A VISUAL - WATCH WHATEVER YOU WANT. WHENEVER YOU WANT IT. ENTER HERE THE AGE OF FREE CHOICE - Sky

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A VISUAL - WATCH WHATEVER YOU WANT. WHENEVER YOU WANT IT. ENTER HERE THE AGE OF FREE CHOICE - Sky
Business Overview

     A VISUAL

                               WATCH WHATEVER YOU WANT.
                               WHENEVER YOU WANT IT. ENTER
                               HERE THE AGE OF FREE CHOICE.

12   Annual Report June 2005
A VISUAL - WATCH WHATEVER YOU WANT. WHENEVER YOU WANT IT. ENTER HERE THE AGE OF FREE CHOICE - Sky
42,566 INCREASE IN SUBSCRIBERS
 54,960 INCREASE IN DIGITAL SUBSCRIBERS, 13,705 REDUCTION
 IN UHF SUBSCRIBERS, 1,311 INCREASE IN OTHER
                                                                            20.2%
                                                                            SHARE OF VIEWING IN

619,168 SUBSCRIBERS
AT 30 JUNE 2005 – 538,366 DIGITAL, 78,650 UHF, 2,152 OTHER
                                                                            NEW ZEALAND HOMES FOR
                                                                            THE JUNE 2005 YEAR (1)

86 DIGITAL CHANNELS
                                                                            39.7%
17 BASIC, 4 SPORT, 5 MOVIE, 25 MUSIC, 35 OTHER

118 VIEWING HOURS
 AVERAGE VIEWING HOURS PER SUBSCRIBER
                                                         (1)
                                                                            NEW ZEALAND HOMES
                                                                            CONNECTED TO
                                                                            SKY AT 30 JUNE 2005
 PER MONTH IN THE 2005 YEAR

1,600,402                                      PAY-PER-VIEW PURCHASES
                                               IN THE 2005 YEAR
“PIRATES OF THE CARIBBEAN – THE CURSE OF THE BLACK PEARL”
 MOST PURCHASED MOVIE IN THE 2005 YEAR

1,416,668                                    VIEWERS OF ALL BLACKS VERSUS
                                             LIONS, 25 JUNE 2005 (1)
THE MOST WATCHED EVENT ON SKY IN THE 2005 YEAR

283,754                                 VIEWERS OF
                                        “GANGS OF NEW YORK” (1)
THE MOST WATCHED MOVIE ON SKY MOVIES IN 2005

 (1)   Source: Nielsen Media Research / All viewers 5+                                      SKY Box Office
A VISUAL - WATCH WHATEVER YOU WANT. WHENEVER YOU WANT IT. ENTER HERE THE AGE OF FREE CHOICE - Sky
Business Overview

                                    THE CONCEPT OF PAY TV WAS REVOLUTIONARY WHEN IT WAS
                                    BROUGHT TO NEW ZEALAND BY SKY IN 1990.

                                    The concept of pay TV was revolutionary              > The deregulation of broadcasting in April
                                    when it was brought to New Zealand by SKY              1988 provided SKY with the opportunity to
         TODAY
                       39.7%
              NEW ZEALAND HOMES
                   PAY A MONTHLY
                                    in 1990. Most of the country laughed at a
                                    business plan that was based on customers
                                    paying for a television service. Back in 1990, all
                                    television was free – there were three channels
                                                                                           purchase four national UHF frequencies and
                                                                                           offer a three-channel terrestrial pay TV service
                                                                                           to households throughout New Zealand.
                                                                                           The service commenced in 1990.
          TELEVISION SUBSCRIPTION   to watch and few could see the opportunity to
                                                                                         > SKY’s UHF service implemented the then
                                    expand the entertainment options available to
                                                                                           recently developed “smartcard” encryption
                                    viewers and charge them for this service.
                                                                                           technology. This meant that cards could be
                                    This shift in paradigm, from a market where            replaced if the encryption system was ever
                                    consumers expected all television to be “free”,        broken, rather than having to replace the
                                    to a market where consumers are prepared to pay        decoder. This ensured the security of SKY’s
                                    for a quality television entertainment experience,     pay TV content, creating a scarce commodity
                                    has occurred on a gradual basis. Today, 39.7% of       that could be charged for. This system is still
                                    New Zealand homes have accepted this shift and         in use by SKY today.
                                    willingly pay a monthly television subscription.
                                                                                         > SKY was one of the first companies in the
                                    This is a lot less than in some markets – such as
                                                                                           world to implement direct-to-home (“DTH”)
                                    the US, where pay TV has been in existence for
                                                                                           satellite television broadcasting in 1997.
                                    more than 50 years – but it is at a scale where
                                                                                           The launch of a satellite television service was
                                    most observers now accept that pay TV is here to
                                                                                           only made possible by Optus Networks Pty
                                    stay. SKY is therefore well positioned to become
                                                                                           Limited (“Optus”) having previously launched
                                    an increasingly important component of all
                                                                                           a satellite (Optus B1) with sufficient
                                    New Zealanders’ discretionary leisure spending.
                                                                                           transponder power over New Zealand.
                                    Fifteen years on, and SKY is still on a mission to     This satellite capacity was made available to
                                    be New Zealand’s most successful entertainment         SKY on an incremental basis, which facilitated
                                    company. This means SKY must continue to               a staged approach to growth.
                                    introduce revolutionary entertainment options
                                                                                         > This increased SKY’s coverage to New Zealand
                                    to enhance its position in the market and provide
                                                                                           homes from 75% on the UHF platform to
                                    returns to its shareholders.
                                                                                           100% coverage, immediately increasing
                                    HISTORICAL DEVELOPMENT                                 the size of the potential market. SKY’s initial
                                    SKY’s business today is quite different from           satellite transmissions were analogue, with the
                                    the business that was launched in 1990.                capacity to distribute two analogue television
                                    The developments highlight how a market                channels per satellite transponder.
                                    can evolve over time and the significant impact
                                                                                         > The development of Moving Picture Experts
                                    that technology can have on a pay TV platform.
                                                                                           Group 2 (“MPEG2”) compression technology
                                    It also highlights the challenge management
                                                                                           enabled more video channels to be
                                    faces in both selecting appropriate technologies
                                                                                           compressed into a data stream. With MPEG2,
                                    and carefully timing their introduction to
                                                                                           SKY was able to distribute 16 television
                                    the marketplace:
                                                                                           channels per transponder. This facilitated
                                    > SKY was originally established as a pay TV           multi-channel pay TV via satellite, creating
                                      service offering international sports events         a viable alternative to the traditional cable
                                      to pubs and clubs utilising large                    systems, which can be uneconomic where
                                      satellite-dish technology.                           populations are geographically dispersed,
                                                                                           such as in New Zealand.

14   Annual Report June 2005
A VISUAL - WATCH WHATEVER YOU WANT. WHENEVER YOU WANT IT. ENTER HERE THE AGE OF FREE CHOICE - Sky
The Living Channel                                                    SKY 1                                    The History Channel

> The move to a DTH satellite service required                                               With a total of 619,168 subscribers at 30 June
  significant investment by SKY in a new                                                     2005, SKY’s subscriber base has grown for the
                                                                                                                                                  WITH A TOTAL OF 619,168
  broadcast distribution system and providing                                                15th year in a row, to the point where we have
                                                                                                                                                  SUBSCRIBERS AT 30 JUNE 2005,
  subscribers with new decoders and satellite                                                39.7% of the homes in New Zealand subscribing
                                                                                                                                                  SKY’S SUBSCRIBER BASE HAS
  dishes. Competitive threats from new cable                                                 to SKY. The net gain in subscribers for the year
                                                                                                                                                  GROWN FOR THE 15TH YEAR
  entrants meant that SKY was forced to be                                                   was 42,566, slightly above the 35,000 to
  an early adopter of this technology, which                                                 40,000 that is currently targeted by
                                                                                                                                                  IN A ROW TO THE POINT
  resulted in high development costs.                                                        management each year.
                                                                                                                                                  WHERE WE HAVE 39.7% OF
                                                                                                                                                  THE HOMES IN NEW ZEALAND
> SKY’s decision in 1992 to offer wholesale                                                  This target is set on the basis that this is a       SUBSCRIBING TO SKY.
  access to its content to third party distributors                                          level of growth that can be managed within
  had a significant impact on the pay TV                                                     SKY’s current infrastructure and can be
  landscape in New Zealand. Both Telecom                                                     achieved without having to heavily discount
  and TelstraClear obtained the surety of being                                              installation rates, which can increase churn
  able to gain access to SKY’s television content                                            or rate of disconnect.
  for distribution over their own platforms.
                                                                                             SKY’s research suggests that consumers’ attitudes
  TelstraClear now offers SKY content over its
                                                                                             towards subscribing to pay TV change over time,
  cable platform in Wellington and Christchurch,
                                                                                             so that at any point in time around 14% (1) of the
  while Telecom currently resells SKY’s DTH
                                                                                             population indicate that they would “possibly”
  satellite service. These agreements secured
                                                                                             subscribe to SKY, before finally signing up.
  SKY’s role as an aggregator of pay TV content,
                                                                                             This percentage has remained reasonably
  at the same time preserving SKY’s ability to
                                                                                             consistent over the last six years and continues
  operate its own distribution platform. Should
                                                                                             to be at these levels.
  new distribution technologies develop in the
  future, then SKY is well positioned to continue                                            The ultimate determinant of the economic
  to offer its content via third party platforms.                                            value of SKY will be the terminal penetration
                                                                                             level of pay TV in New Zealand.
SUBSCRIBER GROWTH
                                                                                             Management continues
The success of SKY in introducing pay TV to New
                                                                                             to believe that SKY’s
Zealand is demonstrated by the following chart:
                                                                                             penetration will
                                                                                             gradually increase in
                                          35"3#2)"%23
                                                                                             the future, as it has in
                                                                                             the past, and sees no
              
                                                                                             reason why it couldn’t
              
                                                                                             grow to the 70%+
              
                                                                                             levels seen in more
      S

                                                                                          mature markets.
              

              

                                                            
                                            &INANCIAL 9EAR

                               5(&              3ATELLITE        7HOLESALE

(1)    Source: Nielsen Media Research – June 2005                                                                                                              Annual Report June 2005   15
A VISUAL - WATCH WHATEVER YOU WANT. WHENEVER YOU WANT IT. ENTER HERE THE AGE OF FREE CHOICE - Sky
Business Overview

                               THE FOCUS FOR SKY DURING THE 2005 YEAR HAS BEEN TO ENSURE THAT THE
                               BUSINESS IS WELL POSITIONED TO CONTINUE ON ITS HISTORICAL GROWTH PATH.

                               STRATEGIC DEVELOPMENTS                               Television Station Upgrade
                               The focus for SKY during the 2005 year has been      The SKY board has committed to upgrading
                               to ensure that the business is well positioned to    SKY’s 15-year-old television station to a digital,
                               continue on its historical growth path. A number     server-based architecture over the next 36
                               of strategically important decisions have been       months. This will create a tapeless environment
                               taken during the year and although subscribers       which will provide a number of operational
                               are yet to see the benefits of these, they will be   efficiencies. The new station will be designed to
                               significant to SKY for a number of years to come:    output up to 112 standard-definition channels
                                                                                    across two sites and will provide the capability to
                               Launch of a Personal Video Recorder
                                                                                    offer widescreen on all channels, Dolby 5.1 digital
                               SKY has committed to offering the next
                                                                                    sound and high-definition (“HD”) television.
                               generation of a hard-drive decoder, “MY SKY”
                               also known as a personal video recorder or PVR.      Optus D1 Satellite
                               Already available in the UK, US and Australia,       SKY has continued to monitor the construction
                               this decoder will revolutionise television viewing   of the new Optus D1 Satellite, which has been
                               and will greatly enhance the value of a pay TV       purpose-built for SKY’s DTH requirements by
                               subscription. The features of this decoder are       Orbital Sciences of the US. Although there
                               described more fully on pages 24–25.                 have been some delays in the construction
                                                                                    programme, the craft is scheduled to be launched
                               Mobile Video Clips
                                                                                    by June 2006. A second back-up satellite, D1R,
                               SKY has entered into agreements with Telecom
                                                                                    is also under construction by Orbital Sciences
                               and Vodafone to provide SKY video content to
                                                                                    and is scheduled to be completed in
                               mobile devices. This reinforces SKY’s position as
                                                                                    November 2006, if it is required.
                               an aggregator of content and demonstrates our
                               willingness to provide content on alternative        Audience Measurement System
                               distribution platforms.                              One of the challenges in operating a multi-
                                                                                    channel television platform is obtaining reliable
                               Site Expansion
                                                                                    information on what subscribers are viewing.
                               SKY is committed to running an integrated pay
                                                                                    SKY has committed to purchasing software that
                               TV operation from one site. SKY has expanded its
                                                                                    will monitor subscriber viewing directly from the
                               operations to a neighbouring site and continues
                                                                                    decoder, returning this information to a central
                               to place importance on closely integrating all
                                                                                    database via a modem. The system is in use by
                               customer-facing activities with the operation of
                                                                                    BSkyB in the UK and will greatly enhance the
                               the television station, creation of the content,
                                                                                    information that is available to SKY on subscriber
                               marketing of the product and with the senior
                                                                                    viewing levels. This information will then be used
                               management of the business.
                                                                                    to enhance programming decisions and ensure
                                                                                    we are paying fair value for content.

16   Annual Report June 2005
A VISUAL - WATCH WHATEVER YOU WANT. WHENEVER YOU WANT IT. ENTER HERE THE AGE OF FREE CHOICE - Sky
The Living Channel                 SKY Sport                           Disney

Renewal of SANZAR                                    Renewal of UHF Network Licences
Viewership figures confirm that SKY’s SANZAR         In June 2005, SKY committed to paying a              VIEWERSHIP FIGURES
contract, which provides SKY with the exclusive      renewal price of $4.5 million to the Crown for its
                                                                                                          CONFIRM THAT SKY’S
live rights to all top-level rugby played in         four UHF network licences. This money is payable
                                                                                                          SANZAR CONTRACT, WHICH
New Zealand (including the Super 12, Tri-Nations     in September 2009 and secures SKY’s access to
                                                                                                          PROVIDES SKY WITH THE
and NPC), is SKY’s most valuable product.            these licences for a further ten years beyond the
                                                                                                          EXCLUSIVE LIVE RIGHTS
SKY was pleased to renew this contract in            current licence period, which expires in 2010.
May 2005 for a further five years at prices          With the licences secure, SKY will evaluate the
                                                                                                          TO ALL TOP-LEVEL RUGBY
(in US dollar terms) that were similar to the        most appropriate use for them in the future.
                                                                                                          PLAYED IN NEW ZEALAND
levels currently being paid. The new contract
                                                                                                          (INCLUDING THE SUPER 12,
                                                     Optus B1 Satellite                                   TRI-NATIONS AND NPC),
has additional benefits for SKY in that the season
                                                     On 23 May 2005 there was a failure of the            IS SKY’S MOST VALUABLE
has been extended by the introduction of a
                                                     satellite control processor (“SCP”) on the           PRODUCT.
Super 14 competition (94 versus 69 games
                                                     Optus B1 satellite. This served to highlight
per annum), an expanded Tri-Nations
                                                     the importance of satellite communication to
(9 versus 6 games per annum) and an expanded
                                                     SKY’s pay TV business and the importance of
NPC (70 versus 48 games per annum).
                                                     our relationship with Optus. Optus successfully
Purchase of DVD Unlimited                            switched to the back-up SCP on B1 and the craft
In October 2004, SKY announced the purchase          has been successfully operating on this back-up
of the assets of DVD Unlimited, an on-line DVD       SCP since this time. However, if this back-up
rental business. Although subscribers to this        SCP were to fail, there would be a loss of signal
service utilise a website to order the DVD titles    for SKY subscribers until a new satellite could be
they want to borrow, the distribution mechanism      positioned at 160° east, which is where SKY’s
is very low-tech in that DVDs are posted to a        subscriber dishes are currently pointing. SKY has
subscriber via NZ Post. This demonstrates that       entered into an arrangement with Optus which
the technology for cost-effectively downloading      will ensure that a back-up satellite can be moved
movies to a television set is still some way off.    into position within seven days, should this be
However, SKY’s involvement in this business will     necessary. SKY would meet the costs of this move.
ensure it is well positioned to take advantage of
any future technological developments
in this area.

                                                                                                                       Annual Report June 2005   17
A VISUAL - WATCH WHATEVER YOU WANT. WHENEVER YOU WANT IT. ENTER HERE THE AGE OF FREE CHOICE - Sky
Business Overview

                                                                                        OF GREAT CHOICE
                               PROVIDING GREAT CHOICE FOR SUBSCRIBERS MEANS:
       Discovery Channel                                                                                                                          SKY Box Office

                                     CREATING CONTENT THAT
                                     SUBSCRIBERS WANT TO WATCH:
                                     > VIEWING ON BASIC TIER CHANNELS UP 9% (1)
                                     > AVERAGE DIGITAL VIEWING UP 1.1% TO 118 HOURS PER MONTH (1)

                                                                                          PROVIDING A TAILORED PACKAGE OF SERVICES
                                                                                          > 48% OF DIGITAL SUBSCRIBERS PURCHASING THE PREMIUM
                                                                                            “BASIC + SPORT + MOVIE” PACKAGES
                                                                                          > 11,485 SUBSCRIBERS MIGRATED FROM THE UHF TO THE
                                     SKY Sport
                                                                                            SATELLITE SERVICE DURING THE 2005 YEAR

                               OPERATING A MULTI-CHANNEL TELEVISION BUSINESS IS ALL ABOUT GIVING
                               SUBSCRIBERS CHOICE AND WITH A TOTAL OF 86 CHANNELS AT 30 JUNE 2005,
                               THERE ARE PLENTY OF ENTERTAINMENT OPTIONS TO CHOOSE FROM.
                               SKY’s share of the viewing in New Zealand homes                                    availability of other entertainment options, you
                               on a twelve-month rolling basis has remained at                                    would expect the number of hours to plateau at
                               around the 20% (2) level during the 2005 year.                                     some point.
                               The average level of viewing per subscriber per
                                                                                                                  It is also interesting to look at where the viewing is
                               day has also been relatively flat for SKY over the
                                                                                                                  occurring on SKY. The following graph illustrates
                               2005 year, at around 3.9 hours (1) per day.
                                                                                                                  most of the increase in viewing has been
                               This is not surprising as SKY has not had the
                                                                                                                  occurring on the pass-through channels, which
                               satellite capacity to increase the number of
                                                                                                                  are those on the basic tier for digital subscribers.
                               channels available to subscribers, so the content
                               has not changed over the year. This compares to
                                                                                                                           6)%7%2 (/523 0%2 $)')4!, 35"3#2)"%2 0%2 !..5- 
                               the 25% increase in the moving annual average
                                                                                                                           
                               viewing during the 2004 year when SKY launched
                                                                                                                           
                               Disney, The History Channel and UKTV.                                                       
                                                                                                                           
                               The amount of time subscribers spend watching
                                                                                                                   (OURS

                                                                                                                           
                               SKY each month is important, as the more time                                               
                               spent watching SKY the greater value subscribers                                            
                                                                                                                           
                               are getting from their monthly subscription.
                                                                                                                           
                               There are, however, only so many hours in a day;                                              
                                                                                                                                 $%#    *5.     $%#       *5.      $%#       *5.
                               so with work and family commitments and the
                                                                                                                                         -OVIES         3PORT           0ASS 4HROUGH

                               (1)   Source: Nielsen Media Research / All SKY digital viewers 5+
                               (2)   Source: Nielsen Media Research / All viewers 5+
18   Annual Report June 2005   (3)   Source: Nielsen Media Research / All SKY digital viewers 5+, plus SKY data
A VISUAL - WATCH WHATEVER YOU WANT. WHENEVER YOU WANT IT. ENTER HERE THE AGE OF FREE CHOICE - Sky
SKY Sport

OFFERING VALUE
FOR MONEY:
COST PER VIEWING HOUR
REMAINS CONSTANT IN 2005
YEAR AT 53 CENTS (3)

                           CHURN:
                           DOWN TO AN ALL-TIME
                           LOW OF 15.8%
Juice TV

                                                 AN INCREASING NUMBER
                                                 OF HOUSEHOLDS IN
                                                 NEW ZEALAND ARE CHOOSING
                                                 TO BE ENTERTAINED BY SKY.

                                                                             Annual Report June 2005   19
A VISUAL - WATCH WHATEVER YOU WANT. WHENEVER YOU WANT IT. ENTER HERE THE AGE OF FREE CHOICE - Sky
Business Overview

                                    Sports viewing has remained relatively constant      mean a decline in gross margin per subscriber
                                    over the year, while there has been a 6% decline     as the sports tier costs are fixed regardless of
                                    in movie viewing during the year. The growth in      subscriber numbers.

                 CHURN
              WAS LOWER THAN FOR
                                    basic tier viewing is pleasing as there have been
                                    no new channels launched during the year. The
                                    decline in movie viewing is likely to reflect the
                                                                                         The UHF service has fewer options for
                                                                                         subscribers, as the choice is limited to purchasing
                                                                                         a combination of sport, movies and the Discovery
                ANY PREVIOUS YEAR   continued growth in DVD sales and could also
                                                                                         Channel. The percentage of UHF subscribers
                                    reflect the quality of the titles released during
                                                                                         purchasing all three services is declining and
                                    the year.
                                                                                         comprised 58.7% of UHF subscribers at 30 June
                                    SKY digital subscribers pay a monthly fee to         2005, down from 64.1% at 30 June 2004.
                                    access a basic tier of channels (see inside back     The “sport-only” service was being purchased
                                    cover) and have the option of subscribing            by 39.8% of UHF subscribers at 30 June 2005,
                                    to additional services such as a sports tier,        up from 34.7% at 30 June 2004. This reflects
                                    movie tier, The Arts Channel, Rialto Channel,        that most of the 11,485 UHF subscribers that
                                    digital music channels, a rugby channel and          migrated to the satellite platform in the 2005
                                    games channels.                                      year were subscribers purchasing the “Sport
                                                                                         + Movie” package.
                                    As SKY’s subscriber base grows, the percentage
                                    of digital subscribers purchasing SKY’s premium      Although this information on product penetration
                                    package of “Basic + Movie + Sport” is declining,     gives an indication of the subscriber trends, we
                                    with these subscribers now representing 47.7%        emphasise that we are comparing subscriber mix
                                    of digital subscribers, down from 51.3% at 30        at a particular point in time; there is considerable
                                    June 2004. There is growth in the number of          movement across packages during the year.
                                    digital subscribers purchasing the “Basic + Sport”
                                                                                         CHURN
                                    package (from 29.7% to 31.9%) and “Basic +
                                                                                         The range of choices available to subscribers
                                    Movies” package (up from 6.6% to 8.8% of
                                                                                         includes the choice to disconnect SKY if the
                                    digital subscribers). Although this change in
                                                                                         subscription no longer represents value for
                                    subscriber mix does impact average revenue per
                                                                                         money. This is referred to in the industry as
                                    subscriber (“ARPU”), it does not necessarily
                                                                                         “churn”, and it is a measure of the percentage
                                                                                         of subscribers who disconnect their service
                                                                                         either voluntarily or due to a failure to pay their
                                                                                         account. SKY calculates churn on a rolling gross
                                                                                         annual basis, which means each month we
                                                                                         calculate the subscribers who have disconnected
                                                                                         as a percentage of the average subscriber
                                                                                         numbers for that month, and total these monthly
                                                                                         percentages over the last twelve months. As the
                                                                                         following graph illustrates, SKY continues to be
                                                                                         successful in reducing the level of gross churn
                                                                                         on a rolling annual basis:

20   Annual Report June 2005
A VISUAL - WATCH WHATEVER YOU WANT. WHENEVER YOU WANT IT. ENTER HERE THE AGE OF FREE CHOICE - Sky
SKY Sport                                                    MGM                                                       National Geographic

                                                                                  VALUE
                   2/,,).' !..5!, '2/33 #(52.                                     For a pay TV company to succeed, it must offer
                                                                                                                                                          THE FACT THAT CHURN
                                                                                “value for money” to its subscribers. One measure
                                                                                of this “value” is to divide the average cost per
                                                                                                                                                          HAS DECLINED WHILE
                                                                                month to a subscriber, as measured by satellite
                                                                                                                                                          THE COST PER HOUR HAS
     
                                                                                  ARPU, by the average number of hours of SKY
                                                                                                                                                          REMAINED UNCHANGED

     
                                                                                  digital that are viewed each month. In the 2005                         SUGGESTS THE SERVICE
     
                                                                                  year, the cost per hour has remained relatively                         CONTINUES TO REPRESENT
     
                                                                                  constant with the 2004 year figure at 53 cents                          VALUE FOR MONEY.
                                                                  per hour. While we would like to see this
                                       'ROSS #HURN                                declining, the fact that churn has declined while
                                                                                  the cost per hour has remained unchanged
                                                                                  suggests the service continues to represent
There is a difference in the level of churn on SKY’s                              value for money.
digital and UHF platform, shown as follows on a
                                                                                  Another measure of the relative affordability
monthly basis:
                                                                                  of SKY is to construct a “Big Mac Index” for
                                                                                  pay TV services. The following chart indicates
                           -/.4(,9 #(52. 30,)4                                    the number of Big Macs it would take to
                                                                                 purchase a full package of pay TV services in
                                                                                  a particular country:
     

 
                                                                                                                         ")' -!# ).$%8
                                                                                                        

                                                                                                         
                                                                                    .UMBER OF "IG -ACS

                                                                                                        
         *5, !5'    3%0    /#4 ./6 $%#        *!.   &%"   -!2   !02     -!9 *5.
                                                                                                         
              $IGITAL          $IGITAL          5(&          5(& 
                                                                                                         

                                                                                                         

This graph illustrates that there is no longer a                                                         

spike in churn in summer months, which did                                                               
                                                                                                              &/84%,       3+946      $)2%#46   "3+9"
occur in earlier years when SKY’s pay TV offering                                                              !53         .:         53      5+
                                                                                                                                  
was based mainly on its exclusive rights to winter
sports codes, especially rugby. The service is now
more balanced, offering sports throughout the
                                                                                  As can be seen from the chart, SKY continues to
year, together with a range of basic channels
                                                                                  have the most affordable offering based on this
that have broad appeal throughout the year (for
                                                                                  measure. In interpreting this table, we recognise
example, The Living Channel, E!, The History
                                                                                  that with New Zealand’s relatively low level of
Channel, Disney and UKTV).
                                                                                  disposable income, SKY needs to be offering a
On a monthly basis, churn was lower in the 2005                                   more affordable product. SKY’s full package of
year than it had been in the 2004 year. The 2004                                  pay TV services is also a lot smaller than that
year also suffered from the spike in UHF churn                                    offered in larger markets such as the US, where
that occurred in the period September to January                                  economies of scale are such that companies like
when the rugby world cup was free-to-air and                                      DIRECTV offer more than 200 channels of pay
there was no end-of-season tour by the All Blacks.                                TV in their premier service offering.

                                                                                                                                                                      Annual Report June 2005   21
Business Overview

                               AT THE HEART OF SKY’S OPERATIONS IS TECHNOLOGY,
                               AS IT IS TECHNOLOGY THAT DETERMINES THE PRODUCTS AND
                               SERVICES THAT CAN BE OFFERED TO SUBSCRIBERS.

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22   Annual Report June 2005
FUTURE TECHNOLOGY
WIDESCREEN TV ON ALL CHANNELS

HIGH-DEFINITION TV TO
PROVIDE MORE CLARITY

IPTV (INTERNET PROTOCOL TV)
– INTERNET SERVICES DELIVERED
VIA TV OVER ADSL (ASYMMETRIC
DIGITAL SUBSCRIBER LINE)

VIDEO ON DEMAND

                                Annual Report June 2005   23
Business Overview

                                          AT 30 JUNE 2005, ALMOST 800,000 HOMES HAD BEEN INSTALLED WITH A
                                          SATELLITE DISH, WHICH REPRESENTS APPROXIMATELY 50% OF NEW ZEALAND HOMES.

                                          SATELLITE NETWORK                                            At 30 June 2005, almost 800,000 homes
                                          SKY’s digital satellite network was launched                 had been installed with a satellite dish,

                               487
                               $
                 INSTALLATION COST
                                          in December 1998 and was one of the first
                                          DTH satellite pay TV platforms in the world.
                                          The competitive dynamics in the New Zealand
                                          marketplace were such that SKY was forced into
                                                                                                       which represents approximately 50% of
                                                                                                       New Zealand homes.

                                                                                                       The average age of SKY digital decoders is
                                                                                                       3.8 years old and we have some decoders that
                        A DECLINE OF 5%   moving to a multi-channel platform before its
                                                                                                       are now 6.5 years old and still in service.
                                          investment in a UHF network had been fully
                                                                                                       The following table provides an age profile of
                                          recovered. The costs of rolling out a satellite
                                                                                                       the digital decoders owned by SKY:
                                          DTH platform were significant, both in terms of
                                          the back-office infrastructure required to receive,
                                          encrypt, compress and broadcast a multiple                     Year Purchased        Age               Percentage
                                          number of channels, and in terms of the cost of
                                                                                                         1999                  6 to 7 years         11.4%
                                          the decoders that were individually addressable
                                                                                                         2000                  5 to 6 years         17.8%
                                          via the satellite and had the capability of two-way
                                                                                                         2001                  4 to 5 years         24.8%
                                          communication via a dial-up modem and other
                                                                                                         2002                  3 to 4 years         11.4%
                                          interactive features (impulse pay-per-view, voting,
                                          email, etc). At the outset, digital installations              2003                  2 to 3 years         12.8%

                                          were costing over $800 with subscribers                        2004                  1 to 2 years           8.7%
                                          contributing up to $650 per install. However,                  2005                  0 to 1 year          13.1%
                                          the NZ dollar cost of satellite installations has                                                        100.0%
                                          steadily declined as the US dollar cost of decoders
                                          and satellite dishes has fallen and the NZ dollar
                                          has appreciated in value. For the 2005 year,                 SKY continues to depreciate its digital decoders
                                          installation costs had fallen to $487 from $512 for          and installation costs over five years. The net
                                          the 2004 year, a decline of 5%, as can be seen in            book value of digital decoders (excluding
                                          the following graph:                                         associated equipment) at 30 June 2005 was
                                                                                                       $51 million and capitalised satellite installation
                                                          #/34 /& $)')4!, ).34!,,
                                                                                                       costs was $89 million.

                                                                                                   “MY SKY” PERSONAL VIDEO RECORDER (PVR)
                                              
                                                                                                       SKY commenced development of a PVR during
                                                                                                       the year and plans to launch this in December
                                              
                                                                                                       2005. A PVR represents the latest technology in
                                          
                                                                                                    satellite television as it gives subscribers the ability
                                              
                                                                                                       to customise their television viewing experience,
                                                                                                       thereby enhancing the value that is received from
                                                
                                                             their subscription.
                                                                                            &ORECAST
                                                              $ECODER     -ATERIAL,ABOUR              In simple terms, a PVR is a decoder with around
                                                                                                       60 hours of video storage capability on a hard
                                                                                                       drive. The decoder has two tuners, which means

24   Annual Report June 2005
SKY Sport                            Disney                              BBC World

a channel can be recorded while another channel        events can easily be recorded and watched at a
is watched or two channels can be recorded at          time that is convenient. The ability to fast-forward
                                                                                                              A PVR REPRESENTS THE
the same time. The decoder also has a                  quickly through programmes is also valuable,
                                                                                                              LATEST TECHNOLOGY IN
60-minute buffer, so that whatever is being            as is the ability to pause live television. With two
                                                                                                              SATELLITE TELEVISION
watched is also being recorded which creates the       tuners and integration to the EPG, subscribers
ability for a subscriber to pause live television,     are able to record and watch more of the
                                                                                                              AS IT GIVES SUBSCRIBERS
rewind if necessary to watch something that            programmes that are available on a multi-channel
                                                                                                              THE ABILITY TO CUSTOMISE
might have been missed, and then to forward            pay TV platform, which enhances the value of
                                                                                                              THEIR TELEVISION VIEWING
again to the live programme. This feature is           their monthly subscription.                            EXPERIENCE, THEREBY
particularly popular amongst sports fans, who                                                                 ENHANCING THE VALUE
                                                       SKY will offer the PVR to subscribers for an           THAT IS RECEIVED FROM
can create their own slow-motion replays of
                                                       upfront installation fee that will offset the          THEIR SUBSCRIPTION.
events, or pause a live game while answering
                                                       additional cost of this more advanced decoder.
the telephone, etc.
                                                       SKY will retain ownership of the decoder and
Another feature of the PVR is that it will be          there are currently no plans for an additional
integrated with SKY’s electronic programme             monthly subscription.
guide (“EPG”) which enables programmes to
                                                       TELEVISION STATION UPGRADE
be recorded at the push of a button, without
                                                       SKY currently operates a 15-year-old television
having to set start and finish times. A particularly
                                                       station that utilises tape-based analogue
popular feature is the “series line” recording
                                                       technology. The station has been developed on
capability where, at the push of a button, all
                                                       an incremental basis, with additional capacity
future occurrences of the chosen programme will
                                                       being linked as new channels have been added
be recorded to the hard drive.
                                                       to the service. The work practices that have
The PVR is very simple to operate and has the          evolved from the unique configuration of assets
ability to fast-forward and rewind quickly through     are inefficient and the equipment is no longer
content, in a way that is similar to the operation     reliable due to its age.
of a DVD recorder. SKY’s PVR will not have the
capability to “skip” ad breaks in their entirety,
as can be done with some hard-drive decoders.

The hard-drive storage device in the decoder
can also be utilised to purchase pay-per-view
movies – movies can be downloaded to decoders
and watched by the subscriber at a time that
is convenient. Movies will be deleted off the
PVR after a period of time, making room for
new movies.

PVRs have already been launched in the US, UK
and Australia. SKY’s PVR is very similar to the
PVR launched by Foxtel in Australia in February
2005. International experience suggests the
value to subscribers of a PVR is that they are no
longer forced into watching live television at a
time prescribed on a particular channel. Instead,

                                                              SKY 1

                                                                                                                           Annual Report June 2005   25
Business Overview

                                            THE TIMING OF THE UPGRADE OF THE TELEVISION STATION
                                            IS FORTUITOUS, AS BROADCAST ENTITIES ARE NOW MOVING TO
                                            FILE-BASED INFORMATION TECHNOLOGY INFRASTRUCTURE.

                                            The timing of the upgrade of the television          SKY has committed to lease five transponders

              3 YEAR
                                            station is fortuitous, as broadcast entities         for up to 15 years on a new satellite, known as
                                            around the world are now moving to file-based        D1, that is to be launched by Optus to replace
                                            information technology infrastructure. This          B1. The D1 satellite is being constructed by
                                            will radically change how content is created,        Orbital Sciences of the US and is scheduled to
          IMPLEMENTATION PLAN               transported, distributed and stored at SKY and       be launched by June 2006. SKY has an option to
                          TO UPGRADE
                   TELEVISION STATION       will provide a number of operational efficiencies    lease two additional transponders on this satellite.
                                            for the business. The new television station will
                                                                                                 A back-up satellite is also under construction by
                                            be constructed over two sites and will provide for
                                                                                                 Orbital Sciences, known as D1R, and this satellite
                                            redundancy should services be lost at either site.
                                                                                                 is scheduled to be launched in November 2006,
                                            The project will take three years to implement       should there be a failure during the launch of the
                                            and is estimated to cost in the order of             D1 satellite.
                                            $50 million. Detailed design of the station is
                                                                                                 Optus have also agreed to launch a second
                                            currently under way.
                                                                                                 satellite for SKY as an in-orbit back-up to D1.
                                            SATELLITE REPLACEMENT                                This second satellite, known as D2, will be
                                            SKY currently leases four 54 MHz transponders        launched at 156° east in 2007 and will provide
                                            on the Optus B1 satellite. Each transponder has      SKY with back-up for the transponders leased on
                                            sufficient bandwidth to carry approximately          D1. In order to avoid the requirement to turn
                                            16 channels of video content. This satellite         every subscriber’s satellite dish to the 156° east
                                            was launched in 1992 and is projected to             position to receive a signal from this back-up
                                            have sufficient fuel to be able to maintain its      satellite, SKY is now installing dual low-noise
                                            geostationary local at 160° east until early 2007.   block converters (“LNBs”) on each new
                                                                                                 installation and during any “trouble calls”.
                                                                                                 These LNBs have the capability of automatically
                                                                                                 switching to the 156° east position, which
                                                                                                 eliminates the need for a dish turn. These LNBs
                                                                                                 cost an additional $18 compared to the
                                                                                                 traditional LNB but the cost is justified on the
                                                                                                 basis of providing an automatic back-up solution
                                                                                                 should the primary satellite at 160° east ever fail.

                                    Nickelodeon

26   Annual Report June 2005
Animal Planet                           SKY 1                             UKTV

CAPITAL INVESTMENT
As SKY’s business and subscriber base have continued to grow, so has the requirement to invest capital
                                                                                                            AS SKY’S BUSINESS AND
in decoders and installation costs. SKY’s total capital expenditure on fixed and intangible assets over
                                                                                                            SUBSCRIBER BASE HAVE
the last five years is as follows:
                                                                                                            CONTINUED TO GROW, SO
                                                                                                            HAS THE REQUIREMENT
                                                         2005      2004       2003          2002     2001
                                                                                                            TO INVEST CAPITAL
                                                                           ($ millions)                     IN DECODERS AND
    Satellite transponder lease                           2.4         –          19.7       17.5        –   INSTALLATION COSTS.
    Subscriber equipment:
          Decoders, smartcards and associated
          equipment                                      21.6      14.5          31.1       38.5     75.6
          Installation costs                             36.6      38.2          43.3       47.2     55.1
    Digital expansion                                     0.8       2.2           1.5        2.0     11.4
    Building                                              5.4         –            –           –        –
    PVR project                                           5.5         –            –           –        –
    Studio upgrade                                        0.5         –            –           –        –
    Interactive applications                                –       0.2           0.7        3.0      2.0
    Renewal rights                                          –         –           7.6       10.7      4.8
    Other                                                 3.2       2.3           1.9        4.5      4.4
    Total capital expenditure                           $76.0     $57.4    $105.8         $123.4   $153.3

The $18.6 million increase in capital expenditure in the 2005 year is primarily a result of investing
in the PVR project ($5.5 million), leasehold improvements on the new building at Leonard Rd
($5.4 million) and an additional $7.1 million on decoders as a result of increased purchases – there
was a net increase in stock levels during the 2005 year, compared to a decrease in the 2004 year.

                                                                                                                         Annual Report June 2005   27
Business Overview

                                      SKY OPERATES A 24 X 7 BUSINESS AND NEEDS TO SUPPORT THE
                                      REQUIREMENTS OF 619,168 SUBSCRIBERS. DURING THE 2005 YEAR,
                                      SKY’S CALL CENTRE RECEIVED 2.2 MILLION CALLS FROM THESE SUBSCRIBERS.

                                                                                                    SERVICE
                                      The demands on SKY’s staff never stop, whether                Most of the increase in staffing has been in the

                               591
                                      it’s programming staff who acquire and schedule               call centre, where SKY has consciously sought to
                                      content that subscribers want to see; installers              improve customer response times. The increase
                                      who connect new subscribers or make trouble                   in resource has paid off, with call answer rates
                                      calls to existing subscribers; broadcast engineers            increasing from 87% to 95% and average
         FULL-TIME EMPLOYEES          who ensure the television station is operational              response times improving to 35 seconds from
                  AN INCREASE OF 31
               DURING THE 2005 YEAR   and “on-air” 24x7; or call centre staff who provide           93 seconds in the 2004 year. Average call
                                      the interface between SKY and its customers.                  duration has declined from 209 seconds in the
                                                                                                    2004 year to 207 seconds in the 2005 year.
                                      SKY prides itself on having a culture that is based
                                      on a young “can-do” attitude where everyone                   Staff turnover increased slightly in the 2005 year,
                                      gets involved in and has fun in delivering a                  as follows:
                                      great product. The company has retained the
                                      entrepreneurial flair that was needed to develop
                                                                                                                        34!&& 452./6%2
                                      a $2 billion business from scratch and continues
                                                                                                       
                                      to feel like it is being run by a hard-working
                                                                                                       
                                      owner-operator who carefully scrutinises every
                                      dollar that is spent.                                            

                                                                                                     
                                      STAFF
                                                                                                       
                                      SKY has increased the number of full-time
                                                                                                        
                                      equivalent employees by 31 during the
                                                                                                        
                                      2005 year, bringing the total to 591.                                                

                                                                                                                            &INANCIAL 9EAR

                                                   &5,, 4)-% %15)6!,%.4 34!&&

                                        
                                                                                                    Turnover remains highest in Advertising
                                                                                                 and Customer Services, areas where it is not
                                                                                                 uncommon to experience a higher level of staff
                                        
                                                                                                    turnover. The increase in turnover can also be
                                        
                                                                                                 explained by a buoyant labour market and the
                                                                                                 ease with which employees can change jobs to
                                        
                                                                                                    pursue new opportunities.
                                        
                                                              
                                                               &INANCIAL 9EAR

28   Annual Report June 2005
29
Business Overview

                                            SKY ENCOURAGES STAFF TO EXPAND THEIR SKILLS
                                            BY MOVING TO NEW ROLES IN THE ORGANISATION.

                                            SKY has a policy of advertising all vacancies                         Transferring subscribers are those moving home
                                            internally before externally advertising these                        who require to be installed at their new premises;

               217,085
       SUBSCRIBERS ACTIVATED
                                            positions and encourages staff to expand their
                                            skills by moving to new roles in the organisation.
                                            The percentage of vacancies filled by internal
                                            candidates over the last few years has been
                                                                                                                  although if the new home is already installed this
                                                                                                                  means the installation can simply be reconnected
                                                                                                                  to a decoder. Migrants are UHF subscribers
                                                                                                                  transferring to the digital service.
                         IN THE 2005 YEAR   as follows:
                                                                                                                  SKY utilises both internal resources and contract
                                                                                                                  labour to manage these activities. The nation-
                                                                     ).4%2.!, 42!.3&%23                           wide weighted average labour and material cost
                                                                                                                for a satellite installation (excluding decoder) was
                                                                                                                $230 in the 2005 year and this varies around the
                                                     
                                                                                                                  country. SKY directly employs 23 installers who
                                                                                                                  operate solely in the Auckland market.
                                              

                                                                                                                TROUBLE CALLS
                                                                                                                 The reliability of SKY’s distribution network is
                                                                                                                 reflected in the percentage of trouble calls each
                                                                            
                                                                                                                  year. This has continued to decline in the 2005
                                                                          &INANCIAL 9EAR
                                                                                                                  year, with trouble calls as a percentage of the
                                                                                                                  subscriber base falling to an average of
                                            ACTIVATIONS                                                           1.39% per month from 1.56% per month in
                                            In the 2005 year, SKY activated 217,085                               the 2004 year. This represents approximately
                                            subscribers as follows:                                               90,000 trouble calls in the 2005 year.

                                                                        !#4)6!4)/.3

                                                     

                                                     

                                                     
                                             S

                                                     

                                                     

                                                      

                                                       
                                                                            
                                                                            &INANCIAL 9EAR
                                                               .EW 3UBSCRIBERS       4RANSFERS         -IGRANTS

30   Annual Report June 2005
31
Business Overview

                                       FINANCIAL

                                       SKY HAS BEEN ABLE TO SIGNIFICANTLY IMPROVE ON LAST YEAR’S NET PROFIT OF
                                       $35.3 MILLION BY REPORTING A NET PROFIT OF $103.4 MILLION FOR THE 2005
                                       YEAR. FURTHER ANALYSIS OF THIS RESULT IS PROVIDED BELOW.
                                       REVENUE ANALYSIS

                                         SKY revenue has increased by 11.1%

                  UP
                           11.1%
                                         to $489.4 million, as follows:
                                                                                                           2005               2004                  %Inc
                                                                                                        ($ millions)       ($ millions)             (Dec)

                                          Subscription revenue:
                 REVENUE INCREASE          Residential                                                    387.0                346.7                11.6
               IN THE JUNE 2005 YEAR
                                           Commercial                                                      27.9                 25.4                 9.8
                                           SkyWatch                                                          9.0                 8.1                11.1
                                          Total subscription revenue                                      423.9                380.2                11.5
                                          Other revenue:
                                           Advertising                                                     35.6                 26.6                33.8
                                           Installation, programme sales and other                         29.9                 33.8              (11.5)
                                          Total other revenue                                              65.5                 60.4                 8.4
                                          Total revenue                                                 $489.4                $440.6                11.1%

                                       Subscription revenue increased by 11.5%,               The following table outlines SKY’s ARPU over
                                       reflecting a 7.4% increase in subscribers, an          the last five years, calculated on a rolling
                                       average 4.5% price increase implemented in June        monthly basis:
                                       2004 and the net impact of a change in the mix
                                       of services purchased by subscribers.                                           4/4!, !205

                                                                                                   
                                       Residential subscription revenue: some analysts
                                       look at revenue in terms of the average revenue             

                                       earned per month per subscriber, or “ARPU”.                 

                                       This approach can be misleading, because it                 
                                                                                               
                                       does not recognise the differing costs that attach          

                                       to different types of subscribers. For example,             
                                       SKY earns less revenue (ARPU) from TelstraClear             
                                       under its retransmission agreement, simply
                                                                                                   
                                       because TelstraClear provides the capital to install                           
                                                                                                                       &INANCIAL 9EAR
                                       these subscribers, operates its own network
                                       and manages all aspects of customer service.
                                       However, this does not mean these subscribers          SKY’s total ARPU increased by 4.2% from $54.55
                                       are less “profitable”, as clearly the costs to SKY     to $56.86 in the 2005 year. Satellite ARPU
                                       of installing and servicing these subscribers are      increased by 1.9% from $61.33 to $62.49,
                                       also lower. In other words, the mix of subscribers     reflecting the effect of the price increase,
                                       determines the level of ARPU. Therefore, ARPU          partially offset by a reduction in the percentage
                                       itself may not reflect the level of profitability of   of subscribers purchasing the higher-priced sport
                                       these subscribers.                                     and movie packages. Wholesale ARPU has
32   Annual Report June 2005
Rialto Channel                                        Animal Planet                      SKY Sport

                                                                        Advertising sales have had another record year
                                    !205
                                                                        increasing by 33.8% to $35.6 million. We are
                                                                                                                          WE ARE CONTINUING
                                                                        continuing to benefit from greater viewership
       
                                                                                                                            TO BENEFIT FROM
                                                                        on SKY channels and advertisers recognising the
                                                                                                                            GREATER VIEWERSHIP
                                                                      value of being able to niche market to specific
                                                                                                                           ON SKY CHANNELS AND
                                                                      audiences on SKY. Advertising was not inserted
                                                                        on any additional channels during the year so
                                                                                                                            ADVERTISERS RECOGNISING
       

                                                                        the increase in revenue has been as a result of
                                                                                                                            THE VALUE OF BEING
       

                                                                        increased yields. SKY is inserting advertisements
                                                                                                                            ABLE TO NICHE MARKET
        
                  3ATELLITE           5(&             7HOLESALE
                                                                        on a total of 18 channels.                          TO SPECIFIC AUDIENCES
                                  
                                                                                                                            ON SKY.
                                                                        SKY’s advertising revenue represents
                                                                                            (1)
                                                                        approximately 5% of the total New Zealand
increased by 10.5% from $41.86 to $46.27,                               television advertising revenue for this period,
reflecting an increasing number of subscribers                                                     (2)
                                                                        which is below the 20% share of viewing on
on the resale agreement with Telecom relative to                        SKY. Similar trends are seen in other markets
the TelstraClear retransmission agreement where                         where pay TV businesses are unable to attract
the discounts are larger (due to TelstraClear’s                         their share of the television advertising spend
utilisation of its own distribution network).                           due primarily to the fractured nature of this
UHF ARPU decreased by 3.1% to $39.42.                                   viewing across a number of channels and fewer
This reflects a decline in the percentage of                            commercial breaks.
UHF subscribers purchasing the higher-priced
“Sport + Movie” package as these subscribers
migrate to the satellite platform.

Commercial subscription revenue: the commercial
business continues to perform strongly with
revenue up by 9.8%. An increasing number
of commercial subscribers are switching from
UHF to SKY’s satellite service and, as a result, are
purchasing more of the services that are available
on this platform.

SkyWatch is SKY’s monthly programme guide.
Revenue from the guide increased by 11.1%
to $9.0 million in the 2005 year. There were
357,025 residential subscriptions to the guide
at 30 June 2005, a growth of 10.7% for the year.
The penetration of the guide has increased from
60.6% to 62.4% of residential subscribers.

(1)   Source: PricewaterhouseCoopers / Television Industry Survey
(2)   Source: Nielsen Media Research / All viewers 5+

                                                                                                                                        Annual Report June 2005   33
Business Overview

                                         PROGRAMMING EXPENSES HAVE REDUCED
                                         TO 36.3% OF REVENUE, FROM 39.9% THE PREVIOUS YEAR.

                                         Installation revenue is the revenue received from     Other revenue is revenue received from satellite

                              $
                               99
                 INSTALLATION RATE
                                         subscribers who are charged an initial installation
                                         fee for subscribing to the UHF or digital service.
                                         Installation revenue is also received from Telecom
                                         under the reseller agreement. SKY’s accounting
                                                                                               dish sales, rental to third parties of transponder
                                                                                               capacity and production revenue for programmes
                                                                                               sold to third parties.

                                                                                               As our subscriber base increases, it is possible
                       FOR NEW DIGITAL   policy is to recognise this revenue as income
                                                                                               that the quality of subscribers could decline. To
                           SUBSCRIBERS   when it is charged. The current listed installation
                                                                                               avoid this, SKY maintains an active approach to
                                         rate for new UHF subscribers is $50 (including
                                                                                               managing debtors. Bad and doubtful debts as a
                                         GST), while the rate for new digital subscribers
                                                                                               percentage of revenue have declined from 0.4%
                                         is $99 (including GST). From time to time, the
                                                                                               to 0.06% primarily as a result of reducing SKY’s
                                         digital and UHF installation rates are reduced to
                                                                                               doubtful debt provision to reflect the low levels
                                         attract new subscribers.
                                                                                               of bad debts currently being experienced. The
                                         Programme sales revenue is the revenue received       net bad debt expense for the June 2005 year was
                                         from selling the replay rights of certain sporting    $1.3 million compared to $1.4 million for the
                                         events to the free-to-air networks. In the 2005       June 2004 year.
                                         year, TV3 purchased the right to replay certain
                                                                                               A policy of billing subscribers in advance for
                                         rugby games and Prime purchased the rights to
                                                                                               their services, maintaining a credit limit on
                                         replay certain NRL rugby league games and
                                                                                               pay-per-view purchases, establishing an upfront
                                         New Zealand cricket.
                                                                                               cost to subscription through the installation fee
                                                                                               and encouraging subscribers to utilise direct debit
                                                                                               as a form of payment, all assist in minimising bad
                                                                                               debt levels.

34   SKY Box
     Annual    OffiJune
            Report  ce 2005
The Living Channel                        Rialto Channel       SKY 1

EXPENSE ANALYSIS

   A further breakdown of SKY’s expenses is provided below:

                                                                    2005            2005          2004            2004
                                                              ($ millions)   % of revenue   ($ millions)   % of revenue      % Inc/(Dec)

   Programming                                                     177.6            36.3         175.8            39.9                1.0
   Subscriber management                                            18.1             3.7          17.6             4.0                2.8
   Transmission                                                        7.1           1.5            7.0            1.6                1.4
   Selling, general and administrative:
      Realised and unrealised foreign exchange                         1.6           0.3            2.2            0.5            (27.3)
      Other selling, general and administrative expenses            56.6            11.6          52.5            11.9                7.8
   Selling, general and administrative - total                      58.2            11.9          54.7            12.4                6.4
   Depreciation and amortisation                                   119.3            24.4         128.1            29.1              (6.9)
   Total operating expenses                                      $380.3             77.8%      $383.2             87.0%            (0.8%)

Programming expenses have reduced to 36.3%
of revenue, from 39.9% the previous year.                                                                  BAD AND DOUBTFUL DEBTS
Programming costs are made up of the following:
                                                                                                           AS A PERCENTAGE OF
                                                                                                           REVENUE HAVE DECLINED
                                 2005               2004                                                   FROM 0.4% TO 0.06%
                          ($ millions)       ($ millions)
                                                                                                           PRIMARILY AS A RESULT
                                                                                                           OF REDUCING SKY’S
   Rights                      138.5              137.4                                                    DOUBTFUL DEBT PROVISION
   Production                   22.2               20.9                                                    TO REFLECT THE LOW LEVELS
   Other                        16.9               17.5                                                    OF BAD DEBTS CURRENTLY
   Total                     $177.6              $175.8                                                    BEING EXPERIENCED.

The bulk of programming costs relate to
purchasing programme rights, including the
cost of sports content, pass-through channels,
movies (including pay-per-view) and music rights.
Production expenditure includes the costs of
producing live sporting events, in-house shows
(such as Sport 365, Reunion, Try Time, etc) and
taping, formatting, editing and adding other
features to programmes. Other expenditure
includes administration and satellite linking costs
for bringing in live events.

                                                                                                                          Annual Report June 2005   35
Business Overview

                                          THE SIGNIFICANT REDUCTION IN INTEREST COSTS REFLECTS
                                          THE DECLINE IN BANK DEBT FROM $46 MILLION AT 30 JUNE 2004,
                                          TO A NET CASH POSITIVE POSITION AT 30 JUNE 2005.

                                          A significant proportion of SKY’s programme           locations, using a digital microwave and optical
                          A SIGNIFICANT   rights costs is in US dollars. That means the         fibre distribution network. They also include
                  PROPORTION OF SKY’S     NZ dollar cost included in SKY’s accounts is          the cost of broadcasting the signals from BCL’s
                   PROGRAMME RIGHTS       partly determined by the strength of the NZ           television towers throughout New Zealand.
                COSTS IS IN US DOLLARS    dollar during a particular year and by SKY’s          Payments to BCL for transmission services are
                                          hedging policy.                                       based on revenue generated from SKY’s UHF
                                                                                                network, subject to minimum and maximum
                                          The board’s policy is to hedge a minimum of
                                                                                                annual payments, whereas payments for linking
                                          85% of the forecast exposures over 0 to 12
                                                                                                are predominantly fixed.
                                          months and 25% to 45% of variable exposures
                                          over 13 to 36 months. Fixed-price contracts           Selling, general and administrative expenses
                                          denominated in foreign currencies are at least        consist of marketing costs, including overheads
                                          70% hedged for a minimum of 36 months from            and the costs of producing advertisements
                                          the time they are entered into.                       promoting SKY products, selling advertising
                                                                                                and sponsorship on SKY, and production of the
                                          In the 2005 year, SKY made US dollar operating
                                                                                                SkyWatch programming guide. General and
                                          payments at an average exchange rate of 58.0
                                                                                                administrative costs include such overheads as
                                          cents. Based on the 2005 year results, each 1 cent
                                                                                                corporate management, the finance department,
                                          movement in the US/NZ rate would have affected
                                                                                                the information technology department and the
                                          operating costs by around NZ$1.7 million. At the
                                                                                                costs of collecting from subscribers including
                                          same time, capital costs would have changed by
                                                                                                bad debts. Also grouped here are realised foreign
                                          around NZ$0.4 million.
                                                                                                exchange gains and losses not attributed to
                                          In the 2005 year, SKY’s total rights costs of         programming expenditure and all unrealised
                                          NZ$138.5 million included approximately               foreign exchange gains and losses. The total of
                                          US$56.6 million of rights costs.                      these costs increased by $3.5 million in the
                                                                                                2005 year to $58.2 million (a 6.4% increase).
                                          Subscriber management costs include the cost
                                                                                                This was primarily as a result of increases in
                                          of servicing and monitoring equipment installed
                                                                                                advertising costs (agency commission and
                                          at subscribers’ homes, a portion of the overhead
                                                                                                employee costs, commensurate with increased
                                          costs of SKY’s customer service department and
                                                                                                advertising revenue), corporate overheads and
                                          general administrative costs associated with
                                                                                                the costs of DVD Unlimited (SKY’s new on-line
                                          SKY’s eleven regional offices. They do not include
                                                                                                DVD rental business), offset by reductions in the
                                          installation costs as these are capitalised and
                                                                                                bad debt expense due to the partial write-back of
                                          amortised on a straight-line basis over a five-year
                                                                                                the doubtful debt provision.
                                          period. Subscriber management costs increased
                                          by $0.5 million to $18.1 million (a 2.8% increase)    Depreciation and amortisation include
                                          – higher customer service costs were partially        depreciation charges for subscriber equipment,
                                          offset by overhead capitalisation and warehouse       including satellite dishes, decoders and aerials,
                                          costs decreased due to a reduction in the number      all owned by SKY, as well as for installation
                                          of decoders repaired during the year.                 costs. This also includes depreciation of the
                                                                                                transponders leased on the Optus satellite and
                                          Transmission costs consist of transmission and
                                                                                                fixed assets such as the studios, facilities and UHF
                                          linking paid to Broadcast Communications
                                                                                                transmission equipment.
                                          Limited (“BCL”) for transmitting SKY’s UHF
                                          signals from its studios in Auckland to other

36   Annual Report June 2005
The Living Channel                     BBC World                          National Geographic

Interest and financing charges include interest        tax payable for the 2005 year. As a result, INL
on the bank loan; interest on the capital notes        was not required to fund this tax payment. The
(both inclusive of interest received or paid on        remaining $1.8 million of the accrual is a result
                                                                                                               SKY HAS RECOGNISED A
swaps) and also the amortisation of capital notes      of a shortfall in SKY’s estimate of its tax liability
                                                                                                               TAX CREDIT OF $9.6 MILLION
issue costs; and bank commitment and facility          for June 2005.
                                                                                                               IN ITS 2005 ACCOUNTS,
fees. The weighted average interest rates for the                                                              REPRESENTING THE IMPACT
                                                       Tax Loss Agreement with INL                             OF RECOGNISING DEFERRED
relevant years are as follows:
                                                       SKY and its 78% shareholder, INL, agreed that           TAX ASSETS (ON TIMING
                                                       INL would utilise certain income tax losses             DIFFERENCES) FOR THE
                                2005          2004     incurred by SKY from 1 July 2001. INL agreed to         FIRST TIME.
                                                       pay SKY the “value” of any losses that were offset.
   Bank loans                  7.3%          6.9%
                                                       As at 30 June 2004, losses totalling $101.8 million
   Capital notes               9.5%          8.8%      (with a value of $33.6 million) had been offset
   Combined weighted average 9.3%            7.9%      by way of notification to Inland Revenue. During
                                                       the 2005 year, SKY received $22.1 million of
                                                       compensation from INL for utilisation of these
Finance lease interest relating to the four Optus
                                                       losses and this was paid to the Inland Revenue
transponders is also included in interest expense
                                                       as 2005 provisional tax. At 30 June 2005, $9.7
and is being expensed over the remaining
                                                       million of the $11.4 million still due to SKY under
estimated life of the satellite lease.
                                                       the agreement had been accrued, with the $11.4
The significant reduction in interest costs reflects   million being paid to SKY on 1 July 2005 under
the decline in bank debt from $46 million at           the terms of the merger agreement with INL.
30 June 2004 to being in a net cash positive
position at year-end, and the continued
reduction in the principal outstanding under
the Optus finance lease.

Taxation expense: SKY has recognised a tax credit
of $9.6 million in its 2005 accounts, representing
the impact of recognising deferred tax assets (on
timing differences) for the first time. Tax expense
on the profit for the year has been offset by a
tax credit for payments that were received from
INL under the tax loss agreement (refer below),
as well as being offset by a $9.7 million tax loss
reimbursement accrual.

The accrual of $9.7 million due to SKY under
the tax loss agreement resulted from the
election of INL to be an LE3 Holding company
for tax purposes and the resulting payment of a
supplementary dividend of $7.9 million in March
2005. This dividend was paid by SKY and will
be recovered as a deduction against the income

                                                                SKY 1

                                                                                                                             Annual Report June 2005   37
Board of Directors

                               PETER MACOURT                         ROBERT BRYDEN                        MARKO BOGOIEVSKI
                               Chairman                              Deputy Chairman                      Director

                               Mr Macourt was appointed as           Mr Bryden was appointed a            Mr Bogoievski was appointed a
                               chairman of the board of SKY          director in 1990 of SKY and deputy   director of SKY in February 2001.
                               in August 2002. He is currently       chairman in February 2001.           He has been the chief financial
                               chief operating officer of News       He is the managing director of       officer of Telecom Corporation of
                               Limited based in Sydney, Australia.   Todd Capital Limited. He is also a   New Zealand since May 2000.
                               Mr Macourt joined News Limited        director of Crown Castle Australia   Prior to this appointment,
                               in 1983. He was appointed as its      Pty Limited, Crown Castle            Mr Bogoievski held a number
                               deputy chief executive in 1998        Holdings Australia Pty Limited,      of senior financial, operational
                               and to his current position at        Woosh Wireless Limited and           and sales roles in New Zealand
                               News Limited in July 2001.            Metlifecare Limited, the largest     and the United States with
                               Mr Macourt is a director of News      retirement village operator in       various organisations including
                               Limited and other subsidiaries of     New Zealand.                         PricewaterhouseCoopers, Lion
                               The News Corporation Limited,         Mr Bryden holds a BCA from           Nathan and Ansett.
                               Fox Studios Australia Pty Limited,    Victoria University of Wellington.   Mr Bogoievski graduated from
                               Foxtel Management Pty Limited                                              Victoria University of Wellington
                               and Premier Media Group                                                    with a BCA majoring in economics
                               Pty Limited.                                                               and accounting. He also has an
                               He holds a degree in commerce                                              MBA from the Harvard Graduate
                               from the University of New                                                 School of Business.
                               South Wales.

38   Annual Report June 2005
ALBERT (BARRIE) DOWNEY               JOHN FELLET                         MICHAEL MILLER                       JOHN HART
Director                             Director and Chief Executive        Director                             Director

Mr Downey has been a director of     Mr Fellet joined SKY as chief       Mr Miller was appointed a director   Mr Hart was appointed a
SKY since 1991. He was chairman      operating officer in 1991. He was   of SKY in September 2004.            director in SKY in October 1997.
from 1991 to 1997.                   appointed as chief executive in                                          He was also the coach of the
                                                                         He is currently the managing
                                     January 2001 and as a director                                           All Blacks and an international
Mr Downey has spent most of                                              director of Advertiser Newspapers
                                     of SKY in April 2001.                                                    rugby selector.
his working career in the Fletcher                                       Pty Limited (a division of News
Challenge Group where he             Mr Fellet holds a BA degree in      Limited). Joining News Limited       Mr Hart was employed by Fletcher
became executive director in         Accounting from Arizona State       in 1991, he was most recently        Challenge Limited from 1966
1988. He was awarded the CBE         University, United States and       News Limited’s Group Marketing       to 1995 in a variety of positions
and is a Fellow of the Institute     has 25 years’ experience in         Director for eight years.            including employee relations
of Chartered Accountants of          the pay TV industry, including                                           director. He currently manages
                                                                         Mr Miller is a director of the
New Zealand and New Zealand          ten years’ experience with Tele                                          his own consultancy business.
                                                                         International Newspaper
Institute of Forestry.               Communications Inc. in the          Marketing Association, Rugby
                                     United States.                      International Pty Limited, Fox
                                                                         Sports Australia and Premier
                                                                         Media Group Pty Limited.
                                                                         He has a degree in applied
                                                                         science in communications from
                                                                         the University of Technology
                                                                         in Sydney.

                                                                                                                                 Annual Report June 2005   39
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