downturn in advertising revenue from 2025, as a result of a decline in the advertising market and linear

viewing, driven by macroeconomic factors or increased competition from large streamers. In this scenario we also fail to replace the

advertising revenue lost as result of the confirmed restrictions on High in Fat, Salt or Sugar (HFSS) and potential restrictions on

other advertising categories (e.g. gambling and high-carbon products); and

Additionally, our Streaming strategy fails to fully deliver the expected consumption hours (for the AVOD element) or subscriber

growth (for the SVOD element), impacting revenue

Advertising revenues year-on-year (including AVOD)

(2025 vs 2024 – 3%; 2026 vs 2025 – 9%; 2027 vs 2026 – 11%)

Total EBITA impact in 2025 is £62 million, followed by an impact of £172 million in 2026 and £207 million in 2027.

Business area impacted: Media & Entertainment

Link to Principal Risks: Commercial, Changing Viewer Habits and Policy & Regulation

3 A number of key programme brands within the ITV Studios division are not recommissioned and new format growth does not

materialise

The scenario assumes key shows come to an end from 2025 (2025 EBITA impact: c. £16 million; 2026 EBITA impact c. £69 million and 2027

EBITA impact: c. £101 million).

Business area impacted: Studios

Link to Principal Risks: Content Market and Changing Viewer Habits

4 ITV is subject to a cyber-attack which results in a major operational disruption, critical system outage or loss of intellectual

property (IP), customer or business data

This scenario assumes that a class action is filed against ITV, following a major cyber-attack which results in a blank screen causing

£100m of lost advertising revenue, which requires a substantial compensation payment and results in a £100 million fine from the

Information Commissioner’s Office (ICO).

Business area impacted: Group

Link to Principal Risks: Commercial, Data, Cyber Security and Operational Resilience

5 Placeholder for major outflows related to litigation

This scenario does not refer to any specific ongoing litigation, with the impacts assessed in last year’s statement now either crystallised or

in plan, and includes a placeholder of a plausible but severe worst-case scenario outflow resulting from litigation of £30 million in 2026.

Business area impacted: Group

6 A combination of scenarios 1 to 3 above occurring simultaneously

This scenario would result in an EBITA impact of £78m in 2025, £241m in 2026 and £308m in 2027. Neither of our Revolving Credit Facility

(RCF) covenants (Net Debt or Interest Cover) are breached at any time during the assessment period.

Business area impacted: Group

Link to Principal Risks: Content Market, Commercial, Changing Viewer Habits and Policy & Regulation

Further detail on how we mitigate the principal risks is provided in the risk and uncertainties section (pages 49 to 53).

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

assessment period. Please refer to our Climate-related Financial Disclosures report for further detail (pages 54 to 57).

Viability assessment

Our balance sheet and liquidity position

remain strong. At 31 December 2024, this

comprised unrestricted cash of £427 million;

undrawn Revolving Credit Facilities (RCF) of

£500 million and £100 million available

throughout the viability period; and undrawn

bilateral facility/CDS of £350million. This

facility increased by £75 million to £425 million

on 1 January 2025, a level maintaineduntil the

end of 2025.It will thenincreaseto £500

million until the removal of one facility in

mid-2026, following which we will maintain

CDS capacity of £200 million.

During the viability period, the €600 million

Eurobond maturing September 2026 is

assumed to be refinanced.

We have considered both the individual

scenarios and various combinations of

the scenarios in order to assess viability.

Our modelling concludes that if all scenarios

were to occur concurrently (considered

implausible), ITV would continue to pass

all RCF-related covenants throughout

the assessment period and retain

considerable liquidity.

Potential mitigations

Mitigations available to management include

withholding dividends, reductions or

eliminations to staff bonuses or reducing

content spend. However, no mitigations are

required during the assessment period.

Viability Statement

Based on the above, the Board has a

reasonable expectation that ITV will remain

viable and be able to continue operations and

meet its liabilities as they fall due over the

three year period ending 31 December 2027.

The assessment has been made with

reference to ITV’s strategy and the current

position and prospects and risks.

The Strategic Report was approved by the

Board and signed on its behalf by:

Chris Kennedy

Group CFO and COO

6 March 2025

Dear Shareholder

I am pleased to present our Corporate

Governance Report for 2024.

Year in review

2024 was a busy year for ITV. The challenging

macro environment continued to impact

free-to-air broadcasters globally in an ever

changing media industry landscape.

Throughout the year, ITV has focused on

delivering its strategic priorities whilst

remaining adaptable in order to ensure

the long-term success of the Company.

The Board has been kept well informed on

managements plans to expand Studios,

supercharge streaming and optimise

Broadcast. Investment in our Studios division

and ITVX were balanced by delivery of a

complex internal efficiency and restructuring

programme, the focus of which was centred

around technology and product, central

services overheads and the content budget

for the year.

We held two Board Strategy days in June and

December. At both we reviewed the ongoing

relevance of the Strategy and considered

progress in its delivery against the rapidly

changing environment.

The Board remains committed to maintaining

effective corporate governance and integrity,

enabling us to deliver our Strategy for the

long-term benefit of our stakeholders.

The health and wellbeing of our colleagues

is a significant priority, supported by the

Board’s appointment of Graham Cooke as the

Workforce Engagement Director. His role is to

work closely with the colleague Ambassador

network and provide regular feedback to the

Board. For information on Graham’s role and

the Board’s workforce engagement activities

please see pages 78 to 79.

The Board sought to balance the interests of

all stakeholders throughout the year. The key

strategic issues considered and decisions

taken by the Board in 2024 are detailed on

page 68. An explanation on how the Board has

had regard to section 172 matters (including

certain key stakeholder considerations) is

detailed on page 69.

2025 Annual General Meeting

The 2025 AGM will be held on Tuesday 13 May,

at 11:00. The meeting arrangements are

available to view on the Company’s website.

I would like to take this opportunity to thank

my fellow Board members, the Group

Executive Committee and all of our

colleagues, who served during another

challenging year for the Group.

Andrew Cosslett

Chair

6 March 2025

Diversity

The Board fully recognises the importance

of diversity and inclusion of all kinds. We

continue to make progress against the core

initiatives of ITV’s Diversity Acceleration Plan,

launched in July 2020. In 2025, we will be

celebrating three years of our Diversity

Commissioning Fund. We are pleased with

our gender and ethnic diversity representation

on the Board, which exceeds the FCA Listing

Rules, Hampton-Alexander and Parker

targets. For more detail you can refer to our

UK workforce diversity data in the Diversity

and Inclusion report.

Culture

Good performance relies on the Company’s

culture being aligned with its purpose, values

and strategy. As ITV continues to become an

increasingly digital business and adopts new

ways of working to improve agility, the Board

recognises the importance of continuing to

foster and monitor the culture across the

organisation. Please see pages 80 to 83 for

the key ways in which the Board and its

Committees monitored culture during 2024.

Engaging with our stakeholders,

including our workforce

As a Board we focus on how we engage with all

of our stakeholders to ensure that we deliver a

positive impact. Relationships with our

stakeholders in the UK and internationally are

vital to building a successful and sustainable

business. My statement in the Strategic

Report sets out the ways in which we engaged

with stakeholders during 2024.

Shareholder feedback is regularly considered

during Board meetings and is an important

factor in decision-making. Members of the

Board meet regularly with shareholders

through one-to-one meetings, conferences

and at the Annual General Meeting when

shareholders are given the opportunity to ask

questions before and during the meeting.

Andrew Cosslett

Chair

Chair’s Governance Statement

ITV plc Annual Report and Accounts 2024

The 2018 UK Corporate Governance Code (the Code)

During 2024, the Company fully complied with all the provisions of the Code. The Code (July 2018), issued

by the Financial Reporting Council (FRC), and associated guidance are available on the FRC website at

www.frc.org.uk.

The Board notes the release by the FRC of the revised Corporate Governance Code 2024 and will work to ensure full compliance with all

elements of the new Code this year.

Taking each of the main headings of the Code:

Board leadership and Company purpose

The Board’s ultimate objective is the long-term sustainable success of the Company. Read more about our strategy in the Strategic Report

and how the Board achieves this through, amongst other things, stakeholder and workforce engagement (pages 69 to 79) and establishing a

clear and aligned Company purpose, strategy and values. Please also see pages 80 to 83 for how the Board assesses and monitors culture.

Division of responsibilities

The Board consists of two Executive Directors, eight independent Non-executive Directors and the Non-executive Chair, who was

considered independent on appointment to the Board. For Board meeting attendance, please see page 67. Additional external

appointments of Board members during 2024 received prior Board approval. The Directors’ other time commitments are in line with the key

institutional investor and investor body guidelines.

Composition, succession and evaluation

The Nominations Committee Report sets out its activities and areas of focus during 2024, including Board and management level

succession planning and recruitment, Board composition and skills, Board and Company diversity progress updates and the Board

evaluation which took place during the year.

Audit, risk and internal control

The Audit and Risk Committee Report describes the work of the Committee and how it discharges its roles and responsibilities. The

Committee reviewed the enterprise risk management framework, as well as assessing management’s review and strengthening of the

Group’s internal control framework across operating, reporting and compliance, in addition to financial and IT, applying an increase in focus

on IT general controls. The Committee also monitored the effectiveness of the external auditor, the internal auditor and the quality of

audits. The Company’s disclosures regarding risk management and internal controls are on pages 97 to 98 and details of how the

Committee focused on audit quality are set out on pages 100 and 101.

Remuneration

The Remuneration Report describes the work of the Remuneration Committee and sets out how executive remuneration is aligned to the

Company’s purpose, values and strategy. It also describes how the Committee considered workforce remuneration and related policies in

its decision-making regarding executive remuneration.

ITV plc Annual Report and Accounts 2024

Strategic Report Financial StatementsGovernance

Board of Directors

CAROLYN

MCCALL

CHRIS

KENNEDY

ANDREW

COSSLETT

SALMAN

AMIN

EDWARD

BONHAM CARTER

Committee

membership

Audit and Risk

Nominations

Remuneration

Terms of engagement for the

Non-executive Directors and

written responsibilities

fortheChair, Chief Executive and

SeniorIndependent Director are

available onourwebsite:

itvplc.com/investors/governance

ANDREW COSSLETT CBE

Chair, Chair of the Nominations Committee

Appointed: 1 June 2022

Key areas of expertise: Business

Transformation, Media and Media IP, Strategy,

Remuneration, People and Talent

Key skills and experience: Andrew is an

experienced chair who has spent his career in a

range of consumer-facing sectors. His early

career was with Unilever in a variety of branding

and marketing roles. He then spent 14 years at

Cadbury Schweppes in senior international roles

before becoming Chief Executive Officer (CEO)

for InterContinental Hotels Group (IHG). Andrew

was at IHG for six years, creating value by

leveraging the power of its brands alongside

executing a programme of significant

transformational and cultural change. He served

as CEO for Fitness First, where he was

instrumental in successfully repositioning the

business and brand. Andrew served as a

Non-executive Director of the Rugby Football

Union (RFU) from 2012, where he was appointed

Chairman from 2016 until 2021. Andrew was

appointed to the Board of Kingfisher plc in June

2017 where he served as Chair before stepping

down in 2024. Andrew received a CBE for

services to the RFU in the 2022 New Year’s

Honours List.

Current external appointments: N/A

CAROLYN MCCALL

Chief Executive

Appointed: 8 January 2018

Key areas of expertise: Business

Transformation, Creative Industry, Digital, Media

and Media IP, Regulation and Public Policy,

Strategy, People and Talent

Key skills and experience: Between 2010 and

2013, Carolyn was CEO of easyJet, leading a

turnaround that resulted in a customer-focused

airline that made things easy and affordable for

passengers. The share price quadrupled during

her tenure. From 2006 to 2010, Carolyn was CEO

of the Guardian Media Group, leading six

Divisions and creating the investment trust that

has helped to secure the Guardian’s financial and

editorial independence. From 2002, she was CEO

of Guardian Newspapers Ltd. Carolyn joined the

Board of the Royal Opera House Covent Garden

Foundation in 2024 and sits on the Finance and

Commercial Committee. She also currently

serves as a Non-executive Director (NED) on the

Board of Bridgepoint Group plc, and is the newly

appointed President of The Marketing Society.

She has previously served as a NED of Burberry,

Tesco, Lloyds TSB and New Look Group plc. She

served as a Trustee of the Royal Academy for

eight years, and chaired their Corporate Advisory

Board during this time. In 2016, she was awarded

a DBE for services to the aviation industry and

received an OBE in 2008 for services to women

in business. She was named Veuve Clicquot

Businesswoman of the Year in 2008 and has

received awards for business leadership

from the Evening Standard, City AM and

Management Today.

Current external appointments: Non-executive

Director of Bridgepoint Group plc and Trustee at

the Royal Opera and Ballet.

SALMAN AMIN

Independent Non-executive Director

Appointed: 9 January 2017

Key areas of expertise: Business,

Transformation, Digital, Media and Media IP,

Strategy, Remuneration, People and Talent,

Sustainability and ESG

Key skills and experience: Salman brings to the

Board a wealth of experience in global

businesses having worked for over 40 years

managing global brand advertising and media

spend. Previously he was CEO at Pladis, COO,

Global Commercial Division at SC Johnson &

Son, and has held positions at Procter & Gamble

and PepsiCo. Salman stepped down from the

Board on 25 February 2025.

Current external appointments: N/A

CHRIS KENNEDY

Group CFO and COO

Appointed: 21 February 2019

Key areas of expertise: Business

Transformation, Creative Industry, Digital,

Finance and Treasury, Audit, Sustainability and

ESG, Media and Media IP, Strategy, Technology

and Data

Key skills and experience: Chris has a strong

media background, holding senior management

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

experience in executing and driving strategy has

played a key role in ITV’s digital acceleration into

Phase Two of the More Than TV strategy, and

ensuring ITV’s transformation into a successful

digitally led media and entertainment company,

as well as driving a rationalisation/cost savings

initiative. He was previously Chief Financial

Officer of Micro Focus International plc, ARM

Holdings and easyJet plc, where he spent five

years and was voted FTSE 100 CFO in 2015.

As the business continues to evolve and develop,

he took on the broader role of Chief Operating

Officer and Chief Finance Officer in

December 2021.

Current external appointments: Non-executive

Director of Whitbread plc (to June 2025),

Associate Non-executive Director of the Great

Ormond Street Hospital for Children NHS

Foundation Trust, Non-executive Director

of Tesco plc (from February 2025) and Trustee

of the EMI Group Archive Trust.

EDWARD BONHAM CARTER

Senior Independent Director

Appointed: 11 October 2018

Key areas of expertise: Business

Transformation, Finance and Treasury,

Sustainability and ESG, Strategy, People and

Talent, Audit, Remuneration

Key skills and experience: Edward brings to the

Board a wide range of City experience and

invaluable insight into the understanding of

stock markets and investor expectations. He

started his career at Schroders as an investment

analyst before moving to Electra Investment

Trust where he was a fund manager. He was

previously a Non-executive Director and Senior

Independent Director at Land Securities Group

plc before stepping down from this role in 2024.

Prior to that Edward was the Vice Chairman of

Jupiter Fund Management plc.

Current external appointments: Trustee of The

Esmee Fairbairn Foundation and Chairman of

Netwealth Investments Ltd.

ITV plc Annual Report and Accounts 2024

GRAHAM

COOKE

DAWN

ALLEN

MARGARET

EWING

SHARMILA

NEBHRAJANI

GIDON

KATZ

MARJORIE

KAPLAN

MARGARET EWING

Independent Non-executive Director,

Chair of the Audit and Risk Committee

Appointed: 31 October 2017

Key areas of expertise: Business

Transformation, M&A, Finance and Treasury,

Audit, Sustainability and ESG, Strategy,

Regulation and Public Policy

Key skills and experience: Margaret has

extensive experience in financial accounting,

corporate finance, and strategic and corporate

planning, having served as a Managing Partner of

Deloitte LLP and Chief Financial Officer of BAA

plc and Trinity Mirror plc. Margaret also held

Non-executive Director and Audit Committee

positions with Standard Chartered plc and

Whitbread plc and was an external member of

the Audit and Risk Committee of the John Lewis

Partnership. Margaret’s skills and experience

give her substantial insight into the Company’s

reporting and risk management processes.

Current external appointments: Non-executive

Director of International Consolidated Airlines

Group, S.A. and Senior Independent Director of

ConvaTec Group plc.

GRAHAM COOKE

Independent Non-executive Director,

Workforce Engagement Director

Appointed: 1 May 2020

Key areas of expertise: Business

Transformation, Digital, Media and Media IP,

Strategy, Technology and Data

Key skills and experience: Graham has

extensive technical and digital experience, a

focus in user-centric product design, coupled

with in-depth knowledge of the e-commerce and

digital sectors. He is the founder of Qubit, the

leading provider of e-commerce personalisation

technology. Prior to founding Qubit, he spent five

years working at Google. His most recent role

there was as global leader on Google’s strategy

for conversion rate improvement. Graham has

been working with web technology since 1995,

designing and building websites with emergent

technology.

Current external appointments: Non-executive

Director of RWS Holdings PLC.

DAWN ALLEN

Independent Non-executive Director

Appointed: 2 October 2023

Key areas of expertise: Business

Transformation, Digital, Finance and Treasury,

Audit, Strategy, Technology and Data

Key skills and experience: Dawn has extensive

financial, commercial and international

experience, having held global roles in large-

scale businesses across consumer-related

sectors. In November 2024, Dawn was appointed

as Chief Financial Officer of Haleon plc. Prior to

this she held the position of CFO at Tate & Lyle

plc from 2022, where she was heavily involved in

developing the global strategy, digital

capabilities and processes. Her previous

experience includes a 25-year career at Mars Inc.

where she was more recently Global CFO and

Vice President of Global Transformation.

Current external appointments: Chief Financial

Officer of Haleon plc.

SHARMILA NEBHRAJANI

Independent Non-executive Director,

Chair of the Remuneration Committee

Appointed: 10 December 2020

Key areas of expertise: Business

Transformation, Digital, Finance and Treasury,

Audit, Sustainability and ESG, Media and Media

IP, Regulation and Public Policy, Strategy,

Remuneration, People and Talent

Key skills and experience: Sharmila has strong

public sector, commercial, government and

non-profit experience across a wide range of

sectors, including utilities, financial services,

media, global health and medical research.

Earlier in her career, she held the post of Chief

Operating Officer at BBC Future Media &

Technology, where she managed the business

functions of bbc.co.uk, including the launch of

iPlayer. Sharmila studied medicine at the

University of Oxford, is a chartered accountant

and was made an OBE in 2014 for services to

medical research.

Current external appointments: Non-executive

Director of Severn Trent plc, Non-executive

Director of Coutts & Co, Non-executive Director

of Halma plc and Chairman of National Institute

for Health and Care Excellence.

GIDON KATZ

Independent Non-executive Director

Appointed: 18 July 2022

Key areas of expertise: Business

Transformation, Digital, Finance and Treasury,

Audit, Strategy, Technology and Data

Key skills and experience: Gidon has extensive

digital and streaming services experience, along

with in-depth knowledge of tech product and

platform businesses, having been responsible

for the transformation of Now TV in the UK and

the development and highly successful launch

of Peacock. He joined Roku in 2022 as Senior Vice

President of Consumer. Prior to joining Roku he

was President of Direct to Consumer for NBCU,

launching Peacock in the US. Before moving to

the US, Gidon led Sky’s streaming service ‘Now’

for six years, having previously launched Virgin

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

the University of Cambridge and an MSc in

International Relations from The London School

of Economics and Political Science.

Current external appointments: SVP, Platform

Products and User Experience, Roku.

MARJORIE KAPLAN

Independent Non-executive Director

Appointed: 1 September 2023

Key areas of expertise: Business

Transformation, Creative Industry, Media and

Media IP, Strategy

Key skills and experience: Marjorie has

extensive brand, content and audience strategy

experience, having spent 20 years as a senior

executive in the global media industry at

Discovery (now Warner Bros Discovery) where

she oversaw dramatic growth at multiple major

networks in the US, building new franchises and

unlocking revenue opportunities across

platforms, and then was responsible for strategy,

coordination and execution of the International

Division’s global content activities across the

portfolio worldwide. She has substantial

experience in both the US and Europe with a

track record as a change agent, transforming and

growing global brands and businesses, and

building vibrant organisations. She served as a

Non-executive Director at ProSieben where she

stepped down in April 2024.

Current external appointments: Non-executive

Director of ARTDAI and Senior Executive Mentor

at Merryck & Co.

ITV plc Annual Report and Accounts 2024

Strategic Report Financial StatementsGovernance

Group Executive Committee

JULIAN

BELLAMY

DAVID

OSBORN

KYLA

MULLINS

KE LLY

WILLIAMS

PAUL

MOORE

SIMON

FARNSWORTH

KYLA MULLINS

General Counsel and Company Secretary

Appointed: January 2019

Experience: Kyla joined ITV as General Counsel

and Company Secretary and member of the

Management Board in 2019.

She has responsibility for legal, company

secretariat, compliance and regulatory matters

across the ITV Group.

Prior to joining ITV, Kyla held senior legal

positions in the media, entertainment, strategic

outsourcing and aviation sectors. She was

General Counsel and Company Secretary at

easyJet plc and Mitie Group plc; Global General

Counsel of EMI Music; and Group Legal Director

at ITV plc and Granada Media. Kyla is currently

Chair of Independent Television News (ITN) and

is also a Non-executive Director on the Board

of Northern Ballet.

JULIAN BELLAMY

Managing Director, ITV Studios

Appointed: February 2016

Experience: Julian joined ITV in 2014 as

Managing Director of ITV Studios in the UK.

Hewas promoted to Managing Director of ITV

Studios and appointed to the Management

Board in February 2016.

He has responsibility for running ITV’s global

production and distribution business that

creates, produces and sells finished programmes

and formats in the UK and internationally.

Julian’s previous roles included Creative Director

and Head of Commissioning at Discovery

Networks International, Head of Programming at

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

He also spent time as Channel 4’s Head of

Factual Entertainment and was a commissioning

editor of Channel 4 News and Current Affairs.

DAVID OSBORN

Group People Director

Appointed: October 2014

Experience: David joined ITV as the HR Director

for ITV Studios in 2011, leading the HR agenda for

the ITV Studios Division through the early stages

of transformation. In 2014 he was promoted to

Group HR Director and appointed to the

Management Board. To reflect an increased

portfolio, in 2022 David became Chief People

Officer and was responsible for the People

Strategy for ITV globally and for Health, Safety

and Security and Duty of Care. In addition, he led

the Human Resources, Workplace Services and

Pensions teams. David will be stepping down

from his role as Group People Director in 2025.

SIMON FARNSWORTH

Chief Technology Officer

Appointed: January 2024

Experience: Simon joined ITV as Chief

Technology officer and member of the

Management Board in January 2024. He has

overall responsibility for technology strategy

andimplementation.

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

Chief Technology Officer and prior to that held

key roles at Discovery Globecast Australia and

Telstra Broadcast Services.

KELLY WILLIAMS

Managing Director, Commercial

Appointed: December 2014

Experience: Kelly joined ITV in 2011 as Group

Commercial Director. He was promoted to

Managing Director Commercial and appointed

to the Management Board in 2014. He is the Chair

of Thinkbox, the marketing body for commercial

TV in the UK, a member of the BARB Strategy

Board and sits on the RTL AdAliance

International Board.

He has responsibility for all commercial

advertising deals across the ITV family of

channels.

Prior to joining ITV, Kelly was the Sales Director at

Channel 5 and prior to that held various positions

at UKTV, Sky and Thames Television.

PAUL MOORE

Group Communications and Corporate Affairs

Director

Appointed: July 2018

Experience: Paul joined ITV as Group

Communications and Corporate Affairs Director

and a member of the Management Board in 2018.

He has responsibility for all Group

communications including corporate and internal

communications, public affairs, programme

publicity and the Social Purpose strategy.

Prior to joining ITV, Paul was the Communications

and Public Affairs Director at easyJet plc for

eight years and before this worked for FirstGroup

and Virgin Atlantic Airways where he was Director

of Corporate Affairs for ten years. Paul first

started his career as a civil servant and worked

for the Department of Transport.

1 Following a Governance review in November 2024, the Management Board rebranded as the Group Executive Committee

ITV plc Annual Report and Accounts 2024

KEVIN

LYGO

CHRIS

KENNEDY

CAROLYN

MCCALL

ADE

RAWCLIFFE

MAGNUS

BROOKE

ADE RAWCLIFFE

Chief People Officer

Appointed: September 2020

Experience: Ade joined ITV as Head of Diversity

Commissioning in 2017. She was later promoted

to Director of Creative Diversity, before taking on

the role of Group Director of Diversity and

Inclusion and joining the Management Board in

2020. At the beginning of 2025, Ade took on the

role of Chief People Officer. As Chief People

Officer, Ade will take responsibility for the Group

Human Resources and Global Risk Operations

teams, including Duty of Care, in addition to her

DE&I responsibilities.

Ade is currently a Board Member of Independent

Television News (ITN) Trustee of BAFTA,

Chair of BAFTA’s Learning, Inclusion and

Talent Committee, and a Trustee of the

Chineke! Foundation

KEVIN LYGO

Managing Director, Media & Entertainment

Appointed: August 2010

Experience: Kevin joined ITV as Managing

Director of ITV Studios and a member of the

Management Board in 2010. He became Director

of Television in February 2016 and in October

2020 he was appointed Managing Director of the

newly created Media & Entertainment Division.

As well as having overall responsibility for the

Media & Entertainment Division, Kevin continues

to run the Broadcast business unit (one of the

two business units making up the Division) and

tooversee the commissioning of popular

programming delivering ITV’s USP of mass reach.

Kevin’s previous roles included Director of

Television and Content at Channel 4, Director

ofProgrammes at Channel 5 and a number

ofpositions at the BBC, including Head of

Independent Commissioning for Entertainment.

CAROLYN MCCALL

Chief Executive

Appointed: January 2018

Experience: Biography on page 62.

CHRIS KENNEDY

Group CFO and COO

Appointed: February 2019

Experience: Biography on page 62.

MAGNUS BROOKE

Director of Strategy, Policy and Regulation

Appointed: February 2021

Experience: Magnus joined ITV in 2006 and was

promoted to the Management Board in February

2021.

He has Board responsibility for ITV’s strategy,

policy and regulatory teams, which includes

overseeing ITV’s corporate strategy

development and leading on interaction with

UKand European regulators, government and

parliamentary committees.

From 2014 to 2019 Magnus was Chairman of

the Board of the Brussels-based Association

of Commercial Television in Europe, which

represents Europe’s commercial broadcasters

tothe EU institutions. Magnus is a Director

and Chair of the Remuneration Committee

of Everyone TV (formerly DUK) which runs the

Freeview and Freesat platforms and he was a

Non-executive Director of the news provider

Independent Television News (ITN) for three

years from 2019 to 2022.

Prior to joining ITV Magnus was Head of the BBC

Director General’s Office. He began his career

asa solicitor specialising in regulatory and

competition law at City of London law firm

Ashurst, where he also trained.

ITV plc Annual Report and Accounts 2024

Strategic Report Financial StatementsGovernance

OUR RISK OVERSIGHT AND GOVERNANCE STRUCTURE AT A GLANCE

Corporate governance

The written responsibilities of the Chair, Senior Independent Director and

ChiefExecutive are available on the ITV plc website: www.itvplc.com

The PLC Board

Responsible for providing leadership to the Group’s business, including setting the Group’s purpose, strategy and values and promoting

its long-term sustainable success.

PLC Board Committees

The terms of reference for each Committee are documented and agreed by the PLC Board. These terms of reference are reviewed

annually and are available on our website: www.itvplc.com/about-itv/corporate-governance/terms-of-reference

Nominations

Committee

See the

Nominations

Committee

Report.

Report can be

found from

page 87

Remuneration

Committee

See the

Remuneration

Report.

Report can be

found from

page 102

Audit and Risk

Committee

See the

Audit and Risk

Committee

Report.

Report can be

found from

page 90

Disclosure

Committee

Consists of the Chair

of the Board, Chief

Executive, Audit and

Risk Committee Chair,

Group CFO & COO, and

General Counsel &

Company Secretary.

The Director of

Investor Relations

also attends meetings.

The Committee assists

the Company in

meeting its disclosure

obligations, reviews

and approves

regulatory and other

announcements

before publication

but post the Board’s

approval given

subject to final

agreed changes.

Our Ambassador

Network

Discusses and inputs

into significant

proposals and

initiatives impacting

our colleagues.

Our designated

Workforce

Engagement Director

reports back to the

Board on the Network’s

activities and his

engagement with the

Network.

Ambassador

Update can be

found from

page 78

Group Executive Committee

Led by the Chief Executive, the Group Executive Committee members assist in providing strategic direction to the Company as well as

overseeing and driving the overarching Group financial and operational performance. The Group Executive Committee balances the

needs and resources of the business divisions to make decisions based on what’s best for ITV as a whole.

The Group Executive Committee is

supported by the:

- Duty of Care Operating Board

- Group Investment Committee

- AI Governance Committee

- Risk Committee

Studios Board

Responsible for making strategic and

operational decisions, including

developing and implementing strategic

objectives and operational plans.

Monitoring operational and financial

performance and assessing reputational,

ESG and risk topics in line with the

Group’s relevant risk framework to

promote the overall strategic initiatives

to grow UK and global production.

Media & Entertainment Board

Responsible for making strategic and

operational decisions relating to the M&E

business, including developing and

implementing strategic objectives and

operational plans, monitoring operational

and financial performance, assessing

reputation, ESG and risk topics in line

with the Group’s relevant management

frameworks, to promote the overall

strategic initiatives to transform M&E.

ITV plc Annual Report and Accounts 2024

PLC BOARD AND COMMITTEE MEMBERSHIP AND ATTENDANCE

PLC Board and Committee membership and attendance at scheduled meetings in 2024 is set out below.

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

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

to discuss matters relevant to the Group. The Non-executive Directors met with the Chief Executive to discuss Group Executive talent

and succession.

BOARD SKILLS AND EXPERIENCE

Business transformation

Creative industry

Digital

Finance and Treasury

Audit

Sustainability and ESG

Media and Media IP

Regulation and Public Policy

Strategy

Technology and Data

Remuneration

People and Talent

GROUP EXECUTIVE COMMITTEE COMPOSITION

GENDER ETHNICITY DISABILITY

Men 7

Women 2

People of Colour 1

White 8

Disability or long-term

health condition 2

No disability or long-term

health condition 7

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

composition numbers above

Includes Directors who served in the year

BOARD COMPOSITION AS AT 31 DECEMBER 2024

GENDER ETHNICITY DISABILITY BOARD TENURE AGE

Men 6

Women 5

People of Colour 2

White 9

Disability or long-term

health condition 1

No disability or long-term

health condition 10

0–2 years 2

2–5 years 4

5–9 years 5

36–45 1

46–55 1

56–65 6

66–75 3

* Indicates where a Director has attended all

or part of a PLC Board or Committee

meeting by invitation (i.e. when not a

member or prior to being a Director). The

Executive Directors did not attend parts of

any Committee meeting where to do so

would result in a conflict of interest.

A number of ad hoc Board and Committee

meetings were held during 2024, though

these are not reflected in this table

1. In June and December half-day strategy

sessions were held with a scheduled

Board meeting held on the same day.

Together these are included in the table

as one meeting

2. Edward Bonham Carter stepped down from

the Audit and Risk Committee in May 2024

Attendance at scheduled meetings

Committee members PLC Board

Audit and Risk Remuneration Nominations Disclosure

Andrew Cosslett (Chair) 8/8 5/5* 6/6 3/3 4/4

Dawn Allen 8/8 5/5 – – –

Salman Amin 8/8 – 6/6 3/3 –

Edward Bonham Carter

8/8 2/5 6/6 3/3 –

Graham Cooke 8/8 5/5 – 3/3 –

Margaret Ewing 8/8 5/5 – 3/3 4/4

Marjorie Kaplan 8/8 – – – –

Gidon Katz 8/8 – – – –

Chris Kennedy 8/8 5/5 3/6* 3/3* 4/4

Carolyn McCall 8/8 2/6* 3/3* 4/4

Sharmila Nebhrajani 8/8 – 6/6 3/3 –

ITV plc Annual Report and Accounts 2024

Strategic Report Financial StatementsGovernance

Corporate governance continued

KEY STRATEGIC MATTERS CONSIDERED BY THE BOARD IN 2024

Stakeholder groups

Shareholders (including debt providers)

Colleagues

Partners

Citizens

Programme participants

Viewers and subscribers

Customers (including advertisers)

Legislators and regulators

Link to principal risks Link to key stakeholders

SUPERCHARGE STREAMING

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

subscription streaming platform for ITVX

1, 2, 3, 4, 7, 8, 9 S C P VC CT LR

OPTIMISE BROADCAST

A review of viewing trends and insights and approval of certain talent contract renewals 1, 2, 3, 9 S P CZ PP VC CT

A review of Sports Rights and approval to acquire 1, 2, 3, 4, 9 S P CZ PP VC CT

EXPAND STUDIOS GLOBALLY

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

changing rights models

1, 2, 3, 9, 12 P VC CT

Launch of Digital Media Studio Zoo55, with further monetised FAST and Social channels and a

gaming arm

1, 2, 3 P VC CT

PERFORMANCE

Review of capital structure, liquidity, investor proposition and valuation 1, 2, 3, 5, 6, 11, 12 S LR

Approved share buyback programme 2 S

Reviewed and approved trading results and financial reporting All principal risks S LR

Reviewed and approved the 2025 budget and five year plan All principal risks S C P CZ PP VC CT LR

Evaluation of business operations to optimise opportunities and performance including deep

dives into value drivers

1, 2, 3, 4, 7, 8, 9, 12 S C P

Partnerships and distribution review 1, 2, 3, 4 S C P

Strategic restructuring and efficiency programme 2, 3, 9, 12 S C P VC CT

Evaluation of merger, acquisition and divestment opportunities and review of investments 1, 2, 3, 5, 6, 11, 12 S P

Principal and emerging risks review and updates All principal risks S C P CT LR

Investor engagement and insight N/A S C LR

REGULATION

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

regulations, Corporate Sustainability Reporting Directive and corporate governance reforms.

These continue to be kept under close review along with other issues that could have a potential

short, medium and long-term impact on the business

5, 6, 7, 8, 10, 11, 12 S C LR

OTHER

The impact and governance of Artificial Intelligence 8 C P CZ VC C LR

Speaking Up monitoring and update 10 C CZ PP VC

Crisis management processes and protocols 12 S C CZ VC CT

Legal and compliance updates, including a review of Group compliance, data privacy and

protection, HR and governance policies

5, 6, 7, 8, 10, 11, 12 S C LR

Climate-related risks and short to medium-term impacts, reporting on ESG matters 5, 6, 11 S C CZ VC CT

Diversity Equity and Inclusion, alignment with the ITV Strategy (continue to drive mainstream

disability accessibility and building an inclusive culture)

5, 6, 9, 10 S C CZ VC

Cyber Security – fraud prevention strategy 4, 7 S C P CZ PP VC CT LR

Transformation Office progress review and updates 6, 12 S C

For further information on principal risks please see pages 49 to 53

ITV plc Annual Report and Accounts 2024

Stakeholder engagement and decision making

We ensure that we engage with our stakeholders as it is fundamental to the successful delivery of our strategy. The Board’s clear understanding of

stakeholders’ issues, expectations and perspectives ensures that stakeholder views are carefully considered during decision making processes.

The Board both directly engages with relevant stakeholders and assesses details provided by management and other colleagues. This allows the

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

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

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

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

to engagement with them. The Board also provides feedback on areas needing more focus as part of our Board evaluation process.

S172 statement – In accordance with the requirements of Section 172 of the Act, the directors consider that, during the financial year ended

31 December 2024, they have acted in a way that they consider, in good faith, would most likely promote the success of the company for the

benefit of its members as a whole, having regard to the likely consequences of any decision in the long term and the broader interests of other

stakeholders, as required by the Act. The following pages set out how each of these factors, and each of our stakeholders, are taken into

consideration when determining ITV’s strategy.

(a) Long-term

impact

(b) Interests of

colleagues

business

relationships

(d) Impact on

community

and environment

(e) Maintaining

reputation for

high standards of

business conduct

(f) Acting fairly

between

members

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

S172 Further Information Can Be Found

The Likely

consequence of

any decisions in

the long term

Business Model: pages 2 to 3

Our Strategy: pages 8 to 11

Stakeholder Engagement: pages 69 to77

Impact of

operations on

the community

and environment

Business Model: pages 2 to 3

Stakeholder Engagement: pages 69 to 77

Climate Related Disclosures: pages 54 to 57

Interest of

Employees

Business Model: pages 2 to 3

Stakeholder Engagement: pages 69 to 77

People and Culture: pages 35 and 80 to 83

Remuneration Report: pages 102 to 123

Maintaining a

reputation for

high standards

of business

conduct

Business Model: pages 2 to 3

Climate Related Disclosures: pages 54 to 57

Risk Management: page 49

Audit and Risk Committee Report:

pages 90 to 101

Fostering the

Company’s

business

relationships

with suppliers

customers and

others

Business Model: pages 2 to 3

Stakeholder Engagement: pages 69 to 77

Our People: page 35

Acting fairly

between

members of the

Company

Business Model: pages 2 to 3

Stakeholder Engagement: pages 69 to 77

Remuneration Report: pages 102 to 123

Set out below are a couple of examples of some of the key strategic issues considered by the Board during the year and, in reaching their decision,

how the Directors have had regard to the S172 factors:

SHARE BUYBACK

Directors’ consideration of key factors set out in section 172(1) Outcomes of Board decision-making and other key strategic decisions

To promote the success of ITV, the Board carries out frequent market

reviews, keeps abreast of emerging trends and, where judged necessary,

will modify the Strategy in order to deliver its plan and safeguard the

long-term business impact and the interests of its members and

stakeholders.

The Board constantly considers how to increase shareholder value and

improve shareholder sentiment and listens carefully to the views of

shareholders. Shareholder views and sentiment were key in the Board’s

decision to launch a share buyback programme as a step to help optimise

the Company’s capital structure.

Following extensive analysis, modelling and careful consideration, which

included the financial implications and impact on key stakeholders,

customers, investors and colleagues, the Board recognised that a share

buyback would be in the best interests of our stakeholders.

To ensure that the share buyback delivered the desired outcome, the

Board kept close review on the progress by regular updates from the

Executive Board members.

ITV plc Annual Report and Accounts 2024

Strategic Report Financial StatementsGovernance

Stakeholder engagement and decision making continued

STRATEGIC RESTRUCTURING AND EFFICIENCY PROGRAMME

Directors’ consideration of key factors set out in section 172(1) Outcomes of Board decision-making and other key strategic decisions

In 2024 the Board approved a cost saving and restructuring programme.

The Board believed that the programme was necessary to allow ITV to

thrive in a turbulent market, enabling ITV to continue creating and

showcasing great content, delivering a positive long-term impact and

safeguarding the interests of its shareholders. Along with the cost control

measures, the restructuring element of the programme has delivered

significant savings across the business.

The Board received regular updates during the programme design and

through implementation, taking into consideration the impact on

colleagues and culture and the disruption to the business and existing

systems.

Our Workforce Engagement Director, Graham Cooke, attended several

Ambassador meetings to ascertain the impact on colleagues, hearing

first hand the response to the measures.

The Board received regular updates on management communication

and engagement plans with colleagues, partners and suppliers. Feedback

from colleagues was regularly sought to allow the Board, on becoming

aware of certain challenges being faced by colleagues, to support

management in revising the implementation plans. This demonstrated

the Board’s commitment to take account of the interests of colleagues

as well as its other stakeholders.

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

engagement mechanisms used in 2024.

VIEWERS AND SUBSCRIBERS

Description Link to strategic priorities

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

has been pivotal in shaping the Company’s strategy.

Optimise Broadcast;

Supercharge Streaming:

see Our Strategy

Forms of engagement Outcomes and impact on principal decisions

Board and Committee reviews and assessments

• Reviewing analysis of target audiences and viewing habits at Board strategy sessions, with

a particular focus on increasing reach (MAUs) and engagement (Streaming Hours) on ITVX

• Regular Chief Executive reports to the Board on viewing and streaming figures, with a

focus on our primary KPIs: MAUs, Streaming Hours and Digital Revenues (including

addressable advertising revenues)

• Regular sessions on viewer performance, including viewer trends and updates on ITVX

performance covering Content, Commercial and Viewer Experience (Product, Distribution

and Marketing)

• Regular reviews at Group Executive Committee and Divisional Board meetings of viewer

sentiment, monitoring linear and streaming performance (against KPIs of Share of

Commercial Viewing, MAUs and Streaming Hours); compliance reports and Ofcom

reports

• Feedback from Viewer Services (which serves as a conduit for viewers to channel their

comments and/or concerns) reviewed by members of the Group Executive Committee

and senior ITV employees, to monitor the overall complaint process

• Growing, enhancing and integrating our ad-funded and

subscription streaming services on ITVX, through

investment in product, content, distribution, data,

technology and analytics

• Ongoing optimisation of our Broadcast (Linear) offering

to preserve the advertising value of Mass Simultaneous

Reach while also identifying areas of operational

efficiencies given structural changes in viewing behaviours

• Launch of Zoo55 to accommodate growth in Social Video,

YouTube and FAST Channels and maximise value from our

content across all audiences

• Application of one content budget across the M&E

division to allow the business to optimise its content

across Broadcast and Streaming (including windowing)

and accommodate all audiences

• Flexibility to make changes to schedules to enhance

viewing performance

• Board discussions benefited from Graham Cooke’s

technical, digital and commercial expertise. The Board

also benefited from Gidon Katz and Marjorie Kaplan’s

streaming knowledge and content expertise

Key issues or priorities identified For more information

• Changing viewer habits (a principal risk)

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

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

of information

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

Our Business Model (from page 2)

Key Performance Indicators (from page 12)

Social Purpose strategy (from page 31)

Risks and Uncertainties (from page 49)

ITV plc Annual Report and Accounts 2024

CUSTOMERS (INCLUDING ADVERTISERS)

Description Link to strategic priorities

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

our content and delivering on our strategy.

Expand Studios globally;

Supercharge Streaming:

see Our Strategy

Forms of engagement Outcomes and impact on principal decisions

Meetings and presentations

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

whom are also buyers of Studios content)

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

Committee with advertisers and agencies through key ITV and industry events

• Meetings between members of the Group Executive Committee and senior ITV

employees with potential buyers of Studios content

• Pride of Britain Awards

• Key engagement in RTS London

Board and Committee reviews and assessments

• Review of the advertising market and content spend

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

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

streaming ambitions, including feedback from clients; subscription streaming market

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

across territories, regular ITVX’s launch updates

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

including ITV’s engagement and relationship initiatives with its advertisers and agencies,

and potential growth opportunities for the Studios business

• Regular reports to the Board on Commercial and Studios performance by the

Chief Executive

• Regular updates on the upcoming content being produced by the Studios business

• Strengthened customer proposition and priorities for

the Supercharge Streaming strategy. Board discussions

benefited from Gidon Katz’s streaming knowledge

and expertise

• Board support for the launch of addressable advertising

initiatives on both ITVX and linear. Board discussions on

this topic benefited from Graham Cooke’s digital expertise

• Endorsement of innovative initiatives in response to

advertisers’ and agencies’ desired outcomes,

assessments and recommendations to manage risk and

opportunities associated with the growing subscription

streaming market. Board discussions on this topic

benefited from Salman Amin’s commercial expertise

• Investment in ITV AdVentures Media for Equity initiative,

offering TV advertising to potential leading, high-growth,

digital-first companies in the UK in return for equity

• Endorsement of recommendations to deliver growth

in Studios, including investment in, and creation of,

new Studios labels to cater to growing markets and

customer base

Key issues or priorities identified For more information

• Continuing to promote ITVX and the content investments made during the year

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

opportunities

• Delivery of audience profile and size to optimise advertising sales

• Maintenance of commercial broadcaster relationships and further developing scripted

talent (a priority for streamers in some markets)

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

• Continuing to educate our customers on the effectiveness of TV advertising (including

impact of TV advertising versus online advertising)

Our Business Model (from page 2)

Key Performance Indicators (from page 12)

Risks and Uncertainties (from page 49)

ITV plc Annual Report and Accounts 2024

Strategic Report Financial StatementsGovernance

Stakeholder engagement and decision making continued

PARTNERS (INCLUDING SUPPLIERS, OTHER BROADCASTERS AND PLATFORM OWNERS)

Description Link to strategic priorities

Strong relationships with our partners are fundamental to our business and operating model, and to ensure

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

Optimise Broadcast: see Our

Strategy

Forms of engagement Outcomes and impact on principal decisions

Meetings and presentations

• Executive Director engagements with key suppliers and partners (including broadcaster

and distribution partners)

• Regular Chief Executive counterpart meetings with key partners

• Chief Executive hosted a dinner for commercial clients

• Chief Executive hosted Senior client dinner for agency clients

• Chief Executive attendance at the Sky Summer Reception

• Chief Executive spoke at the Pride of Britain Awards

• Chief Executive attendance at the Essence Mediacom Senior Client dinner

• Chief Executive spoke at the Citi Conference

• Chief Executive attendance at the ETV CEO Summit

• Executive Directors’ attendance at the JP Morgan European Technology, Media and

Telecoms Conference

Board and Committee reviews and assessments

• Board strategy sessions on the impact of the Supercharge Streaming strategy on third

parties (including PSBs, suppliers and platform owners)

• Board oversight of significant contracts with suppliers or partners

• Board updates on engagement with third-party suppliers, including supplier management

policies, processes and controls

• Updates at every Board meeting from the Chief Executive on key/strategic partner

relationships and Group CFO & COO on important negotiations with key partnerships

• Annual Board review of ITV’s Modern Slavery Statement, including report on steps taken

to identify, address and prevent modern slavery in our operations and supply chains

• Audit and Risk Committee review of the Group’s supplier payment practices and the

procedures in place to safeguard both ITV and suppliers from fraud

• Development of ITV’s Partnership strategy

• Consideration of key themes/risks across supplier

stakeholder groups and how they are being addressed by

management

• Strengthened creative talent through new partnerships

and strong development slates

• Further collaboration with streaming platforms to drive

reach and consumption

• Board support for targeted engagement with distribution

partners to further define approach to the Supercharge

Streaming strategy

• Endorsement of partnership initiatives to develop

commercial addressable propositions and support ITV’s

data strategy

• Understanding and management of the risks related to our

relationships with/positions of our partners

Key issues or priorities identified For more information

• ITV’s partnership strategy and approach with strategic partners

• Responsible, transparent and fair procurement, trust and ethics

Operating and Financial Performance (from page 16)

Key Performance Indicators (from page 12)

Social Purpose strategy (from page 31)

ITV plc Annual Report and Accounts 2024

CITIZENS

Description Link to strategic priorities

As a public service broadcaster, we strive to reflect, remain in touch with, and shape public sentiment and

national conversations. Our engagement in this stakeholder category is an integral part of our Social

Purpose strategy.

Social Purpose: see our Social

Purpose strategy

Forms of engagement Outcomes and impact on principal decisions

Meetings and presentations

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

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

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

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

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

awareness of childhood mental health challenges and raise funds

Board and Committee reviews and assessments

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

of ITV’s Climate Action Delivery Group

• Annual Board updates on Social Purpose, ITV’s climate-related agenda, including risk,

opportunities and targets, and Diversity, Equity and Inclusion (including progress against

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

wellbeing as the primary social cause

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

impact, ITV’s resilience and opportunities for improvement

• Audit and Risk Committee monitoring of compliance with relevant regulations and the

integrity of, and progress in achieving, climate change reporting targets and reported

metrics, particularly with regards to TCFD; reports to the Board on the outcome (see

page 99)

• The Group Executive Committee receives a monthly update on ESG and a quarterly review

of climate action data and progress. M&E and Studios Boards receive twice-yearly

updates on climate action

• Deepened understanding of opportunities for climate

action and storytelling, with plan for further training for

wider Executive Leadership Team

• Deepened understanding and awareness of ESG and

factors influencing ITV’s corporate purpose, to inform

Board decisions

• Mental Health in the Media conference series hosted by

ITV to encourage the TV and advertising industries to take

a deeper look at mental health on-screen and off-screen

• ITV developed an Inclusive Language Guide as an internal

tool to create a shared way to communicate inclusively.

Colleagues accessed the guide over 3,000 times in 2024

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

Group Executive Committee members attend, comprising

a group of independent external advisers from a range of

different industries and specialisms who advise, challenge

and counsel ITV on its diversity and inclusion activities

• Commitment to The Climate Content Pledge (with other

major broadcasters) to promote climate story-telling

on-screen

Key issues or priorities identified For more information

• Harnessing our unique mass-reach platform and the power of our programmes to raise

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

particular emphasis on mental health

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

processes alongside targeted initiatives to reduce carbon and support a circular economy

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

charitable fundraising through Soccer Aid for UNICEF and volunteering

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

Acceleration Plan

Task Force on Climate‑related Financial Disclosures

(from page 54)

Social Purpose strategy (from page 31)

Our Climate Transition Plan

(itvplc.com/socialpurpose/climateaction)

ITV plc Annual Report and Accounts 2024

Strategic Report Financial StatementsGovernance

Stakeholder engagement and decision making continued

LEGISLATORS AND REGULATORS

Description Link to strategic priorities

The Board is committed to its remit as a public service broadcaster (PSB) and to conducting business in line

with the appropriate laws and regulation, to ensure we operate in an ethical and responsible way.

Availability of viewer content:

see Our Strategy

Forms of engagement Outcomes and impact on principal decisions

Meetings and presentations

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

concern, initiatives or consultations. This included meetings between the Chief Executive

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

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

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

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

included Chairs’ and regular Chief Executives’ meetings)

• Chair attendance at the ITV Regional News MP dinner

• Chair attendance at the ITV All Party Parliamentary Group reception

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

• Periodic engagement by senior ITV employees with other regulators including the CMA,

FRC, ICO and the European Commission

• Chief Executive participation at the Prime Minister’s Business Council

• Chief Executive attendance at the Budget Event with Chancellor of the Exchequer

• Chief Executive hosted small general election event showcasing content for key

external partners

• Chief Executive hosted the International Investment Summit with the Prime Minister

• Senior ITV employee membership of the stakeholder group on the future of TV

distribution (chaired by the Minister for Sport, Media, Civil Society and Youth)

Board and Committee reviews and assessments

• Updates from the Chief Executive on policy and regulation at every Board meeting

• Regular reports to the Board and Audit and Risk Committee on compliance and significant

litigation matters

• Board briefings on ITV’s PSB strategy, change in government, Cabinet reshuffle and

ministerial meetings

• Updates to the Audit and Risk Committee from the Committee Chair and external auditor

regarding FRC developments and implications of the Code and other regulatory changes

announced during 2024

• Collaboration and focus on important societal issues such

as social mobility and diversity

• Extensive interaction with government, Ofcom and

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

and securing endorsement of the scope of the Media Bill

Key issues or priorities identified For more information

• HFSS (renamed Less Healthy Food) advertising ban and other possible advertising

restrictions

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

• Regulatory policy changes (a principal risk)

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

• Ofcom PSM Review

• Ofcom and government review of the future of TV Distribution

Our Business Model (from page 2)

Social Purpose strategy (from page 31)

Risks and Uncertainties (from page 49)

ITV plc Annual Report and Accounts 2024

PROGRAMME PARTICIPANTS

Description Link to strategic priorities

The safety of participants is of paramount importance to the Board. The Board takes its duty of care to

them very seriously, and obtains regular assurance over the support and processes in place to safeguard

their physical and mental health and wellbeing. ITV’s approach to risk management is led by the Board,

assisted by specialists who drive good practice within the business. ITV production teams are trained in the

identification and management of health and safety risks, and in producing programme-specific risk

assessments. Our continuous review of risk involves our central risk support team and external experts as

required in considering all stages of the production process, including pre-filming screening, care during

production, and aftercare of participants after filming and broadcast.

Expand Studios globally:

see Our Strategy

Forms of engagement Outcomes and impact on principal decisions

Meetings and presentations

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

three other Group Executive Committee members regularly attend (two of whom are

members of the Advisory Group) throughout the year

• Chief Executive chaired the Duty of Care Operating Board which included Group Executive

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

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

the Board, the Chair of the Audit and Risk Committee

Board and Committee reviews and assessments

• Regular Board and Audit & Risk Committee updates on duty of care processes and issues,

and on the Duty of Care Operating Board’s discussions and activities (including feedback

from ITV’s Mental Health Advisory Group), through updates from the Audit and Risk

Committee Chair, who is a standing attendee of the Duty of Care Operating Board

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

Clinical Psychologist to ITV

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

diversity and inclusion on-screen

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

processes relating to any programmes produced or broadcast by ITV

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

processes, including duty of care risks and mitigations

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

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

• Independent Review of Duty of Care: commissioned by the

Duty of Care Operating Board to evaluate risk

management arrangements for programme participants

• Mental Health Advisor Policy: introduced a Group-wide

policy on using Mental Health Advisors as experts in

production settings

• Duty of Care Metrics: launched new metrics and

dashboard reports to enhance objective data usage for

management insights

• Risk Management Tools: improvements to SPOT and

M&E’s Risk Management Tool (RMT) to increase reporting

quality and risk classification accuracy

• Participant Aftercare Programme (PAP): continued

delivery of evidence-based short-term therapy, with plans

to explore extending services beyond the UK

• Escalation Procedures: further embedded into operational

protocols and with SME oversight to ensure a methodical

and proportionate response to welfare concerns

• Collaboration with Scientific Community: advancing

evidence-based practices including by supported the

‘ReCARE TV’ research programme by Aston University

• Mental Health Protection on ‘Dancing on Ice’: independent

observation conducted by a Consultant Clinical

Psychologist to assess mental health protections for

participants

• Continued promotion on use of the Speaking Up process

Key issues or priorities identified For more information

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

• Evaluation of the role and professional development of Welfare Producers

• Review the impact of social media on participants

• Review processes in place to support senior talent

• Review policies for working with highly vulnerable contributors

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

Our Business Model (from page 2)

Risks and Uncertainties (from page 49 )

Social Purpose strategy (from page 31)

Our People (from page 35)

ITV plc Annual Report and Accounts 2024

Strategic Report Financial StatementsGovernance

Stakeholder engagement and decision making continued

SHAREHOLDERS (INDIVIDUAL AND INSTITUTIONAL), BOND HOLDERS AND OTHER PROVIDERS OF DEBT

AND ANALYSTS

Description Link to strategic priorities

Delivering for our investors (equity and debt) and understanding their views and interests ensures the

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

Deliver value for shareholders:

see Our Strategy

Forms of engagement Outcomes and impact on principal decisions

Meetings and presentations

• The Executive Directors presented the full year results and the Interim results and took

questions from analysts

• The Chair and Executive Directors held regular meetings with ITV’s largest shareholders

• The Executive Directors held meetings with target investors based in the UK, US and parts

of Europe

• The Chief Executive held a Fund Managers’ dinner in November with a small group of

senior fund managers

• Chief Executive attendance at the Founders Forum

• Chief Executive attendance at the International Investment Summit with the Prime

Minister

• The Executive Directors both attended investor conferences during the year. These

included the Citi, UBS, JP Morgan TMT, Barclays TMT and Morgan Stanley TMT

conferences

• The Executive Directors both held meetings with equity sales teams and analysts

• The Board attended the AGM, where there was an opportunity for shareholders to ask

questions before, during and after the meeting

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

Advisors and Schroders to discuss the Remuneration Policy renewal

• Regular dialogue throughout 2024 between the Group CFO & COO, Group Finance

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

Board and Committee reviews and assessments

• Group CFO & COO report to the Board on analyst consensus, latest shareholder feedback,

changes in share register and key shareholder engagement activities undertaken by the

Executive Directors and Investor Relations team

• Board updates from the Company’s brokers and advisers on market performance, bid

defence and capital structure, and on shareholder sentiment regarding ITV’s

performance, strategy and dividend policy

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

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

actions being taken to prepare for further climate-related regulations

• Consideration of feedback to inform, amongst other

things, ITV’s long-term strategy, five year plan, dividend

policy, capital allocation and approach to ESG and other

governance issues

• Various shareholder-related programmes run during 2024;

Share Buyback Programme – to increase value to our

shareholders; Asset Reunification Programme – helping

our shareholders to find and reconnect with unclaimed

assets

• Board discussion on investor sentiment and action for

management to conduct further analysis of ITV’s existing

and prospective investor base with the evolution of the

equity story

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

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

2024

• Maintained investment grade credit ratings with Moody’s

and S&P Global Ratings adding a further public rating with

Fitch; established an EMTN programme from which a

€500 million Eurobond maturing in April 2032 was issued

to refinance the £230 million Term Loan maturing in July

2027 and repay €240 million of the €600 million Eurobond

maturing in September 2026; added a new counterparty to

the £500 million RCF enabling full maturity in January

2029; entered into a new £200 million bilateral Credit

Default Swap (CDS) loan facility which matures in

December 2030

Key issues or priorities identified For more information

• Strategy and investment priorities

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

• Capital allocation and leverage

• Share price performance

• ESG data and performance

Our Business Model (from page 2)

Investor Proposition (page 4)

Social Purpose strategy (from page 31)

Task Force on Climate‑related Financial Disclosures

(from page 54)

ITV plc Annual Report and Accounts 2024

COLLEAGUES

Description Link to strategic priorities

The workforce is integral and critical to the day-to-day operations and the practical execution of strategy.

Effective engagement mechanisms provide the Board with important insights and priorities, as well as

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

Delivery of strategy:

see Our Strategy

Forms of engagement Outcomes and impact on principal decisions

Meetings and presentations

• Regular participation by the Workforce Engagement Director and Group Executive

Committee members at Ambassador meetings (our formal workforce advisory panel).

Our designated Workforce Engagement Director attended 96% of these meetings

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

the business

• An employee pulse survey conducted in November 2024 to gauge engagement

Board and Committee reviews and assessments

• Regular Workforce Engagement Director updates to the Board

• Building upon the ‘Ask Carolyn’ mailbox initiative, our Chief Executive held an Ambassador

special webinar where she met with both UK and International Ambassadors giving them

the opportunity to hear updates directly from her, as well as opening up the floor to ask

her questions on a wide variety of topics

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

• Board receipt of vodcasts from the Chief Executive to colleagues

• Board and Group Executive Committee receipt of feedback from ITV’s staff networks,

including regular updates on Social Purpose and Diversity and Inclusion

• Nominations Committee session on talent and succession planning

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

development labs and ongoing management training

• Board discussions benefited from the Workforce

Engagement Director’s direct insight into sentiment and

topics that matter most to colleagues

• Ambassadors have been consulted on a range of business

issues during 2024 and are continually updated on ITV’s

strategy. This included updates on the changing media and

regulatory landscape (subscription streaming market

growth, the continuing impact of the US writers’ and

actors’ strike, HFSS advertising ban, changing viewer

habits and the advertising market), and how this affects

ITV

• The Ambassadors were informed about upcoming

activities and system improvements for the ITV Together

programme (Oracle Fusion)

• The Ambassadors were tasked with gathering feedback

from constituents regarding their awareness, knowledge,

and trust in the Speaking Up process

• The Ambassadors played a key role as employee

representatives during the launch and implementation of

the organisation’s cost and efficiency programme

• In addition to the regular quarterly meetings’ the

Ambassadors were invited to additional meetings to

discuss the Employee Assistance Programme (EAP)

offering and the Group Brand refresh to seek their

feedback

• The UK Ambassadors also met to discuss ITV’s 2025 pay

review offer, looking at both the process and the factors

influencing the proposed pay offer

• The Ambassadors were also consulted and informed on

Executive Remuneration, the headline results from the

recent pulse survey and an early look at the refreshed ITV

behaviours to gather feedback on how to launch and

embed them across ITV in the new year

Key issues or priorities identified For more information

• Transparent and honest culture and ethos

• Flexible and digital ways of working

• Mental health and wellbeing support

• Progress on our Diversity Acceleration Plan commitments

• Retention and recruitment of talent (a principal risk)

• Internal cultural change (a principal risk)

Risks and Uncertainties (from page 49)

Social Purpose strategy (from page 31)

Engaging with our Workforce (from page 78)

ITV plc Annual Report and Accounts 2024

Strategic Report Financial StatementsGovernance

Engaging with our workforce

THE AMBASSADOR NETWORK FEEDBACK LOOP

The Board recognises the benefits of personal

interaction and informal discussion to both

learn more about day-to-day operations and

the practical execution of strategy, as well as

to gather direct insights into workforce

sentiment. Colleagues have direct contact

with the Chief Executive through her ‘Ask

Carolyn’ email address and the Chair has

regular meetings with Group Executive

Committee members and Divisional heads,

who provide feedback on workforce issues.

The Committee Chairs also have individual

meetings with colleagues in relation to the

business of their Committee meetings.

Our Ambassador network

The Ambassador network (comprising 111

colleagues) was established in 2015 to

represent colleagues’ interests across the

Group, share information, and contribute to

our culture by giving our colleagues a voice.

• Each Ambassador usually represents

approximately 50 colleagues from their

business area, called their constituency

• There are approximately 100 Ambassador

constituencies which are organised into

five UK regional groups and c.20 of these

Ambassadors represent our international

groups

• The Ambassadors meet in their groups

four times a year, led by an Ambassador

Chair, where they are engaged in a range of

programmes and topics

UK Ambassadors are elected by their

constituents to represent them for three

years, with 58 starting their tenure in 2024.

The Ambassadors are supported by a central

support team and Ambassadors Chairs to

help them build and maintain strong

relationships with their constituents.

To enhance this further, Ambassador

information is now included on individual

colleague profiles on our HR system, to enable

colleagues to easily identify their constituency

and their Ambassador.

In 2024, a total of 23 meetings were held,

consisting of 15 meetings with UK

Ambassadors covering London, Leeds and

Manchester, and eight meetings with

international Ambassadors representing all

ITV territories. Our designated Workforce

Engagement Director attended 96% of these

meetings.

The active two-way dialogue and attendance

at Ambassador meetings provides an

opportunity to share insights into external

factors affecting ITV, which Ambassadors

relay to their constituents. First-hand

feedback enables the Workforce Engagement

Director to gain a comprehensive perspective

on company culture, morale and priorities, as

well as the effects of operational changes.

Regular verbal updates and feedback on

employee topics and issues of interest and/or

concern were provided to the Board by the

Workforce Engagement Director. These

updates ensure that the employees’ voices

are considered during Board and Committee

discussions. The Workforce Engagement

Director’s reports to the Board, reflecting

feedback received from Ambassadors, has

resulted in the following actions during 2024 :

• Studios management investigated how

international colleagues could gain access

to view high profile ITV productions

• Ambassador training on how to respond to

colleagues during a restructuring

programme

Ambassadors consistently express how

valuable the network is to them and their

constituents, particularly having Board

representation at meetings to hear first hand

business and strategic updates, which they

can then share at a local level.

At the end of 2024 we piloted a new approach

to the quarterly meetings, combining two

groups who met both in person locally and

virtually for business updates from our Group

Executive Committee, before separating to

hold their local discussions. This is part of a

broader strategy to build a stronger network

nationally outside of their regional groups.

Following positive feedback, we will be

continuing with this format in 2025.

Building upon the ‘Ask Carolyn’ mailbox

initiative, our Chief Executive held an

Ambassador special webinar where she met

with both UK and international Ambassadors,

giving them the opportunity to hear updates

directly from her, as well as opening up the

floor to ask her questions on a wide variety

of topics. Following its success this will be

repeated on an annual basis.

Workforce

Engagement

Director provides

feedback fromITV

Ambassadors at

PLC Board Meeting

Workforce

Engagement

Director collects

feedback/insights from

Plc Board Meeting to

share with ITV

Ambassadors

Workforce

Engagement Director

feedback/insights

from PLC Board

Workforce Engagement

Director attends

ITVAmbassador

Meetingsandcollects

feedback/insights

The Board actively engages with the workforce through two methods outlined in

the Code: a designated Workforce Engagement Director and a formal workforce

advisory panel, known as our Ambassador network. Graham Cooke has held the

role of Workforce Engagement Director since June 2023.

ITV plc Annual Report and Accounts 2024

What were the takeaways

from Ambassador meetings

during 2024?

2024 has again been a year of change for

colleagues with a continued focus on digital,

organisational and strategic transformation.

Throughout the year the Ambassadors have

been updated on ITV’s strategy. They were

asked to share feedback from their

constituents on how the strategy and ITVX

were being perceived in their constituencies,

as this was a key strategic focus for the

M&E business.

The Board’s views on key 2024 topics were

regularly shared, including the changing media

and regulatory landscape (subscription

streaming market growth, the continuing

impact of the US writers’ and actors’ strike,

HFSS advertising ban, changing viewer habits

and the advertising market), and how this

affects ITV.

In the first quarter, the Ambassadors were

informed about upcoming activities and

system improvements for the ITV Together

programme (Oracle Fusion) and were tasked

with gathering feedback from constituents

regarding their awareness, knowledge, and

trust in the Speaking Up process. While most

Ambassadors knew about the Speaking Up

policy and channels, it was inconsistent

across the organisation. As a result detailed

sessions were arranged to enhance our

Ambassadors’ understanding and trust in

both the process and the external supplier.

This enables our Ambassadors to educate

their constituents, act as advocates to the

process and effectively support their

constituents in raising concerns.

The Ambassadors played a key role as

employee representatives during the

organisation’s cost and efficiency programme.

During the second quarter meetings they

shared experiences and highlighted important

topics, such as the timing and content of

employee representative training. In response,

the Ambassador support team sought further

input to shape the support offered when they

are acting in their capacity as an employee

representative. Following this, the Workforce

Engagement Director reported back to the

Board on the request for additional training

and guidance for the Ambassadors, to allow

them to feel better equipped to respond to

queries from the wider workforce.

The Business Change and Transformation

team highlighted upcoming changes and

discussed how the Ambassadors could help

with the successful adoption across the

organisation. The Ambassadors stressed the

need for ongoing regular communication, an

increased number of super-users, and

comprehensive training for all colleagues.

In addition to the regular quarterly meetings

the Ambassadors were invited to additional

meetings to discuss the Employee Assistance

Programme (EAP) offering and the Group

Brand refresh to seek their feedback.

The UK Ambassadors also met to discuss

ITV’s 2025 pay review, looking at both the

process and the factors influencing the

proposed pay offer. They had the opportunity

to share their reactions and raise questions,

which resulted in an enhanced pay award.

The fourth quarter meetings focused on

discussing Executive Remuneration, the

headline results from the recent pulse survey

and an early look at the refreshed ITV

behaviours to gather feedback on how to

launch and embed them across ITV in the new

year. Following these meetings, the Workforce

Engagement Director fed back to the Board on

the overall sentiment amongst the business

and noted the differing moods between

regions. As a result, the focus at future

meetings would be on vision and strategy for

the business. In order to improve the morale,

budgets for Christmas events were approved

by the Board.

What are the key areas of focus

for engagement in 2025?

The Workforce Engagement Director will

continue to attend Ambassador meetings to

engage on important topics, such as new

culture initiatives, ITV’s ongoing digital

transformation, the launch of HR modules on

Oracle Fusion and action planning linked to

the 2025 Engagement & Culture and Line

Manager survey and exploring how to further

raise the Ambassadors’ profile.

ITV plc Annual Report and Accounts 2024

Strategic Report Financial StatementsGovernance

Values in action – understanding

and monitoring our culture

Our business model is regularly reviewed by

the Board to ensure it continues to deliver our

strategy and is aligned with our purpose.

Aligning our values and purpose with our

strategy is critical to our success. The Board

recognises that ITV’s culture is a key enabler

of delivery of the Group’s strategy, particularly

ITV’s digital transformation, and, therefore,

understands the importance of monitoring

and fostering it.

To allow ITV to deliver on our strategic

priorities and become a truly digitally led

business, our culture needs to continue to

evolve, aligning at all stages in our

development with our purpose and values. We

hold regular leader and manager briefings to

provide updates on our strategic priorities and

build understanding of our vision and purpose.

Throughout the year the Board monitored the

culture across the Group through various

channels, including feedback and

observations from third parties (e.g, auditors),

its own interactions with management and

their teams during the year, and formally

annually reviewing a ‘Monitoring, Assessing

and Embedding Culture’ report prepared by

HR, which outlines culture themes, thereby

being able to satisfy itself that the policies,

practices and behaviours within the Group are

aligned with ITV’s purpose (including its Social

Purpose), vision, values and strategy. Through

the Board’s discussion of relevant topics, as

well as the Chief Executive’s focus on people

and culture in her regular Board reports,

culture is considered, whether implicitly or

explicitly, at each Board meeting.

Over the last year we have focused on

specific areas:

• The Board received an annual report

summarising cultural initiatives, alongside

updates on individual initiatives

throughout the year; in addition, it also

received updates on the actions arising

from the Engagement and Culture survey

completed late in 2023. Following the

autumn 2024 pulse survey the Board was

also updated on the changes in

engagement (overall and divisional)

following the cost and efficiency

programme initiatives being implemented

throughout 2024

• Ongoing engagement with the

international offices demonstrates the

alignment with the overall ITV culture and

values (2024 Pulse Engagement survey,

ongoing mandatory training, international

Ambassadors and inclusion activity)

• Continued expectation for all freelancers

to complete our Code of Ethics and

Conduct mandatory training module,

giving them an understanding of the

expectations as they relate to our ITV

values and culture

• Continued use of the anti-bullying,

harassment and discrimination app called

‘Call It!’ across our productions, enabling

both freelancers and ITV employees to

report incidents of bullying, harassment

and discrimination quickly and

anonymously, in addition to the existing

ITV-wide Speak Up channels

• Our People and Risk teams have developed

a Group policy governance framework to

clarify and maintain accountability for

owning, improving and approving changes

to new and existing policies. This provides

a clear, structured approach to policy

development to ensure that policies are;

consistent across all business areas,

implemented effectively so that they

achieve their intended outcome and are

aligned with our organisational values. Our

People policies are reviewed on an annual

basis as a minimum and new policies are

developed as required, for example to

meet our obligations under new legislation,

i.e. prevention of sexual harassment

• Evolving ITV’s culture and identifying

elements to be dialled up or down, to

ensure the culture remains an enabler to

maintaining a simpler, more efficient,

lower-cost base organisation in the long

term, including refreshed ITV behaviours

and strengthening our approach to

performance management

Continuing to build and promote a culture of openness and integrity, with inclusion,

diversity and equity at the heart are critical to our success as well as supporting

long-term value for our stakeholders.

We entertain and

connect with millions

of people globally,

reflecting and shaping

culture with brilliant

content and creativity.

OUR ITV VALUES

Creativity

From everyone, for everyone, every day

Collaboration

Working together at pace

Inclusion

Respecting and embracing differences

Integrity &

judgement

If something doesn’t feel right, speak up

KEY HIGHLIGHTS

95%

Completion rate of

mandatory Code of

Ethics and

Conduct annual

training in 2024

Non-completion of

training results in HR and

ExCo members being

made aware of

individuals

11.07%

Resignation Index

93%

Completion rate of

new DE&I annual

mandatory

training in 2024

Ambassador

meetings during

2024

75%

of employees

are proud to work

at ITV

69%

would recommend

ITV as a great

place to work

ITV plc Annual Report and Accounts 2024

The table below sets out the framework of policies and practices which underpin our culture and explains key ways in which the Board and/or

Committees monitor and gain insight to ITV’s culture.

ENGAGEMENT AND FEEDBACK CHANNELS

How the Board monitors culture Cultural insight gained

Reviews assessments of the Company’s culture through

our bi-annual engagement and culture survey,

measurements of organisational culture benchmarked

against peers, and how ITV’s values link to its purpose and

behaviour.

Understanding strengths and opportunities in ITV’s culture, and that ITV’s culture and

behaviours authentically reflect its values and stated purpose.

Outcome

The Board continues to monitor insights gained from the Engagement and Culture survey conducted in 2023 and the 2024 pulse survey. Through

updates from the Chief Executive the Board received assurance that ITV’s culture is aligned to its purpose and values, while recognising the cultural

evolution required to deliver ITV’s strategy. The Board, through the Audit and Risk Committee, gets feedback from external and internal auditors on

culture and alignment to purpose and values across the organisation, as observed whilst undertaking audits and engaging with management. The

Board, through the Workforce Engagement Director, receives and discusses an annual report detailing the activities and sentiment of the employee

representative network (Ambassadors).

How the Board monitors culture Cultural insight gained

Interactions with and feedback from Board members

through: (i) the Chief Executive (including access to the

regular Chief Executive’s vodcast and Q&A and her updates

on people priorities and communications at every meeting);

and (ii) engaging regularly (directly and indirectly) with

colleagues through numerous engagement mechanisms

(see pages 78 to 79 for details regarding the Board’s

workforce engagement, including the Workforce

Engagement Director and Ambassador Network).

Continuing to sustain and build a stronger understanding of the practical execution of

strategy and the cultural context colleagues experience on a day-to-day basis. Further

insight into how colleagues are adapting to new ways of working with the introduction of

the Oracle Fusion transformation, as well as other new IT platforms across different

parts of the organisation. The Chief Executive’s vodcast Q&A sessions provide the Board

with insight about morale and important topics for colleagues, for example ITV’s

commitment to diversity and inclusion and colleague wellbeing; impact of the ongoing

cost and efficiency programme; and hybrid ways of working.

Outcome

Vodcast viewing figures and feedback are shared with the Chief Executive and used to shape vodcasts and ensure content is what colleagues

want to hear.

RECRUITMENT AND RETENTION

How the Board monitors culture Cultural insight gained

Annual review session by the Nominations Committee of

senior management talent and succession planning led by

the Chief Executive.

As well as a review of succession plans, this session also provided the Board with

opportunity to understand how we had delivered the 2024 ITV people priorities, with

focus on our key people processes, as well as how we are managing the people

challenges and risks in the delivery of our digital transformation and more broadly the

More Than TV strategy.

Outcome

The session was led by the Chief Executive, with a robust conversation on senior level succession planning as well as enabling the Nominations

Committee to ask questions and challenge the strength of the succession plans and successor development. Additionally, the pre-read provided the

Committee with details on the steps taken to deliver and execute on the 2024 people plan across our key people processes, including: hiring key talent;

performance management; driving capability for all through learning and development; and our engagement strategy. The paper also outlined plans for

2025 and any areas of risk relating to our people, and how these are being mitigated.

ITV plc Annual Report and Accounts 2024

Strategic Report Financial StatementsGovernance

Values in action – understanding and monitoring our culture continued

POLICIES AND PRACTICES

How the Board monitors culture Cultural insight gained

Regular Board updates and relevant Committee updates on

a broad range of risk and business integrity matters,

including fraud, compliance, bribery, corruption and

modern slavery, and standard supplier protocols and

procedures. This is done through review of internal audit

reports, Speaking Up data, compliance questionnaires,

compliance reports, risk deep dives, incident reports,

policies and training.

A broad understanding of practices and behaviours and how these align with the

purpose, values and strategy of the Group, including an understanding of the approach

to supply chain partners and the culture of risk ownership in the business.

Outcome

The Board and its Committees provide appropriate scrutiny and challenge of management and receive assurance over ITV’s approaches to managing

risk and business integrity matters.

How the Board monitors culture Cultural insight gained

As part of the Board’s culture assessment, reviews of ITV’s

values as set out in ITV’s Code of Ethics and Conduct.

How the Code of Ethics and Conduct promotes the highest standards of ethical business,

underpinning ITV’s values and corporate culture.

Outcome

The Board continues to annually review ITV’s Code of Ethics and Conduct to ensure it embodies ITV’s values and culture and remains aligned to ITV’s

purpose (including its Social Purpose), vision, values and strategy and that there is appropriate compliance across the Group.

How the Board monitors culture Cultural insight gained

Completion of mandatory training modules by all Board

members on the Code of Ethics and Conduct, DE&I,

Competition Law, Respecting each other at work, Fire

Safety, Human Rights, Anti-Bribery & Corruption, Data

Privacy & Protection, Cyber Security, Economic Crime

(money laundering, tax evasion, sanctions), and Climate

Action. Subsequent review of the understanding and

embedding of the Code of Ethics and Conduct and related

policies and standards through this training.

A deeper understanding of how ITV’s values and standards are communicated and how

colleagues are kept safe and secure and act in a compliant way.

Outcome

All members of the Board will continue to undertake training on an annual basis, to ensure their understanding of how colleagues are kept safe and

secure and act in a compliant way remains current.

SOCIAL PURPOSE, DIVERSITY EQUITY AND INCLUSION

How the Board monitors culture Cultural insight gained

Annual review of ITV’s Social Purpose and Diversity Equity

and Inclusion strategies, performance and plans.

How ITV’s Social Purpose campaigns influence culture internally as well as externally.

Outcome

The Board will continue to monitor key priorities and initiatives in pursuit of ITV’s Social Purpose and Diversity Equity and Inclusion strategies.

How the Board monitors culture Cultural insight gained

Annual review of Social Purpose and Diversity Equity and

Inclusion. Regular updates on progress on ITV’s Diversity

Acceleration Plan and feedback from ITV’s inclusion

networks. Regular monitoring by Nominations Committee

of progress against diversity targets, with diversity on the

Board agenda at least annually.

Chief Executive attendance at ITV’s Cultural Advisory

Council, comprising a group of independent external

advisers from a range of different industries and

specialisms who advise, challenge and counsel ITV on its

diversity, equity and inclusion activities.

The impact the Diversity Acceleration Plan is having on colleague sentiment and ITV’s

reputation as having an inclusive culture, and the latter’s appeal to future employees.

How ITV’s culture is enabling progress to be accelerated through Group-wide diversity

and inclusion initiatives.

Outcome

The Nominations Committee will continue to monitor progress being made to meet diversity targets to ensure recruitment and succession initiatives

support ITV’s Diversity, Equity and Inclusion strategy. See pages 32 to 33 for outcomes related to Diversity, Equity and Inclusion.

ITV plc Annual Report and Accounts 2024

SAFETY, WELLBEING AND MENTAL HEALTH

How the Board monitors culture Cultural insight gained

Review by Audit and Risk Committee of the improvements

to the Group’s risk management processes and systems

that drive health and safety behaviours in the areas of

operational security, business continuity and duty of care.

This includes the systems in place for our stakeholders to

identify and raise health and safety issues, including duty

of care and Speaking Up concerns.

Insight into the safety behaviours across all business areas (international and UK),

including the culture of ownership of risk.

Outcome

Through regular Board updates from the Chief Executive and from the Audit and Risk Committee, the Board will continue to ensure the right processes

and procedures are in place for the safety of our colleagues, suppliers, programme participants and viewers, and that ITV continues to uphold high

standards of duty of care.

How the Board monitors culture Cultural insight gained

Audit and Risk Committee review of duty of care updates

from the Duty of Care Operating Board (also reported to

the Board), on the processes and standards in place for

colleague and other relevant stakeholders’ wellbeing.

Feedback from the Ambassador and Network groups, and

Mental Health Advisory Group (external experts), included

guidance and support on ITV’s approach to mental health

and wellbeing with colleagues, production teams,

participants in our programmes and viewers.

How the mental wellbeing processes and support for colleagues and stakeholders

continue to enhance ITV’s culture where social inclusion is embraced and mental health

issues are understood, accepted and safeguarded.

Outcome

The Board, through the Chief Executive and Duty of Care Operating Board continues to regularly monitor colleague wellbeing (including mental health)

and the efficacy of initiatives on culture. The Audit and Risk Committee Chair attends all Duty of Care Operating Board meetings, on behalf of the Board,

providing Board oversight, challenge and support and enabling direct feedback to the Board.

SPEAKING UP

How the Board monitors culture Cultural insight gained

The Board receives data on Speaking Up reports received

via the independent Safecall facility and other relevant

channels available across ITV, at every Board meeting.

In addition, the Audit and Risk Committee reviews and

monitors the effectiveness of the Speaking Up policy,

processes and framework annually and receives Speaking

Up reports at least twice a year providing analysis of

complaints received, those substantiated, process for

investigating, themes and actions taken. Feedback is given

to the Board.

A perspective on the nature of colleague concerns and trends in the behaviours of

colleagues generally.

Insight into how concerns are handled by ITV and indications of how the alternative

routes for raising all risk concerns are being utilised.

Outcome

The Audit and Risk Committee will continue to monitor the effectiveness of the Speaking Up framework, and feed back to the Board on how this has

supported the openness of ITV’s culture.

REMUNERATION

How the Board monitors culture Cultural insight gained

Review by the Remuneration Committee of the wider

employee reward framework, including gender, ethnicity,

disability and LGBTQ+ pay gaps, CEO pay ratios and how

our approach to Directors’ remuneration aligns with our

approach for the overall workforce. Integration of ESG

measures into incentive targets.

Live Q&A and remuneration discussion for Ambassadors

hosted by the Reward Director, which was reported back

to the Committee.

Insight into the role that remuneration and setting performance goals has on promoting

the right behaviours and the extent to which incentives and rewards are aligned with

culture.

Outcome

The Remuneration Committee will continue to report to the Board on colleague sentiment in relation to retention and reward initiatives.

ITV plc Annual Report and Accounts 2024

Strategic Report Financial StatementsGovernance

An evaluation of the Board and its Committees is carried out annually and

externally facilitated every three years, with an internal review conducted this year.

An evaluation of the Board and its Committees is carried out annually and

externally facilitated every three years, with an internal review conducted this year.

BOARD EVALUATION CYCLE

In 2024, the Board undertook an internally facilitated evaluation using bespoke online questionnaires. A description of the process followed for

this year’s review is detailed below.

STAGE 2 The questionnaires were issued to Directors. The

General Counsel and Company Secretary, regular

attendees of the Board and Committee meetings and

some external advisers also completed certain

sections of the questionnaires to allow their views

to be taken into account.

Directors were asked to comment on a range of

issues including:

• Board composition and diversity; dynamics and

expertise; time management; Board support;

stakeholders and workforce engagement; strategic

oversight; risk management and internal controls;

succession planning; and priorities for change

• Committee and Committee Chair effectiveness;

annual plans and agendas; Committee composition;

and time management

• The Chair’s relationships and communications with

Board members; chairing and managing of Board

meetings; and relationships with the Company’s

shareholders

• Each individual’s preparation for and attendance at

meetings; ability to commit sufficient time;

relationships with fellow Board members; the extent to

which knowledge and experience are drawn upon; and

overall contribution

Questionnaire

responses and

one-to-one

meetings

September – October

2024

STAGE 3 The General Counsel and Company Secretary

collated the individual responses, including analysis

of themes and proposed actions. Adetailed report,

setting out the findings of the evaluation, was

provided to the Chair for consideration, with the

resulting report being tabled to the Board for further

consideration and comment in December 2024. The

same process was followed for each Committee

evaluation and feedback was provided as necessary.

The evaluation found that the Board and its Committees

continue to operate to a high standard. The Directors

work effectively together and value each other’s

contributions at Board and Committee meetings.

The Senior Independent Director led a separate

evaluation of the Chair with the Non-executive Directors

to appraise the Chair’s performance. It was concluded

that Andrew Cosslett’s performance and contribution

were strong and that he demonstrates effective

leadership.

Evaluation and

reporting

December 2024

STAGE 4 The Board discussed the findings and endorsed the proposed action plan at its meeting in February 2025. The

findings of the evaluation exercise were fully considered when making recommendations in respect ofthe

appointment and reappointment of individual Directors, and included an assessment of their independence, time

commitment and individual performance. The respective 2025 AGM Resolutions were considered and agreed by

the Board. The proposed actions arising from the evaluation were thoroughly discussed and agreed for

implementation and monitoring.

Consider results

and agree actions

February 2025

STAGE 5 The Board will continue to oversee the progress made

in relation to the agreed actions to ensure their timely

completion.

The Nominations Committee will also continue to play a

key role in monitoring theactions relating to Board

succession, composition, recruitment and induction.

Monitor progress

February 2025 onwards

STAGE 1 The General Counsel and Company Secretary

considered and consulted with the Chair on the

approach for 2024, incorporating recommendations

from the 2018 Code, Parker Review and FRC Guidance

on Board Effectiveness.

A focused questionnaire was designed to gather

individual Directors’ perceptions of the effectiveness

ofthe Board and its Committees and their operations.

Evaluation process

planning

July – September 2024

YEAR 1 (2022)

Independent, externally

facilitated review of:

• Performance against targets set for

2021

• An external evaluation carried out

by anadvisory firm

• Areas of focus identified for 2023

YEAR 2 (2023)

Year 2 internal review focused on

year 1 issues raised and any new

issues arising. The process for

internal review is determined on a

year-on-year basis.

YEAR 3 (2024)

• Year 2 progress reviewed internally,

and any areas of focus identified

ahead of the external evaluation in

2025

Board evaluation

ITV plc Annual Report and Accounts 2024

PROGRESS AGAINST 2023 ACTIONS

Action Outcome

A request for a greater focus on succession

planning for the Executive Leadership team

including greater direct engagement and

interaction with management, visibility of

potential successors for Group Executive

Committee from within the business and

opportunities to meet other layers of the

organisation

This was a key focus for the Nominations Committee in 2024.

• The whole Board were invited to attend the November Nominations Committee for a senior

management succession planning session

• Members of the ELT were regularly invited to attend and present at Board meetings

• Board dinner held with selected members of the ELT

A request to reweight agendas to allow for more

strategic discussion

The agendas were reviewed to ensure that operational matters were included as appropriate and

when required for strategic understanding or governance purposes. Pre-reads were also included

where practical.

The format of Board reports were considered to ensure there is a clear link to strategy and KPIs

with inclusion of one-page Executive Summary that clearly sets out key points and the

requirement of the Board, with shorter appendices showing key details.

A request for ways to improve stakeholder

engagement

In line with the suggestions made, it was agreed that this is kept under constant review and where

appropriate key stakeholders would be invited to attend Board meetings.

A request for more Non-executive Director

reserved time

NED-only sessions added to the end of Board meetings.

2024 INTERNAL EVALUATION OUTCOMES AND ACTIONS

Areas of focus identified: Our key follow up actions:

To continue to reserve sufficient time on the

agenda for strategic debate, including review

of alignment of KPIs and response to adverse

economic conditions

To ensure that agendas and Board papers

are clearly linked to and give sufficient time

for debate on strategy, KPIs and key risks,

and consideration of content and

additional matters.

The Chair and General Counsel and Company

Secretary are responsible for driving the actions

forward. They compiled an action plan listing

specific actions to address the findings of the

evaluation and further enhance the Board’s

effectiveness. The Board will monitor the

implementation of the follow-up actions

andreview progress against the

recommendations.

To spend time considering key risks and risk

appetite to ensure they align appropriately

with strategy

More visibility on content and editorial matters

Continued focus on succession planning for the

Executive Directors and the Group Executive

Committee

Remains a key focus for the Nominations

Committee in 2025, with recommendations to

be presented to the Board.

ITV plc Annual Report and Accounts 2024

Strategic Report Financial StatementsGovernance

Directors’ ongoing development and time commitments

Ongoing training and development

The ongoing development of Board members

is crucial to ensure that they remain

well-informed on changes to the business

environment in which ITV operates (including

on legal, regulatory, compliance and

governance matters) and effective in

providing challenge on a wide range of topics.

The Chair, with the support of the General

Counsel and Company Secretary, keeps the

training and development needs of Directors

under review.

During the year, all Directors were provided

with briefings, presentations, deep dives,

teach-ins and guest speakers on a range of

subjects. The Directors’ development and

training programme covered topics identified

in the 2023 Board evaluation, as areas on

which Directors felt they could benefit from

additional training or support. The programme

included:

• Deep dive sessions on the value drivers

for both Studios and M&E and the KPIs

underpinning them

• An update on the impact of

Artificial Intelligence

• Refresher training on Executive

Remuneration and an update on

relevant trends

• Regulatory updates on the Corporate

Social Responsibility Directive Regulations

and 2024 Corporate Governance Code

• Completion of the mandatory training for

colleagues (on ITV’s Code of Ethics and

Conduct, Cyber Security, Data Protection

and Privacy, Climate Action and Diversity,

Equity and Inclusion)

Directors are encouraged to ask for any

support they need and are reminded that

there is always an open line to management

on any topic. Non-executive Directors also

have access to relevant professional technical

briefings from the audit and professional

services firms, including the Deloitte

Academy Director updates. In addition,

each Director may obtain independent

professional advice at the Company’s

expense where they judge it necessary

to discharge their responsibilities.

Time commitments

The Directors have demonstrated a strong

commitment to their roles on our Board and

Committees with full attendance at Board

and Committee meetings in 2024. The

Directors have given careful consideration

to their external time commitments to ensure

that they are able to devote an appropriate

amount of time to their roles at ITV. For each

Director, the Board considers that their

external time commitments do not

compromise their commitment to their roles

on the ITV Board, Committees and otherwise.

The Nominations Committee reviews, on an

ongoing basis, Directors’ time commitments

against the recommended guidance from

investor bodies and ITV’s top shareholders,

to anticipate any perception of ‘over boarding’

at the forthcoming AGM. The Committee was

able to confirm that it was fully satisfied with

the amount of time each Director devoted

to the business.

During 2024, the Board considered changes

in the time commitments of the Directors.

There were no role changes or new

appointments that needed the Board’s

additional consideration.

ITV plc Annual Report and Accounts 2024

Andrew Cosslett

Chair

Nominations Committee report

In this report

The purpose of this report is to highlight the role that

the Nominations Committee plays in ensuring that

the Board has the appropriate balance of skills,

experience, knowledge and background to provide

the breadth, depth, diversity of thinking and

perspective needed to effectively deliver long‑term

sustainable success.

Who is on the Committee

The Committee is

composed entirely

ofNon‑executive

Directors(NEDs).

The members of the Committee in 2024 were: Full details of attendance at Committee meetings

can be found on the table on page 67

Detailed biographies can be found on pages

62 and63

• Andrew Cosslett (Chair)

• Salman Amin

• Edward Bonham Carter

• Graham Cooke

• Margaret Ewing

• Sharmila Nebhrajani

Our role

Following each meeting, the

Committee communicates

its main discussion points

and findings to the Board.

The Committee’s terms of

reference can be accessed

on our website.

www.itvplc.com/about‑itv/

corporate‑governance/

terms‑of‑reference

The main role of the Committee is to:

• Regularly review Board composition and the balance of skills, knowledge, experience and diversity

• Determine when appointments and retirements are appropriate, and lead on any Director searches

• Give full consideration to succession planning and oversee the development of a diverse pipeline for succession,

at Board and senior management levels

• Set measurable objectives on Board diversity and monitor progress on these objectives, as well as review

Company‑wide targets

Meetings in 2024

In addition to Committee

members, the Chief

Executive, Chief People

Officer and General Counsel

and Company Secretary

regularly attended meetings

of the Committee.

January

• Review of Board Diversity Policy

• Director time commitments and

‘over boarding’ considerations

• Proposed for re‑election of

Directors at the AGM

• Review of draft Nominations

Committee Report in

Annual Report

• Proposed 2024

Committee schedule

July

• Indicative timeline and process

for internal Board evaluation

• Annual review of terms

of reference

• Annual review of the register

of interests

• Company diversity

progress update

• Organisation structure

November

• People strategy review

(including review of executive

succession plans)

• Board succession planning

Annual review

An annual review of the

performance of the

Committee is conducted

each year.

• In 2024, an internally facilitated Board evaluation was undertaken which included a review of the Committee.

The results are summarised on pages 84 to 85

• Overall, the evaluation concluded that the Committee is working effectively and responding appropriately to its

terms of reference

• As part of the Committee’s succession planning agenda, the key priorities identified for 2025 were to continue to

focus on Executive and Non‑executive succession planning for the Board, as well as senior management talent

retention and succession

ITV plc Annual Report and Accounts 2024

Strategic Report Financial StatementsGovernance

Nominations Committee report continued

Board composition and succession

planning

Composition

During the year, the Committee undertook an

analytical review of the Board and Committee

composition, assessing the range and balance

of skills, experience, diversity, knowledge and

independence to identify any gaps and inform

the Non‑executive Director searches. The

review concluded that the representation of

Board diversity was strong and the Directors

as a whole had the right skills, knowledge and

experience to enable ITV to execute its

strategy. To strengthen this there were a

couple of changes made to Committee

membership. In May 2024, Edward Bonham

Carter stepped down from the Audit and Risk

Committee and was appointed to the

Remuneration Committee. In January 2025

Marjorie Kaplan joined the Audit and Risk

Committee. Further to discussions and taking

into consideration current Non‑Executive

tenures on the Board, it was agreed that

a search would be instigated for an

additional Non‑executive Director with

financial expertise.

Non‑executive Director

succession planning

During the year the Committee spent time

focusing on the succession for each of the

non‑executive roles to take account of tenure

and to ensure the size, structure, composition

and diversity of the Board and its Committees

are appropriate. Where appropriate it

identified internal candidates or where an

external search may be needed, both for

emergency and longer‑term succession.

BOARD DIVERSITY

45.45%

Representation of Women on the Board

In line with Parker Review, the Listing Rules

and Hampton‑Alexander Review

recommendations

18.18%

People of Colour Board representation

Executive Director and Group Executive

Committee succession planning

During the year, the Chief Executive and Chief

People Officer reported on the succession

planning measures in place for the Group

Executive Committee (including the Executive

Directors), as well as the direct reports to

Group Executive Committee members.

This included Group Executive Committee

and Executive Leadership Team bench

strength analysis for each role identifying

short and medium‑term successors and the

diversity of the pipeline.

During the year the Executive Leadership

Team was refreshed to build strength and to

identify those critical leaders required to drive

delivery of ITV’s strategy and transformation

programmes. The Committee was satisfied

that the Company has effective executive

succession planning processes in place,

including appropriate development plans

for key individuals, and was able to

understand the roles for which external

candidates may need to be considered. The

Committee also had a session on improving

the strength, depth and diversity of Group

aspiring leadership.

Board diversity policy

Our objective to drive the benefits of a diverse

senior management team and wider

workforce is underpinned by our Board

Diversity Policy.

Our belief is that diversity at all levels is

incredibly important as it allows the

organisation to harness the benefit of

differences in skills, experience, culture,

personality, background and work‑style. We

are proud of our commitment to driving

further diversity on a Group‑wide basis.

Please refer to pages 32 to 33 for further

information on our Group‑wide diversity plan

and targets.

The Chair regularly reviews the composition of

the Board and its Committees to ensure that

they are representative of society and include

directors from the widest range of

backgrounds. Set out below are the objectives

of our Board Diversity Policy and our

assessment of performance against them.

These objectives ensure that both

appointments and succession planning

support the development of a diverse

pipeline.

Ensure ITV has a development pipeline of

high calibre senior executive candidates

and encourage senior executives to obtain

external board experience.

• The ongoing development of senior

leaders, to ensure we retain the best talent

and to broaden their skill sets and

experience to prepare them for future

senior roles is important to us. ITV runs

a high potential leadership programme,

building a pipeline of diverse talent for

senior level roles. The Rise Programme

launched in 2020 continues to promote

People of Colour talent progression at the

manager level by providing People of

Colour colleagues greater visibility with

senior leaders through networking and

sponsorship, alongside career coaching.

The programme also works with managers

and Executive Leadership Team advocates

to build race confidence and accelerate an

inclusive culture change at ITV

• Bespoke development initiatives are in

place for senior executives who have been

identified as potential successors, based

on particular development needs. These

include:

– External executive coaching, with clear

coaching objectives (including 360

degrees feedback where relevant)

– Psychometric testing, such as the

Hogan Leadership series that identifies

leadership strengths, derailers

and values

– Mentoring by a Non‑executive Director

– Business School executive education

programmes

– Non‑executive Director and Trustee

appointments where there is a suitable

match and development support for

those interested in these opportunities

Maintain at least 40% Directors

who are women on the Board over the

short to medium term

As at 31 December 2024, the Board had

45.45% women representation, including

one Executive Director and two Committee

Chairs. We have therefore exceeded the

target of 40% of women on the Board set by

ITV and the FCA Listing Rules, as well as the

Hampton‑Alexander target of 33%. Whilst the

Board recognises that an effective Board with

broad strategic perspective requires diversity,

ultimately the Board appoints candidates

based on merit and assesses potential

Directors against measurable,

objective criteria.

ITV plc Annual Report and Accounts 2024

Our principles for Board diversity also apply to

our Group Executive Committee and senior

management below this level. We are

therefore pleased that in 2025 the FTSE

Women Leaders Review ranked ITV sixth out

of the FTSE 250 and third of the Media sector

for representation of women in leadership,

with 49.4% women in the Group Executive

Committee and their direct reports. ITV was

recently listed as the top ranking UK

broadcaster/streamer in the Financial

Times‑Statista 2025 Europe’s Diversity

Leaders list that rates companies for their

inclusion and equality policies.

Maintain at least 10% Directors who are

People of Colour on the Board over the

short to medium term

As at 31 December 2024, the Board had

18.18% representation of People of Colour

with two Directors represented on the Board.

We therefore also comply with the

recommendation of the Parker Review and

the FCA Listing Rule requirement to have at

least one director of colour on the Board.

Use search firms who have signed up to the

Voluntary Code of Conduct on gender

diversity

The Board supports the provisions of the

Voluntary Code of Conduct for Executive

Search Firms which addresses gender

diversity on corporate boards and best

practice for related search processes. The

Committee ensures that executive search

agencies used for Non‑executive Director

searches are signatories to this code.

When conducting a Non‑executive Director

search, the Committee works closely with the

executive search agency to compile a long and

shortlist of candidates. Non‑executive short

lists include at least 50% female candidates,

whilst also ensuring that the non‑executive

search pool is sufficiently wide to include

other types of diversity, e. g. People of Colour,

Deaf Disabled and/or Neurodivergent

candidates with a broad range of expertise,

skills and backgrounds.

Andrew Cosslett

Chair

6 March 2025

Listing Rule 6 Annex 1

In accordance with Listing Rule 6.6.6R (10), our gender and ethnicity data in the format set out in LR6 Annex 1R as at 31 December 2024 is below.

The Board and Group Executive Committee members are asked to complete a diversity monitoring form to confirm which of the categories set

out in the table below they identify with. As Carolyn McCall and Chris Kennedy sit on both the Board and Group Executive Committee they have

been counted in both totals.

Gender

Number of Board

members

Percentage of

the Board

Number of senior

positions on the

Board (CEO, CFO,

Chair and SID)

Number of

Executive

Committee

Members

Percentage of

Executive

Committee

Men 6 54.55 3 8 72.73

Women 5 45.45 1 3 27.27

Ethnicity

Number of Board

members

Percentage of

the Board

Number of senior

positions on the

Board (CEO, CFO,

Chair and SID)

Number of

Executive

Committee

Members

Percentage of

Executive

Committee

White British or other White (including minority white groups) 9 81.82 4 10 90.91%

Mixed/Multiple Ethnic Groups ‑ ‑ ‑ ‑ ‑

Asian/Asian British 2 18.18 ‑ ‑ ‑

Black/African/Caribbean/Black British – – – 1 9.09%

Other ethnic group – – – – –

Not specified/ prefer not to say ‑ ‑ ‑ ‑ ‑

A copy of the Board Diversity policy can be found on our website

www.itvplc.com/about-itv/corporate-governance/policies

ITV plc Annual Report and Accounts 2024

Strategic Report Financial StatementsGovernance

Margaret Ewing

Chair, Audit And Risk Committee

Audit and Risk Committee Report

Dear Shareholder

On behalf of the Board, I am pleased to

present the 2024 Audit and Risk Committee

(ARC) Report which sets out the key areas

of focus during 2024 and until the date of

this report .

During 2024, the focus of the Group has been

on the strategic restructuring and efficiency

programme undertaken to reshape the cost

base and enhance profitability, whilst

continuing to grow as a vertically integrated

broadcaster and streamer, further developing

ITVX, growing the global Studios business and

digitally transforming the M&E business. ITV

colleagues have, despite an incredible

workload, risen to the challenge and delivered

positively and effectively. In this environment,

the Committee has continued to focus on risk

management, and the impact of the ongoing

restructuring on internal controls, financial

and accounting implications of the strategy

implementation, and preparing for the

evolving legal and regulatory changes.

Throughout 2024 I have maintained regular

dialogue with all members of the Committee,

the Group CFO & COO, and other members of

management, including meeting with relevant

‘agenda topic owners’ prior to each

Committee meeting to ensure the Committee

is provided with the necessary information to

enable it to guide, challenge and advise and,

when required, make informed decisions. I

also met with ITV’s legal advisers in respect of

ongoing litigation and other legal matters and

met privately throughout the year with the

lead external audit partner from PwC, and

lead internal audit partner from EY, ITV’s

provider of outsourced internal audit.

Following the launch of wave 1 of the ITV

Together Oracle Fusion finance and HR

systems and functional transformation in

2023, the detailed post go-live stabilisation

plan was implemented in 2024 with clear

focus on change management, governance

and priority action. Post stabilisation, the

focus has been on the next phase to establish

an effective Corporate Services operating

model to support the transition of the

programme to business as usual and

continuous improvement. Management

has continued to implement a detailed

programme of remediation and enhancement

to address internal control recommendations

highlighted by the internal and external

auditors in 2022 and as part of the ITV

Together implementation. The Committee

received reports from management and

external and internal auditors at each of its

meetings on the progress in the execution of

the remediation programme. The Committee

recognises that good progress has been made

and is confident the Group now has an

effective control environment; however, the

Committee also acknowledges that the Group

is on a journey of maturity and improved

formalisation, automation and monitoring of

its control processes will continue to be an

area of key focus for the Committee during

2025, in preparation for reporting on the

2024 UK Corporate Governance requirements

in 2026.

The Committee has spent considerable time

reviewing and scrutinising the Group’s

financial results, ensuring it had clear

oversight of the evolving impact of the Group’s

strategy on the business and its financial

affairs plus emerging risks. This included

adjusted performance measures and

exceptional items, progress of certain legal

and regulatory matters, disclosure and

provisioning implications. Details of the

significant financial reporting issues we

considered can be found in this report.

The Committee has also spent time

considering the Principal and Emerging Risks

to ensure they reflected the evolving internal

and external landscapes, with mitigations

implemented where possible, and that the

Group continued to operate within the risk

tolerances determined by the risk appetite set

by the Board and that the potential financial

effects of these risks are factored in the

forward looking going concern and viability

assessments where relevant. In November

and January there were deep dives into the

Group’s approach to Artificial Intelligence (AI),

including the ARC’s roles in relation to AI .

WHO IS ON THE COMMITTEE

Composition

The current members of the

Committee are:

• Margaret Ewing (Chair)

• Dawn Allen

• Graham Cooke

• Marjorie Kaplan

Full details of attendance at

Committee meetings can be

found on the table on page 67

Detailed biographies can be

found on pages 62 and 63

The Committee is composed entirely of

independent Non-executive Directors.

The Committee members have, between

them, a wide range of relevant sector and

financial experience, enabling the Committee

to fulfil its terms of reference. This includes

providing independent and robust challenge

to management and our internal and external

auditors, to ensure there are effective and

high-quality controls in place and

appropriate judgements are taken. For the

purposes of the Code, the Board considers

that Margaret Ewing and Dawn Allen have

recent and relevant financial experience.

Edward Bonham Carter stepped down from

the Committee on 1 May 2024 and Marjorie

Kaplan joined on 29 January 2025.

In this report

The purpose of this report is to highlight the role

of the Audit and Risk Committee in ensuring

oversight of the integrity of financial and

non-financial reporting, effectiveness of audit

arrangements and robustness and effective

operation of internal controls, compliance and

risk management processes.

ITV plc Annual Report and Accounts 2024

Given the rapid advancements in technology

and the future expected impact on ITV,

AI has been elevated to a principal risk and

a management committee has been

established to consider ITV’s strategy and

roadmap in this area. In addition, a

management committee (the Risk

Committee) has also been established to

better consider and co-ordinate mitigations

and activity related to all key risks across

the Group.

The Committee has also focused on

upcoming regulatory developments such as

the 2024 Corporate Governance Code and

sustainability reporting, including the

Corporate Social Responsibility Directive

(CSRD), and the compliance implications

or ITV. A dedicated Board session was held

regarding CSRD and the role of the Board

and ARC.

Information regarding the Board’s stakeholder

engagement is set out on pages 69 to 77,

which also indicates where the Committee

took account of the views of the Company’s

key stakeholders and considered their

interests in its discussions and

decision-making. This included, in May,

attendance at the Committee meeting by Sir

Clive Jones, the Chair of the Pension Scheme

Trustee, to provide an update on the Trustee’s

Pension investment strategy and governance

arrangements.

I personally want to thank all ITV colleagues

and other parties involved in the Group’s

corporate and financial integrity, controls,

recording and reporting and risk management

for their immense effort, fortitude and loyalty

during 2024 – a year that has delivered very

significant change and improvement within

ITV in a very short time frame against a very

difficult and volatile external environment.

I hope that you find this report informative and

can continue to take assurance from the work

undertaken by the Committee this year.

Margaret Ewing

Chair, Audit And Risk Committee

6 March 2025

2024 Key Matters

Matters considered at the meetings

are set out on the pages that foll

ow.

Meetings in 2024

The Committee held five scheduled meetings during the year, and one ad hoc meeting.

In addition to Committee members, the Chair of the Board, Group CFO and COO, Group

Director of Finance, Group Financial Controller, General Counsel and Company Secretary,

Group Director of Risk Management, Head of Internal Audit (EY) and External Audit lead

partner (PwC) regularly attend meetings. There were a number of private sessions during

the year when the Committee met with the External Audit lead partner and, separately,

the Head of Internal Audit.

Our role

The Committee’s terms of reference, reviewed annually and last updated in July 2024,

can be accessed on our website.

The Committee’s principal responsibilities are to oversee and provide assurance to the

Board on the integrity and quality of financial and non-financial reporting, effectiveness

of audit arrangements and robustness and effective operation of internal controls,

compliance and risk management processes. The Committee meeting agendas are

tailored to ensure emerging topics are included and to allow for ad hoc discussion and

reviews. A summary of the Committee’s activities from the date of our 2024 report and

until the date of this report is detailed on the following pages.

Annual Review

In 2024, an internally facilitated evaluation of the Committee’s performance was

undertaken. Participants in the evaluation, in addition to Committee members, included

all regular Committee meeting attendees.

The evaluation concluded that the Committee continues to work effectively, is highly

engaged and is responding appropriately to its terms of reference.

Although the evaluation did not identify any concerns, the Committee has agreed that the

areas it will focus on in 2025 will include:

1. ITV’s approach and implementation plan and readiness to comply with CSRD and all

other existing and emerging regulations and legislation regarding sustainability,

climate and other ESG related matters

2. The ongoing implementation of enhancements to the risk management and internal

controls frameworks across the Group, ensuring the Group will be ready to comply

with the new requirements of the 2024 UK Corporate Governance Code

3. An increased focus on AI and cyber security

In addition, the Chief Executive and other members of the Executive Committee will

be invited to attend relevant parts of Committee meetings on a more regular basis to

provide additional strategic and operational insight to the Committee’s reviews and

decision-making.

ITV plc Annual Report and Accounts 2024

Strategic Report Financial StatementsGovernance

Audit and risk committee report continued

EXTERNAL REPORTING

Our role Reviewed

• Monitor the integrity of published financial information and

non-financial information

• Review and challenge significant financial reporting issues,

estimates and judgements

• Review the appropriateness of accounting policies,

practices and disclosures

• Ensure compliance with relevant legal and financial

reporting standards and regulatory guidance

• Ensure consistency of non-financial disclosures,

including climate risks and opportunities, and compliance

with related evolving regulatory non-financial reporting

requirements

• Provide advice to the Board on whether the Annual Report

and Accounts (‘ARA’) are fair, balanced and understandable

and the appropriateness of the risk disclosures, going

concern statement, the long-term viability statement and

the statement regarding effectiveness of the internal

controls and risk management systems

• Quarterly, interim and full year results statements, prior to recommendation to Board for

approval, together with supporting reports from the Group Director of Finance highlighting

all key judgements and estimates

• External auditor reports, including progress updates, regarding interim review and full year

audit

• Final draft 2024 ARA, prior to recommendation to Board for approval, including review

of the Group Financial Statements, Principal and Emerging Risks disclosure, and

Non-financial reporting and disclosures and assessment that the ARA are fair,

balanced and understandable

• Assessment of appropriateness of going concern and viability statements, including

management reports on all key judgements, scenario assumptions, supporting analysis/

evidence, reporting and disclosures

• Litigation updates, including status reports and potential impact on financial results in

respect of Box Clever, CMA matters and other legal matters

• Key accounting judgements

• Reports on potential acquisitions and earnout liabilities and performance against

acquisition business case criteria

• Pension matters, including the IAS 19 accounting surplus and underlying assumptions

• Assessment of appropriateness of identification and classification of exceptional items

and alternative performance measures (‘APMs’)

• Regular tax updates and recommendation of updated tax strategy to Board for approval,

having ensured the relationship with tax authorities, particularly HMRC, is collaborative,

open and transparent

• Treasury, tax and dividend policies, updates and funding strategy

• Developments in financial and corporate reporting, particularly in respect of CSRD and

other ESG/climate-related regulatory reporting requirements (see climate-related

governance later in this report)

• Finance team structure and resourcing

• Process to allow subsidiary entities to be considered for audit exemption using

a parental guarantee

• Progress in preparation, audit and filing of all FY23 subsidiary statutory accounts by

regulatory filing dates

ITV plc Annual Report and Accounts 2024

SIGNIFICANT AUDIT RISKS AND ACCOUNTING JUDGEMENTS

In planning its agenda and reviewing the audit plans of the internal and external auditors, the Committee has considered significant operational and

financial issues and risks which may have had an impact on the Company’s financial statements, internal controls and/or the delivery and execution of

the Company’s strategy (including changes in the nature and significance of some of the Group’s Principal Risks).

The Committee focused on assessing whether management had made appropriate judgements and estimates in preparing the Company’s financial

statements, particularly with regard to the significant issues listed below. These issues were subject to robust challenge and debate between

management, the external auditor and the Committee. The Committee also reviewed detailed external auditor reports outlining work performed and

any issues identified in respect of key judgements and estimates – see the Independent Auditor’s Report on pages 130 to 136. The Committee concluded

there was no significant disagreement or unresolved issue that required referral to the Board.

Risk of fraud (particularly in revenue recognition)

Issue Action taken by the Committee Outcome/future actions

The nature of ITV’s

business, including

advertising and production,

means that there are

potential risks of revenue

recognition and other fraud,

including collusion with

advertisers, facilitation

payments, fraudulent

payments to suppliers or

employees and

manipulation of profits or

hiding fraud by use of

accounting journals.

Review of the work undertaken to update ITV’s Fraud Risk

Management Framework in line with the UK’s new

corporate offence of ‘Failure to Prevent Fraud’. In 2024, the

framework has expanded beyond the scope of core

finance, and now includes both commercial and

production fraud risks. Moreover, the analytics used to

monitor high-risk fraud transactions have been continually

assessed and enhanced.

The Committee also considered the Group’s changing risk

landscape and the implications for non-financial fraud

risk.

In addition, the Committee reviewed the results of PwC’s

data auditing techniques for advertising revenue, journals

and payroll as well as their conclusions relating to fraud

risk in revenue recognition.

The new UK corporate offence of ‘Failure to Prevent Fraud’

comes into effect from September 2025. The Committee

considered ITV’s plan to respond to the new legislation

including:

• Further risk assessment workshops and training for UK

and International Studios and Group Central Services

colleagues

• Review of the procurement process to ensure updated

fraud risk provisions are included within the supplier

selection and negotiation process

• Updates to training content and targeted training of senior

management

• Testing of anti-fraud controls, including any remediation

where necessary

The Committee agreed with management’s assessment

that the overall control framework remained effective and

the Group’s revenue recognition processes included a

robust control framework to effectively mitigate the risk of

material financial fraud.

Exceptional items including APMs

Issue Action taken by the Committee Outcome/future actions

During 2024, management

proposed a number of

matters to be classified as

exceptional items and/or

APMs. (See note 2.1 to the

financial statements and

page 36 for an explanation

of the exceptional items

policy).

The Committee continued to closely scrutinise the

application of the Group’s policy on exceptional items and

APMs, spending considerable time reviewing the existing

policy and challenging management’s proposed

classification. The Committee scrutinised in particular

those exceptional items that recur over a number of years,

such as restructuring, and transformation costs, or

frequently occurred, e.g., legal costs, and considered the

views of the external auditor.

The Committee concluded that the policy in respect of

exceptional items and APMS, and management’s

approach to these items, were appropriate.

The Committee also recognised that management had

exercised discipline on the categorisation of costs as

exceptional items and APMs, the policy had been applied

consistently and the amounts were clearly disclosed in

the ARA.

The Committee will continue to review the exceptional

items and APM policy and definitions regularly, consider

evolving regulatory scrutiny and challenge the impact of

exceptional items and other APMs on reported earnings.

ITV plc Annual Report and Accounts 2024

Strategic Report Financial StatementsGovernance

Audit and risk committee report continued

SIGNIFICANT AUDIT RISKS AND ACCOUNTING JUDGEMENTS

Review of legal cases

Issue Action taken by the Committee Outcome/future actions

ITV is subject to ongoing

legal disputes where the

outcome is not certain,

including the quantum of

liability (actual or possible)

in respect of the Box Clever

pension scheme deficit, and

the UK Competitions and

Markets Authority (CMA)

investigation that

commenced in 2023.

Throughout 2024, the Committee reviewed management’s

updates on its various outstanding legal cases and any

potential liability that might arise from them. In addition,

twice during the year, the Committee Chair met with the

Company’s various external legal advisers to understand

their perspectives on the status of the various legal cases.

In respect of Box Clever, the Committee continued to

receive regular updates on progress in settling the dispute

in accordance with the Heads of Terms that were agreed in

July between ITV, the Pension Regulator (tPR), the Board

of the Pension Protection Fund (PPF) and the ITV Scheme

Pension Trustee and ensured that the resulting

provisioning and disclosure required in relation to this

long-running legal matter is appropriate. A Settlement

Agreement was signed in December (see note 3.7 of the

Financial Statements for further information).

With regards to the CMA investigation, the Committee

considered the contingent liability disclosure proposed by

management and agreed with management’s conclusion

that it is not possible to reliably quantify any liability that

might result from the investigation.

The Committee discussed the provisions held and related

disclosures in respect of all other material legal cases.

Following considerable discussion and input from the

external auditor and legal adviser, the Committee agreed

that the provision and disclosure made in respect of Box

Clever was appropriate, given the agreement with the

Pensions Regulator, Box Clever pension trustees and the

ITV Pension Trustees See note 3.7 to the Financial

Statements.

The Committee agreed that the contingent liabilities

disclosure proposed by management was appropriate.

The Committee also considered other ongoing legal

matters and agreed with management’s proposed

position and related disclosures.

ITV plc Annual Report and Accounts 2024

OTHER SIGNIFICANT ISSUES IMPACTING FY24 AND/OR FUTURE YEARS

Acquisitions and related liabilities

Issue Action taken by the Committee Outcome/future actions

Acquisition liabilities are

amounts payable to former

owners of businesses

acquired for remaining

minority shareholdings. The

payments are linked to the

financial and/or operating

performance of the

business over future

periods and are usually

linked to continued

employment.

The Committee reviewed management’s process to

determine the expected future payments and the related

year end liability, including the classification of those

costs linked to employment as exceptional.

In 2024 two new companies were acquired: Hartswood

Films Limited and Eagle Eye Drama Limited. The

Committee considered management’s post-acquisition

review and, in light of the review, the appropriateness of

the anticipated future payments.

The Committee agreed with management’s assessment

of expected future payments for Hartswood Films Limited

and Eagle Eye Drama Limited, and other previous

acquisitions.

Pensions risk management

Issue Action taken by the Committee Outcome/future actions

Managing the impact of

economic turbulence in the

year on the investment

strategy of the ITV Pension

Scheme and the valuation

of pension assets and

liabilities.

The Committee received an update on the management of

the Group’s pension risks, with a focus on investment

governance and strategy. Strong risk management and

maintaining the risk exposure in balance were

fundamental objectives.

The Committee noted the update and was confident that

the actions taken meant that the risks identified continued

to be managed and maintained as previously agreed with

the Committee.

Treasury and financial risk management

Issue Action taken by the Committee Outcome/future actions

During 2024 the Committee

considered updates from

management on the impact

of financial risks affecting

the business.

The Committee reviewed the Group’s debt maturity profile

and the proposed options to address the short-term

refinancing needs of the business with a term loan from

relationship banks. Subsequently, a €500million Euro

Bond with maturity in 2032 was issued and used to repay

the £230million term loan (scheduled to mature in 2027)

and 40% of the €600million bond (maturing in 2026). In

addition, a £200 million Credit Default Swap (CDS) facility

was established.

The Committee received an update regarding changes to

counterparties in existing liquidity facilities.

The annual review of treasury policies focused on

mitigation of foreign exchange risk.

The Committee considered, supported and approved

management’s proposed policy changes and the actions

taken to mitigate other financial risks.

The Committee also recommended to the Board the

approval of the financing proposals of management to

ensure the Group retains appropriate liquidity to support

delivery of the Group’s strategy, particularly in the current

uncertain and volatile economic and political

environment.

IR35

Issue Action taken by the Committee Outcome/future actions

From April 2021 the

responsibility for

undertaking IR35

employment status

assessments, and where

necessary withholding

PAYE and paying NICs,

passed to the employer,

rather than remaining with

individuals and their

personal service

companies. ITV has been in

continuous discussion with

HMRC on this matter

throughout 2024.

The Committee considered updates from management on

developments in the application of IR35 and status of

ongoing discussions with HMRC regarding the tax status

and treatment of ‘front of camera’ presenters who were

not employees.

During the latter part of 2024, the Committee considered

management’s proposed changes to the provision

recorded at 30 June 2024, updated to reflect ongoing

discussions with HMRC, including the removal of certain

prior years no longer in scope. Management proposed to

classify those amounts related to prior years as

exceptional, given their materiality and nature.

The Committee considered and supported management’s

proposed increased provision and proposed accounting

treatment, taking into account the external auditor’s

views.

The Committee noted the outcome of ITV’s discussions

with HMRC and the implications for the relevant ‘front of

camera’ individuals.

ITV plc Annual Report and Accounts 2024

Strategic Report Financial StatementsGovernance

Audit and risk committee report continued

OTHER SIGNIFICANT ISSUES IMPACTING FY24 AND/OR FUTURE YEARS

Audio-Visual Expenditure Credits (AVEC)

Issue Action taken by the Committee Outcome/future actions

HM Treasury and HMRC

have established a new

audio-visual tax regime

(AVEC), replacing the

High-End Television (HETV)

Tax Credit regime in the UK

which results in a reduced

effective tax rate and a

potential Pillar 2 top-up tax

liability.

The Committee considered the impact of implementing

the new UK tax credit regime from 1 January 2024 on

adjusted EBITA.

The Committee considered and supported management’s

recommendation noting that this would have no impact on

the Group’s future reported and adjusted profit after tax.

Going concern and viability assessments

Issue Action taken by the Committee Outcome/future actions

In light of the continuing

uncertain economic

environment, the

Committee applied

considerable scrutiny to

management’s

assumptions, stress testing

and scenario analyses

supporting the going

concern and viability

statements as well as

seeking impartial external

views on ITV’s viability.

The Committee reviewed and challenged management’s

process and assessment of going concern, longer-term

prospects and viability by considering forecast cash flows,

base case and downside scenario analysis, the results of

further stress testing of those scenarios, and other

principal risks, including continuing uncertainty in the

macro environment.

In reaching its view, the Committee also considered (i)

analyst and other expert commentary to understand the

wider market view on the Group’s future financial

performance and viability; (ii) Board-approved financial

budgets and forecasts; (iii) the Group’s financing facilities

including covenants and future funding plans; and (iv) the

external auditor’s findings and conclusions on this matter.

The Committee also considered the adequacy and

accuracy of the disclosure in the 2024 ARA in respect of

the Group’s ability to continue as a going concern and its

future viability.

Following this thorough review and strong challenge of

management’s assumptions, the Committee considered

the assessment to be appropriate and recommended the

viability statement and related disclosures for approval by

the Board. The Committee also concluded that it

remained appropriate to adopt the going concern basis of

accounting in preparing the consolidated financial

statements and the relevant ARA disclosure was

appropriate. See pages 143-144.

Given the uncertain economic outlook, and its impact on

the demands for content production and advertising, the

Committee will continue to closely monitor the Group’s

financial status and prospects.

Impairment assessment

The continued uncertainty

in the economic

environment, with

increasing costs, inflation

and interest rates, and its

impact on the trading

outlook for the Group, may

give rise to indicators of

impairment of value of

certain Group assets.

The Committee considered and challenged:

• Management’s assessment of the level of aggregation of

assets for cash-generating units (CGUs) and agreed that

no changes were required

• The basis for calculating the discount rate for each CGU,

having sought the external auditor’s views on the

methodology applied and outcome, and consequently

agreed that the discount rates were considered

appropriate in the current economic environment

• Management’s assessment of impairment, incorporating

the cash flows used to assess going concern and viability

assessment, and noted that no impairment was required

in either the base case or other scenarios for the Studios

and M&E CGUs. Management’s assessment of the cash

flows of the SDN CGU showed a significant decrease since

the prior financial year and it was agreed that the related

goodwill was impaired

Having received the views of the external auditor following

their detailed audit of management’s assessment of the

carrying value of CGUs, including goodwill, the Committee

agreed that the SDN goodwill was fully impaired but no

impairment of the Studios or M&E CGUs or related

goodwill is required.

ITV plc Annual Report and Accounts 2024

RISK MANAGEMENT AND INTERNAL CONTROLS

Our role Committee reviewed

• Assist the Board to establish and articulate overall risk

appetite and oversee and advise the Board on specific

strategic risk exposures and mitigations

• Review the effectiveness of the risk identification and

mitigation processes and undertake deep dives into

high-risk business areas or processes

• Review the effectiveness of the internal control and risk

management framework

• Oversee appropriate compliance, speaking up and fraud

prevention arrangements

• Biannually, management’s conclusions regarding principal and emerging risks and

uncertainties and associated mitigations

• Progress in implementing the enhanced ERM framework, including enhancements to the

risk governance structure

• Progress in improving operational risk management capability for security, duty of care,

and crisis management

• Insurance arrangements and policies, including how those support mitigation of principal

and other financial risks

• Progress in implementing the financial controls framework and establishing the Corporate

Services operating model

• Ongoing programme of improvements to technology and IT-related controls and

governance environment

• Mapping of the internal audit plan and other assurance provision to key principal and

operational risk areas to understand assurance coverage

• Outcome of the risk focused audits undertaken by the internal auditors, including

implementation of agreed actions to address audit conclusions

• Enhancements to the Speaking Up policy and report on ongoing actions taken to

strengthen Speaking Up processes and further increase awareness across the

organisation, including reflection and implementation of the relevant recommendations

arising from the Committee’s deep dive review in July 2023 and the external review by

Jane Mulcahy KC. This has included the establishment of a Complaints Handling Unit,

refreshed training and workshops and internal communication to break down barriers to

speaking up

• The continuing progress in the implementation of data privacy and governance

enhancements, including actions arising from the internal audit of the effectiveness of

relevant processes

• Biannually, effectiveness of compliance framework and monitoring

• The Group approvals framework, including M&A approvals process and approved

amendments

• Fraud risk and fraud prevention, detection and controls framework and its effectiveness

• Transformation Programme updates, particularly in respect of ITV Together

• Deep dives on the Group’s resilience to key risks, including cyber, crisis management, duty

of care, data privacy and Speaking Up

• The internal audit conclusions and recommendations regarding the effectiveness and

maturity of the second lines of defence in respect of the Group’s financial, IT general,

reporting, operational and compliance controls

Risk management

Throughout 2024, the Committee has

remained focused on the evolving risk

management framework and approach, given

the Group’s ever changing risk landscape,

implementation of significant change

programmes and internal structural changes

requiring improved coordination of risk

management.

The Committee has been very pleased to

observe the significant progress that has been

made in strengthening the Group’s risk

management framework during 2024, thereby

establishing a solid foundation to navigate

ITV’s evolving risk landscape. The Group has

adopted a more integrated approach to risk

management, breaking down silos to ensure

that operational and principal risks are

cohesively managed, with enhanced

ownership and further embedding a risk-

aware culture across the Group. Cultural and

capability risks are being addressed by

ensuring education initiatives improve risk

understanding across teams. These

enhancements are essential as ITV adapts to

emerging challenges such as generative AI

and regulatory changes.

The Group’s crisis management capabilities

have been enhanced through simulation

exercises with the Executive Committee

(ExCo), which emphasised the importance of

preparedness and agile decision-making.

These exercises tested ITV’s response

mechanisms and identified opportunities to

better align ExCo discussions with our risk

appetite. The ongoing strengthening of the

financial and technology control environment

further demonstrates management’s and the

Board’s commitment to robust governance.

The enhancements during the year and the

Committee’s discussions with management

relating to risk management (plus results of

relevant internal audits) provided a strong and

solid basis for the Committee to be able to

confirm to the Board that ITV has throughout

2024 maintained an effective and continually

improving risk management framework. The

Group has built a strong risk management

foundation and is continually adapting to the

changing risk environment. While the

approach is effective, management are

committed to refining risk appetite

discussions, deepening accountability, and

enhancing risk awareness across the

business, ensuring ITV’s risk management

framework remains resilient and responsive to

future challenges.

ITV plc Annual Report and Accounts 2024

Strategic Report Financial StatementsGovernance

Audit and risk committee report continued

Internal controls over financial

reporting

The Group’s risk management framework is

described in detail in the Risk and

Uncertainties section of the Annual Report on

pages 49 to 53. The Committee’s role,

described on page 91, is to ensure the risk

framework remains resilient and allows the

Group to respond appropriately to challenges,

including emerging and principal risks. A key

element of the internal controls and risk

management systems is in relation to

financial reporting processes and preparation

of the consolidated accounts.

During 2024, the Committee received regular

updates from the Financial Governance and

Compliance team, following a second line

assurance review of ITV’s core finance

processes and controls post Oracle Fusion

Go-Live (part of the ITV Together programme

that was implemented in early 2023). Where

specific areas for improvement were

identified, it was noted that remediation was

already underway, or workaround controls

were in place.

These updates provided the Committee with

the opportunity to obtain additional visibility

over the financial reporting control

environment during the year, particularly

those areas not covered in the Internal Audit

plan. In addition, the Committee considered

the suite of automated analytics that enable

ongoing monitoring of high-risk financial

transactions and access controls across

Group systems. From an IT perspective, the

Committee has observed significant

improvements to the controls posture of key

financial applications. It is satisfied with the

progress made in addressing prior year

improvement recommendations in certain

aspects of the financial reporting control

framework, as well as the ongoing initiatives

aimed at driving continuous improvements in

this area.

As part of the ARC’s role in ensuring that the

Group maintains effective and robust internal

controls over its financial reporting, the

Committee reviews in detail the consolidated

financial statements and related commentary

that supports the Group’s published half year

and full year results announcements (and

audited annual financial statements) and the

Q1 and Q3 trading updates. This review is

facilitated by the monthly consolidated

financial statements received and reviewed

by the Group Executive Committee and

Board. These include financial KPIs, with a

detailed commentary explaining the key

drivers of the financial performance and

significant variances to the annual budget,

updated forecasts during the year and prior

year analysed and explained.

During 2024, following the implementation of

the restructuring and efficiency programme,

the Committee reviewed and approved

amendments to the Group’s approvals

governance structure, approvals framework

of delegated authority and approval limits,

and policies and processes related to

corporate transactions (including

investments).

The Committee is satisfied that the Group’s

internal controls over financial reporting have

operated effectively throughout the year, with

no material weaknesses identified. The

Committee’s conclusion took into

consideration the programme of internal audit

reviews, second line Group Finance,

Compliance, Data Privacy and IT assurance

reviews, quarterly management financial and

IT control self assessments, the year-end

review undertaken by the external auditors

plus the regular updates provided by

management during the year on progress in

addressing the improvement

recommendations.

In 2025, the Committee will continue to

receive regular updates from the relevant

change programme and compliance, financial,

operational and technology controls sponsors

and leadership teams.

Generative Artificial Intelligence

(GenAI)

The Committee is aware that GenAI has the potential to significantly

accelerate change across the media industry. As well as providing

creative and financial opportunities, the Committee is also aware of

the emerging risk posed by GenAI and the potential impact on ITV.

During the year, the Committee was focused on understanding all

aspects of GenAI and invited EY to hold a Board session with a focus

on the assessment and mitigation of risk to further support the

Committee’s (and Board) oversight.

The Committee concluded upon recommendation from the

management team that GenAI be elevated to a principal risk due to

its transformative potential and the material implications (both

positive and negative) for the business. To help mitigate this, a

governance structure was put in place and the AI Governance

Committee was set up to provide oversight and ensure that ITV’s

adoption and use of GenAI technology aligns with legal and ethical

principals. The AI Governance Committee reports to the Group

Executive Committee and works closely with management’s Risk

Committee providing regular updates to the Board and ARC on the

following;

• Implementation of a GenAI Policy, internal communications

and training

• The identification of operational and strategic risks

• Risk appetite and the elevation of GenAI as a principal risk

• Establishment of consistent approach to governance regarding

technology

• The pilot of GenAI tools

In 2025 GenAI will remain a significant focus of the Committee given the

importance of the rapid developments in GenAI and emerging risks.

Material Controls

In 2024, the Committee focused on ensuring compliance with the

enhanced requirements of the 2024 UK Corporate Governance

Code regarding internal controls. This included supporting the

development of a comprehensive Group-wide programme to

reconfirm our material controls, encompassing all key risk areas.

The Committee actively engaged with management on this

programme throughout the year, receiving regular updates on key

activities such as:

• Defining the scope of those material controls that should be

included in the Board’s attestation and our approach to assessing

their effectiveness

• Engaging with external experts and peers to benchmark best

practices

• Reviewing and updating roles and responsibilities for

internal controls, considering the impact of the Group’s

restructuring programme

• Enhancing the Group’s Risk and Control Framework to ensure it

continues to be robust and includes clear risk appetite statements

and metrics

• Establishing our assurance approach to enable us to better provide

evidence of the effectiveness of material controls

The Committee is pleased with the progress made in 2024 in

strengthening our control environment. This will remain a key focus

area in 2025 as we continue to embed these changes and prepare for

the 2024 Code reporting requirements

ITV plc Annual Report and Accounts 2024

SUSTAINABILITY AND CLIMATE‑RELATED GOVERNANCE

Our role Items covered

Reviewing ITV’s global sustainability environmental and

climate risk mitigation strategies, targets, progress and

reporting in compliance with the Task Force on

Climate-related Financial Disclosures (TCFD), Climate-

related Financial Disclosures (CFD) and other existing or

upcoming sustainability and environmental (and other ESG

related) reporting requirements.

Assessing the integrity of the targets and data included in

the reporting and obtaining appropriate assurance on its

completeness, reasonableness and accuracy.

• Report from the independent provider of limited assurance over Greenhouse Gas (GHG)

emissions data, including Scope 1, 2 and 3

• ITV’s TCFD reporting, including ITV climate scenario analysis and consequential risks and

impact (including financial)

• Climate risk embedded into ITV’s Principal Risks

• Progress made on the double materiality assessment and preparation for compliance as

part of the EU Corporate Sustainability Reporting Directive

Sustainability and Climate‑related

governance

The Committee plays a key role in the

governance of sustainability and

climate-related risks and opportunities and

the Group’s compliance with sustainability

environmental and climate risk-related

regulatory reporting requirements. During

2024, management briefed the Committee on

progress in further embedding sustainability

(including climate) actions, risks and

opportunities into the running of the business,

including how the management of this topic

has been adapted to broader governance

changes across the business. The Committee

agrees with management’s assessment that

the financial impact of known risks and

opportunities is not material.

The Committee also reviewed the

methodology and internal quality assurance

processes over GHG emissions reporting,

following the implementation of a new

environmental reporting system across

ITV, and the results of the independent

limited assurance provided over carbon

footprint data.

The Committee is encouraged by the

continued progress made by management

to meet the minimum requirements for TCFD

disclosures, and in starting to deliver against

ITV’s ambitious environmental targets

through an improved approach to climate

transition planning, in line with upcoming

regulatory requirements.

Key areas of focus for the Committee during

2025 will include reviewing the update to

ITV’s Climate Scenario Analysis as part of its

climate-related risk management approach,

the establishment of its Climate Transition

Programme, the publication of updated

external environmental targets and the

preparations for new regulations and reporting

requirements, including the EU Corporate

Sustainability Reporting Directive.

ITV plc Annual Report and Accounts 2024

Strategic Report Financial StatementsGovernance

Audit and risk committee report continued

INTERNAL AUDIT

Our role Items covered

• Monitor and review the effectiveness and independence of

the internal audit function

• Review and approve the internal audit plan and monitor its

implementation, approving any amendments to the plan

• Review the continued appropriateness of the outsourcing

of the internal audit function, and if outsourcing remains

appropriate, oversee the tendering of the internal audit

contract and approve the appointment of the internal

auditor and the remuneration and terms of engagement

• Performed an assessment of internal audit independence and effectiveness

• Approved the 2024 and 2025 internal audit plans, recognising they would evolve during the

respective years as new risks and strategic priorities emerge

• Reviewed internal audit reports, including a review of activity, key recommendations

arising from audits, themes across audits, status reports on action plans and regulatory

and programme compliance

• Annual review of risk acceptance of audit findings

• Meeting regularly with the internal auditor in the absence of management

• Consideration of the appropriate future operating model for internal audit, given the

Group’s strategy and the rapidly changing external industry environment, plus structural

changes implemented across the Group during 2024

Internal audit

During 2024 ITV has continued to adopt the model of a fully outsourced internal audit function, provided by EY since April 2022.

In addition to a formal discussion, the Committee assesses the effectiveness of the internal audit throughout the year using a number of

measures, including the Committee’s private sessions with the internal audit partner, reports from internal audit on the development and delivery

of the internal audit plan, communication of results of reviews performed and the completion of agreed actions arising from reviews.

Prior to the start of the year, the Committee approved the 2024 internal audit plan, which was structured to align with ITV’s strategic drivers and

principal risks and addressed operational, financial, compliance and technology controls and a number of key operational risks and critical change

programmes.

During 2024 the Institute of Internal Auditors issued its revised Global Internal Audit Standards (effective from 9 January 2025). EY provided the

Committee with an assessment of ITV’s compliance with the revised guidelines, including updating the Internal Audit Charter, which was approved

by the Committee in September. The Committee was pleased to note that it complied in all respects with the revised guidelines.

In March 2024 ITV announced its new strategic restructuring and efficiency programme, to be implemented from June. This resulted in

management’s focus being on priorities related to the implementation of this programme for a number of months. In addition, there were changes

in the core EY IA team. These two factors have contributed to delays during the year in delivery of the internal audit plan.

The Committee has concluded that, overall, we gained improved insight from the internal audits completed, particularly the specialist audits, with

improvements in various control areas and processes being implemented as a result of internal audit recommendations. The internal auditor also

provided the Committee (and therefore the Board) with valuable insight on the culture across the Group and the reflection of the Group’s values

by management and other employees.

The Committee has given further consideration to the internal audit and assurance requirements of the Board and Group, particularly as it

prepares for continuous compliance with the revised requirements of the Code, implements the CSRD regulations, embeds the recent

restructuring and its risks continue to evolve. Effective from April 2025, ITV will adopt a co-sourcing model for the provision of its internal audit

requirements, with an experienced head of internal audit appointed to lead the function and delivery of the 2025 and future audit plans. The

Committee is confident that this will continue to allow best practice in terms of a risk-based approach and auditing techniques, continuous robust

and independent challenge, and the use of specialists in high-risk areas and across the various geographies.

EXTERNAL AUDITOR

Our role Items covered

• Oversee the relationship with the external auditor

• Review the quality and effectiveness of the external

audit, including approval of the annual audit plan, and

the procedures and controls designed to ensure auditor

independence and objectiveness

• Review and make recommendations to the Board on the

tendering of the external audit contract, and the

appointment, remuneration and terms of engagement of

the external auditor

• Regularly meeting with the external auditor in the absence of management

• Review, challenge and subsequent approval of H1 review and FY24 audit strategy/plans

• PwC’s reports on the H1 review and FY24 audit progress, findings and conclusions

• Auditor opinion on FY24 financial statements

• Recommendation to reappoint PwC at 2025 AGM

• Approval of non-audit services policy

• Approval of 2024 audit fee proposal

• Consideration of the ongoing independence of the external auditor and the evidence of

quality and effectiveness in the delivery of the audit

• Review outcome for FY23 external audit quality indicators (AQIs), setting of the 2024 AQI

measures and subsequent consideration and monitoring of performance against these,

including post the FY24 audit

100

ITV plc Annual Report and Accounts 2024

External audit effectiveness

and quality

In undertaking its key responsibility in respect

of assessing external audit quality the

Committee has focused on:

• FRC’s Audit Quality Review (AQR): The

Committee is pleased to note that none of

the AQR team’s findings were considered

to be of sufficient significance to be

included in the AQR team’s report.

Additionally, the AQR team’s report noted

two particular areas of good practice,

being effective two-way communication

and extensive summaries of control

observations including PwC’s

recommendations and management

responses

• Audit Quality Indicators (AQIs): The

Committee regards AQIs as a meaningful

and valuable tool. In May 2024, the

Committee assessed the external

auditor’s effectiveness and performance

in 2023 against seven AQI pre-determined

targets. This highlighted an effective audit

had been delivered, identifying areas for

improved coordination and planning with

management. A final review of the

performance of the AQIs against the 2024

targets will be undertaken in May 2025

• Audit plan and strategy: The Committee

discussed, challenged and subsequently

approved PwC’s detailed audit plan and

strategy, including the intended scope of

the audit (impacted by the application of

ISA (UK) 600 (Revised)), identified

significant and elevated audit risks, the

level of materiality proposed and the

principles of PwC’s centrally directed audit

approach. The Committee welcomed the

plan to enhance the testing of IT controls

• Auditor’s reporting (written and verbal)

to the Committee: Reporting to the

Committee included regular updates on

progress in delivery of the audit plan,

amendments required for changes in risk

assessment and insight, and robust

challenge of the key accounting

judgements. In concluding on its

inspection of PwC’s 2023 audit, the FRC’s

Audit Quality Review report highlighted

‘reporting to the Audit Committee’ as an

aspect of audit ‘good practice’

• Interaction with auditor: The numerous

interactions with the auditor (formal and

informal) provided the Committee with an

insight into the quality of the audit process

and the audit leadership team. The

Committee noted that PwC challenged

management robustly on key judgements

and estimates, accounting treatments and

disclosures. The Committee also reviewed

PwC’s 2024 transparency report

• Internal evaluation session: Drawing the

above assessments together, the

Committee discussed its overall

conclusion on the effectiveness of the

auditor, particularly the challenge and

robustness of approach that PwC applied

to its audit and how this aligned with the

provisions contained in the Audit

Committees and the External Audit:

Minimum Standard in assessing the

effectiveness of the external auditor and

the audit process as appropriate

The Committee confirms it has complied with

the Audit Committees and the External Audit:

Minimum Standard

The assessments above enabled the

Committee to conclude that PwC has

continued to provide a high-quality robust

audit, which it conducted with rigour and

effective and constructive challenge,

including questioning key accounting issues,

and exercising professional scepticism in its

review of management’s assumptions,

judgements and assertions

The Committee appreciated the quality of

communications of the lead and technology

audit partners, the detailed risk-based

planning and the structured approach to

finding the right solution, supported by the

effective use of PwC internal experts and

specialists

Audit tender and rotation

PwC was appointed as the external auditor for

ITV effective from 1 January 2021, following a

formal competitive tender process, including

seeking investor views and agreement. The

current PwC lead audit partner, Jonathan

Lambert, has led the audit since the beginning

of PwC’s tenure at ITV. The Company will put

the external audit contract out to public

tender at least every ten years and, in line with

regulation and professional and ethical

guidance, Jonathan Lambert will step down

as lead audit partner following the completion

of the FY25 audit.

The Company confirms that it has complied

with the provisions of the CMA‘s Statutory

Audit Services for Large Companies Market

Investigation (Mandatory Use of Competitive

Tender Processes and Audit Committee

Responsibilities) Order 2014 for the financial

year under review.

Independence and objectivity

In addition to the above assessment of the

effectiveness and quality of the audit, the

Committee seeks to assess and ensure the

objectivity and independence of the external

auditor through:

• Focus on the assignment and rotation of

key personnel

• The adequacy of audit resource

• The Policy on the Independence and

Objectivity of External Auditors (approved

in February 2024), which includes

restrictions on the provision of non-audit

services and the hiring of former external

auditor employees. This policy is available

on the governance section of ITV’s

website: www.itvplc.com/investors/

governance/policies

The Committee has concluded that the

external auditor remains independent and

objective.

Non‑audit services

In accordance with the Independence and

Objectivity of External Auditors policy, in 2024

the Company incurred fees for non-audit

services of approximately £200,000 (2023:

£1,500,000) which related principally to the

review of the interim financial information. For

information on audit fees see note 2.1 to the

financial statements.

Committee conclusions and

confirmations

Fair, balanced and understandable

The Board is required to provide its opinion on

whether it considers that the Company’s 2024

ARA, taken as a whole, are fair, balanced and

understandable, and provide the information

necessary for shareholders to assess the

Company’s position and performance,

business model and strategy.

The Committee discussed the preparation of

the Company’s 2024 ARA with the Board. To

support the Board in providing its opinion, the

Committee considered the assigned

responsibilities for content and overall

cohesion and clarity of the ARA and assessed

the quality of reporting through discussion

with management and the external auditor.

Specific areas of challenge included the

presentation of exceptional items and other

APMs, the equal prominence of GAAP and

non-GAAP financial measures within the front

half of the ARA and the description of going

concern and viability statement assumptions.

The process included considering each of the

elements (fair, balanced and understandable)

on an individual basis to ensure ITV’s reporting

was comprehensive in a clear and consistent

way, and in compliance with accounting

standards and regulatory and legal

requirements and guidelines. The reviews

carried out by internal functions within the

Company and independent reviewers were

undertaken with a view to ensuring that all

material matters have been reflected in the

Company’s 2024 ARA, and that they correctly

reflect:

The Company’s position and performance

as described on pages 16 to 30

The Company’s business model as

described on pages 2 and 3

The Company’s strategy, as described on

pages 8 to 9

Following its review, the Committee advised

the Board that the Company’s ARA for the

year ended 31 December 2024 were fair,

balanced and understandable.

101

ITV plc Annual Report and Accounts 2024

Strategic Report Financial StatementsGovernance

In this report

The purpose of this report is to set out for

shareholders the principles and policy we apply to

remuneration for our Directors and to update you

on how we have applied these for the financial

year ended 31 December 2024. The report also

aims to demonstrate how our current approach

and our Remuneration Policy align with our

strategy, support the retention of key talent and

reward them for strong performance.

Remuneration report

Remuneration Committee (page 104)

Overview of remuneration in 2024 and

2025 (pages 105 and 106)

Annual Report on Remuneration

(from page 107)

Directors’ Remuneration Policy

(from page 117)

Remuneration across the Company

(page 118)

Other disclosures (from page 117)

Dear Shareholder

The pace of change in the broadcast sector

remains significant. Consumer choice has

broadened with our competitor set now

composed of international streamers and

global tech corporations, and the emergence

of Generative AI technology could further

accelerate change across the media industry.

This has been a challenging year given the

tough market context, but one in which

significant progress has been made in

reshaping the business for the future. ITV has

continued to strengthen its organisational

capabilities whilst retaining its creative edge

as it transitions to be ‘More than TV’. We

continue to drive our ambition to evolve ITV

into a more agile, digitally led media and

entertainment business.

In 2024 we continued to deliver against each

of our three main strategic objectives. Studios

deployed its global scale and strength to win

business across all major genres and

geographies. ITVX celebrated its second

anniversary and through the quality and depth

of its content delivered significant growth in

digital viewing and digital advertising. Over the

past two years, ITVX has been the fastest

growing streaming service in the UK. The linear

broadcast business continued to

demonstrate its extraordinary ability to deliver

mass, simultaneous audiences. In addition,

innovations such as Planet V, the platform

enabling the growth of ITV’s digital

advertising, reinforced ITV’s position as the

clear leader in UK commercial television.

The decline in ITV Studios revenue driven by

the impact of the 2023 US writers’ and actors’

strikes and a softer market from the free-to air

broadcasters has meant that total external

revenues for 2024 were down 4% on the prior

year at £3,488 million. However, the growth in

Total Advertising Revenue and profitability in

both divisions resulted in 11% rise in adjusted

EBITA with well over half of our profits now

coming from Studios and the digital business.

The adjusted EBITA outcome of £542 million

represents a very strong result, delivered

despite challenging economic headwinds.

During 2024 we also undertook a Group wide

strategic restructuring and efficiency

programme to reshape the cost base,

enhance profitability and support the growth

drivers of Studios and Streaming. The

programme delivered £60m of incremental

annualised savings in 2024 against £24 million

in 2023. These cost savings have enabled us to

invest in the business, offset inflation and

improve the margin in both ITV Studios and

M&E. We are close to completing a £235

million share buyback programme following

the successful sale of Britbox International

and are pleased to be proposing a full year

dividend at 5.0 pence, consistent with last

year. Overall delivery of £400m to

shareholders through the share buyback and

dividends represents an increase in earnings

per share of 23%.

Incentive outcomes

The Company’s performance in a challenging

macro environment was reflected in the

incentive outcomes. The 2024 annual bonus

was based on adjusted EBITA (50%), cash

conversion (10%), cost savings (10%)

individual strategic targets (20%), as well as a

scorecard of ESG priorities (10%). Financial

targets were set to be stretching but realistic

in the context of advertising market

uncertainty.

The Company’s

performance in a

challenging macro

environment was

reflected in the

incentive outcomes.

Sharmila Nebhrajani OBE

Chair, Remuneration Committee

102

ITV plc Annual Report and Accounts 2024

As stated, adjusted EBITA grew by 11% to

deliver a result of £542 million which was a

strong performance against expectations at

the start of the year. Cash conversion was

ahead of planned results and progress was

made against our ESG scorecard measures.

The success of the strategic restructuring and

efficiency programme meant that the cost

savings target was significantly overdelivered,

which importantly will leave the business on a

stronger footing for the future. As noted

above, the business made significant progress

on executing key strategic goals that position

the business well for the future and this was

reflected in the performance against

individual strategic targets.

Although the remuneration for each Executive

Director has increased, a significant

proportion is delivered as shares with a

deferred release, the eventual value reflecting

future ITV performance. The overall bonus

outcome for the Executive Directors was 93%

of maximum, with one-third of the bonus

award deferred into shares for three years,

releasing in 2028. This represents a higher

outturn than the 56% achieved by both

directors for 2023, primarily reflecting the

outstanding financial performance against

the challenging set of targets set at the outset

of the year.

This is the second year in which the Restricted

Shares awarded to our Executive Directors will

vest. The single figure includes a value for the

award granted in 2022; in practice these

awards will only be released in 2027 following

completion of a two-year holding period.

Under the restricted shares pay model,

long-term incentive award levels were

reduced by 50% to reflect certainty.

Both Executive Directors maintain sizeable

interests in ITV shares, well in excess of the

requirement under the shareholding

guidelines. They therefore have direct

personal financial exposure to the share

price and an alignment with the shareholder

experience. The Committee recognises the

share price has yet to fully reflect the

opportunity of ITV’s strategic initiatives

and transformation and the Board remains

confident that the investments made today

will drive the long-term performance of

the business.

Wider workforce

The Committee continues to focus on wider

workforce pay and receives regular updates

on the reward framework for the wider

employee group. The all-employee bonus

paid out at the maximum of £2,000 for all

participants in 2024, up 43% from last year.

A standard salary increase of 3% was agreed

for all employees, subject to a minimum

increase of £1,125 for lower earners to ensure

that they received a meaningful increment.

Reflecting our broader ethos, ITV remains

committed to ensuring all colleagues earn

at least the Real Living Wage. The Company

remains similarly committed to diversity. In

addition to its gender pay gap data, ITV has

voluntarily published its ethnicity, disability

and LGBTQ+ pay gaps and is publishing its

class pay gap for the first time this year.

Concluding remarks

As a Committee, we are committed to making

responsible and measured decisions on pay.

The Committee was pleased that at the 2024

AGM, the majority of investors were

supportive of both the Remuneration Report

and the Remuneration Policy. The Committee

will continue to actively engage with

shareholders to listen to feedback and

discuss pay matters. I hope this report

provides clear and transparent disclosure

on our pay approach and the context that

has informed these decisions.

I look forward to your support for the

Remuneration Report at the upcoming AGM.

Sharmila Nebhrajani OBE

Chair, Remuneration Committee

6 March 2025

103

ITV plc Annual Report and Accounts 2024

Strategic Report Financial StatementsGovernance

Remuneration report continued

Remuneration Committee

Who is on the Committee

The Committee is

composed of entirely

Non-executive Directors

(NEDs).

The members of the Committee in 2024: Full details of attendance at Committee

meetings can be found in the table on

page 67

Detailed biographies can be found on pages

62 and63

• Sharmila Nebhrajani (Chair)

• Salman Amin

• Andrew Cosslett

• Edward Bonham Carter

Our role

Following each meeting, the

Committee communicates

its main discussion points

and findings to the Board.

The Committee’s terms of

reference can be accessed

on our website www.itvplc.

com/investors/governance

The main role of the Committee is to:

• Review the ongoing appropriateness, relevance and effectiveness of the Remuneration Policy, including in

relation to retention and development, whilst taking into account workforce remuneration and related policies,

and the alignment of incentives and reward

• Propose to shareholders changes to the Remuneration Policy as appropriate

• Approve the implementation of remuneration arrangements for the Chair, Executive Directors, Group Executive

Committee and other senior executives (together the Senior Executive Group) considering arrangements for the

wider employee group

• Approve the design of the Company’s annual bonus arrangements and long-term incentive plans, including the

performance criteria that apply for the Senior Executive Group

• Determine the award levels for the Senior Executive Group based on performance against annual bonus targets

and long-term incentive conditions and underpins

Meetings in 2024

In addition to Committee

members, the Executive

Directors, Chief People

Officer, General Counsel

and Company Secretary,

Group Reward Director and

independent adviser

Deloitte attend meetings as

required.

Attendees do not take part

in decisions relating to their

own remuneration and

potential conflicts are

suitably mitigated.

January

• Indicative Bonus outcomes and Executive Share Plan

(ESP) performance against underpins

• Annual review of the Chair’s fees

• Pay gap reporting and CEO pay ratios

• Compliance with shareholding guidelines

February and March

• Bonus outcomes for 2023

• Performance outcomes for 2021 ESP awards

• Approve Bonus targets for 2024

• 2024 ESP award levels and underpins

• Remuneration Report and compliance against the

Remuneration Policy

• Review of the Senior Executive Group

• Adviser independence

• Pay gap reporting and CEO pay ratios

September

• Financial performance update

• Employee reward framework, including review of

remuneration and related policies and remuneration

trends

• 2024 AGM season update and key trends around

incentive structures

• Review Committee terms of reference

• To note 2024 awards under the executive and SAYE

plans

• Wider Board discussion on Executive Remuneration

November and December

• 2025 Bonus framework and targets

• Annual pay review

Annual review

A review of the performance

of the Committee is

conducted each year.

• In 2024 an internally facilitated Board evaluation was undertaken, which included a review of the Committee. The

results are summarised on pages 84 to 85

• Overall, the evaluation concluded that the Committee is working effectively and responding appropriately to its

terms of reference

• The Committee recommended a focus on wider comparatives in relation to international remuneration

104

ITV plc Annual Report and Accounts 2024

Overview of remuneration in 2024

WHAT DID EXECUTIVE DIRECTORS EARN DURING 2024?

SINGLE FIGURE REMUNERATION AT A GLANCE

Carolyn McCall

Chris Kennedy

Salary

Benefits Pension Bonus Share awards

Total £4,088,724

Total £2,697,786

PERFORMANCE AGAINST ANNUAL BONUS TARGETS RESTRICTED SHARES – 2022 ESP

0% 50% 100%

% of maximum

EBITA

(60% total)

ESG

(10% total)

Cash

(10% total)

Individual/ strategic

(20% total)

Actual

Maximum

Restricted Shares granted in

2022 are due to vest in March

2025 and then subject to a

further two-year holding period.

Detail on vesting is set out

in the report.

BONUS OUTCOME

Carolyn McCall

93%

of maximum

Chris Kennedy

93%

of maximum

PERCENTAGE OF TOTAL OPPORTUNITY ALIGNMENT WITH SHAREHOLDERS

Chief Executive

Group CFO & COO

Fixed Annual Bonus (% of max)

ESP (% of grant value vesting)

Total received of

maximum opportunity 98%

100%

27%

44%

28%

93%

100%

30%

44%

26%

93%

100%

Total received of

maximum opportunity 98%

Share ownership

Shareholding is a means by which the interests of the Executive

Directors are aligned with those of shareholders. As at 31 December

2024 both directors had holdings in ITV that exceeded their respective

shareholding policy requirements – 400% of salary for Carolyn McCall

and 225% of salary for Chris Kennedy.

Carolyn McCall

(400% of salary)

Chris Kennedy

634

30 70

Shares held beneficially

Unvested restricted share awards not subject to

performance conditions, accounted for on a net of tax basis

457

23 77

(225% of salary)

The inner ring shows the pay mix at maximum

The outer ring shows the percentage earned against each element

WIDER WORKFORCE IN 2024

SALARY ALL-EMPLOYEE BONUS PENSION

BROAD BENEFITS

PROGRAMME

up to

increase

£2,000

100% of the maximum

opportunity of £2,000

up to

company contribution

See page 118

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Strategic Report Financial StatementsGovernance

Remuneration report continued

Overview of remuneration in 2025

HOW WILL EXECUTIVES BE PAID IN 2025?

FIXED PAY

Chief Executive salary:

£1,071,951

Group CFO & COO salary:

£766,925

Salary increase of

Benefits package

remains unchanged –

includes private

medicalinsurance and

car‑related benefit.

Retirement benefits

of9% aligned with the

workforce pension

contributions.

ANNUAL BONUS

2025 bonus metrics – measure and support execution of the strategy

Cash element 2/3 total bonus

Expand Studios globally

50%

Adjusted EBITA: Profitability of

underlying business

Deferral into shares for three years 1/3 total bonus

10%

Cost savings: Rebasing the cost

base of the organisation

Optimise Broadcast

Cash element

Chief Executive: up

to 120% of salary;

Group CFO & COO:

up to 110% of

salary

Deferred shares

Chief Executive: up

to 60% of salary;

Group CFO & COO:

up to 55% of salary

Both bonus

elements subject

to malus and

clawback

10%

Cash conversion: Effective cash

generation

10%

ESG scorecard

Supercharge Streaming

20%

Individual strategic:

Deliver strategic priorities

RESTRICTED SHARES

Successful execution of strategy ultimately reflected in the share price

Released after five years

Annual grant: Chief Executive: up to 132.5% of salary; Group CFO

& COO: up to 112.5% of salary – 50% discount to legacy LTIP award

level

Release of shares subject to performance underpin: assessed

after year three – ability for Remuneration Committee to scale

back awards if the underpins are not met

Awards subject to malus and clawback

Simple structure – aligns with strategy and shareholders over the long term

Retains key talent – aligned to global talent market and peer practices

Rewards strategic investment – delivery of long-term sustainable performance,

rather than short-term gain

Reflective of dynamic and cyclical nature of sector and viewer behaviours, where

business needs to remain agile and adapt

Focus on long-term stewardship of the brand

SHAREHOLDING GUIDELINES

Guidelines apply in post, and extend beyond tenure In‑post guideline – Chief Executive: 400% of salary and Group CFO & COO: 225% of salary

Applies for two years following departure – Chief Executive: 265% of salary and Group

CFO & COO: 225% of salary

WIDER WORKFORCE IN 2025

SALARY

ALL-EMPLOYEE BONUS

OPPORTUNITY PENSION

BROAD BENEFITS

PROGRAMME

increase subject to a minimum

of £1,125 for lower earners

up to

£2,000

up to

company contribution

See page 118

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ITV plc Annual Report and Accounts 2024

Annual Report on Remuneration

The sections of the Annual Report on Remuneration that have been audited by

PwC are indicated with headings throughout the report.

Remuneration Policy application in 2024

The following section provides details of how the current Remuneration Policy was implemented in 2024.

Executive Directors (Audited)

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

Carolyn McCall Chris Kennedy

Notes

2024

£000

2023

£000

2024

£000

2023

£000

Salary 1,041 1,010 744 723

Taxable benefits 1 18 18 18 22

Pension 93 91 68 65

Total fixed remuneration 1,152 1,119 830 810

Annual Incentive (Bonus – cash and shares) 2 1,748 1,026 1,146 673

ESP awards 3, 4 1,189 900 722 547

Total variable remuneration 2,937 1,926 1,868 1,220

Total 4,089 3,045 2,698 2,030

1. Chris Kennedy was granted share options under the SAYE on 13 September 2023 at a 20% discount of the ITV share price at the time of grant. The value of the total discount when

investing the maximum (£500 per month) over a three year contracted period was £5k and has been included in the taxable benefit figure for 2023

2. Two-thirds of the annual bonus is settled in cash and one-third is deferred into shares awarded under the ITV Deferred Share Award plan which automatically release on the third

anniversary of the award, subject to continued employment

3. The 2022 ESP awards were subject to a performance underpin assessed based on results for the year ended 31 December 2024. The amount shown is the indicative vesting value of

the shares awarded together with reinvested dividend shares using the average share price in Q4 of 2024 (72.4 pence). A total 303,203 reinvested dividend shares have been

included for Carolyn McCall and 184,183 for Chris Kennedy. The awards and reinvested dividend shares will vest in March 2025. Following a two-year holding period, the awards will

become exercisable from March 2027. These awards were granted based on a share price of 96.17 pence, therefore the values shown do not include an amount attributable to share

price growth

4. In the 2023 Annual Remuneration Report, the amount shown for share awards for both Executive Directors was the indicative vesting value of the 2021 ESP award that was subject

to a performance underpin measured to 31 December 2023 together with reinvested dividend shares using the average share price in Q4 2023 (63.31 pence). A total 204,589

reinvested dividend shares were included for Carolyn McCall and 124,280 for Chris Kennedy. The figure shown in the table above represents the subsequent value received on the

vesting date of 13 May 2024 using the share price on that date (77.4 pence). These awards are subject to a two-year holding period and will become exercisable from March 2026

The aggregate emoluments for all Directors as required under Schedule 5 (SI 2008/410), is the total remuneration shown in the table above less

share awards, including gains on exercise of options and amounts receivable under LTIPs, plus the total emolument figures for Non-executive

Directors shown on page 113.

Further information in relation to each of the elements of remuneration for 2024 set out in the table above is detailed below. An explanation for

2023 is set out in detail in our 2023 Annual Report and Accounts which can be found on our website www.itvplc.com/investors.

Salary (Audited)

As disclosed in last year’s report, both Carolyn McCall and Chris Kennedy received a 3% salary increase for 2024. This was in line with other senior

executives but lower than the 5-6% increase awarded to the majority of employees. Carolyn McCall’s salary was £1,040,729 and Chris Kennedy’s

salary was £744,587.

Taxable benefits and pension (Audited)

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

The Executive Directors were not part of an ITV pension scheme but receive a cash allowance in lieu of pension. Both Executive Directors receive a

cash allowance of 9% of salary. This is aligned with the maximum matching percentage amount payable to employees in the ITV Defined

Contribution Pension plan, which is the pension scheme offered to the majority of Group employees.

Annual Incentive – Bonus (cash and shares) (Audited)

Annual incentives are provided to Executive Directors through the bonus, with one-third of any award deferred into shares under the Deferred

Share Award Plan (DSA). The maximum bonus opportunity for the year for the Chief Executive was 180% and for the Group CFO & COO was 165%.

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Annual Report on Remuneration continued

For 2024, the bonus was linked to adjusted EBITA (50%), cash conversion (10%), cost savings (10%), a scorecard of ESG measures (10%) and

individual strategic objectives (20%). A cost savings target was included for 2024 to reinforce executive focus on establishing a sustainable cost

base, recognising the long-term strategic importance of reshaping the business for the future. This complements the profitability measure, which

accounts for half of the annual bonus opportunity.

The majority of the 2024 bonus (70%) was based on the achievement of financial targets, with bonus outcomes determined in accordance with

pre-set target ranges. In line with the principles applied in previous years, the financial outcomes used for the bonus are adjusted (both positively

and negatively) for certain items, such as acquisitions and currency movements to ensure a fair like-for-like comparison with the targets set at the

start of the year.

As part of the assessment of performance, the Committee also undertook a holistic review of overall performance, to ensure that outcomes were

a fair reflection of the underlying business performance.

The corporate and financial targets applied for 2024, together with performance against those targets and the resulting level of bonus, are set out

in the table below. The bonus is accrued on a straight line basis between the points shown.

The adjusted EBITA ranges were set at the start of the year to reflect internal and external forecasts for both Company performance and trends in

the broader advertising market as well as the impact of our continued budgeted investment in content and technology. The target ranges set

therefore reflect this external market and investment context.

The overall adjusted EBITA outcome of £542 million

for 2024 represented growth of 11% against prior year, as well as a significant outperformance

of expectations from the time that targets were set. The exceptional results have been achieved while returning £235m to shareholders via a share

buyback programme, execution of a substantial restructuring in the cost base of the business that will support long-term profitability, challenging

market conditions for ITV Studios due to the impact of both the writers’ strike and a softer market from free-to-air broadcasters and delivery of

strong double-digit growth in streaming hours and digital revenues for ITVX. In this context, the Committee is comfortable that bonuses are

supported by both strong financial results and delivery of our strategic goals.

Performance required

Performance measure Weighting 20% 50% 100%

Performance

achieved

Pay-out level

(% of maximum)

ITV adjusted EBITA

50% £444m £474m £524m £527m 100%

ITV cash conversion

10% 54% 60% 66% 83% 100%

ITV cost savings

10% £35m £40m £45m £60m 100%

1. The ITV EBITA outcome of £542 million is adjusted for translational currency movements, the impact of new acquisitions, as well as to exclude the impact of Audio Visual

Expenditure Credit (AVEC) tax credits. The outperformance against this target was driven by a strong revenue performance in M&E, a high margin mix and a record Q4 performance

in Studios. In 2024 the UK government reformed the AVEC tax credits. The reforms result in an increase to adjusted EBITA but leave profit after tax unchanged from the previous

regime. This benefit has been excluded from EBITA for bonus purposes to enable like-for-like comparison

2. Cash conversion targets are set in the context of longer-term trends, recognising that significant under or over performance in one year is likely to unwind in future years to more

normalised levels. The Group seeks to deliver strong cash conversion across this cycle, and targets are set in this context. The 2024 cash conversion outcome was partly

attributable to a favourable movement in working capital, in part due to the impact of the US writers’ and actors’ strike. See page 23 for more information

3. Cost savings included £20m from the ongoing programme and £40m as part of the strategic restructuring and efficiency programme

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ITV plc Annual Report and Accounts 2024

The annual ESG targets applied for 2024, together with performance against those targets are set out below.

Social

purpose goal

Scorecard objectives Achievement

Net Zero

carbon

emissions

Scope 1 and 2 emissions to be below 6,904

tonnes of CO

e, in line with our SBTi trajectory.

Combined Scope 1 and 2 emissions for 2024 were 3,822 tonnes. Progress

towards decarbonising emissions under ITV’s control (scope 1 and 2) is on track,

with emissions down by 56% compared to our 2019 baseline year. This is largely

due to the consolidation of our office buildings, ongoing improvements to our

energy efficiency, the uptake in green energy tariffs and the transition to a

hybrid or electric fleet.

Business travel emissions to be below 38,285

tonnes of CO

e, in line with our SBTi trajectory.

Business Travel emissions for 2024 were 22,746 tonnes. These have decreased

by 48% compared to our 2019 baseline year, due to a reduction in travel and the

integration of remote working practices into business as usual. We remain

ahead of our SBTi Net Zero trajectory in this area.

100%

BAFTA

albert

certified

100% BAFTA albert certification for new

programmes produced and commissioned in

the UK (excluding acquisitions of finished

programmes and repeats). To achieve BAFTA

albert certification productions must calculate

a carbon footprint and complete a carbon

action plan.

BAFTA albert certification achieved for 95% of programmes ITV produced in

2024 and for 85% of those commissioned. This has increased from 64% of

shows we commissioned in 2023 and 42% in 2022.

Increase

diversity on

and

off‑screen

To hit the following targets for:

Representation on‑screen

• 50% Women

• 20% People of Colour

• 12% Deaf, Disabled or Neurodiverse

• 7% LGBTQ+

Onscreen targets were exceeded for People of Colour at 27.4% and LGBTQ+ at

23.8%, with the target for Women met at 51.7%. However, representation of

Deaf, Disabled or Neurodiverse people was below target at 8.6%.

All colleague representation

• 50% Women

• 33% from working class backgrounds

• 20% People of Colour

• 12% Deaf, Disabled or Neurodiverse

• 7% LGBTQ+

Colleague targets were exceeded for Women at 52.7% and LGBTQ+ at 9.7%, with

the target for Deaf, Disabled or Neurodiverse colleagues met at 12.6%. However,

representation of those from a Working Class Background at 28.7% and People

of Colour at 14.5% were both below their respective targets. There is a need to

address the lower representation from both of these characteristics and the

Committee noted the continuing work to achieve all of ITV’s diversity targets.

Training and support

• 95% of eligible employees to complete the

DE&I training module

• Play an active role in the sponsorship of

colleague Networks and participants on the

Amplify the Networks leadership programme

for Network Chairs

92% of colleagues completed the DE&I training module.

Due to the cost-saving initiatives, the Amplify the Networks leadership

programme did not run in 2024. However, the Group Executive Committee

sponsors of the Networks renewed their commitments with guidance from

the DE&I team and support continued for former Amplify participants.

1. ITV emissions reduction targets and performance are validated and published as part of the Science Based Targets initiative (SBTi) (sciencebasedtargets.org/). Further

information on ITV’s Climate Action targets and scope can be found at itvplc.com/social purpose and in the Social Purpose section of the Annual Report

Overall, data quality improvements and methodology changes are to be expected, as companies across all sectors mature their approaches to understanding their climate impacts,

and we are working to improve the quality and granularity of our data, particularly in relation to the emissions we influence through our value chain (scope 3). We expect to

experience further changes in the short to medium term, which will likely result in a recalculation of our baseline year emissions and a revalidation of our science-based Net Zero

trajectory. We will continue to be guided by best practice and industry-specific standards in this area and will communicate any changes in full transparency

2. BAFTA albert certification is an externally audited process that recognises programmes that have embedded sustainability not only within the production process but also through

considering sustainability messaging included in programmes. Founded in 2011, BAFTA albert supports the global film and television industry to reduce the environment impact of

productions and to create content that supports a vision for a sustainable future

3. On-screen diversity is measured via Diamond, a single online system delivered through the Creative Diversity Network (CDN) and used by UK broadcasters to obtain consistent

diversity data on UK-originated productions they commission (creativediversitynetwork.com/diamond/)

ITV’s Social Purpose goals can be found on our website www.itvplc.com.

The Committee noted the achievements against our ESG targets in 2024 and agreed that based on an holistic assessment against the balanced

scorecard this element should deliver an outcome of 73 % of maximum.

The remainder of the bonus (20%) was based upon the Committee’s assessment of the contribution each Executive Director made to the overall

strategy through the delivery of specific targets. The Committee applies suitable judgement when assessing performance in this regard.

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Strategic Report Financial StatementsGovernance

Annual Report on Remuneration continued

Area of focus Achievement

Chief Executive

objectives

Deliver organisational transformation

aligned with ITV strategy and 2026 targets:

resulting in a sustainable and profitable Group

that will continue to thrive in a rapidly evolving

media landscape and deliver against both M&E

and Studios targets; ensure overall buy-in and

positive engagement with this transformation

both internally and externally.

• Over-delivery in year one of three-year cost savings programme with strong

2024 adjusted EBITA performance against challenging revenue backdrop

• Cost savings were delivered through structural change (including new M&E

operating pillars and changes to the Studios operating model) while preserving

content budget

• Divisional MDs empowered to develop and own change

• While employee survey results were lower following the structural changes in

2024, there will be a focus on building back engagement through a culture refresh

in 2025

People strategy: ensure we have the right

capabilities in the right roles overall; focus on

retention, succession planning and

engagement with a new senior management

group to embed and deliver our priorities.

• Appointment of new transformational CTO, managed transition of CPO role and

key moves in Finance, including changes to the divisional FD roles

• Reviewed governance to empower divisional boards and simplify corporate

governance

• Established new ELT with clear criteria for membership and group purpose

• Delivered talent review cycle with Nominations Committee, noting that the

impact of strategic restructuring and efficiency programme impacted bench

strength

• New leadership behaviours agreed and target culture defined

ITV culture: oversee implementation of

findings from KC Review; ensure clarity in

overarching processes and procedures for

raising concerns; ensure ITV continues to

uphold and demonstrate high standards of

Duty of Care.

• Published Conduct and Standards Guidelines for On Screen Personalities

• Established a new complaints handling unit

• A dedicated employee relations team set up and case management record-

keeping simplified

• Company-wide Speaking Up campaign and listening circle events run through

the year

• A new approach to performance management launched in Q1 2025

• A review by Dr Paul Litchfield reported very high levels of duty of care across ITV

for participants

• It was noted that while the impact of the strategic restructuring and efficiency

programme had delayed implementation of some of the KC recommendations,

these would be delivered in Q1 2025

The Committee also acknowledged the following additional achievements during 2024:

• ITV’s role in getting the Media Bill passed into law, to deliver some critical reforms of the current PSB regime

• ITVX celebrating its second birthday as the fastest-growing streaming service in the UK

• The sale of Britbox International and launch of £235m share buyback programme to return net proceeds to shareholders

110

ITV plc Annual Report and Accounts 2024

Area of focus Achievement

Group CFO &

COO objectives

Profit maximisation – maintain continuous

focus across all divisions and functions:

assure delivery of current cost savings

programme and committed targets; support

the reduction and rebalance of the cost base –

creating headroom in the P&L to drive growth

areas; embed capability for continuous cost

control.

• Over-delivery in year one of three-year cost savings programme with strong

2024 adjusted EBITA performance against challenging revenue backdrop

• Cost savings were delivered through structural change (including new M&E

operating pillars and changes to the Studios operating model) while preserving

content budget

• Cost controls and Zero Based Budgeting communicated across ITV and

generated significant savings. Communicated ongoing responsibility for budget

holders to control 2025 spending in line with the theme of ‘spend wisely, save

widely’ and incorporated this into new leadership behaviours

Investment – review allocation and

demonstrate clear returns: mandate robust

commercial business cases and post

investment review; prioritise cash flow;

streamline approvals process and

Transformation oversight; help build culture of

accountability from all senior leaders.

• Group Investment Committee processes and decisions more formalised to

improve accountability on spend

• Transformation Management Office given central oversight of Business

Simplification Plan with ongoing oversight of future transformation projects

• Streamlining of the approvals process was delayed due to the strategic

restructuring and efficiency programme in 2024. Work to address this is

underway along with moving centralised accountability for spend to individual

budget holders

Equity – ensure clarity of message and drive

value creation: demonstrate and communicate

value of ITVX, Studios and Britbox

International; help to embed the culture of

management by KPIs.

• Investor webinars on ITV’s Commercial proposition for advertisers and ITVX

• Sale of Britbox International to the BBC, realising £255m cash

• Launch of £235m share buyback programme to return net proceeds from sale of

BritBox International to shareholders

• Better alignment of internal KPIs with corporate/external KPIs

People – the right capabilities in the right

place with the right tools: deliver a Finance

operating model, processes and system that

we can continuously improve; revisit finance

organisation structure to ensure the right

activities are in the right functional areas;

deliver the Finance people plan.

• Development of new Finance operating model

• Reorganisation of the Business Service Centre structure

• Improvement to Oracle Fusion, work started on Wave 2

• Managed divisional Finance Director changes

As noted above, there was strong achievement against the objectives set at the start of the year. The Committee therefore agreed that this

element should deliver an outcome of 80% of maximum for the Chief Executive and 80% of maximum for the Group CFO & COO.

Consistent with the requirements of the Code, the Committee considers wider performance before approving the formulaic outcomes from

incentive plans. Where appropriate the Committee has scope to apply judgement and discretion. To assist the Committee with determining

whether adjustments are required, the Committee applies a framework which considers performance from multiple perspectives, including the

underlying strength of results, the execution of strategic priorities, performance indicators which do not form part of the formulaic assessment,

and non-financial factors, such as culture and our focus on duty of care. The Committee has a track record of adjusting outcomes where

appropriate, with negative discretion applied in both 2018 and 2019, and the cancellation of the bonus for 2020.

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Strategic Report Financial StatementsGovernance

Annual Report on Remuneration continued

Outcome

(% of maximum) Total value

Value delivered in

shares under

the DSA

Value paid

in cash

Carolyn McCall 93.3 £1,747,800 £582,600 £1,165,200

Chris Kennedy 93.3 £ 1,146,254 £382,085 £764,169

The value delivered in shares under the DSA is deferred for three years and released on the third anniversary of the award subject to continued

employment. In line with the Remuneration Policy, bonus awards (including deferred elements) remain subject to malus and clawback provisions

which seek to safeguard against payments for failure.

Restricted Share awards (Audited)

Restricted Share awards were made under the ITV plc Executive Share Plan (the ESP) to Carolyn McCall and Chris Kennedy on 28 March 2022 and

were subject to a financial underpin measured to 31 December 2024. Dividends paid accumulated on a reinvestment basis during the three year

vesting period and will be released on the vesting date. The indicative value of these awards is set out below.

Number of

share options

(nil-cost)

Value at

award date

Dividend shares

reinvested at

31 December 2024

Number

of options

vesting

Value at

31 December

2024

Carolyn McCall 1,338,577 £1,287,309 303,203 1,641,780 £1,188,649

Chris Kennedy 813,126 £781,983 184,183 997,309 £722,052

1. The share price used to calculate the number of shares under award was 96.17 pence (the 30-day trading average of the share price before grant, 28 March 2022)

2. Dividends earned on the award were reinvested over the vesting period

3. The vesting share options will become exercisable after a two-year holding period on 28 March 2027

4. The share price used to value the shares at 31 December 2024 is the average share price for the final quarter of 2024 (72.4 pence)

The ESP was approved by shareholders at the 2021 AGM. The initial award under this Plan was made in May 2021, with grant levels reduced by 50%

compared to the annual LTIP awards granted in previous years. As disclosed at grant, awards normally vest after three years following the date of

award subject to the satisfaction of a performance underpin. Any vested awards would then be subject to a two-year holding period.

The Committee retains the ability to reduce vesting of the Restricted Shares (including to nil) where:

• Adjusted Return on Capital Employed is below the Company’s cost of capital; and/or

• There is a material weakness in the underlying financial health or sustainability of the business

The Committee has assessed the underpin conditions that apply to the 2022 awards and determined that it is appropriate for these awards to

vest. The Group’s adjusted return on capital was above the Group’s cost of capital based on the 2024 audited results, while the Committee judged

the financial health and sustainability of the business to be robust. The balance sheet remains strong as demonstrated by continued investment

in the business and planned returns to shareholders. The Group performed strongly against key financial and non-financial metrics across the

vesting period, as reflected elsewhere in the report. In line with the disclosure requirement, the award value is shown following the assessment of

the underpin. In practice, the value to participants will be based on the share price at the end of the two-year holding period applicable to awards

when awards are released to participants, demonstrating the long-term performance alignment of the pay structure.

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ITV plc Annual Report and Accounts 2024

Restricted Share awards made in 2024 (Audited)

On 28 March 2024 awards were made under the ITV plc Executive Share Plan (the ITV ESP) to Carolyn McCall and Chris Kennedy as set out below.

Performance measure % salary awarded

Number of

share options

(nil cost)

Value at award date

Vesting

period ends Holding period Release date

Carolyn McCall 132.5 1,891,759 £1,378,966 28 March 2027 2 years 28 March 2029

Chris Kennedy 112.5 1,149,160 £837,660 28 March 2027 2 years 28 March 2029

1. Nil cost options were granted based on the average share price on the three trading days preceding the award which was 72.89 pence

The awards are over Restricted Shares with grant levels reduced by 50% compared to the annual LTIP awards granted in previous years.

Awards will normally vest after three years following the date of award subject to the satisfaction of a performance underpin assessed at 31

December 2026. As the awards have a performance underpin, there are no performance condition weightings applicable, nor is there a threshold-

max vesting range. Any vested awards would then be subject to a two-year holding period.

The underpin conditions for the 2024 award are in line with the underpin for the 2022 award described above. As a further safeguard, malus and

clawback provisions may be operated at the discretion of the Committee in respect of any element of these awards.

Chair and Non‑executive Directors (Audited)

The table below sets out in a single figure the total remuneration for Non-executive Directors for the financial year. For 2024, the Chair fee and the

Non-executive Director base fee was increased by 3%. No increases were made to the other fees.

Fees Taxable benefits

Total

Notes

2024

£000

2023

£000

2024

£000

2023

£000

2024

£000

2023

£000

Andrew Cosslett (Chair) 412 400 4 1 416 401

Dawn Allen 2 75 18 2 – 77 18

Salman Amin 75 73 – 1 75 74

Edward Bonham Carter 3 103 102 – 1 103 103

Graham Cooke 75 73 – 1 75 74

Margaret Ewing 90 88 – 1 90 89

Marjorie Kaplan 4 70 23 – – 70 23

Gidon Katz 70 68 – 1 70 69

Sharmila Nebhrajani 90 88 2 – 92 88

1. The amounts disclosed in the table above relate to the reimbursement of taxable relevant travel and accommodation expenses (and associated taxes) for attending Board

meetings and related business

2. Dawn Allen joined the Board and Audit and Risk Committee on 2 October 2023

3. Edward Bonham Carter became a member of the Remuneration Committee in April 2023 and stepped down from Audit and Risk Committee in May 2024

4. Marjorie Kaplan joined the Board on 1 September 2023

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Annual Report on Remuneration continued

Remuneration Policy application in 2025

Executive Directors

The following section provides details of how the Policy will be implemented in 2025.

Salary

Salaries are paid in line with the Policy. Both Executive Directors received an increase of 3% from 1 January 2025 which is in line with the

standard increase for other employees, with lower earners receiving a higher percentage increase. When considering salary increases for the

wider workforce, the overall aim was to provide all employees with a meaningful increase to their base salary which reflected the broader

economic context.

2025 Salary

Carolyn McCall £1,071,951

Chris Kennedy £766,925

Taxable benefits and pension

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

of participation in any ITV pension scheme.

Both Executive Directors receive a cash allowance in lieu of pension of 9% of salary, which is aligned with the maximum contribution for the wider

employee group.

Annual Incentive – Bonus (cash and shares)

The maximum bonus opportunity for 2025 remains unchanged: Carolyn McCall – 180% of salary; and Chris Kennedy – 165% of salary. Awards

made to Executive Directors through the bonus will be paid two-thirds in cash and one-third deferred into shares under the DSA.

The balance of metrics remains unchanged from the prior year. Targets that will apply for the 2025 annual bonus have been set taking into account

internal and external forecasts for company and market performance and continued strategic investments. Cost savings objectives will continue

to be included for 2025, recognising the continued importance of our strategic focus to reshape the business for the future. The Board considers

the actual targets for 2025 to be commercially sensitive at this time; however they envisage providing retrospective disclosure of these targets in

next year’s report.

The Committee may adjust bonus targets or outcomes to reflect significant one-off events (e.g., major transactions), foreign exchange

movements or material changes to assumed plan conditions to ensure that the plan continues to reward performance fairly.

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

Restricted Share awards

Awards in 2025 will be made to the Executive Directors with a value of 132.5% of salary for Carolyn McCall and 112.5% of salary for Chris Kennedy.

These levels remain unchanged from the awards made in 2024.

Awards will normally vest after three years following the date of award subject to the satisfaction of a performance underpin. Any vested awards

would then be subject to a two-year holding period.

For 2025 awards the Committee will apply the same underpin that applied for previous Restricted Share awards, which is detailed on page 112.

Consistent with prior years, when assessing the underpin, the Committee will consider all factors deemed relevant at the time, including, for

example, progress against execution of the strategy, performance against financial and non-financial KPIs and the nature of the wider trading

environment. In line with best practice, the Remuneration Committee will retain the discretion to adjust any incentive awards where vesting

outcomes are considered to be inappropriate.

Malus and clawback: Malus and clawback provisions may be operated at the discretion of the Committee in respect of any cash and deferred

share elements of the bonus and Restricted Share awards. Under malus, unvested share awards (including any Restricted Share awards subject to

a post-vesting holding period) can be reduced (down to zero if considered appropriate) or be made subject to additional conditions. Clawback

allows for repayment of bonuses previously paid and/or shares previously received following vesting or release from a holding period if applicable.

Malus/clawback can be operated up to four years following the start of the relevant bonus year for bonuses (for cash and shares), and up to six

years from the relevant date of grant for Restricted Share awards. The circumstances in which the operation of these provisions would be applied

may be considered from time to time but currently include material misstatement of financial results, gross misconduct or fraud and material

reputational damage. The Committee maintains sufficient scope in the ITV plc Executive Share Plan rules to exercise discretion and judgement

in line with the spirit of the Code.

114

ITV plc Annual Report and Accounts 2024

Non‑executive Directors

In line with the Executive Directors, the Chair fee and the Non-executive Director base fee were increased by 3% from 1 January 2025. There were

no increases for the Committee Chair fees. This is in line with the standard increase for the Executive Directors and other employees.

In line with market practice, and to reflect the time commitment and responsibilities of the role of Workforce Engagement Director, an additional

fee was introduced from 1 January 2025. Current fees are as set out below.

1 January 2025

1 January 2024

£ % Change

Chair 424,360 412,000 3

Board fee 71,777 69,686 3

Additional fees for:

Senior Independent Director 25,000 25,000 –

Workforce Engagement Director 12,000 - -

Audit and Risk Committee Chair 20,000 20,000 –

Audit and Risk Committee member 5,371 5,371 –

Remuneration Committee Chair 20,000 20,000 –

Remuneration Committee member 5,371 5,371 –

Details of Committee membership can be found on page 104

Comparison of Directors to wider employees

The table below provides details of the percentage change in the base salary, benefits and bonus of the Directors between 31 December 2019 and

31 December 2024 compared with the average percentage change for other UK employees.

The figures for all Directors are calculated based on remuneration received in the relevant year as set out in the tables on pages 107 and 113. For

base salary/fees, part year figures have been prorated up for the purposes of this disclosure. In addition, the figures below reflect the voluntary

decision taken by members of the Board to take a 20% cut in salary/fees for the period from April to October 2020. There was also no global salary

review in 2021 and no annual bonus payments paid for 2020 to the Executive Directors and wider workforce.

Notes

2023‑2024 2022-2023 2021-2022 2020-2021 2019-2020

Salary/

fee

change

Benefits

change

Bonus

change

Salary/

fee

change

Benefits

change

Bonus

change

Salary/

fee

change

Benefits

change

Bonus

change

Salary/

fee

change

Benefits

change

Bonus

change

Salary/

fee

change

Benefits

change

Bonus

change

Average employee 1 7 4 60 8 5 (27) 4 3 (11) 4 5 – 4 6 –

Salman Amin 2 3 (34) – 4 – – – 51 – 13 140 – (12) (81) –

Dawn Allen 2, 4 3 ‑ – – – – – – – – – – – – –

Edward Bonham

Carter

2, 5 1 (43) – 7 – – – 51 – 13 140 – (12) (92) –

Graham Cooke 2 3 (43) – 4 – – 6 51 – 15 – – – – –

Andrew Cosslett

(Chair)

2, 6 3 243 – – 100 – – – – – – – – – –

Margaret Ewing 2 2 (71) – 3 – – – – – 13 – – (12) (92) –

Marjorie Kaplan 2, 7 3 171 – – – – – – – – – – – – –

Gidon Katz 2, 8 3 (24) – 4 (96) – – – – – – – – – –

Chris Kennedy

(Group CFO & COO)

1, 3 3 1 70 4 – (28) 3 3 (12) 13 12 – (10) (9) –

Carolyn McCall

(Chief Executive)

1, 3 3 1 70 4 – (28) 3 3 (13) 13 12 – (10) (9) –

Sharmila Nebhrajani 2, 9 2 472 – 9 (100) – 12 78 – 13 – – – – –

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

Executive and Group CFO & COO. The Executive Directors are the only employees of the parent company, and therefore there is no comparator data for this sample. In the interests

of transparency, the percentage change in pay for all UK employees has been disclosed on a voluntary basis. As the majority of employees are based in the UK and share the same

benefits as the Executive Directors, overseas employees have not been included

2. Calculated using the fees and taxable benefits disclosed under the Non-executive Directors’ remuneration in the table on page 113. Taxable benefits for Non-executive Directors

comprise expense reimbursements relating to attendance at Board meetings rather than conventional employee benefits. The increases seen in the period 2020-2021 are primarily

due to the ability for Directors to attend some meetings in person during 2021, against the majority of meetings being held on a virtual basis during 2020. The increases seen in the

period 2021 to 2022 are primarily due to the attendance at two Board dinners in the year, against one dinner in 2021

3. Calculated using the data from the single figure table on page 107. Benefits include the cost of medical insurance and car-related benefits

4. Dawn Allen joined the Board on 2 October 2023. To enable a comparison for the purposes of this disclosure, her 2023 fees have been prorated up

5. Edward Bonham Carter became a member of the Remuneration Committee in April 2023 and stepped down from the Audit and Risk Committee in May 2024

6. Andrew Cosslett joined the Board in June 2022. To enable a comparison for the purposes of this disclosure, his 2022 fees have been prorated up

7. Marjorie Kaplan joined the Board on 1 September 2023. To enable a comparison for the purposes of this disclosure, her 2023 fees have been prorated up

8. Gidon Katz joined the Board in July 2022. To enable a comparison for the purposes of this disclosure, his 2022 fees have been prorated up

9. Sharmila Nebhrajani was appointed as Chair of the Remuneration Committee in May 2022

115

ITV plc Annual Report and Accounts 2024

Strategic Report Financial StatementsGovernance

Annual Report on Remuneration continued

CEO pay ratio

Year Methodology

25th percentile

pay ratio

Median pay

ratio

75th percentile

pay ratio

2024 Option A 90:1 68:1 50:1

2023 Option A 74:1 55:1 40:1

2022 Option A 93:1 69:1 50.1

2021 Option A 92:1 68:1 49:1

2020 Option A 33:1 24:1 18:1

2019 Option A 89:1 66:1 49:1

Our 2024 pay ratios have increased year-on-year, but are comparable with earlier years. A significant proportion of the remuneration for the CEO is

performance related and the level of actual performance outcomes has a corresponding effect on the CEO pay ratios. The total remuneration

figure for the CEO is higher than in 2023, reflecting an overall 2024 bonus outcome for the CEO of 93.3% of maximum, which represents a higher

outturn than the 56.4% achieved in 2023.

The median pay ratio for 2024 is considered to be consistent with the pay, reward and progression policies during the year for the Company’s UK

employees taken as a whole. Our UK headcount has decreased year-on-year, and the total remuneration values for the comparator employees

have increased year-on-year. We implemented Company-wide annual pay review increases of 3-6% in January 2024, with the higher increases

made to employees at lower pay levels. We also remain committed to ensuring colleagues earn at least the real Living Wage or higher.

An annual bonus arrangement extends to all employees who don’t participate in a management or sales bonus scheme and is paid in March each

year. The 2024 employee bonus opportunity was up to £2,000, based on ITV’s adjusted EBITA performance, and the actual payout was the

maximum £2,000 for eligible employees. All comparator employees identified in the pay ratio calculations were eligible for the employee bonus.

The total remuneration of each comparator employee has been calculated using the actual values received in respect of the full financial year and

in accordance with the methodology used to calculate the single figure of remuneration for the CEO. We have not omitted any component from

their pay and benefits and no adjustments have been made to their actual remuneration.

2024

CEO 25th percentile Median 75th percentile

Salary £1,040,729 £40,084 £53,000 £73,813

Total remuneration £4,088,723 £45,461 £59,797 £82,284

The employee at the 25th percentile, median and 75th percentile was determined based on the single figure of total remuneration for every UK

employee, which is Option A in the Reporting Regulations. This method is the most statistically accurate approach and aligned with majority

practice in the FTSE 250.

Our 2023 ratios have been updated to reflect the final actual 2023 remuneration values for the CEO and all other employees. Our 2024 pay ratios

are based on the current CEO single figure and the indicative value of share awards that were subject to performance measured to 31 December,

based on the average share price over the final quarter of the year. The 2024 ratios will be restated in the 2025 Remuneration Report to reflect the

updated CEO single figure and the actual value of shares on the vesting date.

116

ITV plc Annual Report and Accounts 2024

Other Disclosures

Directors’ Remuneration Policy

The table below summaries the key elements of the ITV policy on remuneration for Executive Directors. The full policy was approved by

shareholders at the AGM in 2024 and can be found in the 2023 Annual Report and Accounts, available on our website at www.itvplc.com.

EXECUTIVE DIRECTOR REMUNERATION POLICY TABLE

Fixed Pay

Element Summary of policy 2025 approach

Base salary Purpose: To reflect the skills, responsibility and experience and

support the recruitment and retention of Executive Directors of the

calibre required to deliver the business strategy within the

competitive media market.

Operation: Reviewed annually with consideration given to personal

and company performance, pay levels in relevant market and the

wider employee pay review.

Carolyn McCall:

£1,071,951 (+3%)

Chris Kennedy:

£766,925 (+3%)

See overleaf for further detail on

increases for broader employees

Provision for an income in

retirement

Purpose: To provide competitive post-retirement benefits or cash

allowance as a framework to save for retirement.

Operation: The maximum contribution or cash allowance will be

capped at a level comparable to the benefit available to the wider

employee base. This is currently 9% of salary.

Carolyn McCall:

9% of salary

Chris Kennedy:

9% of salary

Benefits Purpose: To ensure the overall package is competitive and provide

financial protection for employees and their families.

Operation: The Company provides a range of market competitive

benefits, including travel-related benefits, private medical insurance

and other insurance benefits. These are set at a level which the

Committee considers to be appropriately positioned considering

typical market levels for comparable roles, individual circumstances

and the overall cost to the business.

In line with policy

Variable performance‑related pay

Element Summary of policy 2025 approach

Annual Incentive: Bonus –

Cash and Deferred Share

Award (DSA)

Purpose: Incentivises executives and employees to achieve key

strategic outcomes on an annual basis. Focus on key financial metrics

and objectives to deliver the business strategy. The element of the

bonus compulsorily deferred into shares rewards delivery of

sustained long-term performance, provides alignment with the

shareholder experience and supports the retention of executives.

Operation: The maximum opportunity will not exceed 200% of

salary. Performance measures and targets are set by the Committee

each year based on corporate objectives closely linked to strategic

priorities of the business. The majority of the bonus opportunity will

be based on corporate and financial measures. The remainder of the

bonus will be based on performance against individual and/or

strategic objectives. Not more than two-thirds of the bonus is

delivered in cash, with the balance deferred into shares under the

DSA normally for a period of three years. Subject to malus and

clawback.

Maximum bonus opportunity

Carolyn McCall:

180% of salary

Chris Kennedy:

165% of salary

Performance measures

(see page 114)

Restricted Shares awarded

under the Executive Share

Plan (ESP)

Purpose: Incentivises Executive Directors to deliver the business

strategy and align with the longer-term Company performance and

the shareholder experience. Acts as a retention tool to retain the

executives required to deliver the business strategy.

Operation: The maximum award level that may be granted in any

financial year is 175% of salary.

Awards will be granted annually with vesting after three years,

subject to satisfaction of a performance underpin. Awards will be

required to be held for an additional two-year holding period so that

the award is released after five years. Subject to malus and clawback.

2025 grant levels

Carolyn McCall:

132.5% of salary

Chris Kennedy:

112.5% of salary

Financial underpin measure

(see page 114)

117

ITV plc Annual Report and Accounts 2024

Strategic Report Financial StatementsGovernance

Annual Report on Remuneration continued

CASCADE OF REMUNERATION THROUGH THE ORGANISATION

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

Employees at all levels

Element of pay Description

Base salary Salaries are reviewed annually, with Executive Directors normally receiving a salary increase in line with that

received by the wider workforce. In 2025 there was a standard increase for all employees of 3%, subject to a

minimum increase of £1,125 for lower earners.

ITV has held the Living Wage accreditation since 2014 and was the first broadcaster to do so. We pay the London

Living Wage in London and the Living Wage outside of London. This means that we pay everyone, from employees

and apprentices to contractors and temporary workers, at least the hourly rate set independently and updated

annually by the Living Wage Foundation, which is higher than the government’s National Minimum Wage and

National Living Wage rates.

Flexible benefits A range of benefits are available to all employees, providing financial security, encouraging a healthy and balanced

lifestyle, and helping individuals make their pay go further.

All employees receive the following benefits:

• Five weeks’ holiday each year, plus bank holidays, and an extra two days after five years’ service

• Enhanced Company sick pay and family friendly policies, including maternity, paternity, adoption and shared

parentalleave

• Income protection cover of 50% of salary

• Life assurance cover at four times annual basic salary

• Wellbeing benefits, including an annual ‘what matters day’, a range of digital health services and an Employee

Assistance Programme (EAP) providing a confidential helpline and additional support

There are also voluntary benefits available for employees to choose from, including the opportunity to buy up to six

weeks’ extra holiday, a Cycle to Work scheme, a salary sacrifice car benefit, gym membership, private healthcare

and a health cash plan, which includes optional hospital treatment insurance.

We continually look for opportunities to evolve our employee benefits in cost effective ways that support both the

needs of the business and our diverse workforce.

Pension Employees at all levels can participate in our pension arrangements.

Eligible employees are invited to join the Defined Contribution Plan and can choose to make a core contribution

between 3–6% of their pensionable earnings, which ITV will match and in addition pay a further 3% (i.e. up to 9%

intotal).

A small number of senior executives have pension contributions paid into their personal pension or receive a cash

allowance in lieu of contributions.

Save As You Earn All eligible UK employees have the opportunity to benefit from ITV’s long-term performance and share price

growth by participating in the Save As You Earn plan. They can save up to £500 per month over a three or five year

period to acquire shares in the Company at a 20% discount to the share price at the start of the savings period.

Annual bonus – cash All ITV employees have an annual bonus opportunity which is based on a % of salary for senior roles and those in

Sales, or the same maximum monetary value for all other employees. In 2024 the employee bonus opportunity was

£2,000 with the bonus paying out in full at £2,000.

Senior executives

Element Summary of policy

Deferred Share Award Plan Senior Executives are required to defer one-third of their bonus into ITV shares for three years.

Executive Share Plan Share-based awards are granted to selected senior leaders across the business which vest on the third anniversary

of grant subject to the Committee’s assessment of the performance underpin. Grant levels are generally

expressed as a % of salary, with award levels linked to role and seniority. The detailed terms of operation vary by

jurisdiction to reflect local market, legal and tax considerations. For Executive Directors any vested awards are

subject to an additional two-year holding period.

Shareholding guidelines The Executive Directors and other members of the Group Executive Committee, are subject to shareholding

guidelines that align their interests with those of shareholders.

The Executive Directors are also subject to post-cessation shareholding guidelines, aligning their interests to

shareholders for two years after their employment with ITV ceases.

118

ITV plc Annual Report and Accounts 2024

Compliance with the 2018 Corporate Governance Code

During the year we complied with the principles of Clarity, Simplicity, Risk, Predictability, Proportionality and Alignment to Culture as set out in the

Corporate Governance Code 2018, and further detail is set out in the 2023 Annual Report. As the remuneration approach for executive directors is

unchanged from last year, the detailed disclosure provided in the 2023 report remains accurate and reflective of ITV’s approach in determining the

Directors’ remuneration policy.

Payments to past Directors (Audited)

There were no payments made to past Directors in 2024.

Payments for loss of office (Audited)

There were no payments made to Directors for loss of office in 2024.

Directors’ share interests and post‑cessation shareholding (Audited)

The Committee continues to recognise the importance of Directors being shareholders so as to align their interests with other shareholders.

Shareholding guidelines are in place, which encourage Executive Directors to build up a holding of ITV plc shares based on a percentage of

base salary.

Where the value of shares required to be held increases as a result of a salary increase (or an increase in the relevant percentage), the Executive

Directors must increase their holdings to achieve compliance. The Committee may change the guidelines so long as they are not, overall, in the

view of the Committee, less onerous.

Non-executive Directors are required to build and then maintain a holding of 100% of their base fee (unless for some reason they are unable to

retain their fees).

Interests in share awards following departure enable Executive Directors to remain aligned with the interest of shareholders for an extended

period after leaving the Company. Deferred Share Awards, legacy LTIP and ESP awards subject to a holding period will usually vest (and be

released from their holding periods) at the normal time. This means that Executive Directors may retain a significant interest in shares for up to

five years when they leave the Company. Executive Directors will normally be required to retain an interest equivalent to two times their annual

ESP grant (265% for the Chief Executive and 225% for the Group CFO & COO) for two years following departure. In order to enforce this

requirement, on vesting, relevant shares are automatically transferred to a secure nominee arrangement until the appropriate level of interest

has been achieved. The shares will be retained in this arrangement until the end of the two-year period.

The figures set out below represent shareholdings in the ordinary share capital of ITV plc beneficially owned by Directors and their family interests

at 31 December 2024. To show alignment with the shareholding guidelines both the net number of unvested share awards not subject to

performance conditions and the vested share awards in holding periods are included for the Executive Directors. The Committee continues

to keep both the shareholding guidelines and actual Director shareholdings under review and will take appropriate action should they

feel it necessary.

Interests in shares

Notes

Unconditional

Shares held at

31 December

2024

Restricted

Shares held at

31 December

2024

Restricted

Shares held at

31 December

2024

% shareholding

guidelines

met

Unconditional

shares held at

31 December

2023

% of salary/fees

required

to be held under

shareholding

guidelines

Executive Directors

Carolyn McCall 2,088,722 2,242,763 2,582,924 157 1,721,466 400

Chris Kennedy 887,687 1,401,367 1,569,012 200 664,596 225

Non‑executive Directors

Dawn Allen 5 – – – – – 100

Salman Amin 50,674 – – 100 50,674 100

Edward Bonham Carter 100,000 – – 121 100,000 100

Graham Cooke 6 16,996 – – 17 – 100

Andrew Cosslett 621,242 – – 111 621,242 100

Margaret Ewing 7 57,700 – – 94 57,700 100

Marjorie Kaplan 8 – – – – – 100

Gidon Katz 9 75,000 – – 81 75,000 100

Sharmila Nebhrajani 10 26,858 – – 31 15,620 100

1. Shares beneficially held by Directors and family interests

2. Restricted Share awards under the DSA that are in a deferred period; and awards under the ESP and LTIP that have vested but are unexercised and in a holding period (and not

subject to a performance underpin). These awards are subject to continued service and accounted for on a net of tax basis

3. Restricted Share awards under the ESP that have not vested and are subject to performance underpin are accounted for on a net of tax basis

4. In order to reflect economic exposure, shareholding guidelines are assessed on the greater of the share price on 31 December 2024 (73.6 pence) and the value at acquisition/grant

5. Dawn Allen was appointed to the Board on 2 October 2023 and has until 2029 to meet her shareholding requirements

6. Graham Cooke was appointed to the Board on 1 May 2020 and has until 2026 to meet his shareholding requirements

7. Following an increase to fees in 2024 Margaret Ewing’s interest has fallen to 94%

8. Marjorie Kaplan was appointed to the Board on 1 September 2023 and has until 2029 to meet her shareholding requirements

9. Gidon Katz was appointed to the Board on 18 July 2022 and has until 2028 to meet his shareholding requirements

10. Sharmila Nebhrajani was appointed to the Board on 10 December 2020 and has until 2026 to meet her shareholding requirements

11. There have been no changes in holdings from 31 December 2024 up until the date this report was signed on 6 March 2025

119

ITV plc Annual Report and Accounts 2024

Strategic Report Financial StatementsGovernance

Annual Report on Remuneration continued

Outstanding interests under share plans

The following table provides details of the Executive Directors’ outstanding interests in share awards.

Notes

1 January

2024

Awarded

in year

Vested

in year

Exercised

in year

Lapsed

in year

31 December

2024

Share price

used for

award

(pence)

option

price

(pence)

price at

exercise

(pence)

Vesting

date

Holding

period

ends

Carolyn McCall

LTIP

28 March 2019 1 692,937 – – 692,937 – – 126.37 – 73.16 28 March

2022

28 March

2024

6 April 2020 1 1,393,013 – – – 1,393,013 69.91 – – 6 April

2023

6 April

2025

ESP

13 May 2021 2 1,013,062 – 1,013,062 – – 1,013,062 123.37 – – 13 May

2024

13 May

2026

28 March 2022 2 1,338,577 – – – – 1,338,577 96.17 – – 28 March

2025

28 March

2027

28 March 2023 2 1,643,105 – – – – 1,643,105 81.48 – – 28 March

2026

28 March

2028

28 March 2024 2 – 1,891,759 – – – 1,891,759 72.89 – – 28 March

2027

28 March

2029

DSA

28 March 2022 567,177 – – – – 567,177 96.17 – – 28 March

2025

28 March 2023 584,666 – – – – 584,666 81.48 – – 28 March

2026

28 March 2024 4 – 469,122 – – – 469,122 72.89 – – 28 March

2027

Chris Kennedy

LTIP

28 March 2019 1 420,928 – – 420,928 – – 126.37 – 73.16 28 March

2022

28 March

2024

6 April 2020 1 846,194 – – – – 846,194 69.91 – – 6 April

2023

6 April

2025

ESP

13 May 2021 2 - - 615,390 – – 615,390 123.37 – – 13 May

2024

13 May

2026

28 March 2022 2 813,126 – – – – 813,126 96.17 – – 28 March

2025

28 March

2027

28 March 2023 2 998,114 – – – – 998,114 81.48 – – 28 March

2026

28 March

2028

28 March 2024 2 – 1,149,160 – – – 1,149,160 72.89 – – 28 March

2027

28 March

2029

DSA

28 March 2022 367,120 – – – – 367,120 96.17 – – 28 March

2025

28 March 2023 383,421 – – – – 383,421 81.48 – – 28 March

2026

28 March 2024 4 – 307,683 – – – 307,683 72.89 – – 28 March

2027

SAYE

13 September

2023

5 32,907 – – – – 32,907 70.46 56.37 – 1 November

2026

1. Awards under the LTIP are subject to performance over a three year period. Any proportion of the award that meets the performance conditions will become exercisable after a two

year holding period

2. Awards under the ESP vest after three years subject to a financial underpin condition being met. The award will then become exercisable after a two year holding period. The face

value of awards granted in 2024 to Carolyn McCall under the ESP was £1,378,966 and to Chris Kennedy was £837,660

3. For awards released during the year, sufficient shares were sold to cover income tax and national insurance liabilities, with the balance of shares retained by the Executive Director.

The shares are included in the balance of unconditional shares in the table on page 118

4. Awards under the DSA were granted as nil cost options and become exercisable after three years subject to continued employment. The face value of awards granted in the

financial year to Carolyn McCall was £341,958 and to Chris Kennedy was £224,280. Awards were granted based on the average share price on the three trading days preceding

the award

5. Share options under the SAYE were granted at a 20% discount of the ITV share price at the time of grant

120

ITV plc Annual Report and Accounts 2024

External directorships

With specific approval of the Board, Executive Directors may undertake external appointments as a non-executive director of other publicly

quoted companies and retain any related fees paid to them.

Service contracts

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

Executive Directors: Executive Directors have rolling service contracts that provide for 12 months’ notice on either side. There are no special

provisions that apply in the event of a change of control.

Date of

appointment

Nature of

contract

Notice period

from Company

Notice period

from Director

Compensation for

early termination

Carolyn McCall 8 January 2018 Rolling 12 months 12 months None

Chris Kennedy 21 February 2019 Rolling 12 months 12 months None

Non‑executive Directors: Each Non-executive Director, including the Chair, has a letter of appointment with the Company. Non-executive

Directors will serve for an initial term of three years, subject to election and then annual re-election by shareholders, unless otherwise terminated

earlier by and at the discretion of either party upon one month’s written notice (12 months for the current Chair). After the initial three year term,

reappointment is on an annual basis.

All Non-executive Directors are subject to re-election at the AGM in 2025. Details of appointment and tenure are set out in the table on page 67.

Committee membership and advisers

The Directors who were members of the Committee when matters relating to the Executive Directors’ remuneration for the year were considered

are set out on page 104.

The Committee obtains advice from various sources in order to ensure it makes informed decisions. The Executive Directors are invited to attend

Committee meetings as appropriate. No individual is involved in decisions relating to their own remuneration.

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

Deloitte LLP was appointed by the Committee as the independent adviser on remuneration policy and the external remuneration environment

with effect from September 2017 following a review of other advisers in the market place. Total fees for advice provided to the Committee during

the year amounted to £78,050 on a time/material basis (exclusive of VAT and expenses). Deloitte are members of the Remuneration Consultants

Group and abide by its Code of Conduct in relation to remuneration consulting in the UK.

The Committee regularly reviews the quality and objectivity of the advice it receives from Deloitte in private sessions and this is challenged as a

part of the Board evaluation process. It is satisfied that the advice it has received has been objective and independent, and that any conflicts have

been appropriately managed. The Committee is satisfied that the Deloitte LLP engagement partner and advisory team that provide remuneration

advice to the Committee, do not have any connections with the Company or individual Directors that may impair their independence.

The wider UK Deloitte firm provided ITV with a number of other services during the year relating to tax, financial advice and consultancy.

The members of the executive remuneration consulting team are not incentivised to cross-sell non-related services to ITV.

Relative importance of spend on pay

The table below shows the percentage change in total remuneration paid to all employees compared to expenditure on dividends and

share buybacks.

2024

£m

2023

£m

Change

Employee pay

681 693 (1.73)

Dividends/share buybacks

397 201 97.51

Employee headcount

6,613 6,869 (3.73)

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

2. This includes the repurchase of shares under the Share Buyback programme that commenced on 7 March 2024

3. Employee headcount is the monthly average number of employees across ITV on a full time equivalent basis. More detail is set out in note 2.1 to the financial statements.

This number is included to contextualise the employee pay figure

121

ITV plc Annual Report and Accounts 2024

Strategic Report Financial StatementsGovernance

Annual Report on Remuneration continued

Historical performance

The graph below shows the TSR performance of the Company against the FTSE 100 index over the ten-year period to 31 December 2024.

The FTSE 100 was chosen as ITV has been a member of the FTSE 100 during the ten-year period.

31/12/202331/12/2014 31/12/2015 31/12/2016 31/12/2017 31/12/2018 31/12/2019 31/12/202431/12/202231/12/202131/12/2020

ITV FTSE 100

Source: LSEG Datastream

TSR (rebased to 100 at 31 December 2014)

100

120

140

160

180

Chief Executive remuneration

The table below provides a summary of the total remuneration received by the Chief Executive over successive financial years, including details of

the annual bonus pay-out and long-term incentive award vesting level in each year.

Total

remuneration

£000

Bonus %

of maximum

Award vesting

% of maximum

LTI

Award type

2024 Carolyn McCall 4,089 93 100 ESP

2023 Carolyn McCall 3,045 56 100 ESP

2022 Carolyn McCall 3,690 82 39 LTIP

2021 Carolyn McCall 3,307 96 36 LTIP

2020 Carolyn McCall 1,150 – 9 LTIP

2019 Carolyn McCall 3,122 87 62 LTIP

2018 Carolyn McCall 3,695 74 – LTIP

2017 Peter Bazalgette (for the six-month period served) 225 – – LTIP

Adam Crozier (for the six-month period served) 2,050 98 63 LTIP

2016 Adam Crozier 3,632 40 80 LTIP

2015 Adam Crozier 3,881 96 75 LTIP

2014 Adam Crozier 4,842 94 75 LTIP

2013 Adam Crozier 8,399 93 87 LTIP

The long-term incentive award vesting percentage relates to the proportion of the award that met performance conditions in the relevant

financial year.

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ITV plc Annual Report and Accounts 2024

Shareholder views and AGM voting

The Committee maintains regular and transparent communication with shareholders. We believe that it is important to regularly meet with our

key shareholders to understand their views on our remuneration arrangements and what they would like to see going forward. We welcome

feedback from shareholders at any time during the year.

Where we are proposing to make any significant changes to the remuneration framework or the manner in which the framework is operated, we

would seek major shareholders’ views and take these into account. In recent years, the Committee has consulted with major shareholders

regarding both the design and operation of the Policy.

Prior to the finalisation of the 2024 Remuneration Policy, the Committee consulted with major shareholders to consider their views and we

maintain a dialogue with many of these investors. At the AGM held on 2 May 2024, the majority of investors were supportive of both the

Remuneration Report and the Remuneration Policy. Over many years, major proxy agencies have also remained supportive of our remuneration

proposals. Despite this majority support, the Committee recognises that there are a diverse range of views amongst investors, particularly in

relation to restricted share pay models.

While the Committee remains satisfied regarding the rationale and benefits of the existing pay model, it will continue to monitor the effectiveness

of the Policy going forward to ensure it continues to support execution of the strategy and the views of our major shareholders continue to inform

and guide our overall approach.

Votes cast by proxy and at the meeting by poll in respect of the Executive Directors’ remuneration were as follows:

Resolution

Number of

Voting

for %

Number of

Voting

against %

Total votes

cast

Votes

withheld

Remuneration Policy (2024 AGM) 2,679,116,346 87.70 375,599,518 12.30 3,054,715,864 263,372,082

The Directors’ Remuneration Report (2024 AGM)

(excluding the Remuneration Policy)

2,486,813,236 81.41 568,038,564 18.59 3,054,851,800 263,236,296

This Remuneration Report was approved by the Board on 6 March 2025 and has been signed on behalf of the Directors by

Sharmila Nebhrajani OBE

Chair, Remuneration Committee

6 March 2025

123

ITV plc Annual Report and Accounts 2024

Strategic Report Financial StatementsGovernance

Directors’ Report

The Directors’ Report comprises this report and the entire Governance section including the Chair’s Governance Statement. In accordance with

the Financial Conduct Authority’s Listing Rules, the information to be included in the 2024 Annual Report and Accounts, where applicable, under

LR 6.6, is set out in this Directors’ Report. Other information that is relevant to this report, and which is incorporated by reference, can be located

as follows:

INFORMATION

Carbon and greenhouse gas emissions (see page 34)

Corporate Governance Report (see pages 60 to 123)

Culture (see pages 80 to 83)

Directors’ service contracts (see page 121)

Employee engagement and involvement (see pages 78 to 79)

Employee equality, diversity, reward, investment and inclusion (see pages 32 to 33)

Future developments of the business of the Group (see pages 7 to 11)

Membership of the Board during the 2024 financial year (see pages 62 to 63)

Research and development (see pages 7 to 11)

Stakeholder engagement and Company’s business relationships (see pages 69 to 77)

Corporate

Articles of Association: The Articles of Association may only be amended by special resolution of the shareholders. The current Articles were

adopted as the Articles of Association of the Company at the conclusion of the 2021 AGM and are available on our website.

Auditor: The external auditor for the 2024 financial year was PricewaterhouseCoopers LLP. The Independent Auditor’s Report starting on

page 130 sets out the information contained in the Annual Report which has been audited by the external auditor.

The Audit and Risk Committee considered the performance and audit fees of the external auditor, and the level of non‑audit work undertaken. It

recommended to the Board that a resolution for the reappointment of PricewaterhouseCoopers LLP for a further year as the Company’s auditor

be proposed to shareholders at the AGM on 13 May 2025.

Change of control: No person holds securities in the Company carrying special rights with regard to control of the Company. All of the Company’s

share schemes contain provisions relating to a change of control. Outstanding awards and options would normally vest and become exercisable

on a change of control, subject to the satisfaction of any performance conditions and proration for time where appropriate.

Certain of the Group’s debt and derivative instruments have change of control clauses whereby the counterparty can require ITV to repay or

redeem the instruments in the event of a change of control (although in some cases only if it is accompanied by a credit rating downgrade to sub

investment grade). The Company is not aware of any other significant agreements to which it is a party that take effect, alter or terminate upon a

change of control of the Company.

Other agreements: The Company does not have any agreements with any Director or employee that would provide compensation for loss of

office or employment resulting from change of control following a takeover bid.

Dividends: The Board has proposed a final dividend of 3.3 pence for the year ended 31 December 2024 subject to shareholder approval at the

AGM on 13 May 2025. The final dividend will be paid on 22 May 2025 to shareholders on the register on 11 April 2025 (the record date). The

ex‑dividend date is 10 April 2025.

Political contributions: It is the Company’s policy not to make cash contributions to any political party. However, within the normal activities of

the Company’s national and regional news‑gathering operations, there may be occasions when an activity might fall within the broader definition

of ‘political expenditure’ contained within the Companies Act 2006. Shareholder authority for such expenditure was given at the 2024 AGM.

During 2024 there were no payments made by the Group falling within this definition (2023: nil). The Directors will seek to renew this authority

at the 2025 AGM.

Branches: Branches of the Group outside the United Kingdom are indicated in the Subsidiary undertakings and investments section on

pages 214 to 219.

The Directors present their Annual Report and the audited consolidated and

parent company financial statements for the year ended 31 December 2024.

124

ITV plc Annual Report and Accounts 2024

Directors

Appointments: A table showing Directors who served in the year and to the date of this report can be found on page 67. Biographies for Directors

currently in office can be found on pages 62 and 63 and on our website.

www.itvplc.com/about-itv/board-of-directors

The appointment and replacement of Directors is governed by the Articles of Association, the UK Corporate Governance Code, the Companies

Act 2006 and related legislation. The Directors may from time to time appoint one or more Directors. Any such Director shall hold office only until

the next AGM and shall then be eligible for appointment by the Company’s shareholders in accordance with the Corporate Governance Code.

Subject to annual shareholder approval, Non‑executive Directors are appointed for an initial three year period and annually thereafter. Each

Director will retire and submit themselves for election or re‑election at the forthcoming AGM.

Conflicts of interest: The Board has delegated the authorisation of any conflicts to the Nominations Committee and has adopted a Conflicts

of Interest Policy. The Board has considered in detail the current external appointments of the Directors that may give rise to a situational

conflict and has authorised potential conflicts where appropriate. This authorisation can be reviewed at any time but will always be subject to

annual review.

Powers including in relation to issuing or buying back shares: Subject to applicable law and the Company’s Articles of Association, the Directors

may exercise all powers of the Company, including the power to authorise the issue and/or market purchase of the Company’s shares (subject to

an appropriate authority being given to the Directors by shareholders in a general meeting and any conditions attaching to such authority). The

Articles and a schedule of Matters Reserved for the Board can be found on our website.

At the 2024 AGM, the Directors were given the following authority:

• To allot a maximum of 1.35 billion shares, representing approximately one‑third of the Company’s issued share capital, extending to

2.7billion if used for a rights issue

• To allot a maximum of 405 million shares, without first offering them to existing shareholders in proportion to their holdings, representing

approximately 10% of the Company’s issued share capital

• To purchase in the market a maximum of 405 million shares, representing up to approximately 10% of the Company’s issued share capital

On 7 March 2024 ITV announced that it had commenced a programme to purchase the Company’s shares up to a maximum consideration of £235

million using the authority granted by shareholders at the 2023 AGM. Under these authorities 270,292,644 million shares were bought back during

the 2024 financial year. As necessary, the continuation of the programme after the 2025 AGM is subject to shareholder authority being granted at

the 2025 AGM and, following the expiry of such authority, the shareholder authority granted at the Company’s Annual General Meeting to be held

in 2026.

Insurance and indemnities: The Company maintains liability insurance for its Directors and officers that is renewed on an annual basis. The

Company has also entered into deeds of indemnity with its Directors and certain directors of associated companies. A copy of the indemnity can

be found on our website. The indemnity, which constitutes a qualifying third‑party indemnity as defined in Section 234 of the Companies Act

2006, was in force during the 2024 financial year.

Disclosures

Listing Rule 9.8.4 disclosures: There are no disclosures to be made under Listing Rule 9.8.4, other than that the Trustee of the Employees’ Benefit

Trust (EBT) waived its rights to receive dividends on shares it holds which do not relate to Restricted Shares held under the ITV Deferred Share

Award Plan. See note 4.8.

Financial risk management: The Directors have carried out a robust assessment of the principal and emerging risks facing the Company,

including in relation to its business model, future performance, solvency and liquidity. Details of our principal risks and associated mitigations,

together with details of our approach to risk management, are set out on pages 49 to 53. Note 4.2 to the financial statements gives details of the

Group’s financial risk management policies and related exposures. Note 4.2 is incorporated by reference and deemed to form part of this report.

Going concern: The going concern statement is set out on page 143. The statement is incorporated by reference and deemed to form part

of this report.

Data: As a part of our business activity, ITV processes large amounts of personal data. ITV recognises that to enable this use of personal data to

transform our business and to meet the expectations of our viewers, advertisers and colleagues, it is critical that we continue to build on our

approach to applying privacy in a lawful and ethical way. A programme of work to support this has been led by our Global Data Protection Officer.

The work includes making improvements to our data governance framework and delivering our data privacy function to protect rights, engender

trust and make data available for commercial purposes. ITV has a number of policies, procedures and tools in place to support this, including our

Privacy and Data Protection Policy and an Information Security Policy that governs the processing and security of data. Compliance with these

policies is mandatory and forms part of the Code of Ethics and Compliance. All colleagues undergo regular training to remind them of their

responsibilities under these policies. Privacy and data protection is kept under review by the Audit and Risk Committee.

125

ITV plc Annual Report and Accounts 2024

Strategic Report Financial StatementsGovernance

Directors’ Report continued

Subsequent events

For details on post balance sheet events see note 5.3 on page 201.

Pensions

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

ITV Pension Scheme (the Scheme): The Scheme is predominantly a Defined Benefit (DB) scheme, which is closed to future accrual, but also

includes a small Defined Contribution (DC) section closed to future contributions.

ITV Pension Scheme Limited (a wholly owned subsidiary of ITV plc) is a corporate Trustee and manages the Scheme under a trust which is

separate from the Company. Members of the Trustee board are formally appointed as directors of ITV Pension Scheme Limited. There are six

directors including the Chair – four appointed by the Company and two nominated by the members. The Company appointed Trustee directors

include the Chair and two professional independent Trustees.

Currently, the Trustee has one committee: Corporate Affairs. The Corporate Affairs Committee is convened as and when appropriate for dealing

with any corporate activities that may arise. The Trustee board holds regular meetings throughout the year at which key issues and more routine

business matters are dealt with. A budget is agreed each year. The Trustee board manages risk through its meeting agendas and has a conflicts of

interest policy and maintains a register of interests for each Trustee director, which are reviewed regularly. It is the responsibility of the Trustee to

have in place appropriate training for its directors and effective committee structures. The Trustee directors receive regular training throughout

the year and also have the support of various professional advisers. The Group pensions department helps identify training opportunities. Training

is delivered both by attendance at external courses and with targeted training to support specific agenda items at the start of the relevant Trustee

board meeting. Where appropriate, longer training sessions are organised. Comprehensive records are kept of all training completed by each

Trustee director. The Trustee board completes regular assessments of its advisers.

The Chair confirms in an annual statement that the Trustee meets its legal duties in relation to the DC section as required under the Pensions

Regulator’s Code of Practice 13.

Full valuations are carried out every three years. The latest actuarial valuation of the main DB scheme was as at 1 January 2023.

ITV Defined Contribution Plan (the Plan): The trust based Plan was established to accept contributions from 1 March 2017 for ex‑DB members

and DC members who transferred from the Scheme. Eligible fixed term and permanent employees are invited to join the Plan after completing the

required time in the Company’s Auto‑Enrolment (AE) arrangement – the AE Section of the Plan, which was set up on 1 April 2020. These

individuals are given the opportunity to transfer funds from the AE plan and make backdated contributions within permitted levels.

ITV DC Trustee Limited (a wholly owned subsidiary of ITV plc) is a corporate Trustee and manages the DC assets, which are held under trust

separately from the Company. Members of the Trustee board are formally appointed as directors of ITV DC Trustee Limited. There are five

directors including the Chair – three appointed by the Company and two nominated by the members. It is the responsibility of the Trustee to have

in place appropriate training for its directors. The governance framework for managing the Plan and developing the board is in line with that in

place for the ITV Pension Scheme.

The Chair confirms in an annual statement that the Trustee meets its legal duties in relation to the DC Plan as required under the Pensions

Regulator’s Code of Practice 13.

Ulster Television Pension and Assurance Scheme (the UTV Scheme): The UTV Scheme provides DB benefits. It closed to future accrual with

effect from 31 March 2019.

UTV Pension Scheme Limited (a wholly owned subsidiary of ITV plc) is a corporate Trustee and manages the DB assets, which are held under trust

separately from the Company. Members of the Trustee board are formally appointed as directors of UTV Pension Scheme Limited. There are five

directors including the Chair — three appointed by the Company (including a professional Trustee as chairman) and two nominated by the

members. It is the responsibility of the Trustee to have in place appropriate training for its directors. The governance framework for managing the

UTV Scheme and developing the board is in line with that in place for the ITV Pension Scheme.

Full valuations are carried out every three years. The latest actuarial valuation of the UTV scheme was as at 1 July 2023.

The People’s Pension: Since 2013, employers within the Group have been required to enrol all eligible individuals into a pension scheme

automatically (auto‑enrolment). This applies to all eligible individuals who are contracted to work for us, regardless of their contract type or tax

status (i.e. it applies to workers and not simply employees). For freelancers and employees not eligible to join the DC Plan, the auto‑enrolment

plan is provided by a company called The People’s Pension under a master trust which is run by an independent board of Trustee directors and

eligible individuals are enrolled into this arrangement.

Pension Scheme indemnities: Qualifying pension scheme indemnity provisions, as defined in Section 235 of the Companies Act 2006, were in

force for the financial year ended 31 December 2024 and remain in force for the benefit of each of the directors of ITV Pension Scheme Limited,

ITV DC Trustee Limited and UTV Pension Scheme Limited. These indemnity provisions cover, to the extent permitted by law, certain losses or

liabilities incurred as a director or officer of ITV Pension Scheme Limited, ITV DC Trustee Limited and UTV Pension Scheme Limited.

Issued share capital: At the date of this report, there were 3,861,931,963 ordinary shares of 10 pence each in issue, all of which are fully paid up

and quoted on the London Stock Exchange.

At the 2024 AGM, shareholders granted the Company authority to purchase the Company’s own shares up to a maximum number of 450 million

ordinary shares. ITV originally announced the share buyback programme of ordinary shares on 7 March 2024, for an aggregate purchase price

of up to £235 million. As at 31 December 2024, 270,292,644 ordinary shares of 10p each had been repurchased for an aggregate consideration

of £197,794,322.62.

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ITV plc Annual Report and Accounts 2024

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

special rights.

Restrictions: There are no restrictions on the transfer of ordinary shares in the capital of the Company other than those which may be imposed by

law from time to time. The Company is not aware of any agreements between shareholders that may result in restrictions on the transfer of

securities and/or voting rights. With regard to the deadline for exercising voting rights, votes are exercisable at a general meeting of the Company in

respect of which the business being voted upon is being heard. Votes may be exercised in person, by proxy or, in relation to corporate members, by

corporate representatives. The Articles provide a deadline for submission of proxy forms of not less than 48 hours before the time appointed for

the holding of the meeting or adjourned meeting. However, when calculating the 48‑hour period, the Directors can, and have, decided not to take

account of any part of a day that is not a working day. In accordance with the Disclosure Guidance and Transparency Rules (DTRs), Persons

Discharging Managerial Responsibility are required to seek approval to deal in ITV shares. The Company is not aware of any agreements between

shareholders that may result in restrictions on the transfer of securities and/or voting rights.

Share schemes: Details of employee share schemes are set out in note 4.8 of the financial statements. The Company has an Employees’ Benefit

Trust (EBT) funded by loans to acquire shares for the potential benefit of employees. Details of shares held by the EBT as at 31 December 2024 are

set out in note 4.8. During the year, shares have been released from the EBT in respect of share schemes for employees. The Trustee of the EBT

has the power to exercise all voting rights in relation to any investment (including ordinary shares) held within the EBT. From 2024, awards granted

under the Company’s Save As You Earn Scheme and the Executive Share Plan are met by the issue of treasury shares when the options are

exercised. Awards under the Deferred Share Award Plan will continue to be met by market purchase shares. The Company will monitor the number

of shares issued under these schemes and the impact on dilution limits.

Substantial shareholders: Information regarding interests in voting rights provided to the Company pursuant to the DTRs is published on a

Regulatory Information Service and on the Company’s website.

As at 6 March 2025, the information in the table below had been received, in accordance with DTR5, from holders of notifiable interests (voting

rights) in the Company’s issued share capital. However, these holdings are likely to have changed since notified to the Company; notification of any

change is not required until the next applicable threshold is crossed.

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

% of

direct interest

in shares

% of

indirect interest

in shares

Total

% held

Total number

of shares

as notified

Liberty Global Incorporated Limited 10.06% 0.00% 10.06% 381,275,000

Ameriprise Financial, Inc and its group 5.08% 0.045% 5.12% 206,179,898

Artemis Investment Management LLP 5.14% 0.000% 5.14% 206,764,435

Schroders plc 5.22% 0.01% 5.23% 210,615,274

RWC Asset Management LLP 5.67% 0.00% 5.67% 228,339,000

Silchester International Investors LLT 5.00% 0.00% 5.00% 202,667,604

127

ITV plc Annual Report and Accounts 2024

Strategic Report Financial StatementsGovernance

Directors’ Report continued

Statement of Directors’ Responsibilities

The directors are responsible for preparing the Annual Report and Accounts 2024 and the financial statements in accordance with applicable law

and regulation.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have prepared the group

financial statements in accordance with UK‑adopted international accounting standards and the company financial statements in accordance

with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 101 “Reduced Disclosure

Framework”, and applicable law).

Under company law, directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of

affairs of the group and company and of the profit or loss of the group for that period. In preparing the financial statements, the directors are

required to:

• select suitable accounting policies and then apply them consistently;

• state whether applicable UK‑adopted international accounting standards have been followed for the group financial statements and United

Kingdom Accounting Standards, comprising FRS 101 have been followed for the company financial statements, subject to any material

departures disclosed and explained in the financial statements;

• make judgements and accounting estimates that are reasonable and prudent; and

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and company will continue

in business

The directors are responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and

detection of fraud and other irregularities.

The directors are also responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s

transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that

the financial statements and the Directors’ Remuneration Report comply with the Companies Act 2006.

The directors are responsible for the maintenance and integrity of the company’s website. Legislation in the United Kingdom governing the

preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Chris Kennedy

Group CFO & COO

6 March 2025

ITV plc

Registered Number: 4967001

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ITV plc Annual Report and Accounts 2024

FINANCIAL STATEMENTS

In this

section

The financial statements have been presented in a style that attempts to make them less complex and

more relevant to shareholders and other stakeholders. We have grouped the note disclosures into five

sections: ‘Basis of Preparation’, ‘Results for the Year’, ‘Operating Assets and Liabilities’, ‘Capital Structure

and Financing Costs’ and ‘Other Notes’. Each section sets out the accounting policies applied in producing

the relevant notes, along with details of any key judgements and estimates used. The purpose of this

format is to provide readers with a clearer understanding of what drives financial performance of the Group.

The aim of the text in boxes is to provide commentary on each section or note, in plain English.

Keeping

it simple

Notes to the financial statements provide information required by statute, accounting standards or Listing

Rules to explain a particular feature of the financial statements. The notes are a part of the financial

statements and will also provide explanations and additional disclosure to assist readers’ understanding

and interpretation of the Annual Report and the financial statements.

Contents

Independent Auditors’ Report to the members of ITV plc 130

Primary Statements 137

Consolidated Income Statement 137

Consolidated Statement of Comprehensive Income 138

Consolidated Statement of Financial Position 139

Consolidated Statement of Changes in Equity 140

Consolidated Statement of Cash Flows 142

Section 1: Basis of Preparation 143

Section 2: Results for the Year 147

2.1 Profit before tax 147

2.2 Exceptional items 152

2.3 Taxation 15

2.4 Earnings per share 157

Section 3: Operating Assets and Liabilities 159

3.1 Working capital 159

3.2 Property, plant and equipment 163

3.3 Intangible assets 165

3.4 Acquisitions 170

3.5 Disposal of associates, joint ventures and subsidiary undertakings 172

3.6 Investments 173

3.7 Provisions 173

3.8 Pensions 175

Section 4: Capital Structure and Financing Costs 183

4.1 Net debt 183

4.2 Borrowings 18

4.3 Managing market risks: derivative financial instruments 186

4.4 Net financing costs 193

4.5 Fair value hierarchy 19

4.6 Lease liabilities 195

4.7 Equity 196

4.8 Share-based compensation 198

Section 5: Other Notes 200

5.1 Related party transactions 200

5.2 Contingent assets and liabilities 201

5.3 Subsequent events 201

Subsidiaries exempt from audit 202

ITV plc Company Financial Statements 204

Notes to the ITV plc Company Financial Statements 206

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ITV plc Annual Report and Accounts 2024

Strategic Report Financial StatementsGovernance

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF ITV PLC

REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS

Opinion

In our opinion:

• ITV plc’s Group financial statements and Company financial statements (the “financial statements”) give a true and fair view of the state

of the Group’s and of the Company’s affairs as at 31 December 2024 and of the Group’s profit and the Group’s cash flows for the year then

ended

• the Group financial statements have been properly prepared in accordance with UK-adopted international accounting standards as

applied in accordance with the provisions of the Companies Act 2006

• the Company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting

Practice (United Kingdom Accounting Standards, including FRS 101 “Reduced Disclosure Framework”, and applicable law) and

• the financial statements have been prepared in accordance with the requirements of the Companies Act 2006

We have audited the financial statements, included within the Annual Report and Accounts 2024 (the ‘Annual Report’), which comprise:

Consolidated and Company Statements of Financial Position as at 31 December 2024; the Consolidated Income Statement, the Consolidated

Statement of Comprehensive Income, the Consolidated and Company Statements of Changes in Equity, and the Consolidated Statement of

Cash Flows for the year then ended; and the notes to the financial statements, comprising material accounting policy information and other

explanatory information.

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (‘ISAs (UK)’) and applicable law. Our responsibilities

under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial statements section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We remained independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial

statements in the UK, which includes the FRC’s Ethical Standard, as applicable to listed public interest entities, and we have fulfilled our

other ethical responsibilities in accordance with these requirements.

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

Other than those disclosed in Note 2.1 ‘Profit Before Tax’, we have provided no non-audit services to the Company or its controlled

undertakings in the period under audit.

Our audit approach

Overview

Audit scope

• We performed full scope audit procedures over six components, covering components in the UK and USA

• Additionally, we performed audits of six large balances across two components

• Taken together, the entities over which audit work was performed accounted for 80% of the Group’s external revenue and 80% of the

Group’s absolute adjusted profit before tax

Key audit matters

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

• Valuation of complex pension scheme assets (Group)

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

• Recoverability of investments (Company)

Materiality

• Overall Group materiality: £23.5 million (2023: £23.5 million) based on 5% of the three-year average Group profit before tax adjusted to

exclude operating exceptional items and impairment

• Overall Company materiality: £71.0 million (2023: £71.0 million) based on 1% of the Company’s total assets

• Performance materiality: £17.5 million (2023: £17.5 million) (Group) and £52.3 million (2023: £53.3 million) (Company)

The scope of our audit

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

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ITV plc Annual Report and Accounts 2024

Key audit matters

Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the audit of the financial

statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud)

identified by the auditors, including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit;

and directing the efforts of the engagement team. These matters, and any comments we make on the results of our procedures thereon,

were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide

a separate opinion on these matters.

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

The key audit matters below are consistent with last year.

Key audit matter How our audit addressed the key audit matter

Valuation of gross defined benefit pension scheme obligations (Group)

Refer to note 3.8 in the financial statements. The Group had

gross defined benefit scheme obligations of £1,998 million

(2023: £2,194 million) recognised at 31 December 2024, which are

significant in the context of the overall Consolidated Statement of

Financial Position. The valuation of defined benefit pension scheme

obligations involves the exercise of judgement and technical

expertise in choosing appropriate actuarial assumptions such

as the discount rate, inflation, and mortality rates. Management

engaged external actuarial experts to assist in selecting appropriate

assumptions and to calculate the schemes’ liabilities.

We utilised our in-house actuarial experts to evaluate whether

the assumptions and methodology used in calculating the defined

benefit obligations were reasonable by:

• Assessing whether the mortality rates and other demographic

assumptions were reasonable based on the consideration of the

specifics of each plan and industry benchmarks

• Evaluating the appropriateness of the discount and inflation rate

assumptions by assessing the methodology used to set them and

comparing the assumptions to our internal acceptable ranges set

based on market data

• Reviewing the methodology and models used by external

actuaries to assess their appropriateness and testing the

Consolidated Statement of Financial Position liability and

movements over the year

Based on our procedures, we concluded that the key assumptions

utilised lay within acceptable ranges, the methodology used to

calculate the liability was appropriate, and that the liability

calculation had not been materially misstated. We assessed the

related disclosures included in the Group financial statements and

consider them to be appropriate.

Valuation of complex pension scheme assets (Group)

Refer to note 3.8 in the financial statements. The Group had

gross defined benefit scheme assets of £2,135 million (2023:

£2,355 million) recognised at 31 December 2024, which are

significant in the context of the overall Consolidated Statement

of Financial Position. The valuations of complex pension scheme

assets such as Pooled Investment Vehicles (PIVs) and longevity

swaps are inherently subjective. As such, there is judgement in

determining the fair value of the assets including the selection

of appropriate valuation methodologies and other assumptions.

Given the judgement and the quantum of these assets, this is a

heightened area of audit risk.

We obtained independent confirmations from the investment

managers to confirm the valuation of the scheme assets at the

Consolidated Statement of Financial Position date.

We understood Management’s processes and controls for the

monitoring and reviewing of complex asset valuations. We

specifically instructed our in-house actuarial experts to consider

whether the assumptions and methodology used in valuing the

assets were reasonable in relation to the longevity swap contract.

For complex PIVs, we also requested and reviewed third party

investment manager controls reports, details of any transactions

close to the year end, and the latest audited financial statements,

to determine whether there were any inconsistencies with the year

end values being attributed.

Based on the procedures performed, we noted no material issues

arising from our work.

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Strategic Report Financial StatementsGovernance

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF ITV PLC

CONTINUED

Key audit matter How our audit addressed the key audit matter

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

Refer to notes 2.2 and 3.7 in the financial statements. The Group

recorded significant exceptional items of £65 million (2023:

£77 million) which were included on the face of the Consolidated

Income Statement and disclosed within the Annual Report. The

presentation of items as exceptional can be judgemental and have

a significant impact on the readers of the financial statements.

Due to the quantum and number of exceptional items in the year,

we focused on the presentation of these items to ensure they were

treated consistently with the Group’s accounting policy.

The Group recorded a provision of £52 million (2023: £52 million)

for the settlement liability that might arise as a result of the Box

Clever Financial Support Directions issued by the Pensions

Regulator, which is subject to the approval of the ITV Pension

Scheme Trustee. There is continued uncertainty as to the quantum

of the amount for which ITV may be liable.

We substantiated a sample of exceptional items to corroborating

evidence. We assessed Management’s rationale for the designation

of certain items as exceptional against the Group’s policy,

considering the nature and impact of these items. We assessed the

appropriateness and completeness of the disclosures included in

the Group financial statements and the levels of equal prominence

of GAAP and non-GAAP measures within the Annual Report.

Specifically, with respect to the Box Clever provision, we enquired

of Management and their external legal counsel on the latest status

of the dispute noting that progress towards a final settlement has

been made, and their views as to the most likely outcome, including

the quantum of the settlement. We assessed the basis for

Management’s estimate of the provision, and utilised our in-house

actuarial experts to evaluate whether the assumptions and

methodology used in estimating the deficit amounts were reasonable.

We noted that consistent assumptions were used for the ITV

pension arrangements, all of which were within our acceptable

ranges. We noted that there remains uncertainty related to this

matter including the timing and amount of the final valuation of the

pension liability. We therefore reviewed the disclosures to ensure

they provide appropriate details of the developments.

Based on our procedures, we were satisfied that the treatment and

classification of exceptional items is consistent with the Group’s

policy, and the Annual Report disclosures, including the Box Clever

matter, are appropriate.

Recoverability of investments (Company)

Refer to Note iii in the financial statements. At 31 December 2024

the Company held Investments in subsidiary undertakings with a

carrying value of £3,238 million (2023: £3,224 million). The market

capitalisation of the Group is below the net assets of the Company

at 31 December 2024 which is considered to be an impairment

indicator and, as a result, Management performed an impairment

assessment. Management prepared a Value in Use (VIU) model

which includes judgements regarding the future cash flows of the

Group. The model is based on the first three years of the Board

approved five year plan and incorporates a terminal growth rate into

perpetuity. Through this assessment, Management identified that

the recoverable amount of the trading entities exceeded the

carrying value of the Company’s investments, therefore concluding

that no impairment was required.

We performed the following procedures:

• Understood the basis of preparation of the forecasts

• Ensured the model used is appropriate and the assumptions used

are consistent with the forecasts used elsewhere in the business

(including the goodwill impairment assessment and going concern)

• Supported by PwC valuations experts, we independently

assessed Management’s discount rate and terminal growth rate

for appropriateness

• Completed mathematical accuracy checks over the model

Based on our procedures we are satisfied that the carrying value

of the investments is supportable.

We also evaluated the disclosures in Note iii Investments in

subsidiary undertakings, which we consider to be appropriate.

How we tailored the audit scope

We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial statements as a

whole, taking into account the structure of the Group and the Company, the accounting processes and controls, and the industry in which

they operate.

The Group is organised and managed across three divisions: Media & Entertainment (M&E), Studios and Central Services. Within the M&E and

Studios divisions, given the shared systems and controls environment in the UK, we identified each individual UK business as a component.

Based on our risk and materiality assessments, we determined which components required an audit of their complete financial information

having consideration to the relative significance of each component to the Group, and the overall coverage obtained over each material line

item in the consolidated financial statements.

Due to their high concentration of the Group’s absolute adjusted profit before tax, we have identified six components (inclusive of the

Company) at which further audit procedures would be performed on the entire financial information of those components. In addition,

two other components were identified where audit procedures were performed over six balances.

Audit work over the UK components and large balances and specified procedures were performed by the UK Group engagement team in

addition to central procedures over tax, treasury, legal claims, defined benefit pension schemes, pension assets, impairment assessments,

going concern, material profits on disposal of associates, joint ventures and subsidiary undertakings and consolidation adjustments. A full

scope audit over one component, and specified procedures over another, was performed by PwC USA.

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ITV plc Annual Report and Accounts 2024

Where the work was performed by PwC USA, we determined the level of involvement we needed to have in the audit work to be able to

conclude whether sufficient appropriate audit evidence had been obtained as a basis for our opinion on the Group financial statements

as a whole. Our oversight procedures included the issuance of formal, written instructions to component auditors setting out the work

to be performed and regular communication throughout the audit cycle including regular component calls, review of the work papers and

participation in an audit clearance meeting.

Taken together, the components where we performed our audit work accounted for 80% of the Group’s external revenue, and 80% of the

Group’s absolute adjusted profit before tax. This was before considering the contribution to our audit evidence from performing audit work

at the Group level.

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

The impact of climate risk on our audit

As part of our audit, we made enquiries of Management to understand their process to assess the extent of the potential impact of climate

change risks on the Group and its financial statements. The Group explains the impact of climate change on its business within the “Climate

Related Financial Disclosures” section of the Strategic Report. Management’s assessment considered the climate-related risks disclosed in

the Annual Report including the impact of changes in the advertising sector, increased costs in the transition to a low carbon world and the

resilience of productions to extreme weather events.

As disclosed within the basis of preparation section of the financial statements, Management considered that the impact of climate change

does not give rise to a material financial statement impact.

In response, we used our understanding of the Group to evaluate Management’s assessment; in particular, we considered how climate

change risks, both physical and transitional, would impact the assumptions made in the forecasts prepared by Management used in their

impairment analysis and in their going concern and viability assessments. We did not identify any matters as part of this work which were

inconsistent with the disclosures in the Annual Report or led to any material adjustments to the accounts.

We also read the disclosures made in relation to climate change in the other information within the Annual Report, and considered their

consistency with the financial statements and our knowledge from our audit. Our responsibility over other information is further described

in the “Reporting on other information” section of our report.

Materiality

The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These, together

with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures on the

individual financial statement line items and disclosures and in evaluating the effect of misstatements, both individually and in aggregate on the

financial statements as a whole.

Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:

Financial statements – Group Financial statements – Company

Overall materiality £23.5 million (2023: £23.5 million) £71.0 million (2023: £71.0 million)

How we determined it 5% of the three-year average Group profit

before tax adjusted to exclude operating

exceptional items and impairment

1% of the Company‘s total assets

Rationale for benchmark applied We consider the most appropriate

benchmark on which to calculate materiality

was the Group’s adjusted profit before tax

adjusted to exclude operating exceptional

items and impairment, as it is one of the key

indicators of financial performance of the

Group. We use a three year average due to the

volatility of earnings

Balances and transactions that eliminate

upon consolidation were audited to a higher

materiality. We considered a total asset

measure to reflect the nature of the parent

Company, which primarily acts as a holding

Company for the Group’s investments

For each component in the scope of our Group audit, we allocated a materiality that is less than our overall Group materiality. The range of

materiality allocated across components was between £6 million and £20 million.

We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected

misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the scope of our audit and the

nature and extent of our testing of account balances, classes of transactions and disclosures, for example in determining sample sizes.

Our performance materiality was 75% (2023: 75%) of overall materiality, amounting to £17.5 million (2023: £17.5 million) for the Group

financial statements and £53.3 million (2023: £53.3 million) for the Company financial statements.

In determining the performance materiality, we considered a number of factors – the history of misstatements, risk assessment and

aggregation risk and the effectiveness of controls – and concluded that an amount at the upper end of our normal range was appropriate.

We agreed with the Audit and Risk Committee that we would report to them misstatements identified during our audit above £1.1 million

(Group and Company audit) (2023: £1.1 million) as well as misstatements below those amounts that, in our view, warranted reporting for

qualitative reasons.

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INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF ITV PLC

CONTINUED

Conclusions relating to going concern

Our evaluation of the Directors’ assessment of the Group’s and the Company’s ability to continue to adopt the going concern basis of

accounting included:

• A critical assessment of Management’s base case and downside scenarios, challenging and obtaining corroborating evidence for the key

assumptions, and verifying that the forecasts have been subject to board review and approval

• Examining the Group’s available financing, including related covenants, and maturity profile to assess liquidity through the assessment period

• Reviewing the key inputs into the model Management used to develop their scenarios to ensure that these were consistent with our

understanding and the inputs used in other key accounting judgements in the financial statements such as impairment

• Assessing the historical reliability of Management forecasting by comparing budgeted results to actual performance

• Performing our own independent sensitivity analysis to assess appropriate downside scenarios

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually

or collectively, may cast significant doubt on the Group’s and the Company’s ability to continue as a going concern for a period of at least

twelve months from when the financial statements are authorised for issue.

In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of accounting in the preparation

of the financial statements is appropriate.

However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the Group’s and the Company’s

ability to continue as a going concern.

In relation to the Directors’ reporting on how they have applied the UK Corporate Governance Code, we have nothing material to add or draw

attention to in relation to the Directors’ statement in the financial statements about whether the Directors considered it appropriate to

adopt the going concern basis of accounting.

Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.

Reporting on other information

The other information comprises all of the information in the Annual Report other than the financial statements and our auditors’ report

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

information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form

of assurance thereon.

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

the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to

be materially misstated. If we identify an apparent material inconsistency or material misstatement, we are required to perform procedures

to conclude whether there is a material misstatement of the financial statements or a material misstatement of the other information.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required

to report that fact. We have nothing to report based on these responsibilities.

With respect to the Strategic Report and Directors’ Report, we also considered whether the disclosures required by the UK Companies Act

2006 have been included.

Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions and matters as

described below.

Strategic Report and Directors’ Report

In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic Report and Directors’ Report

for the year ended 31 December 2024 is consistent with the financial statements and has been prepared in accordance with applicable

legal requirements.

In light of the knowledge and understanding of the Group and Company and their environment obtained in the course of the audit, we did not

identify any material misstatements in the Strategic Report and Directors’ Report.

Directors’ Remuneration

In our opinion, the part of the Remuneration Report to be audited has been properly prepared in accordance with the Companies Act 2006.

Corporate governance statement

The Listing Rules require us to review the Directors’ statements in relation to going concern, longer-term viability and that part of the

corporate governance statement relating to the Company’s compliance with the provisions of the UK Corporate Governance Code specified

for our review. Our additional responsibilities with respect to the corporate governance statement as other information are described in the

Reporting on other information section of this report.

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ITV plc Annual Report and Accounts 2024

Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the corporate governance

statement is materially consistent with the financial statements and our knowledge obtained during the audit, and we have nothing material

to add or draw attention to in relation to:

• The Directors’ confirmation that they have carried out a robust assessment of the emerging and principal risks

• The disclosures in the Annual Report that describe those principal risks, what procedures are in place to identify emerging risks and an

explanation of how these are being managed or mitigated

• The Directors’ statement in the financial statements about whether they considered it appropriate to adopt the going concern basis of

accounting in preparing them, and their identification of any material uncertainties to the Group’s and Company’s ability to continue to

do so over a period of at least twelve months from the date of approval of the financial statements

• The Directors’ explanation as to their assessment of the Group’s and Company’s prospects, the period this assessment covers and why

the period is appropriate

• The Directors’ statement as to whether they have a reasonable expectation that the Company will be able to continue in operation and

meet its liabilities as they fall due over the period of its assessment, including any related disclosures drawing attention to any necessary

qualifications or assumptions

Our review of the Directors’ statement regarding the longer-term viability of the Group and Company was substantially less in scope than an

audit and only consisted of making inquiries and considering the Directors’ process supporting their statement; checking that the statement

is in alignment with the relevant provisions of the UK Corporate Governance Code; and considering whether the statement is consistent with

the financial statements and our knowledge and understanding of the Group and Company and their environment obtained in the course of

the audit.

In addition, based on the work undertaken as part of our audit, we have concluded that each of the following elements of the corporate

governance statement is materially consistent with the financial statements and our knowledge obtained during the audit:

• The Directors’ statement that they consider the Annual Report, taken as a whole, is fair, balanced and understandable, and provides

the information necessary for the members to assess the Group’s and Company’s position, performance, business model and strategy

• The section of the Annual Report that describes the review of effectiveness of risk management and internal control systems

• The section of the Annual Report describing the work of the Audit and Risk Committee

We have nothing to report in respect of our responsibility to report when the Directors’ statement relating to the Company’s compliance with the

Code does not properly disclose a departure from a relevant provision of the Code specified under the Listing Rules for review by the auditors.

Responsibilities for the financial statements and the audit

Responsibilities of the Directors for the financial statements

As explained more fully in the Statement of Directors’ Responsibilities, the Directors are responsible for the preparation of the financial

statements in accordance with the applicable framework and for being satisfied that they give a true and fair view. The Directors are also

responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from

material misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Group’s and the Company’s ability to continue as a

going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the

Directors either intend to liquidate the Group or the Company or to cease operations, or have no realistic alternative but to do so.

Auditors’ responsibilities for the audit of the financial statements

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

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

but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be

expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our

responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our

procedures are capable of detecting irregularities, including fraud, is detailed below.

Based on our understanding of the Group and industry, we identified that the principal risks of non-compliance with laws and regulations

related to competition law, data privacy, broadcasting and media regulations and UK Listing Rules, and we considered the extent to which

non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct

impact on the financial statements such as the Companies Act 2006 and tax legislation. We evaluated Management’s incentives and

opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the

principal risks were related to posting inappropriate journal entries to manipulate the financial performance of the Group and Management

bias in accounting estimates. The Group engagement team shared this risk assessment with the component auditors so that they could

include appropriate audit procedures in response to such risks in their work. Audit procedures performed by the Group engagement team

and/or component auditors included:

• Enquiry of Management, those charged with governance and the Group’s legal counsel around actual and potential fraud and non-

compliance with laws and regulations

• Discussion with external lawyers regarding significant legal claims

• Enquiry of tax and compliance functions to identify any instances of non-compliance with laws and regulations

• Challenging assumptions made by Management in determining their significant judgements and accounting estimates (refer to key audit

matters)

• Identifying and testing journal entries, in particular journal entries posted with unusual account combinations

• Reviewing financial statement disclosures and testing to supporting documentation

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INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF ITV PLC

CONTINUED

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance

with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not

detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve

deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

Our audit testing might include testing complete populations of certain transactions and balances, possibly using data auditing techniques.

However, it typically involves selecting a limited number of items for testing, rather than testing complete populations. We will often seek to

target particular items for testing based on their size or risk characteristics. In other cases, we will use audit sampling to enable us to draw a

conclusion about the population from which the sample is selected.

A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at:

www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors’ Report.

Use of this report

This report, including the opinions, has been prepared for and only for the Company’s members as a body in accordance with Chapter 3 of

Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any

other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our

prior consent in writing.

OTHER REQUIRED REPORTING

Companies Act 2006 exception reporting

Under the Companies Act 2006 we are required to report to you if, in our opinion:

• we have not obtained all the information and explanations we require for our audit or

• adequate accounting records have not been kept by the Company, or returns adequate for our audit have not been received from

branches not visited by us or

• certain disclosures of Directors’ remuneration specified by law are not made or

• the Company financial statements and the part of the Remuneration Report to be audited are not in agreement with the accounting

records and returns

We have no exceptions to report arising from this responsibility.

Appointment

Following the recommendation of the Audit and Risk Committee, we were appointed by the members on 29 April 2021 to audit the financial

statements for the year ended 31 December 2021 and subsequent financial periods. The period of total uninterrupted engagement is four

years, covering the years ended 31 December 2021 to 31 December 2024.

OTHER MATTER

The Company is required by the Financial Conduct Authority Disclosure Guidance and Transparency Rules to include these financial

statements in an annual financial report prepared under the structured digital format required by DTR 4.1.15R - 4.1.18R and filed on the

National Storage Mechanism of the Financial Conduct Authority. This auditors’ report provides no assurance over whether the structured

digital format annual financial report has been prepared in accordance with those requirements.

Jonathan Lambert (Senior Statutory Auditor)

for and on behalf of PricewaterhouseCoopers LLP

Chartered Accountants and Statutory Auditors

London

6 March 2025

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ITV plc Annual Report and Accounts 2024

CONSOLIDATED INCOME STATEMENT

		2024	2023
For the year ended 31 December	Note	£m	£m
Revenue	2.1	3,488	3,624
Operating costs	2.1	(3,170)	(3, 386)
Operating profit		318	238
Presented as:
Earnings before interest, tax and amortisation (EBITA) before exceptional items	2.1	526	404
Operating exceptional items	2.2	(65)	(77)
Amortisation and impairment	3.3, 3.6	(143)	(8 9)
Operating profit		318	238
Financing income	4.4	51	25
Financing costs	4.4	(51)	(7 0)
Net financing costs		–	(4 5)
Share of losses of joint ventures and associated undertakings	3.6	(9)	–
Profit on disposal of associates, joint ventures and subsidiary undertakings	3.5	212	–
Profit before tax		521	193
Taxation	2.3	(115)	16
Profit for the year		406	209
Profit/(loss) attributable to:
Owners of the Company		408	210
Non-controlling interests	4.7.6	(2)	(1)
Profit for the year		406	209
Earnings per share
Basic earnings per share	2.4	10.4p	5.2p
Diluted earnings per share	2.4	10.3p	5.2p

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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

		2024	2023
For the year ended 31 December	Note	£m	£m
Profit for the year		406	209
Other comprehensive (expense)/income:
Items that are or may be reclassified to profit or loss
Revaluation of financial assets	4.7.4	(6)	(1)
Net gain on cash flow hedges and costs of hedging	4.7.3	7	12
Exchange differences on translation of foreign operations	4.7.3	(4)	(42)
Income tax charge on items that may be reclassified to profit or loss	2.3	(1)	(3)
Items that will never be reclassified to profit or loss
Remeasurement losses on defined benefit pension schemes	3.8	(31)	(35)
Income tax credit on items that will never be reclassified to profit or loss	2.3	6	9
Other comprehensive expense for the year, net of income tax		(29)	(60)
Total comprehensive income for the year		377	149
Total comprehensive income/(expense) attributable to:
Owners of the Company		379	154
Non-controlling interests	4.7.6	(2)	(5)
Total comprehensive income for the year		377	149

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CONSOLIDATED STATEMENT OF FINANCIAL POSITION

		31 December 2024	31 December 2023
	Note	£m	£m
Non-current assets
Property, plant and equipment	3.2	23 7	263
Intangible assets	3.3	1,498	1,542
Investments in joint ventures, associates and equity investments	3.6	31	68
Derivative financial instruments	4.3	1	1
Distribution rights	3.1.2	35	14
Contract assets	3.1.6	4	13
Defined benefit pension surplus	3.8	162	187
Other pension asset	3.8	45	48
Deferred tax asset	2.3	7	6
		2,020	2,142
Current assets
Programme rights and other inventory	3.1.1	371	413
Trade and other receivables due within one year	3.1.3	682	630
Trade and other receivables due after more than one year	3.1.3	81	62
Trade and other receivables		763	692
Contract assets	3.1.6	172	18 9
Production inventories	3.1.7	342	234
Current tax receivable	2.3	87	111
Derivative financial instruments	4.3	4	4
Assets classified as held for sale	3.5	–	66
Cash and cash equivalents	4.1	427	340
		2,16 6	2,049
Current liabilities
Borrowings	4.1, 4.2	(10)	(5)
Lease liabilities	4.6	(15)	(1 8)
Derivative financial instruments	4.3	(3)	(1)
Trade and other payables due within one year	3.1.4	(899)	(950)
Trade payables due after more than one year	3.1.5	(33)	(2 5)
Trade and other payables		(932)	(975)
Contract liabilities	3.1.6	(234)	(187)
Current tax liabilities	2.3	(1)	–
Provisions	3.7	(134)	(137)
		(1,329)	(1 ,323)
Net current assets		837	726
Non-current liabilities
Borrowings	4.1, 4.2	(723)	(758)
Lease liabilities	4.6	(90)	(97)
Derivative financial instruments	4.3	(20)	(16)
Defined benefit pension deficit	3.8	(25)	(26)
Deferred tax liabilities	2.3	(92)	(5 9)
Other payables	3.1.5	(63)	(67)
Provisions	3.7	(12)	(17)
		(1,0 25)	(1,040)
Net assets		1,832	1,828
Attributable to equity shareholders of the parent company
Share capital	4.7.1	394	406
Share premium	4.7.1	174	174
Merger and other reserves	4.7.2	245	211
Translation reserve	4.7.3	79	78
Fair value reserve	4.7.4	(7)	(2)
Retained earnings	4.7.5	923	91 9
Total equity attributable to equity shareholders of the parent company		1,808	1,786
Non-controlling interests	4.7.6	24	42
Total equity		1,832	1,828

The financial statements on pages 137 to 219 were approved by the Board of Directors on 6 March 2025 and were signed on its behalf by:

Chris Kennedy

Group CFO and COO

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Strategic Report Financial StatementsGovernance

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

					Attributable to equity shareholders of the parent company
				Merger					Non-
		Share	Share	and other	Translation	Fair value	Retained		controlling	Total
		capital	premium	reserves	reserve*	reserve	earnings	Total	interests	equity
	Note	£m	£m	£m	£m	£m	£m	£m	£m	£m
Balance at 1 January 2024	4.7	406	174	211	78	(2)	919	1,786	42	1,828
Total comprehensive income/(expense) for the year
Profit/(loss) for the year		–	–	–	–	–	408	408	(2)	406
Other comprehensive
(expense)/income
Revaluation of financial assets	4.7.4	–	–	–	–	(6)	–	(6)	–	(6)
Net gain on cash flow hedges and costs
of hedging	4.7.3	–	–	–	7	–	–	7	–	7
Exchange differences on translation of foreign operations	4.7.3	–	–	–	(4)	–	–	(4)	–	(4)
Remeasurement loss on defined
benefit pension schemes	3.8	–	–	–	–	–	(31)	(31)	–	(31)
Income tax (charge)/credit on other comprehensive (expense)/income	2.3	–	–	–	(2)	1	6	5	–	5
Total other comprehensive income/(expense)		–	–	–	1	(5)	(25)	(29)	–	(29)
Total comprehensive income/(expense) for the year		–	–	–	1	(5)	383	379	(2)	377
Transactions with owners, recorded
directly in equity
Contributions by and distributions
to owners
Equity dividends		–	–	–	–	–	(198)	(198)	(9)	(207)
Movements due to share-based
compensation	4.8	–	–	–	–	–	18	18	–	18
Movements in the employee benefit
trust		–	–	–	–	–	(1)	(1)	–	(1)
Repurchase of shares	4.7.5	(12)	–	12	–	–	(200)	(200)	–	(200)
Tax on items taken directly to equity	2.3	–	–	–	–	–	2	2	–	2
Total transactions with owners		(12)	–	12	–	–	(379)	(37 9)	(9)	(388)
Changes in non-controlling interests	4.7.6	–	–	22	–	–	–	22	(7)	15
Balance at 31 December 2024	4.7	394	174	245	79	(7)	923	1,808	24	1,83 2

* See note 4.3 for further breakdown of Translation Reserve, including Hedging Reserve and Cost of Hedging Reserve

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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY CONTINUED

					Attributable to equity shareholders of the parent company
				Merger					Non-
		Share	Share	and other	Translation	Fair value	Retained		controlling	Total
		capital	premium	reserves	reserve*	reserve	earnings	Total	interests	equity
	Note	£m	£m	£m	£m	£m	£m	£m	£m	£m
Balance at 1 January 2023	4.7	403	174	211	107	(1)	928	1,822	54	1,876
Total comprehensive income/(expense) for the year
Profit/(loss) for the year		–	–	–	–	–	210	210	(1)	209
Other comprehensive
(expense)/income
Revaluation of financial assets	4.7.4	–	–	–	–	(1)	–	(1)	–	(1)
Net gain on cash flow hedges and costs
of hedging	4.7.3	–	–	–	12	–	–	12	–	12
Exchange differences on translation of foreign operations	4.7.3	–	–	–	(38)	–	–	(38)	(4)	(4 2)
Remeasurement loss on defined
benefit pension schemes	3.8	–	–	–	–	–	(35)	(35)	–	(35)
Income tax (charge)/credit on other comprehensive income/(expense)	2.3	–	–	–	(3)	–	9	6	–	6
Total other comprehensive expense		–	–	–	(29)	(1)	(26)	(56)	(4)	(60)
Total comprehensive
(expense)/income for the year		–	–	–	(29)	(1)	184	154	(5)	149
Transactions with owners, recorded
directly in equity
Contributions by and distributions
to owners
Issue of shares	4.7.1	3	–	–	–	–	(2)	1	–	1
Equity dividends		–	–	–	–	–	(201)	(201)	(1)	(202)
Movements due to share-based
compensation	4.8	–	–	–	–	–	16	16	–	16
Movements in the employee benefit
trust		–	–	–	–	–	(5)	(5)	–	(5)
Tax on items taken directly to equity	2.3	–	–	–	–	–	(2)	(2)	–	(2)
Total transactions with owners		3	–	–	–	–	(194)	(191)	(1)	(192)
Changes in non-controlling interests	4.7.6	–	–	–	–	–	1	1	(6)	(5)
Balance at 31 December 2023	4.7	406	174	211	78	(2)	919	1,786	42	1,828

* See note 4.3 for further breakdown of Translation Reserve, including Hedging Reserve and Cost of Hedging Reserve

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CONSOLIDATED STATEMENT OF CASH FLOWS

			2024		2023
For the year ended 31 December	Note	£m	£m	£m	£m
Cash flows from operating activities
Cash generated from operations before exceptional items	2.1		447		556
Cash flow relating to operating exceptional items:
Operating exceptional items	2.2	(65)		(77)
Increase in exceptional payables		4		9
Cash outflow from exceptional items			(61)		(68)
Cash generated from operations			386		488
Defined benefit pension deficit funding	3.8	(3)		(40)
Interest received		25		20
Interest paid*		(48)		(51)
Net taxation paid		(27)		(32)
			(53)		(103)
Net cash inflow from operating activities			333		385
Cash flows from investing activities
Acquisition of property, plant and equipment		(14)		(31)
Acquisition of intangible assets		(35)		(39)
Acquisition of subsidiary undertakings, net of cash acquired	3.4	(13)		(1)
Acquisition of investments		(11)		(19)
Proceeds from disposal of associates, j oint ventures and subsidiary undertakings	3.5	295		–
Dividends received from investments		1		3
Loans granted to associates and joint ventures		–		(13)
Loans repaid by associates and joint ventures		23		3
Net cash inflow/(outflow) from investing activities			246		(97)
Cash flows from financing activities
Bank and other loans – amounts repaid		(437)		(40 1)
Settlement of derivatives***		(10)		(10)
Bank and other loans – amounts raised		431		351
Payment of lease liabilities**		(20)		(22)
Issue of share capital		–		1
Acquisition of non-controlling interests		(47)		(4)
Dividends paid to non-controlling interests		(9)		(1)
Equity dividends paid	4.7.5	(198)		(201)
Repurchase of shares	4.7.5	(199)		–
Net cash outflow from financing activities			(489)		(287)
Net increase in cash and cash equivalents			90		1
Cash and cash equivalents at 1 January	4.1		340		348
Effects of exchange rate changes and fair value movements			(3)		(9)
Cash and cash equivalents at 31 December	4.1		427		340

* Interest paid includes interest on bank, other loans, derivative financial instruments and lease liabilities

** Net cash flow on lease liabilities in note 4.1 and 4.6 of £25 million (2023: £26 million) includes interest on lease liabilities of £5 million (2023: £4 million), included in interest paid

*** Net cash flow from forwards and swaps held against the euro-denominated bond repaid in the year

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NOTES TO THE FINANCIAL STATEMENTS

SECTION 1: BASIS OF PREPARATION

In this

section

This section sets out the Group’s accounting policies that relate to the financial

statements as a whole. Where an accounting policy is specific to one note, the

policy is described in the note to which it relates. This section also shows new UK-

adopted accounting standards, amendments and interpretations, and whether they

are effective in 2024 or later years. We explain how these changes are expected to

impact the financial position and performance of the Group.

The financial statements consolidate those of ITV plc (‘the Company’) and its subsidiaries (together referred to as

the ‘Group’) and the Group’s interests in associates and jointly controlled entities. The Company is registered in

England and Wales.

These Group financial statements were prepared in accordance with UK-adopted International Accounting Standards

and with the requirements of the Companies Act 2006 as applicable to companies reporting under those standards.

The accounting policies have been applied consistently in the financial years presented, other than where new

policies have been adopted.

The financial statements are principally prepared on the basis of historical cost. Where other bases are applied,

these are identified in the relevant accounting policy.

The parent company financial statements have been prepared in accordance with Financial Reporting Standard 101

‘Reduced Disclosure Framework’ (‘FRS 101’).

The notes form part of the financial statements.

Going concern

As at 31 December 2024, the Group was in a net debt position of £431 million (2023: £553 million), including gross

borrowings of £858 million (2023: £893 million) offset by cash and cash equivalents of £427 million (2023: £340 million).

The Group has four committed facilities in place to maintain its financial flexibility, which includes a £500 million

multilateral Revolving Credit Facility (RCF) which matures in January 2029. The Group also has £100 million of

committed funding via a bilateral RCF, which matures in December 2028.

In October 2024, the Group entered into a new £200 million bilateral loan facility which matures in December 2030.

Utilisations on this facility are also subject to the lender’s ability to source ITV Credit Default Swaps (CDS). The new

facility has a committed accreting profile which means the full £200 million will be available by 1 January 2026.

At 31 December 2024, the Group had £50 million of the facility available.

The Group also has a bilateral financing facility of £300 million, which is free of financial covenants and matures on

30 June 2026.

At 31 December 2024, all of the facilities noted above were undrawn (31 December 2023: undrawn), which with cash

and cash equivalents of £427 million, provided total liquidity of £1,377 million (31 December 2023: £1,240 million). This

provides the Group with sufficient liquidity to meet the requirements of the business in the short to medium term under

a variety of scenarios, including a severe but plausible downside scenario related to the Group’s principal risks.

The two RCFs are subject to leverage and interest cover semi-annual covenant tests that require the Group to maintain

a leverage ratio of below 3.5x and interest cover above 3.0x (measures as defined in the RCF documentation). As at

31 December 2024, the Group had covenant net debt of £314 million (2023: £415 million) and its financial position

was well within its covenants. The leverage and interest cover tests will be tested again on 30 June 2025. For further

information on covenants, see section 4.1.

In June 2024, the Group issued a €500 million bond, at a fixed coupon of 4.25% which matures in April 2032. The bond

has been swapped back to £422 million using cross-currency swaps with 50% having a fixed coupon of 5.8% and 50%

paying 184bps over SONIA. In conjunction with this bond issue, a liability management exercise was undertaken on the

Group’s €600 million 2026 bond in issue, with €240 million of this bond being repaid with the proceeds of the new

€500 million bond. The swaps associated with the redeemed portion were also unwound. A £230 million term loan

was taken out in August 2023, and drawn-down fully in December 2023. This term loan was fully repaid with the

remaining proceeds of the €500 million bond issuance.

The Directors have prepared forecasts for three cash flow scenarios (mid, high and low cases), for the period of three

years from 1 January 2025 (in line with the viability assessment period). The mid case scenario is based on the 2025

Board-approved budget and 2026 to 2027 strategic plan, also approved by the Board. The key assumptions in the

scenarios relate to fluctuations in the advertising market due to audience and/or market decline and the evolving

demand in the content market, specifically relating to content pipeline.

All scenarios have embedded inflationary impacts with increased production costs in the short to medium term as

well as continued structural changes in the advertising market and viewing habits with increased focus on streaming.

The Directors have also considered a number of sensitivities to the mid case scenario to arrive at severe but

plausible downside scenarios that have been used to assess the appropriateness of preparing these consolidated

financial statements using the going concern basis.

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NOTES TO THE FINANCIAL STATEMENTS CONTINUED

SECTION 1: BASIS OF PREPARATION CONTINUED

These sensitivities include settlements in respect of ongoing litigation, lost and/or delayed Studios productions, a

failure to deliver the expected consumption hours or subscriber growth for Streaming and a decline in advertising

revenue in comparison to 2024. The severe but plausible scenarios do not assume the adoption of a range of

mitigations available to the Board.

The Directors propose a final dividend of 3.3 pence per share (2023: 3.3 pence), which equates to a full year dividend

of 5.0 pence per share, subject to approval by shareholders at the AGM on 13 May 2025. The Directors intend to at

least maintain this dividend over the medium term (this was included in all scenarios modelled). The Directors will

continue to balance shareholder returns with a commitment to maintain investment grade credit metrics over the

medium term and to continue to invest in the Group’s strategy.

Consequently, after considering the severe but plausible scenarios, the Directors are confident that the Group will

have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of

approval of these consolidated financial statements and therefore have prepared the consolidated financial

statements on a going concern basis.

Subsidiaries, joint ventures, associates and investments

Subsidiaries are entities that are directly or indirectly controlled by the Group. Control exists where the Group is

exposed, or has rights to variable returns from its involvement with the investee and has the ability to affect those

returns through its power over the investee. In assessing control, potential voting rights that are currently exercisable

or convertible are considered.

A joint venture is a joint arrangement in which the Group holds an interest under a contractual arrangement where

the Group and one or more other parties undertake an economic activity that is subject to joint control. The Group

accounts for its interests in joint ventures using the equity method. Under the equity method, the investment in the

entity is stated as one line item at cost plus the investor’s share of retained post-acquisition profits or losses, less

any dividends received and other changes in net assets.

An associate is an entity, other than a subsidiary or joint venture, over which the Group has significant influence.

Significant influence is the power to participate in, but not control or jointly control, the financial and operating

decisions of an entity. These investments are also accounted for using the equity method.

Investments are entities where the Group concludes it does not have significant influence and are held at fair value

unless the investment is a start-up business, in which case it is valued initially at cost as a proxy for fair value.

Current/non-current distinction

Current assets include assets held primarily for trading purposes, cash and cash equivalents, and assets expected to

be realised in, or intended for sale or use in, the course of the Group’s operating cycle. All other assets are classified

as non-current assets.

Current liabilities include liabilities held primarily for trading purposes, liabilities expected to be settled in the course

of the Group’s operating cycle and those liabilities due within one year from the reporting date. All other liabilities are

classified as non-current liabilities.

Classification of financial instruments

The financial assets and liabilities of the Group are classified into the following financial statement captions in the

Consolidated Statement of Financial Position in accordance with IFRS 9 ‘Financial Instruments’:

• Financial assets/liabilities at fair value through OCI – measured at fair value through other comprehensive income

– separately disclosed as financial assets/liabilities in current and non-current assets and liabilities or equity

investments in non-current assets

• Financial assets/liabilities at fair value through profit or loss – separately disclosed as derivative financial

instruments in current and non-current assets and liabilities and included in other payables (put option liabilities

and contingent consideration) or convertible loan receivable within other receivables

• Financial assets measured at amortised cost – separately disclosed as cash and cash equivalents and trade and

other receivables

• Financial liabilities measured at amortised cost – separately disclosed as borrowings and trade and other payables

Judgement is required when determining the appropriate classification of the Group’s financial instruments,

requiring assessment of contractual provisions that do or may change the timing or amount of contractual cash

flows. Details of the accounting policies for measurement of the above instruments are set out in the relevant note.

Where unconditional rights to set off financial instruments exist, and the Group intends to either settle on a net basis

or realise the asset and settle the liability simultaneously, the Group presents the relevant instruments net in the

Consolidated Statement of Financial Position.

Recognition and derecognition of financial assets and liabilities

The Group recognises a financial asset or liability when it becomes a party to the contract. Financial instruments are

no longer recognised in the Consolidated Statement of Financial Position when the contractual cash flows expire or

when the Group no longer retains control of substantially all the risks and rewards under the instrument.

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Cash and cash equivalents

Cash and cash equivalents comprise cash balances and call deposits with a maturity of less than or equal to three months

from the date of acquisition. The carrying value of cash and cash equivalents is considered to approximate fair value.

Foreign currencies

The primary economic environment in which the Group operates is the UK and therefore the consolidated financial

statements are presented in pounds sterling (‘£’).

Where Group companies based in the UK transact in foreign currencies, these transactions are translated into

pounds sterling at the exchange rate on the transaction date. Foreign currency monetary assets and liabilities

are translated into pounds sterling at the year end exchange rate. Where there is a movement in the exchange rate

between the date of the transaction and the year end, a foreign exchange gain or loss is recognised in the income

statement. Non-monetary assets and liabilities measured at historical cost are translated into pounds sterling at

the exchange rate on the date of the transaction.

The assets and liabilities of Group companies outside of the UK are translated into pounds sterling at the year end

exchange rate. The revenue, expenses and other comprehensive income of these companies are translated into

pounds sterling at the average monthly exchange rate during the year. Where differences arise between these rates,

they are recognised in the translation reserve within other comprehensive income.

The Group’s net investments in companies outside the UK may be hedged where the currency exposure is considered

to be material. Hedge accounting is implemented on certain foreign currency firm commitments, for which the effective

portion of any foreign exchange gains or losses is recognised in other comprehensive income (note 4.3).

Exchange differences arising on the translation of the Group’s interests in joint ventures and associates are

recognised in the translation reserve within other comprehensive income.

On disposal of a foreign subsidiary, an interest in a joint venture or an associate, the related translation reserve

is released to the income statement as part of the gain or loss on disposal.

Where a forward currency contract is used to manage foreign exchange risk and hedge accounting is not applied,

any impact of movements in currency for both the forward currency contracts and the assets and liabilities is taken

to the income statement.

Accounting judgements and estimates

The preparation of financial statements requires management to exercise judgement in applying the Group’s

accounting policies. It also requires the use of estimates and assumptions that affect the reported amounts of

assets, liabilities, income and expenses. Actual results may differ from these estimates. The current macroeconomic

environment has caused considerable estimation and judgement to be applied, particularly in respect of pension

obligations and discount rates used for impairment reviews.

Estimates and underlying assumptions are reviewed on an ongoing basis, with revisions recognised in the period in

which the estimates are revised and in any future periods affected.

The areas involving material judgement or complexity and therefore may have a material impact on the financial

statements in the next 12 months are set out below. Additional detail on the judgements and sources of estimation

uncertainty applied by management are set out in the accounting policies section of the relevant notes:

Area	Key judgements	Key sources of estimation uncertainty
Exceptional items	The classification of income or
(See note 2.2)	expenses as exceptional items
Defined benefit pension		Estimates of the assumptions for valuing
(See note 3.8)		the defined benefit obligation
Provisions related to	The basis for calculating the provision	Estimates of the amount required to settle
Box Clever (see note 3.7)		the potential liability
Employee-related provisions	The individuals who are included in	Estimates of the amounts required to settle
(See note 3.7)	the calculation	or assume the liability
Acquisition-related liabilities	Whether future amounts payable	Estimates of cash flow forecasts to support
(See note 3.1.4 and 3.1.5)	are linked to employment	the calculation of the future liabilities
Transmission commitments	Whether the transponder capacity
(See note 3.1.1)	contracts should be classified as
	leases in accordance with IFRS 16

In addition to the above, there are a number of areas which involve a high degree of estimation and are significant

to the financial statements but are not expected to have a material impact on them in the next 12 months. The key areas

underlying estimation uncertainty include the estimation of net realisable values for programme rights, allocation of

programme rights between linear and ITVX, impairment of goodwill and intangible assets and taxation. More detail on

each of these items is given in the relevant notes.

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NOTES TO THE FINANCIAL STATEMENTS CONTINUED

SECTION 1: BASIS OF PREPARATION CONTINUED

The Directors recognise the climate crisis and the potential impact it may have on both the wider world and the

success of ITV. The threat continues to evolve and businesses globally have a responsibility to take meaningful

action to mitigate and prevent further climate change. The Directors are committed to reducing the impact of ITV

on the environment. Climate-related risks have been identified as an emerging business risk; however, the Directors

do not view them as a source of material estimation uncertainty for the Group. For further detail, see the Risks and

Uncertainties section of the Strategic Report.

New or amended accounting standards

The following new standards and/or amendments were effective 1 January 2024, but have not had a significant

impact on the Group’s results or Consolidated Statement of Financial Position.

Accounting standard	Requirement	Impact on financial statements
Amendments to IAS 1	The amendment clarifies the criteria for classifying	No material changes to the
‘Presentation of	liabilities with covenants as current or non-current. The	Group’s classification of
Financial Statements’	amendment also requires additional disclosures for loan	debt or related disclosures.
	arrangements disclosed as non-current where the loans
	are subject to compliance with covenants within 12
	months after the reporting date.
Amendments to IFRS 16	The amendments outline how a seller-lessee should account	No material changes to
‘Leases’	for a sale and leaseback after the date of the transaction.	the Group’s financial
		position or performance.
Amendments to IAS 7	The amendments enhance the disclosure requirements	No material changes to
‘Statement of Cash Flows’	for supplier financing arrangements and their effects	the Group’s financial
and IFRS 7 ‘Financial	on a company’s liabilities, cash flows and exposures to	position or performance.
Instruments: Disclosures’	liquidity risk.

Accounting standards effective in future periods

The Directors have considered the impact on the Group of new and revised accounting standards, interpretations

or amendments that are not yet effective and do not expect them to have a significant impact on the Group’s results

and Consolidated Statement of Financial Position.

Base Erosion and Profit Shifting (BEPS) Pillar Two

On 20 June 2023, Finance (No.2) Act 2023 was substantively enacted in the UK, introducing a global minimum

effective tax rate of 15% for large groups and for financial years beginning on or after 31 December 2023.

Based on analysis of the current year financial data, most territories in which the Group operates are expected to

qualify for one of the safe harbour exemptions such that top-up taxes should not apply. In territories where this is

not the case there is the potential for Pillar Two taxes to apply, but these are not expected to be material. Of the

£115 million reported tax charge, £2 million is in respect of Pillar Two top-up taxes.

Changes to the current UK system of Creative Industry tax credits

On 29 November 2023, the UK government issued legislation to reform the then current system of Creative Industry

tax credits to merge the four existing schemes (Film, High-End Television (HETV), Children’s Television and

Animation) into a single Audio-Visual Expenditure Credit (AVEC) scheme and has reviewed the qualifying criteria.

The AVEC legislation was substantively enacted on 5 February 2024 and can be claimed on expenditure incurred

from 1 January 2024.

The new scheme is one of expenditure credits as opposed to corporate tax relief, requiring a change to the accounting

treatment to include them within statutory operating profit rather than within the consolidated tax charge.

Under the HETV regime the tax credits are treated as a credit to the tax line which results in the Group in the UK

generally having a much reduced reported effective tax rate. The new AVEC regime treats the credits as taxable EBITA

and has been designed to ensure that entities are in the same economic position post-tax as under the HETV regime.

The new AVEC regime can be utilised from 1 January 2024, however companies can continue to claim under the

existing HETV regime until mid-2025. ITV has chosen to opt into the new expenditure credit regime, on production

expenditure incurred in 2024, at the earliest opportunity where possible. Due to the timing of when expenditure

occurred on productions, we will be claiming under both the HETV and AVEC regime for a period of time.

In 2024, total tax credits of £56 million were claimed, of which £16 million were claimed under the old HETV regime

and £40 million (£53 million gross) were claimed under the AVEC regime. The impact of this has been to increase

statutory EBITA by £53 million and statutory tax charge by £13 million, whilst increasing adjusted EBITA (one of the

Group’s APMs – see page 36) by a further £16 million where HETV tax credits continue to be reclassed from the tax

charge to Adjusted EBITA. Consequently, adjusted EBITA has increased by £13 million compared to the old HETV

regime due to the AVEC claim being grossed up from £40 million to £53 million.

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SECTION 2: RESULTS FOR THE YEAR

In this

section

This section focuses on the results and performance of the Group. On the following

pages, you will find disclosures explaining the Group’s results for the year,

segmental information, exceptional items, taxation and earnings per share.

2.1 Profit

before tax

Keeping

it simple

This section analyses the Group’s profit before tax by reference to the activities

performed by the Group and an analysis of key operating costs.

Total revenue and adjusted earnings before interest, tax and amortisation (adjusted

EBITA) (both as defined in the APMs section of the Annual Report) are the Group’s

key performance and profit indicators. They reflect the way the business is managed

and how the Directors assess the performance of the Group. This section therefore

also shows each division’s contribution to total revenue and adjusted EBITA.

The Group is a vertically integrated producer broadcaster and streamer, consisting of ITV Studios and Media &

Entertainment (M&E).

ITV Studios

ITV Studios is a scaled and global creator, owner and distributor of high-quality TV content. It operates in 13 countries,

across more than 60 labels, and has a global distribution network. It is diversified by genre, geography and customer in

the key creative markets around the world. ITV Studios is the largest producer in the UK, one of the largest unscripted

producers in the US and one of the top three producers in the majority of the international markets in which it operates.

ITV Studios has established relationships with key content buyers and leading creative talent in those markets, and with

a combined content library of over 95,000 hours, it is also one of the pre-eminent global distributors.

ITV Studios UK produces a diverse range of new and established scripted and unscripted titles for global streaming

platforms and FTA broadcasters.

ITV Studios US provides scripted and unscripted content to all the major networks and cable channels in the US,

along with every major streaming platform.

ITV Studios International produces original scripted and unscripted content across our non-UK and non-US

production bases.

Global Partnerships monetises our portfolio of some of the world’s most successful unscripted formats, as well as

supporting the creation of new global formats. It also maximises commercial opportunities from its extensive

catalogue of 95,000 hours, including through Zoo 55, its digital content business, and invests in the funding of

scripted content produced by ITV Studios and selective third parties.

Media & Entertainment

ITV is the largest commercial broadcaster and streamer in the UK, delivering unrivalled audience scale and reach.

Through M&E, we make content available to viewers through ITVX, our free advertiser-funded streaming service, our

free-to-air linear TV channels and our third-party partners, enabling them to watch however and wherever they choose.

ITV offers advertisers a unique combination of mass reach, targeted advertising, and commercial and creative

partnerships, in a brand-safe environment across ITVX and our linear TV channels. ITV also offers advertising around

ITV’s content on YouTube, providing increased scale and reach for advertisers.

Accounting policies

Revenue measurement and recognition

The Group derives revenue from the transfer of goods and services. Revenue recognition is based on the delivery of

performance obligations and an assessment of when control is transferred to the customer. Revenue is recognised

either when the performance obligation in the contract has been performed (‘point in time’ recognition) or ‘over time’

as control of the performance obligation is transferred to the customer.

Customer contracts can have a wide variety of performance obligations, from production contracts to format

licences and distribution activities. For these contracts, each performance obligation is identified and evaluated.

Under IFRS 15 the Group needs to evaluate if a format or licence represents a right to access the content (revenue

recognised over time) or represents a right to use the content (revenue recognised at a point in time). The Group has

determined that most format and licence revenues are satisfied at a point in time due to there being limited ongoing

involvement in the use of the licence following its transfer to the customer.

The transaction price, being the amount to which the Group expects to be entitled and has rights to under the

contract, is allocated to the identified performance obligations. The transaction price will also include an estimate of

any variable consideration where the Group’s performance may result in additional revenues. Variable consideration

is estimated based on the achievement of agreed targets, such as audience targets. Variable consideration is

recognised only to the extent that it is highly probable that a significant reversal of revenue recognised will not occur

when the uncertainty associated with the variable consideration is subsequently resolved.

Revenue is stated exclusive of VAT and equivalent sales taxes.

1 47

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NOTES TO THE FINANCIAL STATEMENTS CONTINUED

SECTION 2: RESULTS FOR THE YEAR CONTINUED

Complexity in advertising revenue measurement and recognition is driven by a combination of automated and manual

processes involved in measuring the value delivered to the customer and therefore the value of variable consideration due.

In assessing the transaction price, any non-cash consideration received from a customer is included. Non-cash

consideration is measured at fair value. It takes into account the value of what the Group is receiving rather than the

value of what the Group is giving up.

Complex one-off contracts in all classes of revenue are assessed individually and judgement is exercised in identifying

performance obligations and allocating price to them. Timing of revenue recognition is another area of judgement

particularly in respect of contracts in the ITV Studios division to assess whether revenue should be recognised at a point

in time or over time.

Revenue recognition criteria for the key classes of revenue are as follows:

Segment	Major classes of revenue and revenue recognition policy		Payment terms
ITV Studios
Programme	•	Revenue generated from the programmes produced for broadcasters	•	Payment term is
production	and streaming platforms in the UK, US and internationally is		over the term of
	recognised at the point of delivery of an episode and acceptance by		the contract
	the customer. Revenue from producer for hire contracts, where in an
	event of cancellation, cost is recovered plus a margin, is recognised
	over time, over the term of the contract
Format licences	•	A licence is granted for the exploitation of a format in a stated	•	Payment term is
	territory, media and period. Licence revenue is recognised when the		over the term of
	licence period has commenced (point in time)		the contract
Programme	•	A licence is granted for the transmission of a programme in a stated	•	Payment term is
distribution	territory, media and period and revenue is recognised at the point		over the term of
rights	when the contract is signed, the content is available for download		the contract
	and the licence period has started (point in time)
Segment	Major classes of revenue and revenue recognition policy		Payment terms
Media & Entertainment
Total advertising	•	Net advertising revenue is generated from selling spot airtime on	•	Received in the
revenue	linear TV and is recognised at the point of transmission		month after
	•	Online advertising revenue from video on demand is generated from	transmission
	selling advertising on ITVX and is recognised at the point of delivery		•	Received in the
	•	Revenue from the sponsorship of programmes across ITV linear	month after
	channels and online is recognised over the period of transmission		campaign is delivered
			•	Received prior to
			transmission
Subscriptions	•	Revenue from subscription services is recognised over the	•	Payment term is
	subscription period		over the term of
			the contract or
			subscription period
SDN	•	Revenue is generated from the carriage fee or capacity of the digital	•	Payment term is
	multiplex and is recognised over the term of the contract		over the term of
			the contract
Partnerships and	•	Revenue from platforms such as Sky and Virgin Media O2, and	•	Payment term is
other revenue	third-party commissions. Revenue related to performance		over the term of
	obligations delivered over time (e.g. provision of HD and SD channels		the contract
	and updated library content) are recognised over the term of the
	contract while revenues related to one-time provision of content
	are recognised on delivery of the content (point in time)
	•	Interactive revenue is earned from entries to competitions and is	•	Payment term is
	recognised as the event occurs (point in time)		within two months
	•	Minorities revenues is the revenue received from Channel 3 licencees	of the competition
	that are not part of the ITV Group. The performance obligations are		being aired
	delivered as programming is delivered to the licensee and revenue is		•	Payment term is
	recognised over the term of the contract (over time)			over the term of
	•	Other categories of revenues within ‘Partnerships and other revenue’		the contract
		are individually immaterial

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ITV plc Annual Report and Accounts 2024

The results for the year aggregate these classes of revenue into the following categories:

	2024	2024	2023	2023
	£m	% of total	£m	% of total
ITV Studios UK *	868		962
ITV Studios US	391		395
ITV Studios International	380		445
Global Partnerships	399		368
Total ITV Studios **	2,038	49%	2,170	51%
Total advertising revenue (TAR)	1,820	44%	1,778	42%
Subscriptions	48		59
SDN	43		48
Partnerships and other revenue	191		205
Media & Entertainment	2,102	51%	2,090	49%
Total revenue ***	4,140		4,260

* ITV sports production transferred from Media & Entertainment to ITV Studios UK with effect from 1 January 2024. Revenue of £55 million relating to

sports production has been recognised in ITV Studios total revenue for the year, of which £53 million is eliminated in intersegment revenue below

** ITV Studios UK, ITV Studios US and Studios International revenues are mainly programme production. Global Partnerships revenue is from programme

distribution rights, format licences and gaming, live events and merchandising

*** Includes internal supply as discussed in the APMs (page 38)

Digital revenues, which is reported within M&E revenue, of £556 million (2023: restated £498 million) include digital

advertising revenue and subscription revenue, digital sponsorship and partnership revenue, ITV Win and other revenues

from digital business ventures. Digital revenue now includes previously excluded revenue streams such as commission

from STV for ITV selling their video-on-demand inventory, as well as social media advertising revenue. 2023 digital

revenue was previously reported at £490 million and has been restated to reflect the change in categorisation.

Segmental information

Operating segments, which have not been aggregated, are determined in a manner that is consistent with how the

business is managed and reported to the Executive Committee and Board. The Executive Committee is regarded as

the chief operating decision-maker and considers the business, primarily from an operating activity perspective.

The Group’s segments are Media & Entertainment and ITV Studios, the results of which are outlined in the following tables:

		Media &
	ITV Studios	Entertainment	Consolidated
	2024	2024	2024
	£m	£m	£m
Total segment revenue	2,038	2,102	4,140
Intersegment revenue *	(646)	(6)	(652 )
Revenue from external customers	1,392	2,096	3,488
Adjusted EBITA **	299	250	549
Unrealised profit in stock adjustment			(7 )
Group adjusted EBITA ***			542

		Media &
	ITV Studios	Entertainment	Consolidated
	2023	2023	2023
	£m	£m	£m
Total segment revenue	2,170	2,090	4,260
Intersegment revenue *	(629)	(7)	(636 )
Revenue from external customers	1,541	2,083	3,624
Adjusted EBITA **	286	205	491
Unrealised profit in stock adjustment			(2 )
Group adjusted EBITA ***			489

* Intersegment revenue originates mainly in the UK

** Adjusted EBITA is EBITA adjusted to exclude exceptional items and includes the benefit of production tax credits under the HETV scheme. Expenditure

credits under the new Audio-Visual Expenditure Credit (‘AVEC’) are now reported within EBITA. Further details on AVEC are provided in the APMs and in

Section 1. Adjusted EBITA is also stated after the elimination of intersegment revenue and costs

*** Group adjusted EBITA removes the profit recorded in the ITV Studios business related to content sold to the Media & Entertainment business but

unutilised and held on the balance sheet at the year end. A reconciliation of Group adjusted EBITA to statutory profit before tax is provided on page 37

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NOTES TO THE FINANCIAL STATEMENTS CONTINUED

SECTION 2: RESULTS FOR THE YEAR CONTINUED

The Group’s principal operations are in the United Kingdom. Revenue from external customers in the United Kingdom

is £2,204 million (2023: £2,272 million) and revenue from external customers in other countries is £1,284 million

(2023: £1,352 million), of which revenue of £662 million (2023: £641 million) was generated in the US. The Operating

and Financial Performance Review provides further detail on ITV’s international revenues.

Intersegment revenue, which is earned on arm’s length terms, is predominantly generated from the supply of ITV Studios

programmes to Media & Entertainment for transmission primarily on the ITV network. This revenue stream is a measure

that informs the Group’s strategic priority of building a strong international content business, as producing and retaining

rights to the shows broadcast on the ITV network benefits the Group further from subsequent international content and

format sales.

In preparing the segmental information, centrally managed costs have been allocated between reportable segments

on a methodology driven principally by revenue, headcount or building occupancy of each segment. This is

consistent with the basis of reporting to the Board of Directors.

There are two media buying agencies (2023: one) acting on behalf of a number of advertisers that represent the Group’s

major customers. These agencies are the only customers that individually represent over 10% of the Group’s revenue

from external customers. Revenue of approximately £481 million (2023: £478 million) and £371 million respectively was

derived from these customers in 2024. This revenue is attributable to the Media & Entertainment segment.

The following table shows the total of non-current assets other than financial instruments, deferred tax assets, and

pension assets broken down by location of the assets:

	2024	2023
	£m	£m
UK	1,352	1,372
US	336	391
Rest of the world	117	137
Total non-current assets	1,805	1,900

Timing of revenue recognition

The following table includes classes of revenue from contracts disaggregated by the timing of recognition:

	2024	2023	2024	2023
	£m	£m	£m	£m
	Products and services			Products and services
		transferred at a point in time		transferred over time
Total advertising revenue, subscriptions, SDN and other M&E	1,797	1,755	299	328
revenue
Programme production, programme distribution rights	970	1,187	342	266
Format licences	76	82	4	6
Total external revenue	2,843	3,024	645	600

Forward bookings

The following table includes revenue from contracts signed before the reporting date that is to be recognised in periods

after the reporting date (i.e. the performance obligations remain unsatisfied or partially unsatisfied at the reporting date):

	2025	2026	2027	Beyond
	£m	£m	£m	£m
Media & Entertainment	83	62	32	14
ITV Studios	192	34	10	–
Total revenue	275	96	42	14
Internal supply	(52)	–	–	–
Total external revenue	223	96	42	14

The Group applies the practical expedients in IFRS 15 and, therefore, does not disclose information about remaining

performance obligations that have original expected durations of less than one year or where the price is not yet

known (e.g. net advertising revenue (NAR)).

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Group adjusted EBITA

The Directors assess the performance of the reportable segments based on a measure of adjusted EBITA. The Directors

use this non-IFRS measurement basis as it excludes the effect of transactions that could distort the understanding

of the Group’s performance for the year and comparability between periods. See the Operating and Financial Performance

Review on pages 16 to 30 for the detailed explanation of the Group’s use of adjusted performance measures.

A reconciliation of Group adjusted EBITA to statutory profit before tax is provided as follows:

		2024	2023
	Note	£m	£m
Group adjusted EBITA		542	489
Production tax credits		(16)	(85)
EBITA before exceptional items *		526	404
Operating exceptional items	2.2	(65)	(77)
Amortisation and impairment		(143)	(89)
Operating profit		318	238
Net financing costs	4.4	–	(45)
Share of losses of joint ventures and associated undertakings		(9)	–
Profit on disposal of associates, joint ventures and subsidiary undertakings		212	–
Statutory profit before tax		521	193

* The new Audio-Visual Expenditure Credit (‘AVEC’) legislation was substantively enacted on 5 February 2024 and can be claimed on expenditure incurred

from 1 January 2024. The new scheme is one of expenditure credits as opposed to corporate tax relief therefore requiring a change to the accounting

treatment. These credits are now reported within EBITA before exceptional items rather than within the consolidated tax charge. The impact of adopting

the new legislation for production expenditure incurred in 2024 has resulted in an increase of £53 million to EBITA before exceptional items and an

increase to Group adjusted EBITA of £13 million. Further details on AVEC are provided in the APMs and Section 1.

Cash generated from operations

A reconciliation of profit before tax to cash generated from operations before exceptional items is as follows:

		2024	2023
	Note	£m	£m
Cash flows from operating activities
Statutory profit before tax		521	193
Add back:
Profit on disposal of associates, joint ventures and subsidiary undertakings		(212)	–
Share of losses of joint ventures and associated undertakings		9	–
Net financing costs	4.4	–	45
Operating exceptional items	2.2	65	77
Depreciation of property, plant and equipment (net of exceptional items)	3.2	47	46
Amortisation and impairment		143	89
Share-based compensation	4.8	18	16
Decrease/(increase) in programme rights and distribution rights		18	(33)
(Increase)/decrease in receivables, contract assets and production inventories		(177)	274
Increase/(decrease) in payables and contract liabilities		15	(151)
Movement in working capital		(144)	90
Cash generated from operations before exceptional items		447	556

Operating costs

The major components of operating costs of £3,170 million (2023: £3,386 million) are content costs of £1,268 million

(2023: £1,293 million), other net costs of production of £1,245 million (2023: £1,496 million), staff costs of £402 million

(2023: £385 million), depreciation, amortisation and impairment of £190 million (2023: £135 million) and operating

exceptional items of £65 million (2023: £77 million).

Staff costs

Staff costs can be analysed as follows:

	2024	2023
	£m	£m
Wages and salaries	548	548
Social security and other costs	86	98
Share-based compensation (see note 4.8)	18	16
Pension costs	29	31
Total staff costs *	681	693
Less: staff costs allocated to productions, exceptional items or capitalised	(279)	(308)
Net staff costs	402	385

* Staff costs includes the costs of the Executive Committee including two Executive Directors but excludes the Non-executive Directors and the Chairman

of the Board

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NOTES TO THE FINANCIAL STATEMENTS CONTINUED

SECTION 2: RESULTS FOR THE YEAR CONTINUED

Full-time equivalent employees (FTEE) include those FTEEs that are allocated to the cost of productions during the

year; however, they exclude short-term contractors and freelancers who are engaged on productions. The weighted

average FTEE over the year is:

	2024	2023
ITV Studios	4,018	4,017
Media & Entertainment	2,595	2,852
	6,613	6,869

The monthly average number of people employed over the year is:

	2024	2023
ITV Studios	4,239	4,248
Media & Entertainment	2,726	2,939
	6,965	7,187

The decrease in headcount is due to the Group’s cost saving programme, predominantly in the Media &

Entertainment division.

Depreciation

Depreciation in the year was £47 million (2023: £46 million), of which £32 million (2023: £28 million) relates to ITV

Studios and £15 million (2023: £18 million) to Media & Entertainment. In 2023, a further £6 million charge in respect

of accelerated depreciation following a change in useful life of the related assets in relation to the move to a new

London site was included in exceptional items. See notes 2.2 and 3.2 for further details.

Audit fees

The Group’s external auditor is PricewaterhouseCoopers LLP. The Group may engage PricewaterhouseCoopers LLP

on assignments additional to its statutory audit duties where its expertise and experience with the Group are important

and are in line with the Group’s policy on auditor independence. Non-audit fees of £0.1 million were paid to

PricewaterhouseCoopers LLP for agreed upon procedures relating to specific transactions such as the bond issue.

In 2023, the non-audit fees of £1.3 million related to a proposed acquisition. Fees for audit-related assurance services

of £0.2 million (2023: £0.2 million), being the review of the interim results for the six months to 30 June 2024 were also

incurred. Fees paid to PricewaterhouseCoopers LLP and its associates during the year are set out below:

	PwC	PwC
	2024	2023
	£m	£m
For the audit of the Group’s annual financial statements	2.1	2.1
For the audit of subsidiaries of the Group	1.5	1.7
Audit-related assurance services	0.2	0.2
Total audit and audit-related assurance services	3.8	4.0
Other assurance services	0.1	1.3
Total non-audit services *	0.1	1.3
Total fees paid to auditors	3.9	5.3

* See details of non-audit services policy in the Audit and Risk Committee Report on page 101

Other than noted above, there were no fees payable in 2024 or 2023 to PricewaterhouseCoopers LLP or its associates

for the audit of financial statements of any associate or pension scheme of the Group, or internal audit activities.

2.2 Exceptional

items

Keeping

it simple

Exceptional items are excluded from management’s assessment of profit because

by their size or nature they could distort the Group’s underlying quality of earnings.

They are typically gains or losses arising from events that are not considered

part of the core operations of the business. These items are excluded to reflect

performance in a consistent manner and are in line with how the business is

managed and measured on a day-to-day basis.

Accounting policies

Exceptional items as described above are highlighted on the face of the Consolidated Income Statement. See the

Operating and Financial Performance Review on pages 16 to 30 for the detailed explanation of the Group’s use of

adjusted performance measures. Gains or losses on disposal of non-core assets are also considered exceptional due

to their nature and impact on the Group’s underlying quality of earnings.

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ITV plc Annual Report and Accounts 2024

Exceptional items

Operating exceptional items are analysed as follows:

		2024	2023
(Charge)/credit	Ref.	£m	£m
Operating exceptional items:
Acquisition-related expenses	A	(8)	(24)
Restructuring and transformation costs	B	(50)	(25)
Property costs	C	1	(10)
Employee-related tax provision	D	1	3
Insured trade receivable provision	E	–	3
Transponder onerous contract	F	(4)	–
Legal settlements	G	–	(13)
Legal and other costs	H	(5)	(11)
Total operating exceptional items		(65)	(77)
Tax on operating exceptional items		13	12
Total operating exceptional items net of tax		(52)	(65)

A. Acquisition-related expenses

Acquisition-related expenses of £8 million (2023: £24 million) are predominantly performance-based, employment-

linked consideration to former owners and professional fees related to acquisitions and potential acquisitions.

B. Restructuring and transformation costs

Restructuring and transformation costs of £50 million (2023: £25 million) relate to one-off significant restructuring

and transformation programmes of the business.

The Group’s new strategic restructuring and efficiency programme commenced in 2024. This programme is across

the Group and is reshaping the cost base, enhancing profitability, and supporting the growth drivers of the business.

Redundancy costs, consultancy fees and other related costs of £36 million have been recognised in the year.

During the year, £14 million was incurred in relation to the Group’s transformation programmes associated with

delivering our strategy including our new programme rights, finance and HR systems.

In 2025, the Group expects a further £35 million of costs associated with delivering its digital transformation and

strategic restructuring and efficiency programmes.

C. Property costs

Following the decision to move to Broadcast Centre in early 2022, property costs and move-related costs were

treated as exceptional. A rebate received in the current year in relation to one of the properties we exited, has been

recognised in exceptional items.

D. Employee-related tax provisions

During the year £1 million was released for an exceptional provision for employee-related taxes that is no longer

required (2023: £3 million released). See note 3.7 for further details of the provisions held.

E. Insured trade receivable provision

In 2023, a settlement of the claim from trade credit insurance was agreed and received from the insurers in relation

to the trade receivables for The Voice of China.

F. Transponder onerous contract

The Group has continued to review the efficiency of its transponder capacity usage with a view to reducing its capacity

requirements. The Group reorganised its channels over fewer transponders with the result that it has recognised

onerous contracts for additional transponder capacity it no longer utilises. In 2024, a third transponder was cleared

and the Group recognised an onerous contract provision of £4 million (2023: £nil) for capacity that is no longer

generating revenue. The provisions were fully utilised in the year.

G. Legal settlements

Legal settlements of £13 million in 2023, related to settlements or proposed settlements on a number of significant

legal cases which were considered to be outside the normal course of business.

H. Legal and other costs

Legal and other costs of £5 million (2023: £11 million) relates primarily to legal costs for matters considered to be outside

the normal course of business, including Box Clever and the UK Competition and Markets Authority (CMA) investigation.

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NOTES TO THE FINANCIAL STATEMENTS CONTINUED

SECTION 2: RESULTS FOR THE YEAR CONTINUED

2.3

Taxation

Keeping

it simple

This section sets out the Group’s tax accounting policies, the current and deferred tax

charges or credits in the year (which together make up the total tax charge or credit in

the Consolidated Income Statement), a reconciliation of profit before tax to the tax

charge for the year and the movements in deferred tax assets and liabilities.

Accounting policies

The tax charge for the year is recognised in the Consolidated Income Statement, the Consolidated Statement of

Comprehensive Income and directly in equity, according to the accounting treatment of the related transactions.

The tax charge comprises both current and deferred tax. The calculation of the Group’s tax charge involves

estimation and judgement in respect of certain items whose tax treatment cannot be fully determined until a

resolution has been reached by the relevant tax authority.

Current tax

Current tax is the expected tax payable or receivable on the taxable income or loss for the year and any adjustment

in respect of previous years.

The Group recognises liabilities for anticipated tax issues based on estimates and judgement of the additional taxes

that are likely to become due. Amounts are accrued based on management’s interpretation of specific tax law and

the likelihood of settlement. Where the final tax outcome of these matters is different from the amounts that were

initially recorded, such differences will impact the current tax and deferred tax provisions in the period in which such

determination is made.

Deferred tax

Deferred tax arises due to certain temporary differences between the carrying amounts of assets and liabilities for

financial reporting purposes and those for taxation purposes.

The following temporary differences are not provided for:

• The initial recognition of goodwill

• The initial recognition of assets or liabilities that affect neither accounting nor taxable profit other than in a

business combination

• Differences relating to investments in subsidiaries to the extent that they will probably not reverse in the

foreseeable future

The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying

amount of assets and liabilities. Deferred tax is calculated using tax rates that are enacted or substantively enacted

at the balance sheet date.

A deferred tax asset is recognised only to the extent that it is probable that sufficient taxable profit will be available

to utilise the temporary difference. Recognition of deferred tax assets, therefore, involves judgement regarding the

timing and level of future taxable income.

Deferred tax assets and liabilities are disclosed net to the extent that they relate to taxes levied by the same

authority and the Group has the right of set-off.

Taxation – Consolidated Income Statement

The total taxation charge in the Consolidated Income Statement is analysed as follows:

	2024	2023
	£m	£m
Current tax:
Current tax (charge)/credit on profit before exceptional items	(94)	24
Current tax credit on exceptional operating items	13	11
Current tax charge on the profit on disposal of associates, joint ventures and subsidiary undertakings	(22)	–
	(103)	35
Adjustments related to prior periods	20	(12)
	(83)	23
Deferred tax:
Origination and reversal of temporary differences	(7)	(7)
Deferred tax credit on exceptional operating items	–	1
Deferred tax charge on the profit on disposal of associates, joint ventures and subsidiary undertakings	(27)	–
Impact of changes to statutory tax rates	–	1
	(34)	(5)
Adjustments related to prior periods	2	(2)
	(32)	(7)
Total taxation (charge)/credit in the Consolidated Income Statement	(115)	16

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ITV plc Annual Report and Accounts 2024

In order to understand how, in the Consolidated Income Statement, a tax charge of £115 million (2023: £16 million credit)

arises on a profit before tax of £521 million (2023: £193 million), the taxation charge that would arise at the standard rate

of UK corporation tax is reconciled to the actual tax (charge)/credit as follows:

	2024	2023
	£m	£m
Profit before tax	521	193
Notional taxation charge at UK corporation tax rate of 25% (2023: 23.5%) on profit
before tax	(130)	(45)
Non-taxable income/non-deductible expenses	(17)	(10)
Prior year adjustments	22	(14)
Other taxes	(11)	(8)
Previously unrecognised deferred tax assets	–	6
Current year losses not recognised	(10)	(17)
Impact of overseas tax rates	6	2
Impact of changes in tax rates	–	1
Movement on tax provisions	–	(1)
Pillar 2 top-up tax	(2)	–
Production tax credits	27	102
Statutory taxation (charge)/credit in the Consolidated Income Statement	(115)	16

Non-deductible expenses are expenses that are not expected to be allowable for tax purposes. Similarly, non-taxable

income is income that is not expected to be taxable.

Adjustments to prior periods primarily arise where an outcome is obtained on certain tax matters, which differs from

expectations held when the related provision was made. Where the outcome is more favourable than the provision

made, the difference is released, lowering the current year tax charge. Where the outcome is less favourable than our

provision, an additional charge to current year tax will occur.

The total current tax charge of £83 million (2023: £23 million credit) includes a £20 million credit (2023: £12 million charge)

relating to prior years, and the deferred tax charge of £32 million (2023: £7 million charge) includes a £2 million credit

(2023: £2 million charge) relating to prior years. This adjustment has arisen following changes in estimates of taxes that

have already become due, or will become due in the future.

Other taxes of £11 million (2023: £8 million) includes state taxes of £10 million in the US and £1 million of

irrecoverable withholding tax in the UK.

No previously unrecognised deferred tax assets were recognised in 2024. In 2023 £6 million relating to historical capital

losses, was recognised, and was utilised in 2024 against the capital profits realised on the sale of BritBox International.

The tax impact of current year losses not recognised is £10 million (2023: £17 million) and relates to £1 million (2023:

£1 million) in France and £9 million (2023: £13 million) in Italy. In 2023, it also included £3 million in other overseas

jurisdictions. No deferred tax on these losses has been recognised as we do not have certainty over future taxable

profits in those jurisdictions nor are there suitable taxable temporary differences against which the losses can unwind.

The impact of overseas tax rates reflects the fact that some of our profits are earned in territories other than the

UK and taxed at rates different from the UK corporation tax rate. In 2024, the total impact is £6 million credit

(2023: £2 million credit) due to profits arising in lower tax jurisdictions.

The enactment of the Finance (No2) Act 2023 (Pillar 2) in June 2023 introduced a global minimum effective tax rate

of 15% for large groups for financial years beginning on or after 31 December 2023. Most territories in which the ITV

Group operates qualify for one of the safe harbour exemptions such that Pillar 2 top-up tax should not apply. In 2024

territories that failed to meet the exemptions will incur Pillar 2 taxes of £2 million. The amendments to IAS 12 ‘Income

Taxes’ Pillar Two income taxes provide an exemption from the requirement to recognise and disclose deferred taxes

arising from enacted or substantively enacted tax law that implements the Pillar Two model rules.

In line with our accounting policy on current tax, provisions are held on the balance sheet within current tax liabilities

in respect of uncertain tax positions where management believes that it is probable that future payments of tax will

be required.

ITV has chosen to opt into the new expenditure credit regime, on production expenditure incurred in 2024, at the

earliest opportunity where possible. Production tax credits were £27 million in 2024 (2023: £102 million).

The impact on adjusted EBITA for the period of moving to Audio-Visual Expenditure Credits (AVEC) from HETV tax

credits is £13 million. The impact on statutory EBITA for the period is £53 million. See Finance Review for further details.

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NOTES TO THE FINANCIAL STATEMENTS CONTINUED

SECTION 2: RESULTS FOR THE YEAR CONTINUED

The effective tax rate is 22.1% (2023: (8.3)%), and is the statutory tax charge on the face of the Consolidated Income

Statement expressed as a percentage of the statutory profit before tax. The tax rate is higher than in 2023 primarily

due to the move to Audio Visual Expenditure Credits which are recorded in cost of sales as opposed to HETV tax

credits which are recorded in the tax line. As explained in the Finance Review, the Group uses an adjusted tax rate to

show how tax impacts total adjusted earnings in a way that is more aligned with the Group’s cash tax position. The

adjusted tax rate is 20.8% (2023: 21.5%).

In 2024, the current year movement recognised in the Consolidated Income Statement on origination and reversal of

temporary differences (excluding exceptional items) is a charge of £7 million, compared with a charge of £7 million in 2023.

Taxation – Other comprehensive income (OCI) and equity

As analysed in the table below a deferred tax credit of £6 million (2023: £2 million charge) has been recognised on actuarial

movements on pensions. Other temporary differences recognised in other comprehensive income include: £1 million

deferred tax credit (2023: £nil) on gilts, £2 million deferred tax charge on derivatives (2023: £1 million charge) and no

deferred tax was recognised on the cost of hedging (2023: £2 million charge). No deferred tax (2023: £3 million charge)

has been recognised in equity in respect of share-based payments.

There has been no current tax (2023: £11 million credit) recognised in other comprehensive income in the current

year on pensions. There has been no current tax on foreign exchange movements net of hedging (2023: £nil).

There has been £2 million current tax credit recognised in equity in the current year in relation to share-based

compensation (2023: £1 million credit).

Taxation – Consolidated Statement of Financial Position

The table below outlines the deferred tax assets/(liabilities) that are recognised in the Consolidated Statement of

Financial Position, together with their movements in the year:

	At	Recognised in	Recognised			At
	1 January	the income	in OCI		Foreign	31 December
	2024	statement	and equity	Other	exchange	2024
	£m	£m	£m	£m	£m	£m
Tangible assets	(5)	–	–	–	–	(5)
Intangible assets	(49)	(6)	–	(6)	(1)	(62)
Pension scheme	(59)	(1)	6	–	–	(54)
Tax losses	32	(23)	–	–	–	9
Share-based compensation	5	1	–	–	–	6
Other temporary differences	23	(3)	(1)	2	–	21
	(53)	(32)	5	(4)	(1)	(85)

	At	Recognised in	Recognised			At
	1 January	the income	in OCI		Foreign	31 December
	2023	statement	and equity	Other	exchange	2023
	£m	£m	£m	£m	£m	£m
Tangible assets	1	(6)	–	–	–	(5)
Intangible assets	(49)	(1)	–	–	1	(49)
Pension scheme	(56)	(1)	(2)	–	–	(59)
Tax losses	27	7	–	–	(2)	32
Share-based compensation	9	(1)	(3)	–	–	5
Other temporary differences	30	(5)	(3)	1	–	23
	(38)	(7)	(8)	1	(1)	(53)

At 31 December 2024, the net deferred tax liability position is £85 million (2023: £53 million liability), consisting

of total deferred tax assets of £85 million (2023: £106 million) and total deferred tax liabilities of £170 million

(2023: £159 million). The Consolidated Statement of Financial Position presents deferred tax after netting off

balances within countries – a deferred tax asset of £7 million and a deferred tax liability of £92 million (2023: deferred

tax asset of £6 million and a deferred tax liability of £59 million).

The deferred tax balances relate to:

• Property, plant and equipment temporary differences arising on assets qualifying for tax depreciation

• Temporary differences on intangible assets, including those arising on business combinations

• Programme rights – temporary differences on intercompany profits on stock

• Pension scheme temporary differences on the IAS 19 pension surplus and SDN and LTVC pension

funding partnerships

• Temporary differences arising from the timing of the use of tax losses

• Share-based compensation temporary differences on share schemes

• Other temporary differences on provisions and financial instruments

The deferred tax balance associated with the pension surplus is partially driven by the employer contributions to the

Group’s defined benefit pension scheme made during the year. The adjustment in other comprehensive income to

the deferred tax balances relates to the actuarial loss recognised in the year.

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A deferred tax asset of £9 million (2023: £32 million) has been recognised for tax losses where a full recovery is expected

based on forecasted taxable profits. A deferred tax asset of £371 million (2023: £371 million) in respect of capital losses of

£1,483 million (2023: £1,483 million) has not been recognised due to uncertainties as to whether capital gains will arise in

the appropriate form and relevant territories against which such losses could be utilised. Due to uncertainty over the timing

and extent of their utilisation, the Group has not recognised deferred tax assets of £6 million (2023: £10 million) in respect

of UK losses of £22 million (2023: £38 million) and £33 million (2023: £25 million) in respect of overseas losses of

£133 million (2023: £106 million) including £2 million in respect of losses that expire between 2025 and 2028. In addition to

this the Group has not recognised £4 million (2023: £5 million) in respect of other overseas short-term timing differences of

£18 million (2023: £21 million).

Subsidiaries of ITV plc have undistributed earnings of £50 million (2023: £42 million) which, if paid out as dividends,

would be subject to tax in the hands of the recipient. An assessable temporary difference exists, but no deferred tax

liability has been recognised as ITV plc is able to control the timing of the distributions from these subsidiaries and is

not expected to distribute these profits in the foreseeable future.

2.4

Earnings

per share

Keeping

it simple

Earnings per share (EPS) is the amount of post-tax profit attributable to each share.

Basic EPS is calculated on the Group profit for the year attributable to equity

shareholders of £408 million (2023: £210 million) divided by 3,935 million

(2023: 4,023 million), being the weighted average number of shares in issue

during the year, which excludes Employee Benefit Trust (EBT) shares held in trust

and shares bought back during the year (see note 4.8).

Diluted EPS reflects any commitments made by the Group to issue shares in the

future and so it includes the impact of share options.

Adjusted EPS is presented in order to show the business performance of the Group

in a consistent manner and reflect how the business is managed and measured on

a day-to-day basis. Adjusted EPS reflects the impact of operating and non-

operating exceptional items on Basic EPS. Other items excluded from Adjusted EPS

are amortisation and impairment of intangible assets acquired through business

combinations; net financing cost adjustments; and the tax adjustments relating to

these items. Each of these adjustments is explained in detail in the section below.

The calculation of Basic EPS and Adjusted EPS, together with the diluted impact on each, is set out below:

Basic earnings per share

	2024	2023
Statutory profit for the year attributable to equity shareholders of ITV plc (£m)	408	210
Weighted average number of ordinary shares in issue – million	3,935	4,023
Basic earnings per ordinary share	10.4p	5.2p

Diluted earnings per share

	2024	2023
Statutory profit for the year attributable to equity shareholders of ITV plc (£m)	408	210
Weighted average number of ordinary shares in issue – million	3,935	4,023
Dilution due to share options – million	42	36
Total weighted average number of ordinary shares in issue – million	3,977	4,059
Diluted earnings per ordinary share	10.3p	5.2p

Adjusted earnings per share

		2024	2023
	Ref.	£m	£m
Statutory profit for the year attributable to equity shareholders of ITV plc		408	210
Exceptional items (net of tax)	A	52	65
Profit for the year before exceptional items		460	275
Amortisation and impairment of acquired intangible assets	B	99	19
Adjustments to net financing (income)/costs	C	(20)	18
Profit on disposal of associates, joint ventures and subsidiary undertakings	D	(163)	–
Adjusted profit for the year attributable to ITV shareholders		376	312
Total weighted average number of ordinary shares in issue – million		3,935	4,023
Adjusted earnings per ordinary share		9.6p	7.8p

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NOTES TO THE FINANCIAL STATEMENTS CONTINUED

SECTION 2: RESULTS FOR THE YEAR CONTINUED

Diluted adjusted earnings per share

	2024	2023
Adjusted profit (£m)	376	312
Weighted average number of ordinary shares in issue – million	3,935	4,023
Dilution due to share options – million	42	36
Total weighted average number of ordinary shares in issue – million	3,977	4,059
Diluted adjusted earnings per ordinary share	9.5p	7.7p

Details of the adjustments to earnings are as follows:

A. Exceptional items (net of tax) £52 million (2023: £65 million)

Exceptional items of £65 million (2023: £77 million), net of related tax credit of £13 million (2023: £12 million).

The exceptional items have been taxed in accordance with the tax treatment of the underlying transaction at the

tax rate of the jurisdiction to which they relate. The £65 million exceptional charge comprises exceptional costs of

£67 million and an exceptional credit of £2 million. £10 million of the net exceptional costs were disallowed for tax

purposes and so there is no associated tax credit. See note 2.2 for the detailed composition of exceptional items.

B. Amortisation and impairment of acquired intangible assets (net of tax) of £99 million (2023: £19 million)

Amortisation and impairment of assets acquired through business combinations and investments of £143 million

(2023: £89 million), excluding amortisation of software licences and development of £36 million (2023: £64 million),

net of related tax credit of £8 million (2023: £6 million).

C. Adjustments to net financing income (net of tax) £20 million (2023: net financing costs (net of tax) of

£18 million)

Net financing costs of £nil (2023: £45 million), is adjusted to reflect the underlying cash cost of interest for the business.

These adjustments of £25 million (2023: £16 million) relates principally to finance costs on acquisitions, imputed

pension interest and other financial gains and losses that do not reflect the relevant interest cash cost to the business

and are not yet realised balances. The tax charge in relation to these adjustments is £5 million (2023: £2 million).

D. Profit on disposal of associates, joint ventures and subsidiary undertakings £163 million (2023: £nil)

Profit on disposal of associates, joint ventures and subsidiary undertaking of £212 million (2023: £nil), net of a related

tax charge of £49 million (2023: £nil).

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SECTION 3: OPERATING ASSETS AND LIABILITIES

In this

section

This section shows the assets used to generate the Group’s trading performance

and the liabilities incurred as a result. On the following pages, there are notes

covering working capital, non-current assets and liabilities, acquisitions and

disposals, provisions and pensions.

Liabilities relating to the Group’s financing activities are addressed in section 4.

Deferred tax assets and liabilities are shown in note 2.3.

3.1

Working

capital

Keeping

it simple

Working capital represents the assets and liabilities the Group generates through

its trading activity. The Group therefore defines working capital as distribution

rights, programme rights, trade and other receivables, trade and other payables,

contract assets and liabilities and production inventories.

Careful management of working capital ensures that the Group can meet its trading

and financing obligations within its ordinary operating cycle.

Working capital is a driver of the profit to cash conversion ratio, a key performance

indicator for the Group. For those subsidiaries acquired during the year, working

capital at the date of acquisition is excluded from the profit to cash calculation so

that only subsequent working capital movements in the period controlled by ITV are

reflected in this metric.

In the following note, you will find further information regarding working capital

management and analysis of the elements of working capital.

3.1.1 Programme rights and commitments

Accounting policies

Rights are recognised when the Group controls the respective rights and the risks and rewards associated with them.

Programme rights not yet utilised are included in the Consolidated Statement of Financial Position at the lower of

cost and net realisable value. In assessing net realisable value for programmes in production, judgement is required

when considering the contracted sales price and estimated costs to complete.

Programme rights

The Group’s policies with respect to programme rights recognise that the pattern of consumption on linear and

streaming (ITVX) varies. Consumption of content varies based on the type of programme right as well as the type of

platform it is transmitted on. Programme rights are expensed through operating costs reflecting the pattern in which

management expects the right to be consumed.

The Group has defined policies on how programme rights are allocated to linear and streaming based on a pattern

of viewing. There are also distinct policies across the platforms when these programme rights are recognised in

the Consolidated Statement of Financial Position; when these costs are released to the Consolidated Income

Statement; and the impairment review of the carrying values of programme rights held.

Type of programme	Streaming policy	Linear policy
Acquired content	Cost charged to the Income Statement	Cost charged to the Income Statement
	on a declining-balance method over the	over a number of linear transmissions
	licence period	(episodic)
Commissioned content	Cost charged to the Income Statement	Cost charged to the Income Statement
	on a declining-balance method over the	on first linear transmission (episodic)
	licence period
Sports rights	Cost charged to the Income Statement	Cost charged to the Income Statement
	on first transmission	on first linear transmission
Current affairs, live	Cost charged to the Income Statement	Cost charged to the Income Statement
events, soaps	on first transmission	on first linear transmission
Library of content	Straight-line amortisation over licence windows
(ITVX only)

Acquired programme rights are purchased for the primary purpose of broadcasting on the ITV family of channels,

including ad-funded streaming service and subscription streaming service platforms. These are recognised within

current assets the earlier of when payments are made or when the rights are ready for exploitation.

Commissions, which primarily comprise programmes purchased, based on editorial specification and over which the

Group has some control, are recognised in current assets as payments are made.

The net realisable value assessment for acquired, commissioned and sports rights is based on estimated airtime

value. The net realisable value is assessed on a portfolio basis unless specific indicators of impairment are identified.

During the pandemic, sports rights were reviewed separately for impairment following the impact of the pandemic

on the planned sporting schedule and the consequential impact on TAR and audience mix for certain sporting

events. There are no current specific indicators of impairment, therefore sports rights have now reverted to being

assessed with all other content on a portfolio basis.

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SECTION 3: OPERATING ASSETS AND LIABILITIES CONTINUED

Programme rights and other inventory at the year end are shown in the table below:

	2024	2023
	£m	£m
Acquired programme rights	273	284
Commissions	72	83
Sports rights	26	46
	371	413

£13 million relates to programme rights and other inventory that will be transmitted in 2026 and beyond (2023: £nil

transmitted in 2025 and beyond).

Included within programme rights and other inventory is £26 million (2023: £46 million) relating to programme rights

that have been paid for but that are not yet in licence. These amounts are considered to be prepayments but are

included within programme rights and other inventory as it is more useful to the reader to show all such rights together.

Programme and transmission commitments

In 2024, the Group negotiated a new contract for transponder capacity for a period up to three years. Payments

increase over time, limited by specific RPI caps. There is judgement in assessing whether the transponder capacity

contract should be classified as a lease in accordance with IFRS 16 ‘Leases’. The Group has concluded that this

contract does not constitute a lease, as the Group does not control the underlying assets due to the nature of the

operation of the assets and the rights retained by the supplier under the contract. The contracted future payments

are therefore commitments and included in the table below.

Programming commitments are transactions entered into in the ordinary course of business with programme suppliers,

sports organisations and film distributors in respect of rights to broadcast on the ITV network including ITVX.

The Group has onerous contract provisions of £6 million in respect of sports rights commitments (31 December 2023:

£18 million for transponder capacity usage and sports rights commitments). See note 3.7 for further details.

Commitments in respect of these transactions, which are not reflected in the Consolidated Statement of Financial

Position, are due for payment as follows:

	Transmission	Programme	Total
2024	£m	£m	£m
Within one year	10	628	638
Later than one year and not more than five years	19	321	340
	29	949	978

	Transmission	Programme	Total
2023	£m	£m	£m
Within one year	20	488	508
Later than one year and not more than five years	–	380	380
	20	868	888

3.1.2 Distribution rights

Accounting policies

Distribution rights are programme rights the Group buys from producers to derive future revenue, principally through

licensing to other broadcasters. These are classified as non-current assets as these rights are used to derive long-

term economic benefit for the Group.

Distribution rights are recognised initially at cost and charged through operating costs in the Consolidated Income

Statement over a period not exceeding five years, reflecting the value and pattern in which the right is consumed.

Advances paid for the acquisition of distribution rights are disclosed as distribution rights as soon as they are contracted.

These advances are not expensed until the programme is available for distribution. Up to that point, they are assessed

annually for impairment through the reassessment of the future sales expected to be earned from that title.

The following table provides movements in distribution rights in the year:

	2024	2023
	£m	£m
At 1 January	14	16
Additions	35	16
Charged to the Income Statement	(14)	(18)
At 31 December	35	14

The increase in the year primarily relates to a higher volume of hours being purchased from external producers as the

business continues to grow.

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3.1.3 Trade and other receivables

Accounting policies

Trade receivables are recognised initially at the value of the invoice sent to the customer and subsequently at the

amounts considered recoverable (amortised cost). Where payments are not due for more than one year, they are

shown in the financial statements at their net present value to reflect the economic cost of delayed payment.

The Group provides goods and services to substantially all of its customers on credit terms.

The credit risk management practices of the Group include internal review and reporting of the ageing of trade and

other receivables by days past due. The Group applies the IFRS 9 simplified approach in measuring expected credit

losses, which use a lifetime expected credit loss allowance for all trade receivables. To measure expected credit

losses, trade receivables and contract assets have been grouped by shared credit risk characteristics and days past

due. As part of the expected credit losses, the Group may make additional provisions for the receivables of particular

customers if the deterioration of financial position was observed.

The carrying value of trade receivables is considered to approximate fair value. Trade and other receivables can be

analysed as follows:

	2024	2023
	£m	£m
Due within one year:
Trade receivables	397	427
Other receivables	207	145
Prepayments	78	58
	682	630
Due after more than one year:
Trade receivables	51	37
Other receivables	30	25
	81	62
Total trade and other receivables	763	692

Following the new AVEC regime, receivables in relation to expenditure credits are now recognised within other

receivables over the production period with the corresponding entry within production inventories in note 3.1.7.

This is primarily the reason for the increase in other receivables due within one year.

£448 million (2023: £464 million) of total trade receivables, stated net of provisions for impairment, are aged as follows:

	2024	2023
	£m	£m
Current	397	408
Up to 30 days overdue	29	29
Between 30 and 90 days overdue	16	21
Over 90 days overdue	6	6
	448	464

Movements in the Group’s provision for impairment of trade receivables and contract assets can be shown as follows:

	2024	2023
	£m	£m
At 1 January	9	24
Charged during the year	3	4
Bad debts written off	–	(8)
Release of provision	(2)	(11)
At 31 December*	10	9

* £1 million (2023: £1 million) of the provision relates to contract assets and is included in the balance disclosed in note 3.1.6

Of the provision total, £7 million relates to balances overdue by more than 90 days (2023: £7 million) and £3 million

relates to current balances (2023: £2 million).

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NOTES TO THE FINANCIAL STATEMENTS CONTINUED

SECTION 3: OPERATING ASSETS AND LIABILITIES CONTINUED

3.1.4 Trade and other payables due within one year

Accounting policies

Trade payables are recognised at the value of the invoice received from a supplier. The carrying value of current and

non-current trade payables are considered to approximate fair value. Trade and other payables due within one year

can be analysed as follows:

	2024	2023*
	£m	£m
Trade payables	166	181
VAT and social security	36	35
Other payables	180	170
Acquisition-related liabilities – employment-linked contingent consideration	1	5
Acquisition-related liabilities – payable to sellers under put options agreed on acquisition	2	39
Accruals	514	520
	899	950

* Royalty creditors have been re-presented in the above table in Trade Payables. The balance was previously included in Accruals

3.1.5 Trade and other payables due after more than one year

Trade and other payables due after more than one year can be analysed as follows:

	2024	2023
	£m	£m
Trade payables	33	25
Other payables	32	33
Acquisition-related liabilities – employment-linked contingent consideration	12	10
Acquisition-related liabilities – payable to sellers under put options agreed on acquisition	19	24
	63	67
Total trade and other payables due after more than one year	96	92

Trade payables due after more than one year relates primarily to royalty creditors in both 2024 and 2023. Other

payables due after more than one year relates primarily to film creditors.

Acquisition-related liabilities or performance-based employment-linked earnouts are the estimated amounts payable to

previous owners. The estimated future payments that are accrued over the period the sellers are required to remain with

the business are treated as exceptional costs (see note 2.2). Those amounts not linked to employment are estimated and

recognised at acquisition at their time discounted value, with the unwind of the discount recorded as part of finance costs.

Acquisition-related liabilities at 31 December 2024 were £34 million (2023: £78 million) which represents the amount

accrued to date at their time discounted value. The total undiscounted estimated future payments of £105 million

(2023: £105 million) are sensitive to forecast profits as they are based on a multiple of earnings. The range of

reasonably possible outcomes for the undiscounted liability is between £85 million and £193 million. The liabilities

due after more than one year are expected to be settled between 2026 and 2032.

All earnouts are sensitive to forecast profits as they are based on a multiple of earnings and judgement is required

where there may be adjustments to forecasted profits for actual outcomes or when earnouts are negotiated, hence

the reason for the range noted above.

3.1.6 Contract assets and liabilities

Many of the programmes the Studios division produces are sold internationally and also used within the ITV network.

Contract assets (accrued income) primarily relate to the Group’s right to consideration for work unbilled at the

reporting date. Contract liabilities (deferred income) primarily relate to the consideration received from customers

in advance of transferring a good or service.

The following table provides movements in contract assets and liabilities in the year:

		2024		2023
	Contract	Contract	Contract	Contract
	assets	liabilities	assets	liabilities
	£m	£m	£m	£m
Balance at 1 January	202	(187)	185	(372)
Decrease due to balance transferred to trade receivables	(166)	–	(152)	–
Increases as a result of the changes in the measure of progress	136	–	169	–
Decreases due to revenue recognised in the year	–	150	–	332
Increase due to cash received	–	(170)	–	(147)
Acquisitions	4	(27)	–	–
Balance at 31 December *	176	(234)	202	(187)

* Contract assets is stated net of provisions for impairment of £1 million (2023: £1 million) which have been included in the reconciliation in note 3.1.3.

Non-current contract assets of £4 million (2023: £13 million) is included in the above reconciliation

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3.1.7 Production inventories

Production inventories includes work in progress and finished programmes in relation to costs capitalised by ITV

Studios in the course of fulfilling production contracts. These costs are capitalised when they relate directly to a

contract or to a specifically identifiable anticipated contract, the costs generate or enhance the resources of the

entity that will be used in satisfying or continuing to satisfy performance obligations in the future, and the costs are

expected to be recovered.

These costs are presented as production inventories assets and represent actual costs incurred on the production.

The asset is charged to the income statement as the performance obligations are satisfied.

Production inventories at the year end is detailed below:

	2024	2023
	£m	£m
Production inventories	342	234

During the year, £230 million was charged to the Consolidated Income Statement for completed productions

delivered (2023: £498 million).

Following the new AVEC regime, receivables in relation to expenditure credits are now recognised within other

receivables in note 3.1.3 over the production period with the corresponding entry within production inventories.

3.1.8 Working capital management

Cash and working capital management has been a critical area of focus during 2024 and 2023. During the year,

the cash outflow from working capital was £144 million (2023: inflow of £90 million) derived as follows:

	2024	2023
	£m	£m
Decrease/(increase) in programme rights and distribution rights	18	(33)
(Increase)/decrease in receivables, contract assets and production inventories	(177)	274
Increase/(decrease) in payables and contract liabilities	15	(151)
Working capital (outflow)/inflow	(144)	90

3.2

Property, plant

and equipment

Keeping

it simple

The following note shows the physical assets used by the Group to operate the

business, generating revenues and profits. These assets include office buildings

and studios, as well as equipment used in broadcast transmission, programme

production and support activities.

The cost of these assets is the amount initially paid for them or for right of use

assets, the discounted future lease payments. A depreciation expense is charged

to the Consolidated Income Statement to reflect annual wear and tear and the

reduced value of the asset over time. Depreciation is calculated by estimating the

number of years the Group expects the asset to be used (useful economic life). If

there has been a technological change or decline in business performance, the

Directors review the value of the assets to the business to ensure they have not

fallen below their depreciated value. If an asset’s value falls below its depreciated

value, an additional impairment charge is made against profit.

This note also explains the accounting policies followed by ITV and the specific

estimates made in arriving at the net book value of these assets.

Accounting policies

Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses. Certain items

of property, plant and equipment that were revalued to fair value prior to 1 January 2004 (the date of transition to IFRS)

are measured on the basis of deemed cost, being the revalued amount less depreciation up to the date of transition.

Right of use assets

A contract contains a lease if the contract conveys the right to control the use of an identified asset for a period

of time in exchange for consideration. These assets are called right of use assets and have been included on the

Group’s balance sheet at a value equal to the discounted future lease payments. For leases recognised on transition

to IFRS 16 ‘Leases’ the value is also adjusted by any prepayments or lease incentives recognised immediately before

the date of initial application.

Impairment of assets

Property, plant and equipment that is subject to depreciation is reviewed for impairment whenever events or

changes in circumstances indicate that the carrying amount may not be recoverable. Indicators of impairment

may include changes in technology and business.

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Depreciation

Depreciation is provided to write off the cost of property, plant and equipment less estimated residual value, on a

straight-line basis over their estimated useful lives. The annual depreciation charge is sensitive to the estimated

useful life of each asset and the expected residual value at the end of its life. The major categories of property, plant

and equipment are depreciated as follows:

Asset class	Depreciation policy
Freehold land	not depreciated
Freehold buildings	up to 60 years
Leasehold improvements	shorter of residual lease term or estimated useful life
Vehicles, equipment and fittings*	3 to 20 years
Right of use assets	over the term of the lease

* Equipment includes studio production and technology assets

Assets under construction are not depreciated until the point at which the asset comes into use by the Group.

Property, plant and equipment can be analysed as follows:

				Vehicles,
			Improvements to leasehold	equipment	Right
	Freehold		land and buildings	and fittings	of use
	land and	Long	Short	Owned	assets	Total
	buildings £m	£m	£m	£m	£m	£m
Cost
At 1 January 2023	12	85	26	214	208	545
Prior year restatement	–	–	–	40	–	40
Restated at 1 January 2023	12	85	26	254	208	585
Additions	–	2	–	28	12	42
Derecognition of right of use asset	–	–	–	–	(14)	(14)
Foreign exchange	–	(1)	–	(2)	(3)	(6)
Disposals and retirements	–	(2)	(8)	(33)	(43)	(86)
Restated at 31 December 2023	12	84	18	247	160	521
Additions	–	–	–	14	12	26
Reclassifications	(1)	(3)	–	4	–	–
Foreign exchange	–	–	–	1	(1)	–
Disposals and retirements	–	–	–	–	(10)	(10)
At 31 December 2024	11	81	18	266	161	537
Depreciation
At 1 January 2023	1	27	20	124	87	259
Prior year restatement	–	–	–	40	–	40
Restated at 1 January 2023	1	27	20	164	87	299
Charge for the year	1	3	1	25	22	52
Derecognition of right of use asset	–	–	–	–	(6)	(6)
Foreign exchange	–	–	–	(2)	(1)	(3)
Disposals and retirements	–	(2)	(8)	(32)	(42)	(84)
Restated at 31 December 2023	2	28	13	155	60	258
Charge for the year	1	3	1	22	20	47
Reclassifications	2	(4)	2	–	–	–
Foreign exchange	–	–	–	1	1	2
Disposals and retirements	–	–	–	–	(7)	(7)
At 31 December 2024	5	27	16	178	74	300
Net book value
At 31 December 2024	6	54	2	88	87	237
At 31 December 2023	10	56	5	92	100	263

Included within property, plant and equipment are assets in the course of construction of £11 million (2023: £19 million).

During the year, the Group carried out an extensive review of the fixed asset register and identified historical disposals

and retirements that had been incorrectly recorded within property, plant and equipment rather than software licences

and development. These assets were fully depreciated and therefore did not result in a change to the Consolidated

Income Statement or the Consolidated Statement of Financial Position. The cost and depreciation at 1 January 2023

have been restated.

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Disposals and retirements for the year include the early exit from lease obligations and assets written off with nil net

book value that are not expected to generate any future economic benefits.

The net book value of right of use assets of £87 million (2023: £100 million) relates primarily to properties.

Capital commitments

The Group has capital commitments of £2 million at 31 December 2024 (2023: £2 million).

3.3

Intangible

assets

Keeping

it simple

The following note identifies the non-physical assets used by the Group to generate

revenue and profits.

These assets include formats and brands, customer contracts and relationships,

contractual arrangements, licences, software development, film libraries and

goodwill. The cost of these assets is the amount that the Group has paid or, where

there has been a business combination, the fair value of the specific intangible

assets that could be sold separately or which arise from legal rights. In the case of

goodwill, its cost is the amount the Group has paid in acquiring a business over and

above the fair value of the individual assets and liabilities acquired. The value of

goodwill is the ‘intangible’ value that comes from, for example, a uniquely strong

market position and the outstanding productivity of its employees.

The value of intangible assets, with the exception of goodwill, reduces over the

number of years the Group expects to use the asset, the useful economic life, via an

annual amortisation charge to the Consolidated Income Statement. Where there

has been a technological change or decline in business performance, the Directors

review the value of assets, including goodwill, to ensure they have not fallen below

their amortised value. Should an asset’s value fall below its amortised value, an

additional impairment charge is made against profit.

This note explains the accounting policies applied and the specific judgements and

estimates made by the Directors in arriving at the net book value of these assets.

Accounting policies

Goodwill

Goodwill represents the future economic benefits that arise from assets that are not capable of being individually

identified and separately recognised. Goodwill is stated at its recoverable amount being cost less any accumulated

impairment losses and is allocated to the business to which it relates.

All business combinations that have occurred since 1 January 2009 were accounted for using the acquisition

method. Under this method, goodwill is measured as the fair value of the consideration transferred (including the

recognition of any part of the business not yet owned (non-controlling interests)), less the fair value of the

identifiable assets acquired and liabilities assumed, all measured at the acquisition date. The identification of

acquired assets and liabilities and the allocation of the purchase price to them is considered a key judgement and is

based on the Group’s understanding and experience of the media business. Any contingent consideration expected

to be transferred in the future is recognised at fair value at the acquisition date and recognised within other payables.

Contingent consideration classified as an asset or liability that is a financial instrument is measured at fair value with

changes in fair value recognised in the Consolidated Income Statement. The determination of fair value is based on

an estimate of discounted cash flows. The key assumptions take into consideration the probability of meeting each

performance target and the discount rate.

Where less than 100% of a subsidiary is acquired, and call and put options are granted over the remaining interest,

a non-controlling interest is initially recognised in equity at fair value, which is established based on the value of

the put option. A call option is recognised as a derivative financial instrument, carried at fair value. The put option

is recognised as a liability within other payables, carried at the present value of the put option exercise price, and a

corresponding charge is included in merger and other reserves. Any subsequent remeasurement of the put option

liability is recognised within finance income or cost.

Subsequent adjustments to the fair value of net assets acquired can only be made within 12 months of

the acquisition date, and only if fair values were determined provisionally at an earlier reporting date.

These adjustments are accounted for from the date of acquisition.

Acquisitions of non-controlling interests are accounted for as transactions with owners and therefore no goodwill

is recognised as a result of such transactions. Transaction costs incurred in connection with those business

combinations, such as legal fees, due diligence fees and other professional fees, are expensed as incurred. The

Directors consider these costs to reflect the cost of acquisition and to form a part of the capital transaction, and

highlight them separately as exceptional items.

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SECTION 3: OPERATING ASSETS AND LIABILITIES CONTINUED

Other intangible assets

Intangible assets other than goodwill are those that are distinct and can be sold separately or which arise from legal rights.

The main intangible assets the Group has valued are formats, brands, licences, contractual arrangements, customer

contracts and relationships and libraries.

Within ITV, there are two types of other intangible assets: those assets directly purchased by the Group for day-to-

day operational purposes (such as software licences and development) and intangible assets identified as part of an

acquisition of a business.

Intangible assets acquired directly by the Group are stated at cost less accumulated amortisation. Those separately

identified intangible assets acquired as part of an acquisition or business combination are shown at fair value at the

date of acquisition less accumulated amortisation.

Each class of intangible assets’ valuation method on initial recognition, amortisation method and estimated useful

life is set out in the table below:

Class of intangible asset	Amortisation method	Estimated useful life	Valuation method
Brands	Straight-line	8 to 14 years	Applying a royalty rate to the expected future revenue
			over the life of the brand
Formats	Straight-line	up to 8 years	Expected future cash flows from those assets existing
Customer	Straight-line or	up to 6 years	at the date of acquisition are estimated. If applicable,
contracts	reducing balance		a contributory charge is deducted for the use of other
	as appropriate		assets needed to exploit the cash flow. The net cash
Customer relationships	Straight-line	5 to 10 years	flow is then discounted back to present value
Contractual	Straight-line	up to 13 years	Expected future cash flows from those contracts
arrangements		depending on the	existing at the date of acquisition are estimated.
		contract terms	If applicable, a contributory charge is deducted
			for the use of other assets needed to exploit the
			cash flow. The net cash flow is then discounted back
			to present value
Licences	Straight-line	11 to 29 years	Start-up basis of expected future cash flows existing
		depending on	at the date of acquisition. If applicable, a contributory
		term of licence	charge is deducted for the use of other assets needed
			to exploit the cash flow. The net cash flow is then
			discounted back to present value. Public service
			broadcasting (PSB) licences are valued as a start-up
			business with only the licence in place
Libraries and other	Sum of digits or	up to 20 years	Initially at cost and subsequently at cost less
	straight-line as		accumulated amortisation
	appropriate
Software licences	Straight-line	1 to 10 years	Initially at cost and subsequently at cost less
and development			accumulated amortisation

Cloud computing arrangements

Cloud computing arrangements are reviewed to determine if they are within the scope of IAS 38 ‘Intangible Assets’,

IFRS 16 ‘Leases’, or a service contract. This is to determine if the Group has control of the software intangible asset.

Control is assumed if the Group has the right to take possession of the software and run it on its own or a third-

party’s computer infrastructure or if the Group has exclusive rights to use the software whereby the supplier cannot

make the software available to other customers.

Configuration of the software involves the setting of various flags or switches within the application software or

defining values to set up the software’s existing code to function in a specified way. Customisation involves

modifying the software code in the application or writing additional code. Customisation generally changes or

creates additional functionalities within the software. In both situations, the Group also needs to assess if there is a

separate intangible asset. If no separate intangible asset is identified, then these costs are expensed when incurred.

If an asset is identified, it is capitalised and amortised over the life of the asset.

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Fair value on acquisition

Determining the fair value of the purchase consideration allocated to intangible assets arising on acquisition requires

judgement. The Directors make estimates regarding the timing and amount of future cash flows derived from

exploiting the assets being acquired. The Directors then estimate an appropriate discount rate to apply to the

forecast cash flows. Such estimates are based on current budgets and forecasts, extrapolated for an appropriate

period taking into account growth rates, operating costs and the expected useful lives of assets. Judgements

are also made regarding whether, and for how long, licences will be renewed; this drives our amortisation policy

for those assets.

The Directors estimate the appropriate discount rate that reflects current market assessments of the time value

of money and the risks specific to the assets or businesses being acquired.

Amortisation

Amortisation is charged to the Consolidated Income Statement over the estimated useful lives of intangible assets

unless such lives are judged to be indefinite. Indefinite life assets, such as goodwill, are not amortised but are tested

for impairment at each year end.

Impairment

Goodwill is not subject to amortisation and is tested annually for impairment and when circumstances indicate that

the carrying value may be impaired.

Other intangible assets are subject to amortisation and are reviewed for impairment whenever events or changes in

circumstances indicate that the amount carried in the Consolidated Statement of Financial Position is less than its

recoverable amount.

Determining whether the carrying amount of intangible assets has any indication of impairment requires judgement.

Any impairment is recognised in the Consolidated Income Statement.

An impairment test is performed by assessing the recoverable amount of each asset, or for goodwill the cash-

generating unit (‘CGU’), or group of CGUs, related to the goodwill. Total assets (which include goodwill) are grouped

at the lowest levels for which there are separately identifiable cash flows. The Directors have identified three CGUs,

Media & Entertainment, ITV Studios and SDN.

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

based on the present value of the future cash flows expected to arise from the asset.

In testing for impairment, estimates are used in deriving cash flows and the discount rates. Such estimates reflect

current market assessments of the risks specific to the asset and the time value of money. The estimation process

is complex due to the inherent risks and uncertainties associated with long-term forecasting. If different estimates

of the projected future cash flows or a different selection of an appropriate discount rate or long-term growth rate

were made, these changes could materially alter the projected value of the cash flows of the asset, and as a

consequence materially different amounts would be reported in the financial statements.

Impairment losses in respect of goodwill cannot be reversed. In respect of assets other than goodwill, an impairment

loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An

impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount

that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

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NOTES TO THE FINANCIAL STATEMENTS CONTINUED

SECTION 3: OPERATING ASSETS AND LIABILITIES CONTINUED

Intangible assets

Intangible assets can be analysed as follows:

			Customer				Software
		Formats	contracts and	Contractual		Libraries	licences and
	Goodwill	and brands	relationships	arrangements	Licences	and other	development	Total
	£m	£m	£m	£m	£m	£m	£m	£m
Cost
At 1 January 2023	4,037	549	462	11	176	106	280	5,621
Prior year restatement	–	–	–	–	–	–	(40)	(40 )
Restated at 1 January 2023	4,037	549	462	11	176	106	240	5,581
Additions	–	–	–	–	–	–	39	39
Disposals	–	–	(1)	–	–	–	(63)	(64 )
Foreign exchange	(18)	(9)	(4)	–	–	(1)	–	(32 )
Restated at 31 December 2023	4,019	540	457	11	176	105	216	5,524
Additions	22	1	3	–	–	21	35	82
Reclassifications	–	–	1	–	–	(1)	–	–
Disposals	–	–	(5)	–	–	–	(18)	(23 )
Foreign exchange	–	(15)	(1)	–	–	–	(1)	(17 )
At 31 December 2024	4,041	526	455	11	176	125	232	5,566
Amortisation and impairment
At 1 January 2023	2,654	520	446	11	131	93	157	4,012
Prior year restatement	–	–	–	–	–	–	(40)	(40 )
Restated at 1 January 2023	2,654	520	446	11	131	93	117	3,972
Charge for the year	–	17	4	–	2	–	64	87
Disposals	–	–	(1)	–	–	–	(63)	(64 )
Foreign exchange	–	(8)	(4)	–	–	(1)	–	(13 )
Restated at 31 December 2023	2,654	529	445	11	133	92	118	3,982
Charge for the year	76	3	5	–	2	1	36	123
Reclassifications	–	–	1	–	–	(1)	–	–
Disposals	–	–	(5)	–	–	–	(18)	(23 )
Foreign exchange	–	(14)	–	–	–	–	–	(14 )
At 31 December 2024	2,730	518	446	11	135	92	136	4,068
Net book value
At 31 December 2024	1,311	8	9	–	41	33	96	1,498
At 31 December 2023	1,365	11	12	–	43	13	98	1,542

During the year, the Group carried out an extensive review of the fixed asset register and identified historical

disposals and retirements that had been incorrectly recorded within property, plant and equipment rather than

software licences and development. These assets were fully depreciated and therefore did not result in a change to

the Consolidated Income Statement or the Consolidated Statement of Financial Position. The cost and amortisation

at 1 January 2023 have been restated.

Disposals and retirements for the year include assets written off with nil net book value that are not expected to

generate any future economic benefits.

Goodwill impairment tests

The carrying amount of goodwill for each CGU is represented as follows:

	2024	2023
	£m	£m
ITV Studios	925	903
Media & Entertainment	386	386
SDN	–	76
	1,311	1,365

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There is a wide range of potential outcomes regarding the possible future performance of each of ITV Group’s cash-

generating units, Media & Entertainment, ITV Studios and SDN. In the impairment review the Directors used the

severe but plausible downside scenarios utilised for the viability statement. When assessing impairment, the

recoverable amount of each CGU is based on value in use calculations. These calculations require the use of

estimates, specifically: pre-tax cash flow projections; long-term growth rates; and a pre-tax market discount rate.

Cash flow projections are based on the Group’s current long-term plan. Beyond the plan, these projections are

extrapolated using an estimated nominal long-term growth rate of 1% (2023: 1.5%). The growth rate used is

consistent with the long-term average growth rates for both the industry and the countries in which the CGUs

are located and is appropriate because these are long-term businesses.

The discount rate has been updated for each CGU to reflect the latest market assumptions for the risk-free rate,

the equity risk premium and the net cost of debt.

ITV Studios

The goodwill for ITV Studios has arisen as a result of the acquisition of production businesses since 1999. Significant

balances were created from the acquisition by Granada of United News and Media’s production businesses in 2000

and the merger of Granada and Carlton in 2004 to form ITV plc. ITV Studios goodwill also includes the goodwill

arising from acquisitions since 2012, with the largest acquisitions being Leftfield in 2014, followed by Talpa in 2015,

Plimsoll in 2022 and Hartswood and Eagle Eye in 2024.

The key assumptions on which the forecast cash flows for the whole CGU were based (as represented by the

approved financial budget for 2025 and forecast to 2027) include revenue (including international revenue and the

ITV Studios share of M&E content budget, growth in commissions and hours produced), margins and the pre-tax

market discount rate. These assumptions have been determined by using a combination of extrapolation of

historical trends within the business, industry estimates and in-house estimates of growth rates in all markets.

No impairment was identified.

A pre-tax discount rate of 11.5% (2023: 10.7%) has been used in discounting the projected cash flows. No reasonably

possible change in assumptions or discount rate would lead to an impairment.

Media & Entertainment

The goodwill in this CGU arose as a result of the acquisition of broadcasting businesses since 1999, the largest of

which was the merger of Carlton and Granada in 2004 to form ITV plc, which was treated as an acquisition of Carlton

for accounting purposes. Media & Entertainment goodwill also includes the goodwill arising on acquisition of UTV

Limited in February 2016.

The main assumptions on which the forecast cash flow projections for this CGU are based (as represented by the

approved financial budget for 2025 and forecast to 2027) include: the size, performance and share of the television

and streaming advertising market; share of commercial impacts; programme and other costs; and the pre-tax

market discount rate.

In forming its assumptions about the television and streaming advertising market, the Group has used a combination

of long-term trends, industry forecasts and in-house estimates, which place greater emphasis on recent experience.

No impairment was identified.

A pre-tax discount rate of 11.4% (2023: 10.4%) has been used in discounting the projected cash flows. No reasonably

possible change in assumptions or discount rate would lead to an impairment.

SDN

Goodwill was recognised when the Group acquired SDN (the licence operator for DTT Multiplex A) in 2005.

It represented the wider strategic benefits of the acquisition specific to the Group, principally the enhanced ability

to promote Freeview as a platform, business relationships with the channels which are on Multiplex A and additional

capacity available from 2010. SDN’s multiplex licence was renewed during 2022 and expires in 2034.

In 2024, the Group fully impaired £76 million of goodwill allocated to the SDN CGU. The impairment charge arose

as a result of a further unforeseen downturn in the long-term outlook for the digital terrestrial television market.

Revenue continues to decline in this business primarily due to the renewal of long-term contracts with third parties at

much lower market rates than previously anticipated and additional competition due to further oversupply in the market

during 2024. The accelerated decline in the DTT market coupled with increasing costs have significantly impacted the

profitability of the business and as such, the Group has taken the decision to fully impair the related goodwill.

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NOTES TO THE FINANCIAL STATEMENTS CONTINUED

SECTION 3: OPERATING ASSETS AND LIABILITIES CONTINUED

3.4

Acquisitions

Keeping

it simple

The following section outlines what the Group has acquired in the year.

Most of the deals are structured so that a large part of the payment due to the sellers

(‘consideration’) is determined based on future performance. This is done so that the

Group can both align incentives for growth, while reducing risk so that total consideration

reflects actual performance, not expected.

The Group considers the income statement impact of all consideration to be capital in

nature and so excludes it from adjusted profit. Therefore, for each acquisition below, the

distinction between the types of consideration has been explained in detail.

Accounting policies

The Group measures the cost of the acquisition at the fair value of the consideration paid; allocates that cost to the

acquired identifiable assets and liabilities based on their fair values; and allocates the rest of the cost to goodwill.

The Group also recognises any excess of acquired assets and liabilities over the consideration paid in the

Consolidated Income Statement immediately.

IFRS accounting standards require that when consideration is based on future performance, some of this consideration

is to be included in the purchase price used in determining goodwill (‘contingent consideration’). Examples of contingent

consideration include top-up payments and recoupable performance adjustments. Any remaining consideration is

recognised as a liability or expense outside of acquisition accounting (put option liabilities and employment-linked

contingent payments known as ‘earnout’ payments).

Where a payment is employment-linked, it is treated as a cash-settled share-based payment. The liability is measured

at fair value taking into account the terms and conditions of the arrangement and the extent to which employees have

rendered service to date. The liability is remeasured at each reporting date with changes in the carrying value recognised

in the Income Statement for the period.

The Group recognises non-controlling interests in an acquired entity either at fair value or at the non-controlling

interest’s proportionate share of the acquired entity’s net identifiable assets. The valuation choice is made on an

acquisition by acquisition basis.

Acquisitions in 2024

The Group made two acquisitions in 2024 for cash consideration totalling £49 million. These new businesses are

reported within the ITV Studios operating segment. The businesses align with the strategy of strengthening the

Group’s existing position as a producer and global distributor of world-class content. Details of the acquisitions

are included below:

Hartswood Films Limited

On 25 July 2024, the Group completed the acquisition of a majority shareholding of the scripted independent

production company Hartswood Films Limited and its subsidiaries in the UK. The company is behind a raft of

landmark scripted series, including Douglas is Cancelled, The Devil’s Hour and the Emmy award-winning Sherlock.

The acquisition is a further milestone in ITV Studios’ strategy of expanding its international content business and

deepening its relationship with streamers.

Key terms

At acquisition, the Group made a total payment of £34 million for the 51% shareholding, which included adjustments for a

share of cash acquired. A further £3 million of contingent consideration in respect of the share purchase was recognised.

Based on the assessment of non-controlling interest, the Group has control over 62.38% of the business acquired

and a non-controlling interest of £16 million was recognised. Put and call options are in place over the remaining

shareholding, with exercise prices based on a multiple of the average EBITA for the years 2024 to 2031.

The maximum total potential consideration, including the initial payment and the additional subscription of shares,

is £110 million (undiscounted). This includes put and call options over the non-controlling interests and earnouts.

These additional earnout payments are dependent on future performance of the business and linked to ongoing

employment, therefore are accounted for as an expense. The Group considers these payments as capital in nature,

and expenses in relation to these payments are excluded from adjusted profits as exceptional items.

Acquisition accounting

Intangible assets of £23 million were identified, being the value placed on brands, customer contracts, and libraries.

£10 million of surplus of consideration over the current fair value of the share of net assets acquired was allocated to

goodwill. The Group recognised the non-controlling interests at the proportionate share of the acquired entity’s net

identifiable assets of £16 million. Performance-based employment-linked earnouts will be accrued over the period

the sellers are required to remain with the business and will be treated as exceptional costs.

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Effect of acquisition

The amounts recognised in respect of the estimated fair value of identifiable assets and liabilities have been

included below:

	2024
	Total
	£m
Consideration transferred:
Initial consideration	34
Contingent consideration	3
Total consideration	37
Fair value of net assets acquired:
Cash	30
Intangible assets	23
Production inventories	12
Trade and other receivables	10
Contract assets	4
Deferred tax liabilities	(6)
Trade and other payables	(13)
Contract liabilities	(17)
Fair value of net assets acquired	43
Non-controlling interest measured at the proportionate share of net assets	16
Goodwill	10
Purchase consideration – cash outflow
Cash consideration	34
Cash acquired	(30)
Net cash outflow – investing activities	4
Other information
Present value of the expected liability on put options	2
Contributions to the Group’s performance:
From date of acquisition
Revenue	10
EBITA before exceptional items	3
Operating profit	3
Proforma – January to December
Revenue	30
EBITA before exceptional items	3
Operating profit	3

Acquisition costs charged to operating exceptional items in the Consolidated Income Statement amounted to £1

million for financial due diligence and legal costs.

Eagle Eye Drama Limited

On 30 October 2024, the Group completed the acquisition of a majority shareholding in Eagle Eye Drama Limited and

its subsidiaries, one of the UK’s fastest-growing drama producers. The company was part of Channel 4’s Indie

Growth Fund since 2019 and produces a wide breadth of scripted content from original dramas to adaptations of

critically acclaimed international series for English-speaking audiences, including hit returning shows such as ITV’s

Professor T and Hotel Portofino, Channel 4’s Before We Die and Suspect, as well as The Couple Next Door, which was

Channel 4’s biggest ever scripted streaming launch.

As part of the deal, the Group also acquired a majority stake in the Belgium-based production services company

Happy Duck Film BV, led by producer and director Dries Vos (Professor T, The Couple Next Door), which services

Eagle Eye’s global slate.

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SECTION 3: OPERATING ASSETS AND LIABILITIES CONTINUED

Key terms

At acquisition, the Group made a total payment of £15 million for 62.5% of shareholding of Eagle Eye and 56.4%

of shareholding of Happy Duck. A further £1 million of deferred consideration in respect of the share purchase

was recognised.

Based on the assessment of non-controlling interest, the Group has control over 62.5% of Eagle Eye and 100% of

Happy Duck and a non-controlling interest of £2 million was recognised. Put and call options are in place over the

remaining shareholdings, with exercise prices based on a multiple of the average EBITA for the years 2025 to 2031.

Acquisition accounting

The Group is still completing its valuation of the intangible and tangible assets acquired with the businesses.

Provisional net assets including cash of £6 million has been recognised in the Group results and Statement of

Financial Position at 31 December 2024 with the surplus of consideration over the current fair value of the share of

net assets acquired allocated to goodwill. The Group expects to complete the valuation of intangible assets and

other acquired assets and liabilities in the first half of 2025. The value of goodwill will be adjusted by a corresponding

amount for the value of intangible assets identified and the difference between the market and book values of the

assets and liabilities.

3.5

Disposal of

associates,

oint ventures

and subsidiary

undertakings

Keeping

it simple

The following section outlines disposals and related profit or loss made by the Group in

the period.

Accounting policies

The Group recognises a profit or loss on a disposal of non-current assets such as investments in associates, joint

ventures and subsidiary undertakings at the date the asset was disposed of or control of the asset is lost. The Group

derecognises assets and liabilities in relation to the assets disposed of as well as any non-controlling interests where

applicable and cumulative translation differences recognised in equity. The resultant profit or loss on disposal

recognised in the Consolidated Income Statement is excluded from Adjusted results.

Disposals made in the current year

During the year, the Group recognised a net profit on disposal of joint ventures and subsidiary undertakings of £212 million

from proceeds of £303 million. The carrying value of net assets disposed and related costs was £91 million.

On 1 March 2024, the Group announced that it had sold its 50% interest in digital subscription streaming service

BritBox International to its joint venture partner BBC Studios for a cash consideration of £255 million. The transaction

was effected by the Group disposing of its 50% interests in BritBox LLC, BB Rights LLC, Denipurna Limited and BritBox

International Limited and its 100% holding of ITV SVOD Australia Pty Ltd.

As part of the transaction, loans from ITV plc to BritBox International Limited of £17 million and to ITV SVOD

Australia Pty Ltd of AUD 3 million (£2 million) were repaid.

At 31 December 2023, the Group recognised an asset held for sale of £66 million, being the carrying value of the

investments. Dividends received and losses for the period offset by an increase in the capital investment and foreign

currency translation differences to the date of disposal reduced the carrying value to £62 million.

Net liabilities and related costs of £1 million were also included in determining the profit on disposal of £194 million,

which was recognised in the Group’s Consolidated Income Statement.

	31 December 2024
	£m
Consideration received for the Group’s interest in BritBox	255
International
Less carrying value of net assets / (liabilities) sold:	61
Joint venture investments	62
Other net liabilities and related costs	(1)
Profit on disposal	194

On 25 July 2024, the Group announced that ITV Studios had sold back its minority shareholding in Blumhouse TV

to Blumhouse Holdings, for a consideration of US$60 million. The carrying value of the investment prior to sale was

£30 million. A profit on disposal of £18 million was subsequently recognised in the Group’s Consolidated Income

Statement. Blumhouse TV and ITV America will continue their unscripted partnership.

17 2

ITV plc Annual Report and Accounts 2024

3.6

Investments

Keeping

it simple

The Group holds non-controlling interests in a number of different entities.

Accounting for these investments, and the Group’s share of any profits and losses,

depends on the level of control or influence the Group is granted via its interest. The

three principal types of non-consolidated investments are joint arrangements (joint

ventures or joint operations), associates, and equity investments.

A joint arrangement is an investment where the Group has joint control, with one or

more third parties. An associate is an entity over which the Group has significant

influence (i.e. power to participate in the investee’s financial and operating

decisions). Any other investment is an equity investment.

Accounting policies

For joint ventures and associates, the Group applies equity accounting. Under this method, it recognises the

investment in the entity at cost and subsequently adjusts this for its share of profits or losses, which are recognised

in the Consolidated Income Statement within non-operating items and included in adjusted profit.

Where the Group has invested in associates by acquiring preference shares or convertible debt instruments, the

share of profit recognised is usually £nil as no equity interest exists.

Equity investments are held at fair value unless the investment is a start-up business, in which case it is valued

initially at cost as a proxy for fair value.

The carrying amount of each category of our investments is represented as follows:

	Joint ventures	Associates	Equity investments	Total
	£m	£m	£m	£m
At 1 January 2023	59	60	11	130
Additions	5	3	10	18
Share of profits/(losses)	8	(8)	–	–
Impairments/fair value
adjustments	–	(5)	–	(5)
Dividends received	(3)	–	–	(3)
Foreign exchange	(3)	(3)	–	(6)
Classified as held for sale	(66)	–	–	(66)
At 31 December 2023	–	47	21	68
Additions	–	4	12	16
Share of losses	–	(3)	–	(3)
Impairments/fair value
adjustments	–	(18)	(2)	(20)
Disposals	–	(30)	–	(30)
At 31 December 2024	–	–	31	31

On 25 July 2024, the Group announced the sale of its minority investment in Blumhouse TV for a consideration of

US$60 million. The investment in Blumhouse TV was recorded as an associate on the Group’s Statement of Financial

Position, with a carrying value of £30 million prior to the sale. See note 3.5 for further information.

In the current year, the carrying amount of an investment in a scripted production business in the US was impaired

following a review of the outlook for the business.

The equity investments relate primarily to the Group’s Media for Equity programme. No individual investment is

considered material to the Group. These investments are held at fair value and a fair value loss was recognised in

Other Comprehensive Income in the year.

Please refer to page 217 for the list of joint ventures, associates and other significant holdings held at 31 December 2024.

3.7

Provisions

Keeping

it simple

A provision is recognised by the Group where an obligation exists relating to events

in the past and it is probable that cash will be paid to settle it.

A provision is made where the Group is not certain how much cash will be required to

settle a liability, so an estimate is required. The main estimates relate to the cost of

holding properties that are no longer in use by the Group, the likelihood of settling

legal claims and contracts the Group has entered into that are now unprofitable.

Accounting policies

A provision is recognised in the Consolidated Statement of Financial Position when the Group has a present legal

or constructive obligation arising from past events, it is probable cash will be paid to settle it and the amount can

be estimated reliably. Provisions are determined by discounting the expected future cash flows by a rate that

reflects current market assessments of the time value of money and the risks specific to the liability.

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The unwinding of the discount is recognised as a financing cost in the Consolidated Income Statement. The value of

the provision is determined based on assumptions and estimates in relation to the amount and timing of actual cash

flows, which are dependent on future events.

Provisions

The movements in provisions during the year are as follows:

			Legal and
	Contract	Property	other
	provisions	provisions	provisions	Total
	£m	£m	£m	£m
At 1 January 2024	18	10	126	154
Additions	4	1	19	24
Utilised	(16)	–	(13)	(29)
Released	–	–	(2)	(2)
Foreign exchange	–	(1)	–	(1)
At 31 December 2024	6	10	130	146
Analysed between:
Current	6	1	127	134
Non-current	–	9	3	12

Provisions of £134 million are classified as current liabilities (2023: £137 million). Unwind of the discount is £nil in

2024 and 2023.

Contract provisions £6 million (2023: £18 million)

Contract provisions of £6 million (2023: £11 million), represent liabilities in respect of onerous contracts in relation

to individual sports rights. The transmission capacity supply contracts provision (2023: £7 million) has been fully

utilised in the year.

Property provisions £10 million (2023: £10 million)

These provisions primarily relate to expected dilapidation costs at the Group’s rental properties.

Legal and other provisions £130 million (2023: £126 million)

Represents provisions for potential liabilities (arising from legal disputes and claims) and their related legal costs.

These include £52 million (2023: £52 million) for the potential liability that may arise as a result of a settlement

agreed in relation to the Box Clever Pension Scheme, employee-related tax and other provisions of £64 million

(2023: £61 million) and other legal and related costs.

Box Clever Pension Scheme

The Pensions Regulator (tPR) took regulatory action in relation to Financial Support Directions issued to ITV and

certain Group companies on 17 March 2020 in respect of the Box Clever Pension Scheme (Scheme). This was the

pension scheme in relation to a TV rental business joint venture set up by Granada UK Rental and Retail Limited and

Carmelite Investments Limited (parent company of Thorn Limited (Thorn)) in 1999. An agreement to settle the

regulatory action was reached on 2 December 2024 between those ITV companies, tPR, the Pension Protection Fund

and the Scheme trustee, Box Clever Pension Trustees Limited.

Under the settlement, in summary, all current Scheme members (both ex-Granada and ex-Thorn) will be transferred

to the ITV Pension Scheme and receive their full Scheme benefits. Back-payments of underpaid pension with interest

will also be paid. There is also provision for estates of members who have died in the PPF assessment period. ITV has

certain termination rights if, after a data cleanse in relation to the benefits of Scheme members, the value of the

liabilities which are expected to transfer to the ITV Scheme has materially increased since the settlement. If ITV does

not proceed with the transfer, tPR will be free to recommence regulatory proceedings. ITV will also reimburse the PPF

for certain amounts it has lent to the Scheme trustee during the assessment period.

The transfer of liabilities into the ITV Pension Scheme is subject to the approval of the ITV Pension Scheme Trustee.

Non-binding Heads of Terms have also been agreed between ITV and the ITV Pension Scheme Trustee. These propose

that after transfer of the Scheme members, £25 million of additional funding will be paid to the ITV Pension Scheme (to

form part of the general assets of the ITV Pension Scheme) and a surety bond will be provided to cover the value of the

transferred liabilities (until the earlier of 31 March 2027 or the completion of the next actuarial valuation).

The provision held at 31 December 2024 remains at £52 million (31 December 2023: £52 million). It is based on an IAS 19

valuation of the cost to ITV of the settlement. As noted above, a data cleanse in relation to the benefits of the Scheme

members is required to be undertaken before the value of the liabilities to be transferred into the ITV Pension Scheme

can be calculated and as such, no adjustment has been made to the provision as at 31 December 2024.

Employee-related

The determination of the employment tax status of some individuals contracted by the Group is complex. HMRC

has issued assessments to the Group for several individuals engaged by the Group during the tax years 2016/17 to

2018/19 as employed for tax purposes.

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During 2024, we continued to review the provision, which resulted in an increase in the provision of £5 million (2023:

£2 million). This related to current year risk on continuing drama/Soap Actors and interest on the existing provision

which would be payable to HMRC. £1 million of the provision was released through exceptional items as it was no

longer required (2023: £3 million release) as this relates to periods up to 31 December 2023 and therefore does not

relate to the current year.

Due to ongoing reviews by HMRC and court cases in this matter, the final amount payable could be significantly

different to the £61 million currently provided (2023: £58 million). It is difficult to provide a range for the expected

final amounts payable as case law is continually evolving on this matter, particularly in relation to Front of Camera

presenters. Very few cases have reached the higher courts and fact patterns can be very different in individual cases,

so determination of employment status for tax purposes remains very subjective.

A further £3 million (2023: £3 million) is provided in relation to other employment-related matters.

Other

Other provisions relate to settlements or proposed settlements on a number of legal cases as well as historical

environmental provisions in relation to our production sites, closure costs and provision for legal fees for other

ongoing litigation.

3.8

Pensions

Keeping

it simple

In this note, we explain the accounting policies governing the Group’s pension

schemes, followed by analysis of the components of the net defined benefit

pension surplus or deficit, including assumptions made, and where the related

movements have been recognised in the financial statements. In addition, we have

placed text boxes to explain some of the technical terms used in the disclosure.

What are the Group’s pension schemes?

There are two types of pension schemes. A ‘Defined Contribution’ scheme that is

open to ITV employees, and a number of ‘Defined Benefit’ schemes that have been

closed to new members since 2006 and closed to future accrual in 2017. In 2016, on

acquisition of UTV Limited, the Group took over the UTV Defined Benefit Scheme,

which closed to future accrual at the end of March 2019.

What is a Defined Contribution scheme?

The Defined Contribution scheme is where the Group makes fixed payments into a

separate fund on behalf of those employees participating in saving for their retirement.

ITV has no further obligation to the participating employee and the risks and rewards

associated with this type of scheme are assumed by the members rather than the

Group. Although the Trustee of the scheme makes available a range of investment

options, it is the members’ responsibility to make investment decisions relating to their

retirement benefits.

What is a Defined Benefit scheme?

In a Defined Benefit scheme, members receive payments during retirement, the value

of which is dependent on factors such as salary and length of service. The Group

makes contributions to the scheme, a separate Trustee-administered fund that is not

consolidated in these financial statements, but is reflected on the defined benefit

pension surplus or deficit line in the Consolidated Statement of Financial Position.

The Trustee, appointed according to the terms of the Schemes’ documentation, is

required to act in the best interest of the beneficiaries and is responsible for managing

and investing the assets of the Scheme and its funding position. Schemes can be

funded, where regular cash contributions are made by the employer into a fund which is

invested. In the event of poor investment returns or increases in liabilities, the Group

may need to address this through increased levels of contribution. Alternatively,

schemes can be unfunded, where no regular money or assets are required to be put

aside to cover future payments but, in some cases, security is required.

The accounting defined benefit pension surplus or deficit (IAS 19) is different from the

actuarial valuation surplus or deficit as they are calculated on the basis of different

assumptions, such as discount rate. The accounting defined benefit pension surplus

or deficit (IAS 19) figure is calculated as at the balance sheet date, while the actuarial

surplus or deficit (which drives cash funding requirements) is calculated as part of the

triennial valuations. The triennial valuations at 31 December 2022 for the ITV Pension

Scheme and at 30 June 2023 for the UTV Pension Scheme were agreed during the year.

Accounting policies

Defined contribution scheme

Obligations under the Group’s defined contribution schemes are recognised as an operating cost in the Consolidated

Income Statement as incurred. For 2024, total contributions expensed were £23 million (2023: £25 million).

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SECTION 3: OPERATING ASSETS AND LIABILITIES CONTINUED

Defined benefit scheme

The Group’s obligation in respect of the Defined Benefit Scheme is calculated by estimating the amount of future

retirement benefit that eligible employees (‘beneficiaries’) have earned during their services. That benefit payable

in the future is discounted to today’s value and then the fair value of scheme assets is deducted to measure the

defined benefit pension position.

Unless otherwise stated, references to Defined Benefit Schemes (‘the Schemes’) within this note refer to the ITV

Pension Scheme, the Unfunded Scheme, the Granada supplementary scheme and the UTV Pension Scheme

combined. Details on each scheme are provided below.

The liabilities of the Schemes are measured by discounting the best estimate of future cash flows to be paid using

the ‘projected unit’ method. These calculations are complex and are performed by a qualified actuary. There are

many judgements and estimates necessary to calculate the Group’s estimated liabilities, the main assumptions are

set out later in this note. Movements in assumptions during the year are called ‘actuarial gains and losses’ and these

are recognised in the period in which they arise through the Consolidated Statement of Comprehensive Income.

The accounting defined benefit pension surplus or deficit (IAS 19) is different from the actuarial valuation surplus or

deficit as they are calculated on the basis of different assumptions, such as discount rate. The accounting defined

benefit pension surplus or deficit (IAS 19) figure is calculated as at the balance sheet date, and the actuarial

valuation surplus or deficit (or funding surplus or deficit) is calculated per the last triennial valuation.

The triennial valuation of the ITV Pension Scheme (the Scheme) as at 31 December 2022 was completed in the

period. At the valuation date, the Scheme had a surplus of £83 million. This is compared to a deficit of £252 million

at the previous valuation date of 31 December 2019.

As the Scheme is in surplus, there are no deficit contributions payable. The Group will continue contributing the annual

payment under the London Television Centre Pension Funding Partnership. For 2024, contributions under this partnership

were £3 million. The Group’s pension deficit contributions for the year to 31 December 2023 were £40 million.

The IAS 19 surplus or deficit does not drive the deficit funding contribution.

An unfunded scheme in relation to former beneficiaries who accrued benefits in excess of the maximum allowed for

tax purposes is accounted for under IAS 19 and the Group is responsible for meeting the pension obligations as they

fall due. For the four former Granada executives within the unfunded scheme, there is additional security in the form

of a charge over £45 million (2023: £48 million) of securitised gilts held by the Group, which are classified as other

pension assets to reflect the Group’s net pension surplus or deficit.

Due to the size of the UTV Pension Scheme, the Directors present the results and position of the UTV Pension

Scheme within this note combined with the existing ITV Schemes. In January 2024, the triennial valuation of the

UTV Scheme as at 30 June 2023 was completed. At the valuation date the Scheme had a surplus of £3 million.

The principal employer of the ITV Pension Scheme and the Unfunded Scheme is ITV Services Limited, the Granada

supplementary scheme is Granada Group Limited and the UTV Pension Scheme is UTV Limited.

The defined benefit pension surplus (under IAS 19)

Net pension surplus of £182 million at 31 December 2024 (2023: £209 million) is stated after including the unfunded

scheme security asset of £45 million (2023: £48 million). The totals recognised in 2024 and 2023 are:

	2024	2023
	£m	£m
Total defined benefit scheme obligations	(1,998)	(2,194)
Total defined benefit scheme assets	2,135	2,355
Defined benefit pension surplus (IAS 19)	137	161
Presented as:
Defined benefit pension surplus*	162	187
Defined benefit pension deficit	(25)	(26)
Defined benefit pension surplus / (deficit) (IAS 19)	137	161
Other pension asset	45	48
Net pension surplus	182	209

* Included with the defined benefit pension surplus is the UTV Scheme. The defined benefit scheme assets in the UTV Scheme were valued at £86 million

as at 31 December 2024 (2023: £94 million) and the defined benefit scheme obligations were £78 million (2023: £85 million)

The following notes provide further detail on the value of the Schemes’ assets and liabilities, how these are

accounted for and their impact on the financial statements.

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Defined benefit scheme obligations

Keeping

it simple

What causes movements in the defined benefit pension obligations?

The areas that impact the defined benefit obligation (the pension scheme

liabilities) position at the year end are as follows:

• Past service cost – is a change in present value of the benefits built up by the

beneficiaries in the prior periods; can be positive or negative resulting from changes

to the existing plan as a result of an agreement between ITV and employees or

legislative change (including legal rulings) or as a result of significant reduction by

ITV in the number of employees covered by the plan (curtailment)

• Interest cost – the pension obligations payable in the future are discounted

to the present value at year end. A discount factor is used to determine the

current value today of the future cost. The interest cost is the unwinding of one

year’s movement in the present value of the obligation. It is broadly determined

by multiplying the discount rate at the beginning of the year by the updated

present value of the obligation during the year. The discount rate is a key

assumption explained later in this note. This interest cost is recognised through

net financing costs in the Consolidated Income Statement (see note 4.4)

• Actuarial gains or losses – there are broadly two causes of actuarial movements:

‘experience’ adjustments, which arise when comparing assumptions made when

estimating the liabilities and what has actually occurred, and adjustments resulting

from changes in actuarial assumptions, e.g. movements in corporate bond yields or

change in mortality. Key assumptions are explained in detail later in this note.

Actuarial gains or losses are recognised through other comprehensive income

• Benefits paid – any cash benefits paid out by the Scheme will reduce the obligation

The movement in the present value of the Group’s defined benefit obligation is analysed below:

	2024	2023
	£m	£m
Defined benefit obligation at 1 January	2,194	2,292
Interest cost	100	112
Actuarial gain	(149)	(63)
Benefits paid	(147)	(147)
Defined benefit obligation at 31 December	1,998	2,194

Of the above total defined benefit obligation at 31 December 2024, £37 million relates to the unfunded schemes

(2023: £39 million).

Assumptions used to estimate the Scheme obligations

Keeping

it simple

What are the main assumptions used to estimate the Scheme obligations?

The main assumptions are:

• An estimate of increases in pension payments and the effect of inflation

• The life expectancy of beneficiaries

• The discount rate used to estimate the present day fair value of these obligations

How do we determine the appropriate assumptions?

The Group takes independent actuarial advice relating to the appropriateness of

the assumptions used.

IFRS requires that we estimate a discount rate by reference to high-quality

fixed income investments in the UK that match the estimated term of the

pension obligations.

The inflation assumption has been set by looking at the difference between the yields on

fixed and index-linked government bonds. The inflation assumption is used as a basis for

the remaining financial assumptions, except where caps have been implemented.

The discount rate has therefore been obtained using the yields available on AA rated

corporate bonds, which match projected cash flows. The Group’s estimate of the

weighted average term of the liabilities is 11 years (2023: 11 years).

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The principal assumptions used in the Schemes’ valuations at the year end were:

	2024	2023
Discount rate	5.45%	4.75%
Inflation assumption (RPI)	3.15%	3.05%
	Deferred/	Deferred/
	Pensioner	Pensioner
Rate of increase in pension payment (LPI* 5% pension increases)	2.75%/3.05%	2.80%/3.00%
Rate of increase to deferred pensions (CPI)	2.70%	2.50%

* Limited Price Index

From February 2030 onwards, increases in the RPI will be aligned with those under the Consumer Price Index

including owner occupier housing costs (CPIH). The gap between CPIH and Consumer Price Index (CPI), to which

some benefits are linked, is assumed to be zero. For Defined Benefit schemes, it means that members with RPI-

linked pension increases will see future retirement benefits increase more slowly from 2030 than they otherwise

would. The Group’s approach to setting RPI and CPI inflation assumptions is as follows:

• The Group continued to set RPI inflation in line with the market break-even expectations for inflation less an

inflation risk premium of 0.3%

• The assumptions linked to RPI and CPI as at 31 December 2024 have been determined by weighting the cash

flows to which the link applies

The table below reflects published mortality investigation data in conjunction with the results of investigations into

the mortality experience of Scheme beneficiaries. The assumed life expectations on retirement for Section A are:

	2024	2024	2023	2023
Retiring today at age	60	65	60	65
Males	25.6	21.1	25.7	21.1
Females	27.4	22.6	27.3	22.6
Retiring in 20 years at age			60	65
Males	27.1	22.3	27.1	22.3
Females	28.9	24.1	28.9	24.0

The net pension surplus is sensitive to changes in assumptions. These are disclosed further in this note.

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Total defined benefit scheme assets

Keeping

it simple

The Scheme holds assets across a number of different classes, which are managed

by the Trustee, who consults with the Group on changes to its investment policy.

What are the Pension Scheme assets?

At 31 December 2024, the Schemes’ assets were invested in a diversified portfolio

that consisted primarily of debt securities, infrastructure, property and insurance

policies matching the pensions due to certain beneficiaries. The tables below set

out the major categories of assets.

Financial instruments are in place in order to provide protection against changes

in market factors (interest rates and inflation), which could act to increase the net

pension surplus/deficit.

One such instrument is the longevity swap, which the Scheme transacted in 2011 to

obtain protection against the effect of increases in the life expectancy of the majority

of pensioner beneficiaries at that date. Under the swap, the Trustee agreed to make

pre-determined payments in return for payments to meet the specified pension

obligations as they fall due, irrespective of how long the beneficiaries and their

dependants live. The difference in the present values of these two streams of

payments is reflected in the Scheme assets. The swap had a nil valuation at inception

and, using market-based assumptions, is subsequently adjusted for changes in the

market life expectancy and market discount rates, in line with its fair value.

How do we measure the pension Scheme assets?

Defined benefit scheme assets are measured at their fair value and can change due

to the following:

• Interest income on scheme assets – this is determined by multiplying the fair

value of the Scheme assets by the discount rate, both taken as of the beginning

of the year. This is recognised through net financing costs in the Consolidated

Income Statement

• Return on assets arise from differences between the actual return and interest

income on Scheme assets and are recognised in the Consolidated Statement of

Other Comprehensive Income

• Employer’s contributions are paid into the Scheme to be managed and invested

• Benefits and administrative expenses paid out by the Schemes will lower the fair

value of the Schemes’ assets

The movement in the fair value of the defined benefit schemes’ assets is analysed below:

	2024	2023
	£m	£m
Fair value of Scheme assets at 1 January	2,355	2,437
Interest income on Scheme assets	108	120
Loss on assets, excluding interest income	(180)	(98)
Employer contributions	6	50
Benefits paid	(147)	(147)
Administrative expenses paid	(7)	(7)
Fair value of Scheme assets at 31 December	2,135	2,355

How are the Schemes’ assets invested?

At 31 December 2024, the Schemes’ assets were invested in a diversified portfolio that consisted primarily of debt

securities, infrastructure, property and insurance policies matching pensions due to certain beneficiaries.

The Trustee is responsible for deciding the investment strategy for the Schemes’ assets, although changes in

investment policies require consultation with the Group. The assets are invested in different classes to hedge

against unfavourable movements in the funding obligation. When selecting the mix of assets to hold, and

considering their related risks and returns, the Trustee will weigh up the variability of returns against the target long-

term rate of return on the overall portfolio.

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NOTES TO THE FINANCIAL STATEMENTS CONTINUED

SECTION 3: OPERATING ASSETS AND LIABILITIES CONTINUED

The fair value of the Schemes’ assets is shown in the following table by major category:

	Market value	Quoted	Market value	Market value	Quoted	Market value
	2024	2024	2024	2023	2023	2023
	£m	£m	%	£m	£m	%
Liability hedging assets
Fixed interest gilts	464	463		449	449
Index-linked interest gilts	499	494		516	516
Interest rate and inflation hedging derivatives
(swaps, repos and reverse repos)	(290)	(312)		(112)	(142)
	673	645	32%	853	823	36%
Other bonds	1,284	60	60%	1,456	62	62%
Return-seeking investments
Infrastructure	174			175
Property	146			149
	320		15%	324		14%
Other investments
Cash and cash equivalents	136			41
Insurance policies*	41			41
Longevity swap fair value	(319)			(360)
	(142)		(7%)	(278)		(12%)
Total Scheme assets	2,135	705	100%	2,355	885	100%

* Insurance policies includes a surrender value of £30 million (2023: £27 million) invested in Cash Accumulated with Profits Fund

Included in the above are overseas assets of £118 million (2023: £46 million). None of these assets are quoted.

The Trustee entered into a longevity swap in 2011, which hedges the risk of increasing life expectancy over the next

70 years for 11,700 current pensioners at inception covering £1.7 billion of the pension obligation. The fair value of the

longevity swap is negative due to declining mortality assumptions and equals the discounted value of the projected

net cash flows resulting from the contract. The fair value loss has reduced in 2024 primarily due to the increase in gilt

yields over the period.

Defined pension deficit sensitivities

Keeping

it simple

Which assumptions have the biggest impact on the Scheme?

It is important to note that comparatively small changes in the assumptions used

may have a significant effect on the Consolidated Income Statement and

Consolidated Statement of Financial Position. This ‘sensitivity’ to change is

analysed below to demonstrate how small changes in assumptions can have a large

impact on the estimation of the defined benefit pension obligation. The Trustee

manages the investment, mortality and inflation risks to ensure the pension

obligations are met as they fall due.

The investment strategy is aimed at the Trustee’s actuarial valuation liabilities

rather than IAS 19 defined pension liabilities. As such, the effectiveness of the risk

hedging strategies on a valuation basis will not be the same as on an accounting

basis. Those hedging strategies have significant impact on the movement in the

net pension deficit as assumptions change, offsetting the impacts on the obligation

disclosed below.

In practice, changes in one assumption may be accompanied by offsetting changes

in another assumption (although this is not always the case). Changes in the

assumptions may occur at the same time as changes in the market value of Scheme

assets, which may or may not offset the changes in assumptions. Changes in

assumptions have a different level of impact as the value of the net pension

surplus/(deficit) fluctuates, because the relationship between them is not linear.

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The analysis below considers the impact of a single change in principal assumptions on the defined benefit obligation

while keeping the other assumptions unchanged and does not take into account any risk hedging strategies:

Assumption	Change in assumption	Impact on defined benefit obligation
Discount rate	Increase by 0.1%	Decrease by £20 million
	Decrease by 0.1%	Increase by £20 million
	Increase by 0.5%	Decrease by £100 million
	Decrease by 0.5%	Increase by £110 million
Rate of inflation	Increase by 0.1%	Increase by £10 million
(Retail Price Index)	Decrease by 0.1%	Decrease by £5 million
Rate of inflation	Increase by 0.1%	Increase by £5 million
(Consumer Price Index)	Decrease by 0.1%	Decrease by £5 million
Life expectancies	Increase by one year	Increase by £60 million

The sensitivity analysis has been determined by extrapolating the impact on the defined benefit obligation at the

year end with changes in key assumptions that might reasonably occur.

While the Schemes’ risk hedging strategy is aimed at a valuation basis, the Directors estimate that on an accounting

basis any change in asset values would significantly offset the above impact on the defined benefit obligation.

In particular, while an increase in assumption of life expectancies by one year would increase the defined benefit

obligation by £60 million, the assets would benefit from an estimated increase of the value of the longevity swap

by £55 million, resulting in a net decrease in the defined pension surplus of £5 million.

Further, the ITV Pension Scheme invests in UK government bonds and interest rate and inflation swap contracts

and therefore movements in the defined benefit obligation are typically offset, to an extent, by asset movements.

Keeping

it simple

What was the impact of movements on the Schemes’ assets and liabilities?

The notes above describe how the Scheme obligations and assets are comprised

and measured. The following note sets out the impact of various movements and

expenses of the Scheme on the Group’s financial statements.

Amounts recognised through the Consolidated Income Statement

Amounts recognised through the Consolidated Income Statement are as follows:

	2024	2023
	£m	£m
Amount charged to operating costs:
Scheme administration expenses	(7)	(7)
	(7)	(7)
Amounts credited to net financing cost
Net interest on Scheme assets and defined benefit obligation	8	8
Total credit in the Consolidated Income Statement	1	1

Amounts recognised through the Consolidated Statement of Comprehensive Income

The amounts recognised through the Consolidated Statement of Comprehensive Income are:

	2024	2023
	£m	£m
Remeasurement (losses)/gains
Loss on scheme assets excluding interest income	(180)	(98)
Actuarial (losses)/gains on liabilities arising from change in:
– experience adjustments	(7)	45
– financial assumptions	142	(68)
– demographic assumptions	14	86
	149	63
Total recognised in the Consolidated Statement of Comprehensive Income	(31)	(35)

The £149 million actuarial gain (2023: £63 million actuarial gain) on the Schemes’ liabilities was principally due to the

increase in bond yields which reduced the value of the liabilities. This actuarial gain was partially offset by the increase in

market implied inflation which increased the value of the liabilities.

The £180 million loss (2023: £98 million loss) on the Schemes’ assets was principally due to the rise in gilts yields

leading to a decrease in the value of the assets. This has been partially offset by the increase in market implied

inflation, increasing the value of the inflation-linked assets, and an increase in the fair value of the longevity swap.

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Strategic Report Financial StatementsGovernance

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

SECTION 3: OPERATING ASSETS AND LIABILITIES CONTINUED

Addressing the defined benefit pension deficit

Keeping

it simple

The Group works closely with the Trustee to agree appropriate levels of funding for the

Scheme. This involves agreeing a Schedule of Contributions at each triennial valuation,

which specifies the contribution rates for the employer and, where relevant, scheme

beneficiaries and the date these contributions are due. A recovery plan setting out the

steps that will be taken to address a funding shortfall is also agreed.

In the event that the Group’s defined benefit scheme is in a net liability position, the

Directors must take steps to manage the size of the deficit. Apart from the funding

agreements mentioned above, this could involve pledging additional assets to the

Scheme, as was the case in the SDN and London Television Centre pension funding

partnerships.

The levels of ongoing contributions to the Scheme are based on the expected future cash flows of the Scheme.

Contributions in 2024 for administration expenses are £7 million (2023: £7 million).

The Group has two asset-backed pension funding agreements with the Trustee – the SDN pension funding

partnership and the London Television Centre pension funding partnership which were set up in 2010 and 2014

respectively to address the pension deficit at that time.

SDN Pension Funding Partnership

In 2010, ITV established a Pension Funding Partnership (PFP) with the Trustees backed by SDN, which was subsequently

extended in 2011. The PFP addressed £200 million of the funding deficit in Section A of the defined benefit pension scheme

and under the original agreement, a payment of up to £200 million was due in 2022. The existing PFP agreement was

amended and extended to 2031. As a result of this agreement, payments of £94 million were made under the SDN PFP

arrangement in 2022. The Group is committed to up to nine annual payments of £16 million from 2023. These payments

are required if the Scheme is calculated to be in a technical deficit. This calculation is based upon the most recent triennial

valuation updated for current market conditions. The partnership’s interest in SDN provides collateral for these payments.

The £16 million payment under the SDN PFP was not required to be paid in 2024. However, this assessment is

made on an annual basis and therefore the £16 million payment may resume in 2025. The Group retains day to day

operational control of SDN and SDN’s revenues, profits and cashflows continue to be consolidated in the Group’s

financial statements. On completion of the final payment in 2031, the Scheme’s partnership interest will have been

repaid in full and it will have no right to any further payments.

London Television Centre Pension Funding Partnership

In 2014, ITV established a Pension Funding Partnership with the Trustees backed by the London Television Centre,

which resulted in the assets of Section A of the defined benefit pension scheme being increased by £50 million.

In November 2019, the London Television Centre was sold. £50 million of the proceeds was previously held in a

restricted bank account as a replacement asset in the pension funding arrangement. In 2022, this security was

replaced with a surety bond and the cash was released to the Group. This structure continues to be reviewed.

The Scheme’s interest in these Partnerships reduces any deficit on a funding basis but does not impact any deficit

on an IAS 19 basis as the Scheme’s interest is not a transferrable financial instrument.

Deficit funding contributions

The accounting surplus or deficit does not drive the deficit funding contribution. The Group’s deficit funding

contributions in 2024 were £3 million (31 December 2023: £40 million). This related to the £3 million annual payment

under the London Television Centre PFP. The 2023 amount included a £37 million deficit contribution agreed as part

of the triennial valuation and £3 million annual payment under the London Television Centre PFP.

Deficit contributions are agreed with the Trustees following the triennial valuations. The ITV Pension Scheme and the

UTV Pension Scheme are in surplus following the latest triennial valuations, therefore no deficit contributions are

payable. The payments due under the SDN PFP and London Television Centre PFP (£16 million and £3 million

respectively) will be assessed annually.

IFRIC 14 clarifies how the asset ceiling rules should be applied if the Schemes are expected to be in surplus, for example

as a result of deficit funding agreements. The Group has determined that it has an unconditional right to a refund of any

surplus assets if the Schemes are run off until the last member dies. On this basis, IFRIC 14 rules do not cause any

change in the pension deficit accounting or disclosures.

In June 2023, the High Court ruled in the Virgin Media case that some historical rule amendments made between 1997

and 2016, without the correct actuarial certification, were not valid. In July 2024, the Court of Appeal upheld the High

Court’s decision that based on the relevant legislation at the time, a written actuarial confirmation was required where

an alteration to the scheme’s rules affected pension benefits attributable to past or future service benefits. Without a

written confirmation, an amendment would be void. The decision does not give any guidance on what evidence would

be sufficient. The Trustees of the Group’s defined benefit pension schemes have taken advice on the implications of the

Virgin Media decision with the first step being the gathering details of amendments made during the 1997 to 2016 period

and to search for the relevant confirmation from the actuary. This review has not been completed and therefore no

conclusions can be drawn. As a result, the Group does not consider it necessary to make any allowance for the potential

impact of the Virgin Media case in these financial statements.

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SECTION 4: CAPITAL STRUCTURE AND FINANCING COSTS

In this

section

This section outlines how the Group manages its capital structure and related

financing costs, including its balance sheet liquidity and access to capital markets.

The Directors determine the appropriate capital structure of ITV; specifically, how

much is raised from shareholders (equity) and how much is borrowed from financial

institutions (debt) in order to finance the Group’s activities both now and in the future.

Maintaining capital discipline and balance sheet efficiency remains important to the

Group. Any potential courses of action in relation to this will take into account the

Group’s liquidity needs, flexibility to invest in the business, pension deficit initiatives

and impact on credit ratings.

The Directors consider the Group’s capital structure and dividend policy at least

twice a year ahead of announcing results. The Directors take into account the

available realised distributable reserves from which a dividend would be paid in

addition to liquidity and solvency of the Group. The Directors also consider the

capital structure and dividend policy in the context of the Group’s ability to continue

as a going concern, to execute the strategy and to invest in opportunities to grow

the business and enhance shareholder value. The ITV plc Board oversees

governance and approves tax and treasury-related policies and procedures.

4.1

Net debt

Keeping

it simple

Net debt is the Group’s key measure used to evaluate total outstanding debt,

including our discounted lease liabilities net of current cash resources. A full analysis

and discussion of net debt and covenant net debt is included in the Operating and

Financial Performance Review.

The tables below analyse movements in the components of net debt during the year:

				Currency and
	1 January			non-cash	31 December
	2024	Acquisitions**	Net cash flow	movements	2024
	£m	£m	£m	£m	£m
Loans and facilities due within one
year	(5)	(6)	1	–	(10)
Loans and facilities due after one year	(758)	–	5	30	(723)
Total loans and facilities	(763)	(6)	6	30	(733)
Currency component of forwards and swaps held against euro- denominated bonds *	(15)	–	10	(15)	(20)
Lease liabilities	(115)	–	25	(15)	(105)
Total debt	(893)	(6)	41	–	(858)
Cash	215	–	86	(5)	296
Cash equivalents	125	–	4	2	131
Total cash and cash equivalents	340	–	90	(3)	427
Net debt	(553)	(6)	131	(3)	(431)

			Currency and
	1 January		non-cash	31 December
	2023	Net cash flow	movements	2023
	£m	£m	£m	£m
Loans and facilities due within one year	(289)	278	6	(5)
Loans and facilities due after one year	(541)	(228)	11	(758)
Total loans and facilities	(830)	50	17	(763)
Currency component of forwards and swaps held
against euro-denominated bonds *	(9)	10	(16)	(15)
Lease liabilities	(132)	26	(9)	(115)
Total debt	(971)	86	(8)	(893)
Cash	257	(37)	(5)	215
Cash equivalents	91	38	(4)	125
Total cash and cash equivalents	348	1	(9)	340
Net debt	(623)	87	(17)	(553)

* Net cash flow from currency component of forwards and swaps relates to the euro-denominated bond repaid in the year

** Loans on acquisitions includes £6 million from the acquisition of Eagle Eye

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NOTES TO THE FINANCIAL STATEMENTS CONTINUED

SECTION 4: CAPITAL STRUCTURE AND FINANCING COSTS CONTINUED

Loans and loan notes due after one year

In June 2024 the Group issued a €500 million bond at a fixed coupon of 4.25% which matures in April 2032. This

Eurobond was swapped back to £422 million using cross currency swaps with 50% having a fixed coupon of 5.8% and

50% paying 184bps over SONIA. In conjunction with this transaction a liability management exercise was undertaken

on the €600 million 2026 Eurobond in issue, with €240 million being repaid from the proceeds of the 2032 issuance

and the swaps associated with the redeemed portion were also unwound. The remaining €360 million in issue

remains at a fixed coupon of 1.375%, with maturity in September 2026, swapped to sterling (£320 million) with

the original cross-currency interest rate swaps. The fixed rate payable in sterling is c.2.9%.

A £230 million term loan was taken out in August 2023, and was fully drawn-down in December 2023. This term loan

was fully repaid during 2024 with the remaining proceeds of the €500 million bond issuance.

Available facilities

The Group has good access to liquidity:

• The Group has £500 million of committed funding through an RCF with a group of relationship banks. During

the year, one of the counterparties to the RCF was changed and the new counterparty acceded to the RCF with

a January 2029 maturity, which is in line with the other counterparties. At 31 December 2024, the facility was

undrawn (2023: undrawn). The RCF documentation defines a leverage covenant (which has to be maintained

at less than 3.5x) and an interest cover covenant (which has to be maintained at greater than 3.0x). Both are

tested at 30 June and 31 December each year. All financial covenants were met and the facility remains available

at 31 December 2024. This RCF contains Scope 1, 2 and 3 greenhouse gas emissions targets which align to ITV‘s

stated objective to have Net Zero carbon emissions by 2030. These targets are measured at the end of each

financial year and independently verified in July following the relevant December year end. Scope 1 and 2

emissions are measured separately to Scope 3 emissions. The margin on the facility reduces by 2.5bps if Scope 1,

2 and 3 targets are met, by 1.25bps if either Scope 1 and 2 targets are met or Scope 3 targets are met, and

increases by 2.5bps if neither target is met. Failing to meet targets does not impact the availability of the RCF.

The Group met Scope 1, 2 and 3 targets for 2023; those emissions were verified in July 2024. Over the life of the

facility, it may be necessary to recalibrate the baseline emissions level set in 2019, particularly in relation to Scope

3 emissions and there is a mechanism in the RCF documentation that allows for this.

• The Group has £100 million of committed funding via a bilateral RCF, which matures in December 2028. The terms

and conditions, including financial covenants but not emissions targets, are aligned to the £500 million RCF

facility. The facility was undrawn at 31 December 2024 (2023: undrawn).

• In October 2024, the Group entered into a new £200 million bilateral loan facility which matures December 2030.

Utilisations on this facility are subject to the lender’s ability to source ITV Credit Default Swaps (CDS). The new

facility has a committed accreting profile which will mean the full £200 million will be available by 1 January 2026.

At 31 December 2024, the Group had £50 million of the facility available. The facility is free of financial covenants

and is currently undrawn.

• The Group has a £300 million bilateral loan facility, which matures on 30 June 2026. Utilisation requests are

subject to the lender’s ability to source ITV Credit Default Swaps (CDS) in the market at the time the utilisation

request is made. The facility remains free of financial covenants. The facility is currently undrawn (2023: undrawn).

4.2 Borrowings

Keeping

it simple

The Group borrows money from financial institutions in the form of bonds, bank

facilities and other financial instruments. The interest payable on these instruments

is shown in the net financing costs note (note 4.4).

There are Board-approved policies in place to manage the Group’s financial risks.

Macroeconomic market risks, which impact currency transactions and interest

rates, are discussed in note 4.3. Credit and liquidity risks are set out below.

• Credit risk: the risk of financial loss to the Group if a customer or counterparty

fails to meet its contractual obligations

• Liquidity risk: the risk that the Group will not be able to meet its financial

obligations as they fall due

The Group is required to disclose the fair value of its debt instruments. The fair

value is the amount the Group would pay a third party to transfer the liability.

This estimation of fair value is consistent with instruments included in note 4.5.

Accounting policies

Borrowings

Borrowings are recognised initially at fair value less directly attributable transaction costs, with subsequent

measurement at amortised cost using the effective interest rate method. Under the amortised cost method,

the difference between the amount initially recognised and the redemption value is recorded in the Consolidated

Income Statement over the period of the borrowing on an effective interest rate basis.

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Managing credit and liquidity risk

Credit risk

The Group’s maximum exposure to credit risk is represented by the carrying amount of derivative financial assets

(see note 4.3), trade receivables (see note 3.1.3), contract assets (see note 3.1.6) and cash and cash equivalents

(see note 4.1).

Trade and other receivables

The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The majority

of trade receivables relate to airtime sales contracts with advertising agencies and advertisers. Credit insurance has

been taken out against these companies to minimise the impact on the Group in the event of a possible default. The

Group also reviews other significant receivables and will seek to take out credit insurance on an individual basis where

appropriate. Credit risk over contract assets is monitored proactively using daily reports from an external credit risk

company. These reports are used to determine contractual obligations, monitor risk and amend terms where required.

Cash and cash equivalents and derivative financial instruments

The Group operates investment guidelines with respect to surplus cash that emphasise preservation of capital. The

guidelines set out procedures and limits on counterparty risk and maturity profile of cash placed. Counterparty limits

for cash deposits are largely based upon long-term ratings published by the major credit rating agencies. Cash and

cash equivalents include money market funds valued at fair value through profit and loss.

Cash and cash equivalents and derivative financial instruments exposure are limited to high credit quality financial

institutions rated by two of the key rating agencies used by the Group. Counterparty credit limits are set in relation

to these ratings, in order to limit the concentration of exposure to individual counterparties based on their credit

quality. As such, investments are sufficiently spread across high credit quality rated counterparties.

Counterparty credit limits are reviewed by the Group’s Board on an annual basis and may be updated throughout the

year subject to approval of the Group’s Audit & Risk Committee. Investment exposure with external counterparties is

made only with Board-approved counterparties and within credit limits assigned to each counterparty. The credit

quality of financial counterparties and the outstanding exposure is monitored throughout the year by the Group’s

Treasury function in accordance with the Group’s policy.

Borrowings

ITV is rated as investment grade by Moody’s, S&P and Fitch. ITV’s credit ratings, which in turn are affected by key

metrics, such as leverage, the cost of credit default swap hedging, and the absolute level of interest rates are key

determinants in the cost of new borrowings for ITV.

Liquidity risk

The Group’s financing policy is to fund itself for the medium to long-term by using debt instruments with a range

of maturities and to ensure access to appropriate short-term borrowing facilities with a minimum of £250 million

of undrawn facilities available at all times.

Long-term funding comes from the UK and European capital markets, while any short to medium-term debt requirements

were provided throughout 2024 through bank credit facilities detailed above. At 31 December 2024, the Group had

£950 million bank credit facilities available. This includes £50 million of the new £200 million bilateral loan facility

which has a committed accreting profile increasing to £125 million on 1 January 2025 and £200 million on 1 January 2026.

Management monitors rolling forecasts of the Group’s liquidity reserve (comprising undrawn bank facilities and cash and

cash equivalents) on the basis of expected cash flows. This monitoring includes financial ratios to assess any possible

future impact on credit ratings and headroom and takes into account the accessibility of cash and cash equivalents.

Fair value versus book value

The tables below provide fair value information for the Group’s borrowings:

			Book value		Fair value
		2024	2023	2024	2023
	Maturity	£m	£m	£m	£m
Loans due within one year
Other short-term loans	Various	10	5	10	5
		10	5	10	5
Loans due in more than one year
€600 million Eurobond	Sept 2026	298	520	292	490
€500 million Eurobond	June 2032	417	–	420	–
£230 million Term Loan	July 2027	–	230	–	230
Other long-term loans	Various	8	8	8	8
		723	758	720	728
		733	763	730	733

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NOTES TO THE FINANCIAL STATEMENTS CONTINUED

SECTION 4: CAPITAL STRUCTURE AND FINANCING COSTS CONTINUED

4.3

Managing

market risks:

derivative

financial

instruments

Keeping

it simple

What is a derivative?

A derivative is a type of financial instrument typically used to manage risk. A derivative’s

value changes over time in response to underlying variables, such as exchange rates

or interest rates and is entered into for a fixed period. A hedge is where a derivative is

used to manage exposure in an underlying variable.

The Group is exposed to certain market risks. In accordance with Board-approved

policies, which are set out in this note, the Group manages these risks by using

derivative financial instruments to hedge the underlying exposures.

Why do we need them?

The key market risks facing the Group are:

• Currency risk arising from:

i. Translation risk, that is the risk in the period of adverse currency fluctuations in the

translation of foreign currency profits, assets and liabilities (balance sheet risk) and

non-functional currency monetary assets and liabilities (income statement risk)

ii. Transaction risk, that is the risk that currency fluctuations will have a negative effect

on the value of the Group’s non-functional currency trading cash flows. A non-

functional currency transaction is a transaction in any currency other than the

reporting currency of the subsidiary

• Interest rate risk to the Group arises from significant changes in interest rates on

borrowings issued at or swapped to floating rates

How do we use them?

The Group mainly employs three types of derivative financial instruments when

managing its currency and interest rate risk:

• Foreign exchange swap contracts are derivative instruments used to hedge

income statement translation risk arising from short-term intercompany loans

denominated in a foreign currency

• Forward foreign exchange contracts are derivative instruments used to hedge

transaction risk so they enable the sale or purchase of foreign currency at a

known fixed rate on an agreed future date

• Cross-currency interest rate swaps are derivative instruments used to exchange the

principal and interest coupons in a debt instrument from one currency to another

Analysis of the derivatives used by the Group to hedge its exposure and the various

methods used to calculate their respective fair values are detailed in this section.

Accounting policies

Derivative financial instruments are initially recognised at fair value and are subsequently remeasured at fair value

with the movement recorded in the Consolidated Income Statement, except where derivatives qualify for cash flow

hedge accounting. In this case, the effective portion of a cash flow hedge is recognised in other comprehensive

income and presented in the hedging reserve within equity. The cumulative gain or loss is later reclassified to the

Consolidated Income Statement in the same period as the relevant hedged transaction is realised. Derivatives with

positive fair values are recorded as assets and negative fair values as liabilities.

Determining fair value

The fair value of forward foreign exchange contracts is determined by the change in price between the contracted rates

and the market rates at the reporting date. The contracted cash flows are then discounted by the time remaining to the

settlement date of the contract, with a discount curve that incorporates credit risk. The fair value of interest rate swaps

is the estimated amount that the Group would receive or pay to exit the swap at the reporting date, taking into account

current interest rates and the Group’s current creditworthiness, as well as that of the swap counterparties.

Third-party valuations are used to fair value the Group’s cross-currency interest rate derivatives. The valuation

techniques use inputs, such as interest rate yield curves and currency prices/yields, volatilities of underlying

instruments and correlations between inputs.

How do we manage our currency and interest rate risk?

Currency risk

As the Group expands its international operations, the performance of the business becomes increasingly sensitive

to movements in foreign exchange rates, primarily with respect to the US dollar and the euro.

The Group’s foreign exchange policy is to use forward foreign exchange contracts to hedge material non-functional

currency-denominated costs or revenue for up to five years forward.

The Group ensures that its net exposure to foreign currency-denominated cash balances is kept to a minimal level,

where necessary using foreign currency swaps to exchange balances back into sterling or by buying or selling foreign

currencies at spot rates.

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The Group also utilises foreign exchange swaps and cross-currency interest rate swaps both to manage foreign

currency cash flow timing differences and to hedge foreign currency-denominated monetary items.

The following table highlights the Group’s exposure to foreign currency risk resulting from a 10% strengthening/

weakening in sterling against the US dollar, euro and Australian dollar, assuming all other variables are held constant:

	Impact on	Impact on	Impact on	Impact on
	profit before tax	profit before tax	Equity	Equity
	2024	2023	2024	2023
	£m	£m	£m	£m
US dollar – increase 10%	(9)	(6)	8	7
US dollar – decrease 10%	11	7	(9)	(8)
Euro – increase 10%	(1)	(1)	3	1
Euro – decrease 10%	2	2	(2)	–
Australian dollar – increase 10%	(2)	(1)	1	(2)
Australian dollar – decrease 10%	3	1	(1)	2

Interest rate risk

The Group’s interest rate policy is to allow fixed rate gross debt to vary between 20% and 100% of total gross debt

to accommodate floating rate borrowings under the Revolving Credit Facility.

For financial assets and liabilities classified at fair value through profit or loss, the movements in the year relating

to changes in fair value and interest are not separated.

At 31 December 2024, the Group’s fixed rate debt represented 71% of total gross debt (2023: 69.9%), therefore

the majority of debt is issued at fixed rates, and changes in the floating rates of interest do not materially affect

the Group’s net interest charge.

What is the value of our derivative financial instruments?

The following table shows the fair value of derivative financial instruments analysed by type of contract. Interest rate

swap fair values exclude accrued interest.

	Assets	Liabilities
At 31 December 2024	£m	£m
Current
Foreign exchange forward contracts and swaps – cash flow hedges	3	(2)
Foreign exchange forward contracts and swaps – fair value through profit or loss	1	(1)
Non-current
Cross-currency interest swaps – cash flow hedges	–	(18)
Cross-currency interest swaps – fair value hedges	–	(2)
Foreign exchange forward contracts and swaps – cash flow hedges	1	–
	5	(23)

	Assets	Liabilities
At 31 December 2023	£m	£m
Current
Foreign exchange forward contracts and swaps – cash flow hedges	3	(1)
Foreign exchange forward contracts and swaps – fair value through profit or loss	1	–
Non-current
Cross-currency interest swaps – cash flow hedges	–	(15)
Foreign exchange forward contracts and swaps – cash flow hedges	1	(1)
	5	(17)

Cash flow hedges

The Group applies hedge accounting for certain foreign currency firm commitments and highly probable cash flows

where the underlying cash flows are payable within the next five years. In order to fix the sterling cash outflows

associated with the commitments and interest payments – which are mainly denominated in US dollars or euros –

the Group has taken out forward foreign exchange contracts and cross-currency interest rate swaps for the same

foreign currency amount and maturity date as the expected foreign currency outflow.

There is an economic relationship between the hedged items (being between 60% to 100% of the total exposure) and

the hedging instruments as the terms of the foreign exchange forward contracts and cross-currency interest rate swaps

match the terms of the expected highly probable forecast transactions or firm commitments (i.e. % notional amount

and expected receipt or payment date). The Group has established a hedge ratio of 1:1 for the hedging relationships as

the underlying risk of the foreign exchange forward contracts are identical to the hedged risk components.

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NOTES TO THE FINANCIAL STATEMENTS CONTINUED

SECTION 4: CAPITAL STRUCTURE AND FINANCING COSTS CONTINUED

Sources of ineffectiveness include:

• Different interest rate curve applied to discounting the hedged items and hedging instruments

• Differences in the timing of the cash flows of the hedged items and the hedging instruments

• The counterparties’ credit risk differently impacting the fair value movements of the hedging instruments and

hedged items

• Changes to the forecasted amount of cash flows of hedged items and hedging instruments

The Group uses the hedge relationship, credit risk and hedge ratio to measure the hedge effectiveness.

The amount recognised in other comprehensive income during the year all relates to the effective portion of the

revaluation loss associated with these contracts. A cumulative loss of £20 million (2023: £28 million of cumulative

loss) was recycled to the Consolidated Income statement to offset movements on the hedged item, a residual value

of less than a million (2023: £7 million loss) remained on the income statement which was not offset.

Under IFRS 9, the Group has adopted the ‘cost of hedging’ approach which allows the recognition of the value of the

currency basis at inception of the hedge to be recorded on the Consolidated Statement of Financial Position and

amortised through net financing costs in the Consolidated Income Statement over the life of the bond. Any mark-to-

market change in fair value of the currency basis is recognised in ‘cost of hedging’ in the Consolidated Statement of

Comprehensive Income.

Fair value hedges

The Group has interest rate swaps and cross-currency interest rate swaps to hedge the exposure to changes in

the fair value of fixed rate borrowings due to interest rate and foreign currency movements which could affect the

income statement. Changes in the fair value of derivatives that are designated and qualify as fair value hedges are

recorded in the Consolidated Income Statement together with any changes in the fair value of the hedged asset

or liability that are attributable to the hedged risk. The gain or loss relating to the effective portion of interest rate

swaps hedging fixed rate borrowings is recognised in the Consolidated Income Statement within net financing costs

together with changes in the fair value of the hedged fixed-rate borrowings attributable to interest rate risk. The gain

or loss relating to the ineffective portion is recognised in the Consolidated Income Statement. All fair value hedges

were highly effective throughout the year.

If the hedge no longer meets the criteria for hedge accounting, the adjustment to the carrying amount of a hedged

item for which the effective interest method is used is amortised to the Consolidated Income Statement over the

period to maturity using a recalculated effective interest rate.

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Undiscounted financial liabilities

Keeping

it simple

The Group is required to disclose the expected timings of cash outflows for each of

its financial liabilities (including derivatives). The amounts disclosed in the table are

the contractual undiscounted cash flows (including interest), so will not always

reconcile with the amounts disclosed on the Statement of Financial Position.

		Total		Between
	Carrying	contractual	Less than	1 and 2	Between	Over
	value	cash flows	1 year	years	2 and 5 years	5 years
At 31 December 2024	£m	£m	£m	£m	£m	£m
Non-derivative financial liabilities
Borrowings	(733)	(878)	(32)	(321)	(58)	(467 )
Lease liabilities	(105)	(175)	(19)	(21)	(63)	(72 )
Trade and other payables	(929)	(929)	(896)	(18)	(15)	–
Other payables – non-current	(32)	(32)	–	(32)	–	–
Other payables – commitments on acquisitions	(34)	(105)*	(5)	(15)	(42)	(43 )
Derivative financial instruments
Foreign exchange forward contracts and swaps –
cash flow hedges
Inflow	4	198	154	40	4	–
Outflow	(2)	(197)	(153)	(40)	(4)	–
Cross-currency swaps – cash flow hedges
Inflow	–	583	13	311	26	233
Outflow	(18)	(641)	(22)	(341)	(37)	(241 )
Cross-currency swaps – fair value hedges
Inflow	–	277	9	9	26	233
Outflow	(2)	(320)	(14)	(15)	(43)	(248 )
Foreign exchange forward contracts and swaps –
fair value through profit or loss
Inflow	1	173	166	7	–	–
Outflow	(1)	(172)	(165)	(7)	–	–
	(1,851)	(2,218)	(964)	(443)	(206)	(605 )

		Total			Between
	Carrying	contractual	Less than	Between	2 and 5	Over
	value	cash flows	1 year	1 and 2 years	years	5 years
At 31 December 2023	£m	£m	£m	£m	£m	£m
Non-derivative financial liabilities
Borrowings	(763)	(785)	(12)	(8)	(763)	(2)
Lease liabilities	(115)	(140)	(18)	(19)	(52)	(51)
Trade and other payables	(931)	(931)	(906)	(25)	–	–
Other payables – non-current	(33)	(33)	–	(33)	–	–
Other payables – commitments on acquisitions	(78)	(105) *	(47)	–	(55)	(3)
Derivative financial instruments
Foreign exchange forward contracts and swaps –
cash flow hedges
Inflow	4	195	150	45	–	–
Outflow	(2)	(193)	(149)	(44)	–	–
Cross-currency swaps – cash flow hedges
Inflow	–	542	7	7	528	–
Outflow	(15)	(580)	(16)	(16)	(548)	–
Foreign exchange forward contracts and swaps –
fair value through profit or loss
Inflow	1	177	171	6	–	–
Outflow	–	(176)	(170)	(6)	–	–
	(1,932)	(2,029)	(990)	(93)	(890)	(56 )

* Undiscounted expected future payments depending on performance of acquisitions

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NOTES TO THE FINANCIAL STATEMENTS CONTINUED

SECTION 4: CAPITAL STRUCTURE AND FINANCING COSTS CONTINUED

Timing profile of hedging instrument

Keeping

it simple

The Group is required to provide a breakdown that discloses a profile of the timing

of the nominal amount of the hedging instrument and if applicable, the average

price or rate (for example strike or forward prices, etc.) of the hedging instrument.

The Group holds the following foreign exchange and cross-currency interest rate swap contracts. Material currency

pairs are disclosed in full, whilst immaterial pairs are aggregated.

	Less than	Between	Between	Greater than	Total
At 31 December 2024	1 year	1 to 2 years	2 to 5 years	5 years
Foreign exchange forward contracts and swaps
Notional amount (£m)	(13)	8	–	–	(5)
Average forward rate (AUD/GBP)	1.8937	1.9324	–	–
Foreign exchange forward contracts and swaps
Notional amount (£m)	24	8	–	–	32
Average forward rate (EUR/GBP)	1.1495	1.1725	–	–
Foreign exchange forward contracts and swaps
Notional amount (£m)	(21)	18	(1)	–	(4)
Average forward rate (USD/GBP)	1.2601	1.2970	1.2892	–
Foreign exchange forward contracts and swaps
Notional amount (£m)	10	9	3	–	22
Various currency pairs
Cross-currency interest rate swaps
Notional amount (£m)	–	320	–	421	741
Average hedge rate (EUR/GBP)	–	1.1264	–	1.1854

	Less than	Between	Between	Greater than
At 31 December 2023*	1 year	1 to 2 years	2 to 5 years	5 years	Total
Foreign exchange forward contracts and swaps
Notional amount (£m)	(1)	(11)	–	–	(12)
Average forward rate (AUD/GBP)	1.2773	1.7559	–	–
Foreign exchange forward contracts and swaps
Notional amount (£m)	1	8	–	–	9
Average forward rate (EUR/GBP)	1.1278	1.1272	–	–
Foreign exchange forward contracts and swaps
Notional amount (£m)	(56)	20	–	–	(36)
Average forward rate (USD/GBP)	1.3431	1.2188	–	–
Foreign exchange forward contracts and swaps
Notional amount (£m)	(3)	2	–	–	(1)
Various currency pairs
Cross-currency interest rate swaps
Notional amount (£m)	–	–	533	–	533
Average hedge rate (EUR/GBP)	–	–	1.1264	–

* 2023 has been re-presented in line with the current year

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Impact of hedged items on Consolidated Statement of Financial Position,

Consolidated Statement of Other Comprehensive Income and Consolidated Statement

of Changes in Equity

Keeping

it simple

This table provides the following details in relation to cash flow hedges and fair

value hedges:

• The change in value of the hedged item used as the basis for recognising hedge

ineffectiveness for the year

• The balance in the cash flow hedge reserve relating to continuing hedges

The impact of hedged items on the Consolidated Statement of Financial Position is as follows:

Cash flow hedge

			2024			2023
			Pre-tax			Pre-tax
	Change in fair	Pre-tax	closing	Change in fair	Pre-tax	closing
	value used for	closing cash	cost of	value used for	closing cash	cost of
	measuring	flow hedge	hedging	measuring	flow hedge	hedging
	ineffectiveness	reserve	reserve	ineffectiveness	reserve	reserve
At 31 December	£m	£m	£m	£m	£m	£m
Highly probable/firm commitment
forecast transactions	(2)	1	–	1	3	–
Borrowings	9	12	(4)	11	1	(2)

The hedging gain recognised in the Consolidated Statement of Changes in Equity before tax is equal to the change

in fair value used for measuring effectiveness. There is less than a million pounds of ineffectiveness recognised in

the Consolidated Income Statement.

Fair value hedge

			2024			2023
			Pre-tax			Pre-tax
		Change in	closing		Change in fair	closing
	Change in fair	fair value of	cost of		Change in fair value of	cost of
	value of hedged	hedging	hedging	value of hedged	hedging	hedging
	item	instrument	reserve	item	instrument	reserve
At 31 December	£m	£m	£m	£m	£m	£m
Borrowings	(3)	(1)	(2)	–	–	–

Keeping

it simple

This table details the effect of the cash flow hedge in the Consolidated Income

Statement and Consolidated Statement of Comprehensive Income.

The effect of the cash flow hedge in the Consolidated Income Statement and Consolidated Statement of

Comprehensive Income is as follows:

					Amounts
	Total hedging	Ineffectiveness		Cost of	reclassified
	gain/(loss)	recognised in		hedging	from OCI to
	recognised in	Income	Line item in	recognised	Income	Line item in
	OCI	Statement	the Income	in OCI	Statement	the Income
At 31 December 2024	£m	£m	Statement	£m	£m	Statement
Highly probable/firm
commitment forecast						Cost of sales/
transactions	(2)	–	–	–	(3)	overheads
			Net financing			Net financing
Borrowings	9	(1)	cost	(2)	23	cost

					Amounts
	Total hedging	Ineffectiveness		Cost of	reclassified
	gain/(loss)	recognised in		hedging	from OCI to
	recognised in	Income	Line item in	recognised	Income	Line item in
	OCI	Statement	the Income	in OCI	Statement	the Income
At 31 December 2023	£m	£m	Statement	£m	£m	Statement
Highly probable/firm
commitment forecast						Cost of sales/
transactions	1	–	–	4	2	overheads
			Net financing			Net financing
Borrowings	11	7	cost	2	26	cost

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Strategic Report Financial StatementsGovernance

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

SECTION 4: CAPITAL STRUCTURE AND FINANCING COSTS CONTINUED

Keeping

it simple

This table provides a reconciliation of each component of the translation reserve

reported within equity and an analysis of other comprehensive income in

accordance with IAS 1.

Set out below is the reconciliation of each component of the translation reserve reported in the Consolidated

Statement of Changes in Equity and the analysis of other comprehensive income:

		Cash	Cost of	Foreign
		flow hedge	hedge	currency	Translation
		reserve	reserve	reserve	reserve
		£m	£m	£m	£m
As at 1 January 2023		2	(7)	112	107
Effective portion of changes in fair value arising from:
Foreign exchange forward contracts		(13)	4	–	(9)
Cross-currency interest rate swaps – borrowings:
•	Change in fair value from the effective hedge instrument	(9)	2	–	(7)
Amount reclassified to Income Statement
•	FX forward reclassified to cost of sales/overheads	2	–	–	2
•	FX forward and swaps reclassified to finance costs	15	–	–	15
•	CCIRS reclassified to finance costs	11	–	–	11
Net gain on cash flow hedges and cost of hedging		6	6	–	12
Exchange differences on translation of foreign operations		–	–	(38)	(38)
Income tax charge on other comprehensive income/(expense)		(1)	(2)	–	(3)
As at 31 December 2023		7	(3)	74	78
Effective portion of changes in fair value arising from:
Foreign exchange forward contracts		1	–	–	1
Cross-currency interest rate swaps – borrowings:
•	Change in fair value from the effective hedge instrument	(12)	(2)	–	(14)
Amount reclassified to Income Statement
•	FX forward reclassified to cost of sales/overheads	(3)	–	–	(3)
•	CCIRS reclassified to finance costs	23	–	–	23
Net gain on cash flow hedges and cost of hedging		9	(2)	–	7
Exchange differences on translation of foreign operations		–	–	(4)	(4)
Income tax charge on other comprehensive income/(expense)		(2)	–	–	(2)
As at 31 December 2024		14	(5)	70	79

Netting arrangements of financial instruments

Keeping

it simple

This section details the Group’s financial assets and financial liabilities that are

subject to netting and set-off arrangements. Financial assets and liabilities that

do not meet the criteria for offsetting on the Consolidated Statement of Financial

Position but could be settled net in certain circumstances principally relate to

derivative transactions executed under ISDA agreements where each party has the

option to settle amounts on a net basis in the event of default of the other party.

		Gross collateral	Net financial	Related amounts
	Gross financial	assets/liabilities	assets/liabilities	not set-off in the
	assets/liabilities	set-off	per balance sheet	balance sheet	Net
At 31 December 2024	£m	£m	£m	£m	£m
Assets
Derivative financial instruments	5	–	5	(4)	1
Cash and cash equivalents	427	–	427	–	427
Liabilities
Derivative financial instruments	(23)	–	(23)	4	(19)
Loans and facilities	(733)	–	(733)	–	(733)

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ITV plc Annual Report and Accounts 2024

		Gross collateral	Net financial	Related amounts
	Gross financial	assets/liabilities	assets/liabilities	not set-off in the
	assets/liabilities	set-off	per balance sheet	balance sheet	Net
At 31 December 2023	£m	£m	£m	£m	£m
Assets
Derivative financial instruments	5	–	5	(2)	3
Cash and cash equivalents	340	–	340	–	340
Liabilities
Derivative financial instruments	(17)	–	(17)	2	(15)
Loans and facilities	(763)	–	(763)	–	(763)

4.4

Net financing

costs

Keeping

it simple

This section details the interest income generated on the Group’s cash and other

financial assets and the interest expense incurred on borrowings and other

financial liabilities.

In reporting ‘adjusted profit’, the Group adjusts net financing costs to exclude

unrealised mark-to-market movements on interest rate and foreign exchange

derivatives, gains/losses on bond buybacks, net pension interest, interest and

fair value movements in acquisition-related liabilities and other financing costs.

Our rationale for adjustments made to financing costs is set out in the

Finance Review.

Accounting policies

Net financing costs comprise interest income on funds invested, gains/losses on the disposal of financial instruments,

changes in the fair value of financial instruments, interest expense on borrowings, unwinding of the discount on

provisions, unwinding of the discount on liabilities to non-controlling interest, foreign exchange gain/losses, and

imputed interest on pension assets and liabilities. Interest income and expense is recognised as it accrues in profit

or loss, using the effective interest method.

Net financing costs

Net financing costs can be analysed as follows:

	2024	2023
	£m	£m
Financing income
Interest income	22	14
Foreign exchange gain	2	2
Pension interest income (see note 3.8)	9	9
Other finance income	18	–
	51	25
Financing costs
Pension interest expense (see note 3.8)	(1)	(1)
Interest expense on financial liabilities measured at amortised cost	(22)	(15)
Foreign exchange loss	–	(7)
Other finance expense	(28)	(47)
	(51)	(70)
Net financing costs	–	(45)

Other finance income primarily relates to fair value gains on bonds that were repaid in the year and fair value

adjustments on acquisition-related liabilities. Other finance expense includes lease interest payments, finance costs

including fair value adjustments on acquisition-related liabilities and bank charges.

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Strategic Report Financial StatementsGovernance

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

SECTION 4: CAPITAL STRUCTURE AND FINANCING COSTS CONTINUED

4.5

Fair value

hierarchy

Keeping

it simple

The financial instruments included in the Consolidated Statement of Financial

Position are measured at either fair value or amortised cost. The measurement

of this fair value can in some cases be subjective, and can depend on the inputs

used in the calculations. The Group generally uses external valuations using market

inputs or market values (e.g. external share prices). The different valuation methods

are called ‘hierarchies’ and are described below.

Level 1

Fair values are measured using quoted prices (unadjusted) in active markets for

identical assets or liabilities.

Level 2

Fair values are measured using inputs, other than quoted prices included within

Level 1, which are observable for the asset or liability either directly or indirectly.

Interest rate swaps and options are accounted for at their fair value based upon exit

prices at the current reporting period. Forward foreign exchange contracts are

accounted for at the difference between the contract exchange rate and the quoted

forward exchange rate at the reporting date.

Level 3

Fair values are measured using inputs for the asset or liability that are not based on

observable market data.

The tables below set out the financial instruments included on the Consolidated Statement of Financial Position at

fair value:

	Fair value	Level 1	Level 2	Level 3
	31 December	31 December	31 December	31 December
	2024	2024	2024	2024
	£m	£m	£m	£m
Assets measured at fair value
Financial instruments at fair value through reserves
Other pension assets – gilts (see note 3.8)	45	45	–	–
Financial instruments at fair value through profit or loss
Money market funds	131	131	–	–
Equity investments (see note 3.6)	31	–	–	31
Financial assets at fair value through profit or loss
Foreign exchange forward contracts and swaps	1	-	1	-
Convertible loan receivable	2	–	–	2
Financial assets at fair value through reserves
Cash flow hedges	4	–	4	–
	214	176	5	33

	Fair value	Level 1	Level 2	Level 3
	31 December	31 December	31 December	31 December
	2024	2024	2024	2024
	£m	£m	£m	£m
Liabilities measured at fair value
Financial liabilities at fair value through profit or loss
Acquisition-related liabilities – payable to sellers under put options agreed on acquisition (see notes 3.1.4
and 3.1.5)	(21)	–	–	(21)
Foreign exchange forward contracts and swaps	(1)	–	(1)	–
Cross-currency interest rate swaps – fair value hedges	(2)	–	(2)	–
Financial liabilities at fair value through reserves
Cash flow hedges	(20)	–	(20)	–
	(44)	–	(23)	(21)

There have been no changes in the classification of assets and liabilities and there have been no movements within

levels. Information on the fair value measurements of level 3 assets and liabilities is detailed in the relevant notes

referenced above.

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	Fair value	Level 1	Level 2	Level 3
	31 December	31 December	31 December	31 December
	2023	2023	2023	2023
	£m	£m	£m	£m
Assets measured at fair value
Financial instruments at fair value through reserves
Other pension assets – gilts (see note 3.8)	48	48	–	–
Financial instruments at fair value through profit or loss
Money market funds	125	125	–	–
Equity investments (see note 3.6)	21	–	–	21
Financial assets at fair value through profit or loss
Foreign exchange forward contracts and swaps	1	–	1	–
Convertible loan receivable	2	–	–	2
Financial assets at fair value through reserves
Cash flow hedges	4	–	4	–
	201	173	5	23

	Fair value	Level 1	Level 2	Level 3
	31 December	31 December	31 December	31 December
	2023	2023	2023	2023
	£m	£m	£m	£m
Liabilities measured at fair value
Financial liabilities at fair value through profit or loss
Acquisition-related liabilities – payable to sellers under put options agreed on acquisition (see notes 3.1.4
and 3.1.5)	(63)	–	–	(63)
Financial liabilities at fair value through reserves
Cash flow hedges	(17)	–	(17)	–
	(80)	–	(17)	(63)

Refer to note 4.3 for how we value interest rate swaps and forward foreign currency contracts.

4.6

Lease

liabilities

Keeping

it simple

The Group accounts for operating leases under IFRS 16 ‘Leases’. Lease liabilities

representing the discounted future lease payments and right of use assets are

recognised in the Consolidated Statement of Financial Position. Lease costs such

as property rent are recognised in the form of depreciation and interest in the

Consolidated Income Statement.

Accounting policies

Lease liabilities represent the discounted future lease payments. Discount rates are calculated for similar assets,

in similar economic environments, taking into account the length of the lease. The unwinding of the discounting is

recognised in net financing costs in the Consolidated Income Statement. The following table outlines the maturity

analysis of the lease liabilities:

	2024	2023
	£m	£m
Contractual discounted cash flows
Less than one year	15	18
Two to five years	58	57
More than five years	32	40
Lease liabilities at 31 December	105	115

			Currency and
	1 January		non-cash	31 December
	2024	Net cash flow	movements	2024
	£m	£m	£m	£m
Lease liabilities	(115)	25	(15)	(105)
Total lease liabilities	(115)	25	(15)	(105)

			Currency and
	1 January		non-cash	31 December
	2023	Net cash flow	movements	2023
	£m	£m	£m	£m
Lease liabilities	(132)	26	(9)	(115)
Total lease liabilities	(132)	26	(9)	(115)

195

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NOTES TO THE FINANCIAL STATEMENTS CONTINUED

SECTION 4: CAPITAL STRUCTURE AND FINANCING COSTS CONTINUED

The following amounts have been included in the Consolidated Income Statement:

	2024	2023
	£m	£m
Interest expense on lease liabilities	(5)	(4)
Amounts recognised in the Consolidated Income Statement	(5)	(4)

The Group has elected not to recognise right of use assets and lease liabilities for short-term leases (i.e. lease term

less than 12 months) or low-value assets (i.e. under £5,000). The Group will continue to expense the lease payments

associated with these leases on a straight-line basis over the lease term. At 31 December 2024, this was less than

£1 million (2023: less than £1 million).

Variable lease payments that depend on an index or a rate are also less than £1 million (2023: less than £1 million).

Some property leases contain extension options beyond the non-cancellable period. The Group assesses at the

lease commencement date whether it is reasonably certain to exercise the extension options. The lease liability

at 31 December 2024 does not include any such extension options beyond the non-cancellable period.

4.7

Equity

Keeping

it simple

This section explains material movements recorded in shareholders’ equity,

presented in the Consolidated Statement of Changes in Equity, which are not

explained elsewhere in the financial statements.

Accounting policies

Fair value reserve

Financial assets are stated at fair value, with any gain or loss recognised directly in the fair value reserve in equity,

unless the loss is a permanent impairment, when it is then recorded in the Consolidated Income Statement.

Dividends

Dividends are recognised through equity on the earlier of their approval by the Company’s shareholders or their

payment. Dividends are distributed based on the realised distributable reserves (within retained earnings) of ITV plc

(the Company) and not based on the Group’s retained earnings.

4.7.1 Share capital and share premium

The Group’s share capital at 31 December 2024 of £394 million (2023: £406 million) and share premium of £174 million

(2023: £174 million) is the same as that of ITV plc. Details of this are given in the ITV plc Company financial statements

section of this Annual Report.

On 1 March 2024 the Group announced its intention to return the entire net proceeds from the disposal of BritBox

International up to a maximum consideration of £235 million to the Group’s shareholders through a share buyback.

This was launched immediately following the announcement of the Group’s results for the year ended 31 December

2023 in March 2024 (see 4.7.5 for further details)

At 31 December 2024, 270 million 10p shares had been bought back at a cost of £198 million. Of these shares,

118 million were cancelled, reducing the Group’s share capital. When such shares are cancelled they are transferred

to the capital redemption reserve.

4.7.2 Merger and other reserves

Merger and other reserves at 31 December include the following reserves:

	2024	2023
	£m	£m
Merger reserves	95	95
Capital reserves	112	112
Capital redemption reserves	48	36
Revaluation reserves	2	2
Put option liabilities arising on acquisition of subsidiaries	(12)	(34)
Total	245	211

Merger reserves, Capital reserves and Capital redemption reserves relate primarily to balances arising on previous mergers

and acquisitions, including the merger of Granada and Carlton in 2003. The movement in the capital redemption reserves in

the year relates to the cancellation of shares associated with the Group’s share buyback programme.

Put option liabilities arising on acquisition of subsidiaries relates to options and forward contracts over shares

relating to non-controlling interests.

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4.7.3 Translation reserve

The translation reserve comprises:

• All foreign exchange differences arising on the translation of the accounts of, and investments in, foreign operations

• The gains or losses on the portion of cash flow hedges that have been deemed effective and costs of hedging

under IFRS 9 (see note 4.3)

• The net movement in the cash flow hedge reserve was a gain of £6 million (2023: gain of £5 million). This is made

up of a gain on cash flow hedges in the year of £9 million (2023: gain of £6 million) and a related tax charge of

£3 million (2023: charge of £1 million)

• The net movement in the cost of hedging reserve was a loss of £1 million (2023: £4 million). This is made up of a

loss on the cost of hedging in the year of £2 million (2023: a gain of £6 million) and a related tax credit of £1 million

(2023: charge of £2 million)

• The amount in the foreign currency translation reserve relating to discontinued hedges at 31 December 2024 is a

loss of £19 million (2023: £19 million loss)

4.7.4 Fair value reserve

The fair value reserve comprises all movements arising on the revaluation of gilts and equity investments under the

media for equity programme, accounted for at fair value through OCI. The movement in 2024 is a £6 million loss on

revaluation (2023: loss of £1 million) and a related tax credit of £1 million (2023: £nil). See notes 2.3, 3.6 and 3.8.

4.7.5 Retained earnings

The retained earnings reserve comprises profit for the year attributable to owners of the Company of £408 million

(2023: £210 million) and other items recognised directly through equity as presented in the Consolidated Statement

of Changes in Equity. Other items include the credit for the Group’s share-based compensation schemes, which are

described in note 4.8.

The Board recognises the importance of the ordinary dividend to ITV shareholders. Reflecting its confidence in the

business and its strategy, as well as the continued strong cash generation, the Board proposes a final dividend of

3.3p (2023: 3.3p), giving a full year dividend of 5.0p (2023: 5.0p) per share. £198 million of dividends were paid (2023:

£201 million), representing a final 2023 dividend of 3.3p per share and an interim 2024 dividend of 1.7p per share.

Share buyback programme

At 31 December 2024, 270 million 10p shares had been bought back at a cost of £198 million. Of these shares,

118 million were cancelled, reducing the Group’s share capital. When such shares are cancelled they are transferred

to the capital redemption reserve.

In May 2024, 8.5 million of the shares bought back were transferred to the Group’s Employee Benefit Trust (EBT)

to satisfy maturing share awards.

The stamp duty costs were £1 million and the associated fees charged for the repurchase programme were £1 million.

The total cost of the shares including the directly attributable fees, have reduced the Group’s retained earnings.

The repurchased shares held in Treasury and the shares held by the EBT are excluded in calculating the weighted

average number of shares in issue used in Earnings per share.

4.7.6 Non-controlling interests

Non-controlling interest (NCI) represents the share of non-wholly owned subsidiaries’ net assets that are not

directly attributable to the shareholders of ITV. The movement for 2024 comprises:

• The share of loss attributable to NCI of £2 million (2023: share of loss attributable to NCI of £1 million)

• Foreign exchange differences of £nil (2023: losses of £4 million)

• The distributions made to NCI of £9 million (2023: £1 million)

• The share of net assets attributable to NCI relating to subsidiaries acquired, disposed or changes in ownership

interest in 2024 of £7 million (2023: £6 million)

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Strategic Report Financial StatementsGovernance

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

SECTION 4: CAPITAL STRUCTURE AND FINANCING COSTS CONTINUED

4.8

Share-based

compensation

Keeping

it simple

The Group utilises share award schemes as part of its employee remuneration

packages, and therefore operates a number of share-based compensation

schemes, namely the Deferred Share Award (DSA), Executive Share Plan (ESP),

Performance Share Plan (PSP), Long Term Incentive Plan (LTIP) and Save As You

Earn (SAYE) schemes. The share-based compensation is not pensionable.

A transaction will be classed as share-based compensation where the Group

receives services from employees and pays for these in shares or similar equity

instruments. If the Group incurs a liability linked to the price or value of the Group’s

shares, this will also fall under a share-based transaction.

Accounting policies

For each of the Group’s share-based compensation schemes, the fair value of the equity instrument granted is

measured at grant date and spread over the vesting period via a charge to the Consolidated Income Statement with

a corresponding increase in equity.

The fair value of the share options and awards is measured using either market price at grant date or, for the SAYE scheme,

a Black-Scholes model, taking into account the terms and conditions of the individual scheme. Expected volatility is based

on the historical volatility of ITV plc shares over a three or five year period, based on the life of the options.

Vesting conditions are limited to service conditions and performance conditions. For performance-based schemes,

the relevant Group performance measures are projected to the end of the performance period in order to determine

the number of options expected to vest. This estimate of the performance measures is used to determine the option

fair value, discounted to present value. The Group revises the number of options that are expected to vest, including

an estimate of forfeitures at each reporting date based on forecast performance measures. The impact of the

revision to original estimates, if any, is recognised in the Consolidated Income Statement, with a corresponding

adjustment to equity.

Exercises of share options granted to employees can be satisfied by market purchase or issue of new shares. No new

shares may be issued to satisfy exercises under the terms of the DSA. During the year, exercises were satisfied by

using shares purchased in the market and held in the ITV Employees’ Benefit Trust as well as the issue of new shares.

Share-based compensation charges totalled £18 million in 2024 (2023: £16 million).

Share options outstanding

The table below summarises the movements in the number of share options outstanding for the Group and their

weighted average exercise price:

		2024		2023
		Weighted		Weighted
	Number	average	Number	average
	of options	exercise price	of options	exercise price
	(‘000)	(pence)	(‘000)	(pence)
Outstanding at 1 January	90,234	25.88	104,729	24.74
Granted during the year – nil priced	22,701	–	20,993	–
Granted during the year – other	9,603	57.27	16,395	59.21
Forfeited during the year	(3,570)	36.22	(4,210)	68.61
Exercised during the year – nil priced	(8,991)	–	(15,551)	–
Exercised during the year – other	(8,929)	49.38	(12,954)	49.31
Expired during the year	(6,119)	45.49	(19,168)	15.57
Outstanding at 31 December	94,929	21.45	90,234	25.88
Exercisable at 31 December	4,469	9.45	12,933	34.88

The average share price during 2024 was 72.87 pence (2023: 73.10 pence).

Of the options still outstanding, the range of exercise prices and weighted average remaining contractual life of thes e

options can be analysed as follows:

			2024			2023
			Weighted			Weighted
	Weighted		average	Weighted		average
	average	Number	remaining	average	Number	remaining
	exercise price	of options	contractual life	exercise price	of options	contractual life
Range of exercise prices (pence)	(pence)	(‘000)	(years)	(pence)	(‘000)	(years)
Nil	–	59,640	1.25	–	49,386	0.33
20.00 – 49.99	49.17	6,002	1.33	49.17	15,330	1.17
50.00 – 69.99	58.05	26,937	2.09	58.51	21,454	2.79
70.00 – 99.99	75.76	2,343	1.45	79.42	3,965	2.12
100.00 – 109.99	105.98	7	–	105.98	61	0.92
120.00 – 149.99	–	–	–	135.20	38	0.33

198

ITV plc Annual Report and Accounts 2024

Assumptions

ESP, DSA, LTIP and PSP options are valued directly by reference to the share price at date of grant.

The options granted in the current and prior year for the HMRC approved SAYE scheme, are valued using the Black-

Scholes model, using the assumptions below:

						Gross
		Share price	Exercise	Expected	Expected	dividend	Risk-free
		at grant	price	volatility	life	yield	rate	Fair value
Scheme name	Date of grant	(pence)	(pence)	%	(years)	%	%	(pence)
3 Year	5 April 2023	79.78	70.12	45.43	3.25	–	3.40	21.53
5 Year	5 April 2023	79.78	70.12	42.41	5.25	–	3.28	20.99
3 Year	13 September 2023	72.34	56.37	40.60	3.25	–	4.47	20.17
5 Year	13 September 2023	72.34	56.37	42.27	5.25	–	4.29	20.57
3 Year	15 April 2024	70.45	57.27	39.43	3.25	–	3.40	17.80
5 Year	15 April 2024	70.45	57.27	42.66	5.25	–	3.28	18.24

Employees’ Benefit Trust

The Group has investments in its own shares as a result of shares purchased by the ITV Employees’ Benefit Trust

(EBT). Transactions with the Group-sponsored EBT are included in these financial statements and consist of the

EBT’s purchases of shares in ITV plc, which is accounted for as a reduction to retained earnings.

The table below shows the number of ITV plc shares held in the EBT at 31 December 2024 and the releases from

the EBT made in the year to satisfy awards under the Group’s share schemes:

		Number of shares	Nominal value
Scheme	Shares held at	(released)/purchased	£
	1 January 2024	28,515,166	2,851,517
LTIP releases		(590,347)
DSA releases		(469,674)
ESP releases		(8,099,002)
PSP releases		(387,132)
SAYE releases		(8,940,112)
Market purchased shares		5,791,953
Transferred from Treasury		8,500,000
	31 December 2024	24,320,852	2,432,085

The total number of shares held by the EBT at 31 December 2024 represents 0.62% (2023: 0.77%) of ITV’s issued

share capital. The market value of own shares held at 31 December 2024 is £18 million (2023: £18 million).

In May 2024, 8.5 million of the shares bought back in the year, were transferred to the Group’s Employee Benefit

Trust (EBT) to satisfy maturing share awards.

The shares will be held in the EBT until such time as they may be transferred to participants of the various Group

share schemes. Rights to dividends have been waived by the EBT in respect of shares held that do not relate to

restricted shares under the DSA. In accordance with the Trust Deed, the Trustees of the EBT have the power to

exercise all voting rights in relation to any investment (including shares) held within that trust. The Trust is accounted

for as a separate entity and therefore is only accounted for in the consolidated financial statements and not included

in the ITV plc Company financial statements.

199

ITV plc Annual Report and Accounts 2024

Strategic Report Financial StatementsGovernance

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

SECTION 5: OTHER NOTES

ITV plc Annual Report and Accounts 2024

200

5.1

party

transactions

Keeping

it simple

The related parties identified by the Directors include joint ventures, associated

undertakings, fixed asset investments and key management personnel.

To enable users of our financial statements to form a view about the effects of

related party relationships on the Group, we disclose the Group’s transactions with

those related parties during the year and any associated year end trading balances.

Transactions with joint ventures and associated undertakings

Transactions with joint ventures and associated undertakings during the year were:

	2024	2023
	£m	£m
Sales to joint ventures	4	60
Sales to associated undertakings	20	13
Purchases from joint ventures	35	33
Purchases from associated undertakings	81	78

The transactions with joint ventures primarily relate to sales and purchases of digital multiplex services with

Digital 3&4 Limited. Sales to associated undertakings include airtime sales to DTV Services Limited, and the

recognition of airtime sales as part of the Group’s Media for Equity scheme. Purchases from associated undertakings

primarily relate to the purchase of news services from ITN Limited.

All transactions with associated undertakings and joint ventures arise in the normal course of business on an arm’s

length basis. The amounts owed by and to these related parties at 31 December were:

	2024	2023
	£m	£m
Amounts owed by joint ventures	–	41
Amounts owed by associated undertakings	11	10
Amounts owed to joint ventures	3	6
Amounts owed to associated undertakings	8	8

None of the balances are secured.

Balances owed by associated undertakings largely relate to Bedrock Entertainment LLC and South Shore Productions

Limited. Balances owed to associated undertakings primarily relate to amounts owed to Bedrock Entertainment LLC.

Amounts paid to the Group’s pension benefit plans are set out in note 3.8.

Transactions with key management personnel

Key management consists of ITV plc Executive and Non-executive Directors and the other members of the ITV

Executive Committee. Key management personnel compensation is as follows:

	2024	2023
	£m	£m
Short-term employee benefits	13	11
Share-based compensation	6	6
	19	17

200

ITV plc Annual Report and Accounts 2024

5.2

Contingent

assets and

liabilities

Keeping

it simple

A contingent asset or liability is an asset or liability that is not sufficiently certain to

qualify for recognition as an asset or provision where uncertainty may exist

regarding the outcome of future events.

Contingent liabilities

There are contingent liabilities in respect of certain litigation and guarantees, broadcasting issues, and in respect of

warranties given in connection with certain disposals of businesses. In addition, the determination of employment

tax status of some individuals contracted by ITV is complex and a future liability could arise in relation to this. None

of these items are expected to have a material effect on the Group’s results or financial position.

On 11 October 2023, the CMA opened an investigation into certain conduct of ITV and other named companies

in the sector relating to the production and broadcasting of television content in the UK, excluding sports content.

In November 2024, the CMA stated that it would assess the information gathered to date and that a further update

will be provided by the end of March 2025. It is not currently possible to reliably quantify any liability that might

result from the investigation. ITV is committed to complying with competition law, and is cooperating with the

CMA‘s enquiries in relation to the investigation.

5.3

Subsequent

events

Keeping

it simple

Where the Group receives information in the period between 31 December 2024

and the date of this report about conditions related to certain events that existed at

31 December 2024, we update our disclosures that relate to those conditions in light

of the new information. Such events can be categorised as adjusting or non-adjusting

depending on whether the condition existed at 31 December 2024. If non-adjusting

events are material, non-disclosure could influence the economic decisions that users

make on the basis of the financial statements. Accordingly, for each material category

of non-adjusting event after the reporting period we disclose in this section the nature

of the event and an estimate of its financial effect, or a statement that such an

estimate cannot be made.

There are no subsequent events to report.

201

ITV plc Annual Report and Accounts 2024

Strategic Report Financial StatementsGovernance

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

SECTION 5: OTHER NOTES CONTINUED

5.4

Subsidiaries

exempt

from audit

Keeping

it simple

Certain subsidiaries of the Group can take an exemption from having an audit.

Strict criteria must be met for this exemption to be taken, and it must be agreed

by the Directors of that subsidiary entity.

Listed below are subsidiaries controlled and consolidated by the Group, where the Directors have taken

the exemption from having an audit of its financial statements. This exemption is taken in accordance with

the Companies Act 2006 s479A.

Company number	Company name			Company number	Company name
04195187	12 Yard Productions (Investments) Limited			15800942	ITV SPP Limited
04145307	12 Yard Productions Limited			11723826	ITV Spy Limited
10058419	Back Productions Limited			2203983	ITV Studios Global Partnerships Limited
13087812	Big Talk Alone Limited			09498877	ITV TFG Holdings Limited
10496857	Big Talk Cold Feet Limited			11107934	ITV The Bay Limited
12092620	Big Talk Friday Limited			13087693	ITV The Reckoning Limited
11109596	Big Talk Goes Wrong Limited			12368504	ITV TLC Limited
16116907	Big Talk Help Limited			14048049	ITV Venturer Limited
13087733	Big Talk Horseface Limited			03089273	ITV Ventures Limited
13087735	Big Talk I Hate You Limited			11107431	ITV Vera Limited
07037447	Big Talk Investments Limited			13087699	ITV Y&M Limited
10528952	Big Talk Living the Dream Limited			05518785	Juice Music UK Limited
13813181	Big Talk Ludwig Limited			08297277	Mainstreet Pictures Limited
11723899	Big Talk Offenders Limited			16117245	Mammoth Screen (Betrayal) Limited
11109572	Big Talk Peacock Limited			15502127	Mammoth Screen (COS) Limited
02897434	Big Talk Pictures Limited			09355455	Mammoth Screen (End) Limited
15718662	Big Talk Secret Limited			08546227	Mammoth Screen (End2) Limited
06567813	Big Talk Studios Limited			11109917	Mammoth Screen (End6) Limited
15869612	Big Talk Transaction Limited			11908267	Mammoth Screen (End7) Limited
02936337	Boom Cymru TV Ltd			12368766	Mammoth Screen (End8) Limited
07922831	Boom Pictures Limited			10528827	Mammoth Screen (End9) Limited
03866274	Box Clever Technology Limited			13087685	Mammoth Screen (Evans) Limited
11801341	BritBox SVOD Limited			12368661	Mammoth Screen (FS) Limited
01891539	Broad Street Films Limited			13989267	Mammoth Screen (GK) Limited
02285229	Campania Limited			11995990	Mammoth Screen (MD) Limited
04159249	Carlton Content Holdings Limited			12735978	Mammoth Screen (MD2) Limited
00301188	Carlton Film Distributors Limited			13989179	Mammoth Screen (MIE) Limited
01692483	Carlton Finance Limited			11062257	Mammoth Screen (NC) Limited
03984490	Carlton Food Network Limited			09660486	Mammoth Screen (Pol2) Limited
03053908	Carlton Programmes Development Limited			10031005	Mammoth Screen (Pol3) Limited
03210452	Carlton Screen Advertising (Holdings) Limited			10528763	Mammoth Screen (Pol4) Limited
03210363	Carltonco Ninety-Six Limited			11108289	Mammoth Screen (Pol5) Limited
02280048	Castlefield Properties Limited			08799982	Mammoth Screen (Poldark) Limited
06409013	Cat’s on the Roof Media Limited			09646520	Mammoth Screen (QV) Limited
04257248	Channel Television Holdings Limited			NI678277	Mammoth Screen (TJ) Limited
08195508	Cirkus Limited			13087656	Mammoth Screen (Tower) Limited
10240192	Cloth Cat LBB Limited			15502121	Mammoth Screen (TZ) Limited
02852812	Cosgrove Hall Films Limited			10528702	Mammoth Screen (VF) Limited
08479545	Double Double Limited			11108322	Mammoth Screen (Vic3) Limited
7821062	EQ Pictures Limited			11108320	Mammoth Screen (WOF) Limited
15078072	Fifteen Days Limited			NI687412	Mammoth Screen (WOF2) Limited
05946785	Gorilla TV Group Limited			05976348	Mammoth Screen Ltd
03776018	Gorilla TV Limited			13412337	Metavision Limited
00290076	Granada Group Limited			09477931	Monumental Television Limited
03962410	Granada Limited			04201477	Morning TV Limited
03106798	Granada Media Limited			15986342	MT Frauds Limited
05344772	Granada Screen (2005) Limited			12368748	MT Ghosts Limited
00733063	Granada Television Overseas Limited			14764613	MT Marlow Murder Club Limited
00250311	Granada UK Rental and Retail Limited			13989060	MT Maryland Limited
04842712	Interactive Telephony Limited			13813329	MT Mrs Sidhu Limited
00608490	ITC Entertainment Group Limited			14763338	Output Productions Limited
00510330	ITC Entertainment Holdings Limited			07473151	Oxford Scientific Films Limited
SC375274	ITV (Scotland) Limited			15175627	Planet V Limited
11516620	ITV	112	Limited	13506403	Planet Woo Limited
12956892	ITV AdVentures Limited			09020906	Possessed Limited
14047839	ITV Archie Limited			14163547	QSP ATF Limited
02578005	ITV Breakfast Limited			14784655	QSP Buried Limited
02937518			ITV Consume r	15502132	QSP Coach House Limited
13087759	ITV Duneen Limited			14163654	QSP FMO Limited
10494684	ITV Enterprises Limited			14460916	QSP Ghosted Limited
14133299	ITV Grace Limited			14496123	QSP Men Up Limited
04159210	ITV Holdings Limited			14462220	QSP MY Limited
15800907			ITV HP Limited	13714204	QSP Nolly Limited
04159213	ITV International Channels Limited			14460933	QSP PD Limited
14846610	ITV JCDM Limited			15782700	QSP Run Away Limited
SC473179	ITV LTVC (Scotland) Limited			14048037	QSP SO limited
14863612	ITV Mandrake Limited			15801118	QSP Tip Toe Limited
13989147	ITV Maternal Limited			14460663	QSP TRK Limited
00603893	ITV Network Limited			12350991	Second Act (Grace) Limited

202

ITV plc Annual Report and Accounts 2024

Company number	Company name	Company number	Company name
15801483	ITV Newco2 Limited	09366311	Second Act Productions Limited
11723842	ITV Nightingale Limited	07714999	Sightseers Film Limited
00603471	ITV Pension Scheme Limited	03991026	So Television Limited
14461569	ITV POS Limited	15546550	TGP Critical Limited
01565625	ITV Properties (Developments) Limited	11423826	The Addressable Platform Limited
13087782	ITV Ralph and Katie Limited	07155077	The Garden Productions Limited
14460328	ITV RE Limited	02351132	TwoFour Broadcast Limited
08554937	ITV Shetland Limited	08602993	TwoFour Group Holdings Limited
05493388	TwoFour Group Limited	11109287	WP LOD5 Limited
11816700	Unforgotten Productions Limited	12116457	WP LOD6 Limited
02483078	World Productions Limited	13087865	WP Malpractice Limited
11109744	WP Anne Limited	12116461	WP Pembrokeshire Limited
15800988	WP BFB Limited	13087860	WP RM Limited
10796122	WP Bodyguard Limited	11109929	WP Save Me 2 Limited
14360979	WP Delia Limited	12368475	WP Showtrial Limited
12368643	WP Diplomat Limited	14653603	WP The Gathering Limited
13988864	WP Fifteen Limited	12368477	WP The Suspect Limited
12116627	WP Karen Pirie Limited	11109437	WP Vigil Limited
14988579	WP Lockerbie Limited

ITV Properties (Jersey) Limited is exempt from audit under article 113 of the Companies Act (Jersey) Law 1991.

203

ITV plc Annual Report and Accounts 2024

Strategic Report Financial StatementsGovernance

ITV PLC COMPANY FINANCIAL STATEMENTS

Statement of Financial Position

As at 31 December

Note

2024

£m

2023

£m

Non-current assets

Investments in subsidiary undertakings iii 3,238 3,224

Derivative financial instruments vi 1 2

Other receivables 4 4

Deferred tax asset – 2

3,243 3,232

Current assets

Amounts owed by subsidiary undertakings due within one year iv 3,522 3,569

Amounts owed by subsidiary undertakings due after more than one year iv 86 97

Amounts owed by subsidiary undertakings iv 3,608 3,666

Derivative financial instruments vi 7 5

Other receivables 17 28

Cash and cash equivalents v 259 226

3,891 3,925

Amounts owed to subsidiary undertakings iv (2,203) (3,563)

Accruals (7) (9)

Derivative financial instruments vi (7) (5)

Current liabilities (2,217) (3,577)

Net current assets 1,674 348

Borrowings v (715) (750)

Derivative financial instruments vi (20) (16)

Non-current liabilities (735) (766)

Net assets 4,182 2,814

Share capital vii 394 406

Share premium viii 174 174

Other reserves viii 55 34

Retained earnings viii 3,559 2,200

Total shareholders’ funds 4,182 2,814

The Company has elected to take the exemption under section 408 of the Companies Act 2006 from presenting the parent company

Income Statement. The Company’s profit for the year was £1,740 million (2023: £7 million).

The financial statements on pages 204 to 219 were approved by the Board of Directors on 6 March 2025 and signed on its behalf by

Chris Kennedy

Director

204

ITV plc Annual Report and Accounts 2024

Company Statement of Changes in Equity

Note

capital

£m

premium

£m

Other

reserves

£m

Retained

earnings

£m

Total

£m

Balance at 1 January 2024 vii/viii 406 174 34 2,200 2,814

Total comprehensive income for the year

Profit for the year – – – 1,740 1,740

Net gain on cash flow hedges and cost of hedging – – 9 – 9

Total comprehensive income for the year – – 9 1,740 1,749

Transactions with owners recorded directly in equity

Contributions by and distributions to owners

Equity dividends – – – (198) (198)

Movements due to share-based compensation – – – 18 18

Repurchase of shares (12) – 12 (199) (199)

Tax on items taken directly to equity – – – (2) (2)

Total transactions with owners (12) – 12 (381) (381)

Balance at 31 December 2024 394 174 55 3,559 4,182

Note

capital

£m

premium

£m

Other

reserves

£m

Retained

earnings

£m

Total

£m

Balance at 1 January 2023 vii/viii 403 174 29 2,377 2,983

Total comprehensive income for the year

Profit for the year – – – 7 7

Net gain on cash flow hedges and cost of hedging – – 5 – 5

Total comprehensive income for the year

– – 5 7 12

Transactions with owners recorded directly in equity

Contributions by and distributions to owners

Issue of shares

3 – – – 3

Equity dividends – – – (201) (201)

Movements due to share-based compensation – – – 16 16

Tax on items taken directly to equity – – – 1 1

Total transactions with owners

3 – – (184) (181)

Balance at 31 December 2023 406 174 34 2,200 2,814

205

ITV plc Annual Report and Accounts 2024

Strategic Report Financial StatementsGovernance

NOTES TO THE ITV PLC COMPANY FINANCIAL STATEMENTS

Note i

Accounting

policies

In this

section

This section sets out the notes to the ITV plc Company-only financial statements.

Those statements form the basis of the dividend decisions made by the Directors, as

explained in detail in note viii below. The notes form part of the financial statements.

Basis of preparation

The Company is a qualifying entity as it is a member of the ITV plc Group where ITV plc, the ultimate parent, prepares

publicly available consolidated financial statements. These financial statements were prepared in accordance with

Financial Reporting Standard 101 ‘Reduced Disclosure Framework’ (‘FRS 101’). The Company is registered in England

and Wales.

In preparing these financial statements, the Company applies the recognition, measurement and disclosure

requirements of international accounting standards in conformity with the requirements of the Companies Act 2006

(Adopted IFRSs), but makes amendments where necessary in order to comply with Companies Act 2006 and has set

out below where advantage of the FRS 101 disclosure exemptions has been taken.

Exemptions applied

The following exemptions from the requirements of IFRS have been applied in the preparation of these financial

statements, in accordance with FRS 101:

• Presentation of a Statement of Cash Flows and related notes

• Disclosure in respect of capital management

• Disclosure of related party transactions between wholly-owned subsidiaries and parents within a group

• Disclosures required under IFRS 2 ‘Share Based Payments’ in respect of group settled share-based compensation

• Disclosures required by IFRS 7 ‘Financial Instruments: Disclosure’

• Certain disclosures required under IFRS 13 ‘Fair Value Measurement’

• Disclosure of information in relation to new standards not yet applied

The Company proposes to continue to apply the reduced disclosure framework of FRS 101 in its next financial statements.

The financial statements have been prepared on a going concern basis.

Changes in accounting policy

New accounting standards, interpretations and amendments that are effective from 1 January 2024 have not had

a significant impact on the Company’s results or Statement of Financial Position.

Accounting standards effective in future periods

The Directors have considered the impact on the Company of new and revised accounting standards, interpretations

or amendments that are not yet effective and do not expect them to have a significant impact on the Company’s

future results and Statement of Financial Position.

Accounting judgements and estimates

The preparation of financial statements requires management to exercise judgement in applying the Company’s

accounting policies. It also requires the use of estimates and assumptions that affect the reported amounts of

assets, liabilities, income and expenses. Actual results may differ from these estimates.

Expected credit losses on amounts due from subsidiary undertakings is considered a key source of estimation uncertainty.

Subsidiaries

Subsidiaries are entities that are directly or indirectly controlled by the Company. Control exists where the Company

has the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

The investment in the Company’s subsidiaries is recorded at cost.

Foreign currency transactions

Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of the transaction.

Foreign currency monetary assets and liabilities at the balance sheet date are translated into sterling at the rate

of exchange ruling at that date. Foreign exchange differences arising on translation are recognised in the Income

Statement. Non-monetary assets and liabilities measured at historical cost are translated into sterling at the rate

of exchange on the date of the transaction.

Borrowings

Borrowings are recognised initially at fair value including directly attributable transaction costs, with subsequent

measurement at amortised cost using the effective interest rate method. The difference between initial fair value and the

redemption value is recorded in the Income Statement over the period of the liability on an effective interest basis.

206

ITV plc Annual Report and Accounts 2024

Derivatives and other financial instruments

The Company uses a limited number of derivative financial instruments to hedge its exposure to fluctuations

in interest and other foreign exchange rates. The Company does not hold or issue derivative instruments for

speculative purposes.

Derivative financial instruments are initially recognised at fair value and are subsequently remeasured at fair value

with the movement recorded in the Income Statement within net financing costs, except where derivatives qualify

for cash flow hedge accounting. In this case, the effective portion of cash flow hedge is recognised in other reserves

within equity. The cumulative gain or loss is later reclassified to the Income Statement in the same period as the

relevant hedged transaction is realised. Derivatives with positive fair values are recorded as assets and negative

fair values as liabilities.

The fair value of foreign currency forward contracts is determined by using the difference between the contract

exchange rate and the quoted forward exchange rate at the balance sheet date.

The fair value of interest rate swaps is the estimated amount that the Company would receive or pay to terminate

the swap at the balance sheet date, taking into account current interest rates and the current creditworthiness of

swap counterparties.

Third-party valuations are used to fair value the Company’s derivatives. The valuation techniques use inputs such as

interest rate yield curves and currency prices/yields, volatilities of underlying instruments and correlations between

inputs. For financial assets and liabilities classified at fair value through profit or loss, the fair value change and

interest income/expense are not separated.

Current tax

Current tax is the expected tax payable or receivable on the taxable income or loss for the year and any adjustment

in respect of previous years.

The Company recognises liabilities for anticipated tax issues based on estimates of the additional taxes that are

likely to become due, which require judgement. Amounts are accrued based on management’s interpretation of

specific tax law and the likelihood of settlement. Where the final tax outcome of these matters is different from

the amounts that were initially recorded, such differences will impact the current tax and deferred tax provisions

in the period in which such determination is made.

Deferred tax

The tax charge for the year is recognised in the Income Statement or directly in equity according to the accounting

treatment of the related transaction.

Deferred tax arises due to certain temporary differences between the carrying amount of assets and liabilities for

financial reporting purposes and those for taxation purposes. The amount of deferred tax provided is based on the

expected manner of realisation or settlement of the carrying amount of assets and liabilities. A deferred tax asset is

recognised only to the extent that it is probable that sufficient taxable profit will be available to utilise the temporary

difference. Recognition of deferred tax assets therefore involves judgement regarding timing and level of future

taxable income.

Share-based compensation

The Company utilises share award schemes as part of its employee remuneration packages, and therefore operates

a number of share-based compensation schemes, namely the Deferred Share Award (DSA), Executive Share Plan

(ESP) Performance Share Plan (PSP), Long Term Incentive Plan (LTIP) and Save As You Earn (SAYE) schemes.

A transaction will be classed as share-based compensation where the Company receives services from employees

and pays for these in shares or similar equity instruments. If the Company incurs a liability based on the price or value

of the shares, this will also fall under a share-based transaction. The Company recognises the retained earnings

impact of the share-based compensation for the Group as awards are settled in ITV plc shares. The cost of providing

those awards is recognised as a cost of investment to the subsidiaries that receive the service from employees.

The fair value of the equity instrument granted is measured at grant date and spread over the vesting period via

a charge to the Income Statement with a corresponding increase in equity. The fair value of the share options and

awards is measured using either market price at grant date or, for the SAYE scheme, a Black-Scholes model, taking

into account the terms and conditions of the individual scheme.

Vesting conditions are limited to service conditions and performance conditions. For performance-based schemes,

the relevant performance measures are projected to the end of the performance period in order to determine the

number of options expected to vest. The estimate is then used to determine the option fair value, discounted to

present value. The Company revises its estimates of the number of options that are expected to vest, including an

estimate of forfeitures at each reporting date. The impact of the revision to original estimates, if any, is recognised

in the Income Statement, with a corresponding adjustment to equity.

207

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Strategic Report Financial StatementsGovernance

NOTES TO THE ITV PLC COMPANY FINANCIAL STATEMENTS CONTINUED

Exercises of share options granted to employees can be satisfied by market purchase or issue of new shares. No new

shares may be issued to satisfy exercises under the terms of the DSA.

During the year, all exercises were satisfied by using shares held in the ITV Employees’ Benefit Trust. The Trust is

accounted for as a separate entity and therefore is only accounted for in the consolidated ITV financial statements.

Dividends to shareholders

Dividends payable to shareholders are recognised through equity on the earlier of their approval by the Company’s

shareholders or their payment. Dividends are distributed based on the realised distributable reserves (within

retained earnings) of ITV plc (Company) and not based on the Group’s retained earnings.

Note ii

Employees and

share-based

compensation

Employees

Two (2023: two) Directors of ITV plc (i.e. the Executive Directors) were employees of the Company during the year,

both of whom remain employed at the year end. The costs relating to these Directors are disclosed in the

Remuneration Report.

Share-based compensation

The weighted average share price of share options exercised during the year was 49.4 pence (2023: 49.3 pence)

(excluding nil priced share options). The options outstanding at the year end have an exercise price in the range

of nil to 105.98 pence (2023: nil to 135.20 pence) and a weighted average contractual life of one year (2023: one year)

for all the schemes in place for the Group.

Note iii

Investments

in subsidiary

undertakings

The carrying value of the Company’s investments in subsidiary undertakings at 31 December 2024 was £3,238 million

(2023: £3,224 million).

The carrying value of the Company’s investments in subsidiary undertakings is assessed for impairment on an annual

basis. Determining whether the carrying amount has any indication of impairment requires judgement. In testing

for impairment, estimates are used in deriving cash flows and the discount rates. The estimation process is complex

due to the inherent risks and uncertainties associated with long-term forecasting. The outcome of the value in use

calculation including borrowings supports the carrying value of the investments in subsidiary undertakings.

Due to the significant headroom, there is no reasonably possible scenario that would result in a material adjustment

to the amounts reported in the financial statements.

The Company’s review resulted in no impairment for 2024 (2023: no impairment).

The listing of subsidiary undertakings and investments is listed on pages 214 to 219.

Note iv

Amounts

owed (to)/from

subsidiary

undertakings

The Company operates an intra-group cash pool policy with certain 100% owned UK subsidiaries. The pool applies

to bank accounts where there is an unconditional right of set off and involves the daily closing cash position for

participating subsidiaries, whether positive or negative, being cleared to £nil via daily bank transfers to/from ITV plc.

These daily transactions create a corresponding intercompany creditor or debtor, which can result in significant

movements in amounts owed to and from subsidiary undertakings in the Company balance sheet. Interest is payable

on intra-group cash pool balances at 0.5% above base rate per annum and the balances are repayable on demand.

Other loans to subsidiary undertakings are repayable according to contractual terms. The classification of balances

as due after more than one year is based on the intention of when the balances are expected to be settled rather

than the contractual terms.

The credit risk management practices of the Company include internal review and reporting of the historical credit losses

and forward-looking data. The Company applies the IFRS 9 simplified approach in measuring expected credit losses,

which use a lifetime expected credit loss allowance for amounts due from subsidiary undertakings, and other receivables.

To measure expected credit losses, amounts due from subsidiary undertakings, and other receivables, have been

grouped by shared credit risk characteristics. In addition to the expected credit losses, the Company may make

additional provisions for the particular receivables if the deterioration of financial position is observed.

During the year, the Company provided for £2 million (2023: £22 million) of doubtful debts for amounts owed by its

subsidiary undertakings. £15 million (2023: £2 million) was written back to the Income Statement for provisions for

doubtful debts no longer required.

The recoverability of the amounts owed by subsidiary undertakings is assessed on an annual basis, or more

frequently when an indication of impairment exists. Determining whether there is an indication of impairment requires

udgement as the assessment is based on either net assets of the undertaking or forecast future performance.

208

ITV plc Annual Report and Accounts 2024

Note v

Net debt

Keeping

it simple

The Directors manage the Group’s capital structure as disclosed in section 4 to

the consolidated financial statements. Borrowings, cash and derivative financial

instruments are mainly held by ITV plc and disclosed in these Company

financial statements.

Cash and cash equivalents

At 31 December 2024, the Company has a cash position of £259 million (2023: £226 million).

Loans and loan notes due after one year

In June 2024 the Company issued a €500 million bond at a fixed coupon of 4.25% which matures in April 2032.

This Eurobond was swapped back to £422 million using cross-currency swaps with 50% having a fixed coupon of

5.8% and 50% paying 184bps over SONIA. In conjunction with this transaction, a liability management exercise was

undertaken on the €600 million 2026 Eurobond in issue, with €240 million being repaid from the proceeds of the

2032 issuance; the swaps associated with the redeemed portion were also unwound. The remaining €360 million in

issue remains at a fixed coupon of 1.375%, with maturity in September 2026, swapped to sterling (£320 million) with

the original cross-currency interest rate swaps. The fixed rate payable in sterling is c.2.9%.

A £230 million term loan was taken out in August 2023, and was fully drawn-down in December 2023. This term loan

was fully repaid with the remaining proceeds of the €500 million bond issuance

2024

£m

2023

£m

€600 million Eurobond 298 520

€500 million Eurobond

417 –

£230 million Term Loan – 230

Loans due in more than one year 715 750

See section 4.1 of the Group Notes for further details of borrowings and available facilities.

Note vi

Managing

market risks:

derivative

financial

instruments

What is the value of our derivative financial instruments?

Assets

2024

£m

Liabilities

2024

£m

Current

Foreign exchange forward contracts and swaps – fair value through profit or loss 7 (7)

Non-current

Cross-currency interest swaps – cash flow hedges – (18)

Cross-currency interest swaps – fair value hedges – (1)

Foreign exchange forward contracts and swaps – fair value through profit or loss 1 (1)

8 (27)

Assets

2023

£m

Liabilities

2023

£m

Current

Foreign exchange forward contracts and swaps – fair value through profit or loss 5 (5)

Non-current

Cross-currency interest swaps – cash flow hedges – (15)

Foreign exchange forward contracts and swaps – fair value through profit or loss 2 (1)

7 (21)

The Company employs cross-currency interest rate swaps to exchange the principal and interest coupons in a debt

instrument from one currency to another.

Currency risk

The Company’s foreign exchange policy is to use forward foreign exchange contracts and cross-currency interest

rate swaps both to manage foreign currency cash flow timing differences and to hedge foreign currency-

denominated monetary items.

Cash flow hedges

In order to fix the sterling cash outflows associated with the commitments and interest payments – which are mainly

denominated in euros – the Company has taken out forward foreign exchange contracts and cross-currency interest

rate swaps for the same foreign currency amount and maturity date as the expected foreign currency outflow.

209

ITV plc Annual Report and Accounts 2024

Strategic Report Financial StatementsGovernance

NOTES TO THE ITV PLC COMPANY FINANCIAL STATEMENTS CONTINUED

The amount recognised in other comprehensive income during the year all relates to the effective portion of the

revaluation loss associated with these contracts. A cumulative loss of £23 million (2023: £26 million of cumulative

loss) was recycled to the Income Statement to off-set movements on the hedged item, a residual value of less than

a million (2023: £7 million loss) remained on the Income Statement which was not offset.

Under IFRS 9, the Company has adopted the ‘cost of hedging’ approach which allows the recognition of the value of

the currency basis at inception of the hedge to be recorded on the Statement of Financial Position and amortised

through net financing costs in the Income Statement over the life of the bond. Any mark-to-market change in fair

value of the currency basis is recognised in ‘cost of hedging’ in the Statement of Comprehensive Income.

Fair value hedges

The Company has interest rate swaps and cross-currency interest rate swaps to hedge the exposure to changes in

the fair value of fixed rate borrowings due to interest rate and foreign currency movements which could affect the

income statement. Changes in the fair value of derivatives that are designated and qualify as fair value hedges are

recorded in the Income Statement together with any changes in the fair value of the hedged asset or liability that are

attributable to the hedged risk. The gain or loss relating to the effective portion of interest rate swaps hedging fixed

rate borrowings is recognised in the Income Statement within net financing costs together with changes in the fair

value of the hedged fixed-rate borrowings attributable to interest rate risk. The gain or loss relating to the ineffective

portion is recognised in the Income Statement.

If the hedge no longer meets the criteria for hedge accounting, the adjustment to the carrying amount of a hedged

item for which the effective interest method is used is amortised to the Income Statement over the period to

maturity using a recalculated effective interest rate.

Undiscounted financial liabilities

The Company is required to disclose the expected timings of cash outflows for each of its derivative financial liabilities.

The amounts disclosed in the table are the contractual undiscounted cash flows (including interest), so will not always

reconcile with the amounts disclosed on the Statement of Financial Position.

Carrying

value

£m

Total

contractual

cash flows

£m

Less than

1 year

£m

Between

1 and 2 years

£m

Between

2 and 5 years

£m

Over 5 years

£m

Non-current and current

Cross-currency swaps – cash

flow hedges

Inflow – 583 13 311 26 233

Outflow (18) (641) (22) (341) (37) (241)

Cross-currency swaps – fair

value hedges

Inflow – 277 9 9 26 233

Outflow (1) (320) (14) (15) (43) (248)

Foreign exchange forward contracts

and swaps – fair value through profit

or loss

Inflow 8 614 511 94 9 –

Outflow (8) (614) (511) (94) (9) –

(19) (101) (14) (36) (28) (23)

At 31 December 2023*

Carrying

value

£m

Total

contractual

cash flows

£m

Less than

1 year

£m

Between

1 and 2 years

£m

Between

2 and 5 years

£m

Over 5 years

£m

Non-current and current

Cross-currency swaps – cash

flow hedges

Inflow – 542 7 7 528 –

Outflow (15) (580) (16) (16) (548) –

Foreign exchange forward contracts

and swaps – fair value through profit

or loss

Inflow 7 614 514 100 – –

Outflow (6) (614) (514) (100) – –

(14) (38) (9) (9) (20) –

* The Company is jointly and severally liable for VAT at 31 December 2024 of £40 million (31 December 2023: £43 million)

210

ITV plc Annual Report and Accounts 2024

Note vii

Share capital

Allotted, issued

and fully paid

2024

£m

Allotted, issued

and fully paid

2023

£m

Allotted, issued and fully paid ordinary shares of 10 pence each 394 406

Total 394 406

The Company’s ordinary shares give shareholders equal rights to vote, receive dividends and to the repayment of capital.

On 1 March 2024 the ITV Group announced its intention to return the entire net proceeds from the disposal of

BritBox International to the Group’s shareholders through a share buyback. This was launched immediately following

the announcement of the Group’s results for the year ended 31 December 2023 in March 2024 (see note 4.7 for

further details).

At 31 December 2024, 270 million 10p shares had been bought back at a cost of £198 million. Of these shares,

118 million were cancelled, reducing the Company’s share capital. When such shares are cancelled they are transferred

to the capital redemption reserve. See note 4.7 for further details.

Note viii

Equity and

dividends

Keeping

it simple

ITV plc is a non-trading investment holding company and derives its profits from

dividends paid by subsidiary companies.

The Directors consider the Company’s capital structure and dividend policy at

least twice a year ahead of announcing results and do so in the context of its

ability to continue as a going concern, to execute the strategy and to invest in

opportunities to grow the business and enhance shareholder value.

The dividend policy is influenced by a number of the principal risks as identified

on pages 49 to 53 that could have a negative impact on the performance

of the Company.

In determining the level of dividend in any year, the Directors follow the dividend

policy and also consider a number of other factors that influence the proposed

dividend and dividend policy, including:

• The level of retained distributable reserves in ITV plc the Company

• Availability of cash resources (as disclosed in note 4.1 to the consolidated

financial statements)

• Future cash commitments and investment plans, to deliver the Company’s

long-term strategic plan

• Consideration of the factors underlying the Directors’ viability assessment

• The future availability of funds required to meet longer-term obligations

including pension commitments.

Equity

The retained earnings reserve includes profit after tax for the year of £1,740 million (2023: £7 million), which includes

dividends of £1,688 million from subsidiaries in 2024 (2023: £nil).

During the year, the Company provided for £2 million (2023: £22 million) of doubtful debts for amounts owed by its

subsidiary undertakings. £15 million (2023: £2 million) was written back to the Income Statement for provisions of

doubtful debts no longer required.

The recoverability of the amounts owed by subsidiary undertakings is assessed on an annual basis, or more

frequently when circumstances indicate that the carrying value may be impaired. Determining whether there is an

indication of impairment requires judgement as the assessment is based on either net assets of the undertaking or

forecast future performance.

Share buyback programme

On 1 March 2024 the ITV Group announced its intention to return the entire net proceeds from the disposal of

BritBox International to the Group’s shareholders through a share buyback. This was launched immediately following

the announcement of the Group’s results for the year ended 31 December 2023 in March 2024.

At 31 December 2024, 270 million 10p shares had been bought back at a cost of £198 million. Of these shares,

118 million were cancelled, reducing the Company’s share capital. When such shares are cancelled they are transferred

to the capital redemption reserve.

The related stamp duty costs of £1 million have reduced the Company’s retained earnings.

In May 2024, 8.5 million of the shares bought back were transferred to the Group’s Employee Benefit Trust (EBT)

to satisfy maturing share awards.

The repurchased shares held in Treasury and the shares held by the EBT are excluded in calculating the weighted

average number of shares in issue used in the Earnings per share.

211

ITV plc Annual Report and Accounts 2024

Strategic Report Financial StatementsGovernance

NOTES TO THE ITV PLC COMPANY FINANCIAL STATEMENTS CONTINUED

The share premium of £174 million remains unchanged in the year. Other reserves of £55 million (2023: £34 million)

comprises Merger reserves of £36 million (2023: £36 million) which relate to share buybacks in prior years, Translation

reserves had a net gain of £7 million (2023: net losses of £2 million) which relate to cash flow hedges and cost of hedging,

and the capital redemption reserve was £12 million (with no such reserve in 2023).

Dividends

The Board recognises the importance of the ordinary dividend to ITV shareholders. Reflecting its confidence in the

business and its strategy, as well as the continued strong cash generation, the Board proposes a final dividend of 3.3p

(2023: 3.3p), giving a full year dividend of 5.0p (2023: 5.0p) per share. In 2024, £198 million of dividends were paid (2023:

£201 million), representing a final 2023 dividend of 3.3p per share and an interim 2024 dividend of 1.7p per share.

Note ix

Contingent

liabilities

Keeping

it simple

A contingent liability is a liability that is not sufficiently certain to qualify for

recognition as a provision where uncertainty may exist regarding the outcome of

future events.

On 11 October 2023, the CMA opened an investigation into certain conduct of ITV and other named companies

in the sector relating to the production and broadcasting of television content in the UK, excluding sports content.

In November 2024, the CMA stated that it would assess the information gathered to date and that a further update

will be provided by the end of March 2025. It is not currently possible to reliably quantify any liability that might

result from the investigation. ITV is committed to complying with competition law, and is cooperating with the

CMA‘s enquiries in relation to the investigation.

There are contingent liabilities in respect of certain litigation and guarantees, broadcasting issues, and in respect

of warranties given in connection with certain disposals of businesses. None of these items are expected to have

a material effect on the Company’s results or financial position.

Under a Group registration, the Company is jointly and severally liable for VAT at 31 December 2024 of £40 million

(31 December 2023: £43 million).

The Company has guaranteed certain performance and financial obligations of subsidiary undertakings.

Note x

Capital and

other

commitments

There are contingent liabilities in respect of certain litigation and guarantees, broadcasting issues, and in respect

of warranties given in connection with certain disposals of businesses. None of these items is expected to have a

material effect on the Company’s results or financial position.

The Company enters into guarantee contracts to guarantee the performance and/or financial obligations of other

companies within the Group. In this respect, the Company treats these guarantee contracts as contingent liabilities

until it becomes probable that the Company will be required to make a payment under the relevant guarantee.

There are no capital commitments at 31 December 2024 (2023: none).

Note xi

Related party

transactions

Keeping

it simple

The related parties identified by the Directors include amounts owed to and from

subsidiary undertakings that are not wholly owned within the Group as well as

transactions with key management. The Company is a holding company with no

commercial activity.

To enable the users of the financial statements to form a view about the effects

of related party relationships on the Company, we disclose the Company’s

transactions with those during the year.

Transactions with subsidiary undertakings that are not wholly owned

The amounts owed by and to these related parties at the year end were:

2024

£m

2023

£m

Amounts owed by subsidiary undertakings that are not wholly owned 4 42

Amounts owed to subsidiary undertakings that are not wholly owned (3) (24)

Amounts owed by subsidiary undertakings that are not wholly owned relate mainly to funding provided to production

companies in our Studios division.

Amounts owed to subsidiary undertakings that are not wholly owned, relate mainly to amounts owed to 3sixtymedia

Limited and other entities within our Studios division.

212

ITV plc Annual Report and Accounts 2024

Transactions with key management personnel

Key management consists of ITV plc Executive Directors.

Key management personnel compensation, on an accounting basis, is as follows:

2024

£m

2023

£m

Short-term employee benefits 4 3

Share-based compensation 3 2

7 5

Total emoluments and gains on share options received by key management personnel in the year were:

2024

£m

2023

£m

Emoluments 3 2

Gains on exercise of share options 1 1

4 3

213

ITV plc Annual Report and Accounts 2024

Strategic Report Financial StatementsGovernance

Wholly-owned subsidiary undertakings of the Company at 31 December 2024, all of which are wholly owned (directly or indirectly)

and incorporated and registered where stated.

Company Name Country % Holding

12 Yard Productions (Investments) Limited (1)(a) UK 100

12 Yard Productions Limited (1)(a) UK 100

Back Productions Limited (6)(a) UK 100

Big Talk Alone Limited (1)(a) UK 100

Big Talk Cold Feet Limited (1)(a) UK 100

Big Talk Friday Limited (1)(a) UK 100

Big Talk Goes Wrong Limited (1)(a) UK 100

Big Talk Help Limited (1)(a) UK 100

Big Talk Horseface (1)(a) UK 100

Big Talk I Hate You Limited (1)(a) UK 100

Big Talk Investments Limited (1)(a) UK 100

Big Talk Living the Dream Limited (1)(a) UK 100

Big Talk Ludwig Limited (1)(a) UK 100

Big Talk Offenders Limited (1)(a) UK 100

Big Talk Peacock Limited (1)(a) UK 100

Big Talk Pictures Limited (1)(a) UK 100

Big Talk Secret Limited (1)(a) UK 100

Big Talk Studios Limited (1)(a) UK 100

Big Talk Transaction Limited (1)(a) UK 100

Boom Cymru TV Ltd (4)(a) UK 100

Boom Pictures Limited (1)(a) UK 100

Box Clever Technology Limited (1)(a) UK 100

Box Clever Trustees Limited (62)(a) UK 100

BritBox SVOD Limited (1)(a) UK 100

Broad Street Films Limited (1)(a) UK 100

Campania Limited (1)(a)(k) UK 100

Carlton Communications Limited* (1)(a)(d) UK 100

Carlton Content Holdings Limited (1)(a) UK 100

Carlton Film Distributors Limited (1)(a) UK 100

Carlton Finance Limited (1)(a) UK 100

Carlton Food Network Limited (1)(a) UK 100

Carlton Programmes Development Limited (1)(a) UK 100

Carlton Screen Advertising (Holdings) Limited (1)(a) UK 100

Carltonco Ninety-Six (1)(a)(f) UK 100

Castlefield Properties Limited (1)(a) UK 100

Cat’s on the Roof Media Limited (1)(a) UK 100

Channel Television Holdings Limited (1)(a) UK 100

Cirkus Limited (1)(a) UK 100

Cloth Cat LBB Limited (4)(a) UK 100

Cosgrove Hall Films Limited (1)(a) UK 100

Double Double Limited (1)(a) UK 100

EQ Pictures Limited (1)(a) UK 100

Fifteen Days Limited (1)(a) UK 100

GIL Limited (1)(a) UK 100

Gorilla TV Group Limited (4)(a) UK 100

Gorilla TV Limited (4)(a) UK 100

Granada Film (1)(a) UK 100

Granada Film Productions Limited (1)(a) UK 100

Granada Group Limited (1)(a) UK 100

Granada Limited (1)(a) UK 100

Granada Media Limited (1)(a)(l) UK 100

Granada Screen (2005) Limited (1)(a) UK 100

Granada Television Limited (1)(a) UK 100

Granada Television Overseas Limited (1)(a) UK 100

Granada UK Rental and Retail Limited (1)(a)(e) UK 100

Interactive Telephony Limited (1)(a) UK 100

Company Name Country % Holding

International Television Enterprises London Limited (1)(a)(d) UK 100

ITC Distribution (1)(a) UK 100

ITC Entertainment Group Limited (1)(a) UK 100

ITC Entertainment Holdings Limited (1)(a) UK 100

ITV (Scotland) Limited (16)(a) UK 100

ITV 112 Limited (7)(a) UK 100

ITV AdVentures Limited (1)(a) UK 100

ITV Archie Limited (1)(a) UK 100

ITV Breakfast Broadcasting Limited (1)(a) UK 100

ITV Breakfast Limited (1)(a) UK 100

ITV Broadcasting Limited (1)(a) UK 100

ITV Central Limited (1)(a) UK 100

ITV Consumer Limited (1)(a) UK 100

ITV DC Trustee Limited (1)(a) UK 100

ITV Digital Channels Limited (1)(a) UK 100

ITV Duneen Limited (1)(a) UK 100

ITV Enterprises Limited (1)(a) UK 100

ITV Grace Limited (1)(a) UK 100

ITV Holdings Limited (1)(a) UK 100

ITV HP Limited (1)(a) UK 100

ITV International Channels Limited (1)(a) UK 100

ITV Investments Limited* (1)(a) UK 100

ITV JCDM Limited (1)(a) UK 100

ITV LTVC (Scotland) Limited (16)(a) UK 100

ITV Mandrake Limited (1)(a) UK 100

ITV Maternal Limited (1)(a) UK 100

ITV Meridian Limited (1)(a) UK 100

ITV Newco1 Limited (1)(a) UK 100

ITV Newco2 Limited (1)(a) UK 100

ITV Nightingale Limited (1)(a) UK 100

ITV Pension Scheme Limited (1)(a)(b) UK 100

ITV POS Limited (1)(a) UK 100

ITV Properties (Developments) Limited (1)(a) UK 100

ITV Ralph and Katie Limited (1)(a) UK 100

ITV RE Limited (1)(a) UK 100

ITV Rights Limited (1)(a) UK 100

ITV Services Limited (1)(a)(e) UK 100

ITV Shetland Limited (1)(a) UK 100

ITV SPP Limited (1)(a) UK 100

ITV Spy Limited (1)(a) UK 100

ITV Studios (Israel) Limited (1)(a) UK 100

ITV Studios Global Partnerships Limited (1)(a) UK 100

ITV Studios Limited (1)(a) UK 100

ITV Supplementary Pension Scheme Limited (1)(a) UK 100

ITV TFG Holdings Limited (1)(a) UK 100

ITV The Bay Limited (1)(a) UK 100

ITV The Reckoning Limited (1)(a) UK 100

ITV TLC Limited (1)(a) UK 100

ITV TSP Limited (1)(a) UK 100

ITV Venturer Limited (1)(a) UK 100

ITV Ventures Limited (1)(a) UK 100

ITV Vera Limited (1)(a) UK 100

ITV Wales & West Limited (1)(a) UK 100

ITV Y&M Limited (1)(a) UK 100

ITV2 Limited (1)(a) UK 100

Juice Music UK Limited (1)(a) UK 100

Subsidiary undertakings and investments

214

ITV plc Annual Report and Accounts 2024

Company Name Country % Holding

London News Network (1)(a) UK 100

London Weekend Television Limited (1)(a) UK 100

LWT (Holdings) Limited (1)(a)(c) UK 100

Mainstreet Pictures Limited (3)(a) UK 100

Mammoth Screen (Betrayal) Limited (1)(a) UK 100

Mammoth Screen (COS) Limited (1)(a) UK 100

Mammoth Screen (End) Limited (1)(a) UK 100

Mammoth Screen (End2) Limited (1)(a) UK 100

Mammoth Screen (End6) Limited (1)(a) UK 100

Mammoth Screen (End7) Limited (1)(a) UK 100

Mammoth Screen (End8) Limited (1)(a) UK 100

Mammoth Screen (End9) Limited (1)(a) UK 100

Mammoth Screen (Evans) Limited (1)(a) UK 100

Mammoth Screen (FS) Limited (1)(a) UK 100

Mammoth Screen (GK) Limited (1)(a) UK 100

Mammoth Screen (MD) Limited (1)(a) UK 100

Mammoth Screen (MD2) Limited (1)(a) UK 100

Mammoth Screen (MIE) Limited (1)(a) UK 100

Mammoth Screen (NC) Limited (1)(a) UK 100

Mammoth Screen (Pol2) Limited (1)(a) UK 100

Mammoth Screen (Pol3) Limited (1)(a) UK 100

Mammoth Screen (Pol4) Limited (1)(a) UK 100

Mammoth Screen (Pol5) Limited (1)(a) UK 100

Mammoth Screen (Poldark) Limited (1)(a) UK 100

Mammoth Screen (QV) Limited (1)(a) UK 100

Mammoth Screen (TJ) Limited (21)(a) UK 100

Mammoth Screen (Tower) Limited (1)(a) UK 100

Mammoth Screen (TZ) Limited (1)(a) UK 100

Mammoth Screen (VF) Limited (1)(a) UK 100

Mammoth Screen (Vic3) Limited (1)(a) UK 100

Mammoth Screen (WOF) Limited (1)(a) UK 100

Mammoth Screen (WOF2) Limited (21)(a) UK 100

Mammoth Screen Ltd (1)(a) UK 100

Metavision Limited (1)(a) UK 100

Monumental Television Limited (1)(a) UK 100

Morning TV Limited (1)(a) UK 100

MT Frauds Limited (1)(a) UK 100

MT Ghosts Limited (1)(a) UK 100

MT Marlow Murder Club Limited (1)(a) UK 100

MT Maryland Limited (1)(a) UK 100

MT Mrs Sidhu Limited (1)(a) UK 100

New Providence Productions Limited (1)(a) UK 100

Output Productions Limited (2)(a) UK 100

Oxford Scientific Films Limited (4)(a) UK 100

Planet V Limited (1)(a) UK 100

Planet Woo Limited (1)(a) UK 100

Possessed Limited (1)(a) UK 100

QSP ATF Limited (1)(a) UK 100

QSP Buried Limited (1)(a) UK 100

QSP Coach House Limited (1)(a) UK 100

QSP FMO Limited (1)(a) UK 100

QSP Ghosted Limited (1)(a) UK 100

QSP Men Up Limited (4)(a) UK 100

QSP MY Limited (1)(a) UK 100

QSP Nolly Limited (1)(a) UK 100

QSP PD Limited (1)(a) UK 100

QSP Run Away Limited (1)(a) UK 100

QSP SO limited (1)(a) UK 100

Company Name Country % Holding

QSP TRK Limited (1)(a) UK 100

SDN Limited (1)(a) UK 100

Second Act (Grace) Limited (1)(a) UK 100

Second Act Productions Limited (1)(a) UK 100

Sightseers Film Limited (1)(a) UK 100

So Television Limited (1)(a) UK 100

TGP Critical Limited (1)(a) UK 100

The Addressable Platform Limited UK 100

The Garden Productions Limited (1)(a) UK 100

TwoFour Broadcast Limited (2)(a) UK 100

TwoFour Group Holdings Limited (1)(a) UK 100

TwoFour Group Limited (2)(a) UK 100

Unforgotten Productions Limited (3)(a) UK 100

UTV Limited (20)(a) UK 100

UTV Pension Scheme Limited (20)(a) UK 100

Westcountry Television Limited (1)(a) UK 100

World of Sport Wrestling Limited (1)(a) UK 100

World Productions Limited (1)(a) UK 100

WP Anne Limited (1)(a) UK 100

WP Bodyguard Limited (1)(a) UK 100

WP Delia Limited (1)(a) UK 100

WP Diplomat Limited (1)(a) UK 100

WP Fifteen Limited (1)(a) UK 100

WP Karen Pirie Limited (1)(a) UK 100

WP Lockerbie Limited (1)(a) UK 100

WP LOD5 Limited (1)(a) UK 100

WP LOD6 Limited (1)(a) UK 100

WP Malpractice Limited (1)(a) UK 100

WP Pembrokeshire Limited (1)(a) UK 100

WP RM Limited (1)(a) UK 100

WP Save Me 2 Limited (1)(a) UK 100

WP Showtrial Limited (1)(a) UK 100

WP The Gathering Limited (1)(a) UK 100

WP The Suspect Limited (1)(a) UK 100

WP Vigil Limited (1)(a) UK 100

Yorkshire Television Limited (1)(a) UK 100

Artist Services Cable Pty Ltd (22)(a) Australia 100

Artist Services Investments Pty Limited (22)(a) Australia 100

Artist Services Productions Pty Ltd (22)(a) Australia 100

Granada Media International (Australia) Pty Ltd (22)(a) Australia 100

Granada Media Investments (Australia) Pty Ltd (22)(a) Australia 100

Granada Productions Pty Ltd (22)(a) Australia 100

ITV Services Pty Ltd (22)(a) Australia 100

ITV Studios Australia Pty Limited (22)(a) Australia 100

ITV Studios Global Distribution Pty Limited (22)(a) Australia 100

Totally Full Frontal Productions Pty Limited (22)(a) Australia 100

ITV Holdings (Cayman) Limited (23)(a) Cayman Islands 100

ITV Studios Denmark Holdings Aps (56)(a) Denmark 100

United Productions ApS (57)(a) Denmark 100

ITV Studios Finland Oy (31)(a) Finland 100

Granada (Fiji) Pte Ltd. (36)(a) Fiji 100

ITV Studios France Holdings SAS (49)(a) France 100

ITV Studios TV France (49)(a) France 100

ITV Studios France SAS (49)(a) France 100

Phara Prod International (37)(a) France 100

Tangaro (37)(a) France 100

Tetra Media Studios SAS (37)(a) France 100

Bildergarten Entertainment GmbH (41)(a) Germany 100

215

ITV plc Annual Report and Accounts 2024

Strategic Report Financial StatementsGovernance

Company Name Country % Holding

ITV Studios Germany GmbH (24)(a) Germany 100

ITV Studios Germany Holdings GmbH (24)(a) Germany 100

ITV Studios Germany Fiction GmbH (41)(a) Germany 100

Oystercatcher GmbH (41)(a) Germany 100

Windlight Pictures GmbH (35)(a) Germany 100

Elecrent Insurance Limited (17)(a) Guernsey 100

ITV Studios Global Distribution (Hong Kong) Limited (44)(a) Hong Kong 100

Talpa China Limited (43)(a) Hong Kong 100

Cattleya International Srl (30)(a) Italy 100

Cattleya Srl (30)(a) Italy 100

Radio Cattleya Srl (30)(a) Italy 100

Armoza International Media Ltd (42)(a) Israel 100

Channel Television Limited (18)(a) Jersey 100

ITV London Properties Limited (19)(a) Jersey 100

ITV Properties (Jersey) Limited (19)(a) Jersey 100

Global Music & Talent Agency B.V. (32)(a) Netherlands 100

ITV (Europe) Holdings B.V.* (32)(a) Netherlands 100

ITV Studios Global Entertainment B.V. (32)(a) Netherlands 100

ITV Studios Holding B.V.* (32)(a) Netherlands 100

ITV Studios Netherlands B.V. (33)(a) Netherlands 100

ITV Studios Netherlands Content B.V. (33)(a) Netherlands 100

ITV Studios Netherlands Drama B.V. (34)(a) Netherlands 100

ITV Studios Netherlands Holding B.V. (34)(a) Netherlands 100

ITV Studios Norway AS (54)(a) Norway 100

ITV GE (Asia) Pte Limited (59)(a) Singapore 100

Cattleya Producciones SL (30)(a) Spain 100

ITV Studios Netherlands Servicios SL (63)(a) Spain 100

ITV Studios Spain SL (60)(a) Spain 100

ITV Studios Scandinavia Holdings AB (45)(a) Sweden 100

ITV Studios Sweden Drama AB (45)(a) Sweden 100

ITV Studios Sweden AB (45)(a) Sweden 100

ITV Studios Germany GmbH, Köln,

Zweigniederlassung Zürich (46)(m) Switzerland 100

ITV Studios Arabia Holding Ltd (48)(a) UAE 100

ALB1819 Productions Inc. (25)(j) USA 100

Carlton Media Company, Inc. (25)(j) USA 100

Cranktown Productions Inc. (25)(j) USA 100

Critical Productions Inc (25)(j) USA 100

Electric Farm Entertainment Holdings Inc. (25)(j) USA 100

Feeding Time Productions, LLC (29)(h) USA 100

Feeling Flush Productions Inc (25) (j) USA 100

Fourth State Productions Inc (25) (j) USA 100

Gear Shop Inc. (25)(j) USA 100

Got A Text Inc. (25)(j) USA 100

Granada Cracker US Productions (27)(j) USA 100

Granada Television International, Inc. (25)(j) USA 100

Grafting 101, Inc. (25)(j) USA 100

Gurney Productions, LLC (27)(h) USA 100

GWC Enterprises Inc. (25)(j) USA 100

Hamdon Entertainment, Inc. (25)(j) USA 100

High Noon Group, LLC (25)(h) USA 100

High Noon Productions, LLC (28)(h) USA 100

ITC Distribution, LLC (25)(h) USA 100

ITC Entertainment Group, Inc (25)(j) USA 100

ITC Films, LLC (25)(h) USA 100

ITC Productions, LLC (25)(h) USA 100

ITV America Inc. (25)(j) USA 100

ITV Bedrock Holding, Inc. (25)(h) USA 100

ITV Believe Holding, Inc. (25)(j) USA 100

Company Name Country % Holding

ITV Blumhouse Holding Inc (25)(j) USA 100

ITV Diga Holding, Inc (25)(j) USA 100

ITV Entertainment Services Inc.( 30)(j) USA 100

ITV Studios Global Distribution, Inc.(25)(j) USA 100

ITV Gurney Holding Inc. (25)(j) USA 100

ITV HN Holding Inc. (25)(j) USA 100

ITV International Corporation (25)(j) USA 100

ITV Leftfield Holding Inc. (25)(j) USA 100

ITV New Form Holding Inc. (25)(j) USA 100

ITV NewTV Holding Inc. (25)(j) USA 100

ITV Popco Holding Inc. (25)(j) USA 100

ITV Southpoint Holding Inc (25)(j) USA 100

ITV Studios America Inc. (25)(j) USA 100

ITV Studios, Inc. (27)(j) USA 100

ITV Studios The Voice USA, Inc. (27)(j) USA 100

ITV SVOD Holding Inc. (25)(j) USA 100

ITV Thinkfactory Holding Inc. (25)(j) USA 100

ITV Tomorrow Holding, Inc. (25)(j) USA 100

ITV US Holdings, Inc. (25)(j) USA 100

JB Entertainment Holding Company, Inc. (25)(j) USA 100

Kirkstall Road Enterprises, Inc. (25)(j) USA 100

Krewed Inc (25)(j) USA 100

Leftfield Entertainment, LLC (25)(h) USA 100

Leftfield Pictures of NY Holdings, LLC (25)(h) USA 100

Leftfield Pictures of NY, LLC (25)(h) USA 100

Leftfield Ventures, LLC (25)(h) USA 100

Loud Television, LLC (25)(h) USA 100

LWT Enterprises Inc. (25)(j) USA 100

Marriage Boot Camp Reality Stars, LLC (25)(h) USA 100

Moving Pictures Services Inc. (25)(j) USA 100

Outpost Entertainment LLC, (25)(h) USA 100

Over the Pond Productions, Inc. (25)(j) USA 100

Poison Pen Studios Inc. (25)(j) USA 100

Post 460 Inc (25)(j) USA 100

Quay Street Enterprises, Inc. (25)(j) USA 100

Sandia Pictures Inc (25)(j) USA 100

Sirens Media, LLC (25)(h) USA 100

Solowe Productions Inc (25)(j) USA 100

Southbank Studios Inc. (25)(j) USA 100

Southsquare Productions Inc. (25)(j) USA 100

The Casting Hive Inc. (25)(j) USA 100

Thinkfactory Group, LLC (25)(h) USA 100

Thinkfactory Media, LLC (25)(h) USA 100

Upper Ground Enterprises, Inc. (25))(j) USA 100

Subsidiary undertakings and investments continued

216

ITV plc Annual Report and Accounts 2024

OTHER SUBSIDIARIES, JOINT VENTURES, ASSOCIATES AND OTHER SIGNIFICANT HOLDINGS

Company Name Country % Holding

Absolutely Rights Limited (5)(f) UK 20

That Mitchell and Webb Company Limited (6)(a) UK 20

BARB Audiences Limited (61)(i) UK 20.6

Live Tech Games Limited (60)(a)(e) UK 21.21

Route 24 Limited (13)(a) UK 24.9

Clearcast Limited (8)(a) UK 25

DTV Services Limited (10)(a) UK 25

Koska Limited (39)(a) UK 25

South Shore Productions Limited (40) (a) UK 25

Wolf TV Limited (1)(a) UK 25.5

Thinkbox TV Limited (12)(a) UK 28.58

Independent Television News Limited (11)(a) UK 40

Malacara Limited (4)(a) UK 49

British Film-Makers Limited (1)(a) UK 50

Digital 3 and 4 Limited (9)(a) UK 50

Noho Film and Television Limited (14)(a) UK 50

Standard Music Limited (15)(a) UK 50

Tell Me Everything Limited (14)(a) UK 50

Eagle Eye Bookish Limited (1)(a) UK 62.5

Eagle Eye BWD2 Limited (1)(a) UK 62.5

Eagle Eye Drama Limited (1)(a) UK 62.5

Eagle Eye F2F Limited (1)(a) UK 62.5

Eagle Eye HP Limited (1)(a) UK 62.5

Eagle Eye HP2 Limited (1)(a) UK 62.5

Eagle Eye HP3 Limited (1)(a) UK 62.5

Eagle Eye Patience 2 Limited (1)(a) UK 62.5

Eagle Eye Patience Ltd (1)(a) UK 62.5

Eagle Eye Production Alpha Ltd (1)(a) UK 62.5

Eagle Eye Production Beta Ltd (1)(a) UK 62.5

Eagle Eye PT2 Limited (1)(a) UK 62.5

Eagle Eye PT3 Limited (1)(a) UK 62.5

Eagle Eye PT4 Limited (1)(a) UK 62.5

Eagle Eye PT5 Limited (1)(a) UK 62.5

Eagle Eye QBBOT Limited (1)(a) UK 62.5

Eagle Eye S2 Limited (1)(a) UK 62.5

Eagle Eye TCND Limited (1)(a) UK 62.5

Eagle Eye TCNDS2 Limited (1)(a) UK 62.5

Eagle Eye TFM Limited (1)(a) UK 62.5

3sixtymedia Limited (1)(a) UK 80

Escapade Bidco Limited (1)(a) UK 81.04

Plimsoll Productions Limited (1)(a) UK 81.04

Plimsoll International Ltd (1)(a) UK 81.04

PP Brunel Productions Limited (1)(a) UK 81.04

PP More Productions Limited (1)(a) UK 81.04

PP Shandan Productions Limited (1)(a) UK 81.04

Year on Earth Productions Ltd (1)(a) UK 81.04

Titan Productions Ltd (1)(a) UK 81.04

Magnify Content Media Ltd (1)(a) UK 81.04

Hartswood Films Limited (1)(a) UK 51

Count Dracula Ltd (1)(a) UK 51

Douglas is Cancelled Limited (1)(a) UK 51

Dracula TV Limited (1)(a) UK 51

Hartswood Television Limited (1)(a) UK 51

Inside Man Limited (1)(a) UK 51

Sherlock TV Limited (1)(a) UK 51

The Devil’s Hour Limited (1)(a) UK 51

ATP Post Pty Ltd (22)(a) Australia 51

ES Productions Pty Ltd (22)(a) Australia 51

Lingo Pictures Pty Ltd (22)(a) Australia 51

Lingo Platinum Productions Pty Ltd (22)(a) Australia 51

Messenger Productions Pty Ltd (22)(a) Australia 51

Prosper Productions Pty Ltd (22)(a) Australia 51

Queen of Oz Productions Pty Ltd (22)(a) Australia 51

Happy Duck Films BV (64)(a) Belgium 56.4

Company Name Country % Holding

Apple Tree Productions ApS (58)(a) Denmark 51

Gedesel (38)(a) France 50

SCI MD 60 (37)(a) France 50

Macondo Productions Audiovisuels (37)(a) France 51

Good Cop (55)(a) France 56.01

Eldorado Fiction (37)(a) France 62.4

Beaubourg Stories (55)(a) France 70.01

Beaubourg Fiction (55)(a) France 72.51

Tetra Media Fiction (37)(a) France 78

Colette Productions (37)(a) France 80

Shoot Again Productions (37)(a) France 95

Beaubourg Audiovisual (37)(a) France 95

Think Cattleya Srl (30)(a) Italy 50

Moontrip S.r.l (30) (a) Italy 75

Appletree Productions AB (45)(a) Sweden 51

ITV Studios Middle East FZ-LLC (48)(a) UAE 90.2

Bedrock Entertainment LLC (25)(h) USA 40

Southrock Productions LLC (25)(h) USA 40

Circle of Confusion Television Studios LLC (25)(h) USA 51

South Circle Productions LLC (25)(h) USA 51

Jaffe/Braunstein Entertainment, LLC (26)(h) USA 51

Big Return Productions LLC (25)(h) USA 52.5

Tomorrow Friends LLC (25)(h) USA 52.5

Work Friends LLC (25)(h) USA 52.5

Bertha Productions LLC (25)(h) USA 70

Tomorrow Studios LLC (25)(h) USA 70

Next Steps Productions, LLC (25)(h) USA 70

Plimsoll Productions USA, Inc (25)(j) USA 80.8

Yellow Productions USA, Inc (25)(j) USA 80.8

217

ITV plc Annual Report and Accounts 2024

Strategic Report Financial StatementsGovernance

MEMBERSHIPS, PARTNERSHIPS AND COMPANIES LIMITED BYGUARANTEE

Company Name Country % Holding

ITV Network Limited (1)(i) UK 100

ITV LTVC Scottish Limited Partnership (52)(h)** UK 100

ITV Scottish Limited Partnership (52)(h)** UK 100

Producers Rights Agency Limited (50)(i) UK 50

DTT Multiplex Operators Limited (51)(i) UK 25

Everyone TV Limited (10)(i) UK 25

Futureflip Entertainment India LLP (53)(h) India 100

The Lab Television 2013 Limited Partnership (47)(a) Israel 50

The Lab Television Limited (47)(a) Israel 50

ADDRESS KEY

(1) ITV White City, 201 Wood Lane, London

W12 7RU, United Kingdom

(2) Twofour Studios, Estover, Plymouth,

Devon, PL6 7RG, United Kingdom

(3) Kingsbourne House, 229–231 High Holborn,

London, WC1V 7DA, United Kingdom

(4) Gloworks, Porth Teigr Way, Cardiff, Wales,

CF10 4GA, United Kingdom

(5) 18 The Glasshouse Studios, Fryern Court

Road, Fordingbridge, Hampshire, SP6 1NG,

United Kingdom

(6) 26 Nassau Street, London, W1W 7AQ,

United Kingdom

(7) Orange Tower, Media City UK, Salford

M50 2HF

(8) 4 Roger Street, 2nd Floor, London,

WC1X 2JX, United Kingdom

(9) 124 Horseferry Road, London, SW1P 2TX,

United Kingdom

(10) Tryptych Bankside, 6th Floor, 185 Park

Street, London, SE1 9SH

(11) 200 Gray’s Inn Road, London, WC1X 8HF,

United Kingdom

(12) Holborn Gate 326-330 High Holborn,

London, WC1V 7PP

(13) 124 Finchley Road, London, NW3 5JS

(14) 5 Elstree Gate Elstree Way Borehamwood

Hertfordshire WD6 1JD

(15) Roundhouse, 212 Regent’s Park Road,

London, NW1 8AW, United Kingdom

(16) Quartermile One, 15 Lauriston Place,

Edinburgh, Scotland, EH3 9EP,

United Kingdom

(17) PO Box 230, Heritage Hall, Le Merchant

Street, St Peter Port, Guernsey, GY1 4JH

(18) Le Capelain House, Castle Quay, St. Helier,

JE2 3EH, Jersey

(19) Ogier House, The Esplanade, St. Helier,

JE4 9WG, Jersey

(20) City Quays 2, 8th Floor, 2 Clarendon Road,

Belfast, BT1 3YD, United Kingdom

(21) Office 306, Forsyth House, Cromac

Square, Belfast, Northern Ireland, BT2 8LA,

United Kingdom

(22) Level 4, 19 Harris Street Pyrmont

NSW 2009

(23) Ocorian Trust (Cayman) Limited, Windward

3, Regatta Office Park, PO Box 1350,

Grand Cayman KY1-1108, Cayman Islands

(24) Agrippastraße, 87-93, 50676,

Köln, Germany

(25) The Corporation Trust Company,

Corporate Trust Center, 1209 Orange

Street, Wilmington, Newcastle,

DE 19801, USA

(26) 321 Southern Beverly Drive, Suite M,

Beverly Hills, CA 90212, USA

(27) C T Corporation System, 330 N Brand Blvd,

STE 700, Glendale, CA, 91203-2336 USA

(29) CT Corporation System, 3867 Plaza Tower

Drive East Baton Rouge Parish, Baton

Rouge, LA 70816, USA

(30) Piazzale Valerio Massimo, 7, 00162,

Roma, Italy

(31) Hämeentie 15A, 00500 Helsinki, Finland

(32) Familie de Mollaan 1, 1217 ZB,

Hilversum, Netherlands

(33) Koos Postemalaan 8, 1217 ZC,

Hilversum, Netherlands

(34) Haarlemmer Houttuinen, 21 1013 GL,

Amsterdam, Netherlands

(35) Rumfordstrasse 21a, Munchen,

80469, Germany

(36) Level 3, Pacific House, Butt Street.

Suva, Fiji

(37) 60 rue Marcel Dassault, 92100,

Boulogne-Billancourt, France

(38) 4 rue de Commaille, 75007, Paris, France

(39) Europa House, Goldstone Villas, Hove,

Sussex BN3 3RQ

(40) 210 High Holborn, London, England,

WC1V 7HD

(41) Genthiner Strasse 5, 10785 Berlin,

Germany

(42) 16 Haarbaa St, Tel Aviv 6473916, Israel

(43) 11/F, Unit B, Winbase Centre, 208 Queen’s

Road Central, Sheung Wan, Hong Kong

(44) Rooms 517–520, 5th Floor, Sun Hung Kai

Centre, 30 Harbour Road, Wan Chai,

Hong Kong

(45) Soder Malarstrand 65, 11825,

Stockholm, Sweden

(46) Scharenmoosstrasse 105, 8052,

Zurich, Switzerland

(47) 23 Habarzel Street, Tel Aviv, 69710, Israel

(48) Building 2, Dubai Media City, Dubai, UAE

(49) 12 boulevard des Iles, 92130

Issy-les-Moulineaux, Paris, France

(50) Fitzrovia House, (3rd Floor), 153-157

Cleveland Street, London, W1T 6QW,

United Kingdom

(51) Triptych Bankside, 6th Floor, 185 Park

Street, London, SE1 9SH

(52) C/O Dentons UK and Middle East LLP,

Quartermile One 15 Lauriston Place,

Edinburgh, EH3 9EP

(53) #1302, Tower-3, Indiabulls Finance Centre,

Senapati Bapat Road, Elphinstone Road

(West), Mumbai, Mumbai City,

Maharashtra 40013, India

(54) Lars Hilles Gate 30, 5008, Bergan, Norway

(55) 5–7 rue Saint-Augustin, 75002,

Paris, France

(56) DLA Piper Denmark, Radhuspladsen 4,

1550 Kobenhavn V, Denmark

(57) Finsensvej 6E, 2000, Frederiksberg,

Denmark

(58) Aumento Advokatfirma, Ny Osteragde 3,4,

1101, Kobenhavn, Denmark

(59) 101c Telok Ayer Street, Singapore 068574

(60) Calle Velaquaz 18, 6-D, 28001 Madrid,

Spain

(61) 4th Floor 114 St. Martin’s Lane, London,

WC2N 4BE

(62) Portwall Place, Portwall Lane, Bristol,

BS1 6NA

(63) Calle Puccini 3, San Bartolome de Tirajana,

35109 Las Palmas, Gran Canaria, Spain

(64) Schalignhoevedreef 20D, 2800 Mechelen,

Belgium

Subsidiary undertakings and investments continued

218

ITV plc Annual Report and Accounts 2024

INTEREST KEY

(a) Ordinary

(b) Deferred

(d) Redeemable preference

(e) Cumulative preference

(f) Cumulative redeemable preference

(g) Convertible preference

(h) Membership / Partnership

(i) Guarantee

(j) Common

(k) Preference

(l) Part Preference

(m) Branch

* Direct subsidiary

** Having met the criteria under Regulation 7 of the Partnership (Account) Regulations 2008 (SI 2008/569) these Limited Partnerships have taken the exemption to deliver accounts

to the Registrar of Companies

219

ITV plc Annual Report and Accounts 2024

Strategic Report Financial StatementsGovernance

Glossary

Advertiser funded platform or channel –

platform or channels that include advertising

as part of the user experience e.g. ITV Family

of channels, ITVX

Broadcasters’ Audience Research Board

(BARB) – organisation owned by broadcasters

and advertisers, providing data on linear

and online television viewing statistics by

UK households

Catch up viewing – non‑live viewing of

recently broadcast television programmes,

either via a recording device, often called

apersonal video recorder (PVR) or digital

video recorder (DVR), such as Sky or through a

streaming service such as ITVX, BBC iPlayer,

Channel 4 or My5

Channel 3 licences – the 15 regional licences

and one national licence awarded to transmit

Channel 3 across the UK. All are owned by ITV

except for two of the regional licences which

are owned by STV

FAST channels – Free Ad‑supported

Streaming TV services – curated, data‑driven

channels that are always on with content

that evolves and changes depending on

viewer preferences

Free‑to‑air (FTA) television – viewing of

television through devices not requiring

asubscription such as the Freeview or

Freesatservices

Intellectual Property (IP) – intangible

property that is the result of creativity

Inventory – advertising inventory is the

number of advertisements or amount of

advertising space, which we have available

tosell to advertisers

Impact or Commercial Impact – one

Commercial Impact is defined as one viewer

watching one 30‑second television

commercial

ITV Family – the ITV family of linear TV

channels which includes ITV1, ITV2, ITV3,

ITV4, ITVBe, CITV (which moved onto ITVX

inH2 2023) and all associated +1 and

HDequivalents

Linear television – television service where

the viewer has to watch a scheduled TV

programme at the particular time it is

offered,and on the particular channel

itispresented on

Net Advertising Revenue (NAR) – the

amount of money received by a broadcaster

as payment for television spot advertising

netof any commission paid to agencies

Non‑consolidated licensees – the two

regional channel 3 licences that ITV does not

own. These licences are owned by STV and

revenues received from these licences for

ITVprogramming content are referred to

asminority revenues

Ofcom – communications regulator in

theUKwho regulate the TV, radio and

video‑on‑demand sectors, fixed‑line

telecoms (phones), mobiles and postal

services, plus the airwaves over which

wireless devices operate

SDN – multiplex operator owned by ITV, which

operates one of the eight national multiplex

licences in the UK on Freeview

Simulcast viewing – viewing live TV channels

via a broadcaster’s streaming service such

asITVX, at the same time as broadcast on

linear TV

Spot advertising – linear television

advertising occupying a short break during

orbetween programmes

Streaming service – online provider of

unlimited, on‑demand streaming of

contentsuch as TV shows, films and original

programming over the internet to a TV,

computer, or mobile device

Subscriptions – users of ITVX’s premium tier.

It includes those who pay ITV directly, those

who are paid for by an operator, and free

trialists. Prior to the closure in 2024, it also

included subscribers to the BritBox UK service

on Amazon Prime Video Channels along with

the BritBox UK standalone app. Before the

launch of ITVX in December 2022, this also

included ITV Hub+ subscriptions

Subscription streaming service – a paid‑for,

subscription streaming service available

tosubscribers on demand but fora fee

e.g.ITVXpremium

Total Advertising Revenue (TAR) – this

includes ITV Family NAR, advertising via ITVX,

programme sponsorship revenue andother

affiliated advertising revenue streams

YouView – a joint venture (with the

BBC,Channel 4, Channel 5, BT, TalkTalk,

andArqiva) to operate and promote a

hybrid television platform combining

Freeview channels with catch up and

on‑demand service

220

ITV plc Annual Report and Accounts 2024

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