U.K. Broadcaster ITV Upgraded To 'BBB-/A-3' On Expected Solid Credit Metrics, Moderate Financial Policy; Outlook Stable

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1 Research Update: U.K. Broadcaster ITV Upgraded To 'BBB-/A-3' On Expected Solid Credit Metrics, Moderate Financial Policy; Outlook Stable Primary Credit Analyst: Patrizia D'Amico, Milan (39) ; Secondary Contact: Melvyn Cooke, Paris (33) ; Table Of Contents Overview Rating Action Rationale Outlook Related Criteria And Research Ratings List MARCH 29,

2 Research Update: U.K. Broadcaster ITV Upgraded To 'BBB-/A-3' On Expected Solid Credit Metrics, Moderate Financial Policy; Outlook Stable Overview We expect U.K. broadcaster ITV PLC to maintain credit metrics commensurate with a 'BBB-' rating over the medium term, thanks to a moderate financial policy. We are therefore raising our long- and short-term ratings on ITV to 'BBB-/A-3' from 'BB+/B' and assigning a stable outlook. The stable outlook reflects our view that ITV's credit metrics should remain in line with a 'BBB-' rating over the next two years, despite possible sizable M&A activity. Rating Action On March 29, 2013, Standard & Poor's Ratings Services raised its long-term corporate credit rating on ITV PLC to 'BBB-' from 'BB+'. We also raised the short-term rating to 'A-3' from 'B'. The outlook is stable. At the same time we raised our issue ratings on ITV's senior unsecured debt to 'BBB-' from 'BB+', in line with the corporate credit ratings. We withdrew our '3' recovery rating on ITV's unsecured bonds, since we do not assign our recovery ratings to investment-grade debt. Rationale The upgrade reflects our view that ITV's credit metrics should remain commensurate with a 'BBB-' rating over the next few years, thanks to a financial policy that we expect to balance acquisitions with shareholder remuneration in order to preserve balance sheet strength. While ITV's financial policy does not benefit from publicly and precisely defined targets, such as a leverage target, we believe that the group's overall stance regarding balance sheet management will be supportive of an investment-grade rating over the next few years. We have therefore revised our assessment of the group's financial risk profile to "intermediate" from "significant" previously. Finally, the rating action takes into consideration our view of ITV's "satisfactory" business risk profile. ITV's adjusted debt to EBITDA decreased to 1.9x in 2012 from 2.3x at year-end 2011, thanks to steady earnings and debt reduction. We anticipate, under our base-case assumptions, that this ratio will remain close to 2x in 2013, MARCH 29,

3 Research Update: U.K. Broadcaster ITV Upgraded To 'BBB-/A-3' On Expected Solid Credit Metrics, Moderate Financial Policy; Outlook Stable barring any major acquisitions. We understand that the group intends to expand its production business both organically and through small to midsize bolt-on acquisitions. Even if we factor in sizable acquisitions, however, we anticipate that adjusted leverage would not meaningfully exceed 2.5x, and would remain commensurate with investment-grade ratings. This also takes into account our view that ITV's balance sheet management is unlikely to result in credit measures deviating significantly from our expectations. We are, in particular, factoring in our view of the group's temperate shareholder remuneration policy, including moderate and progressive common dividend payments. Under our base-case scenario of flat growth in the U.K. advertising market in 2013, we anticipate that ITV will report low- to mid-single-digit growth in revenues and a somewhat improving EBITDA margin. We assume that revenue growth will stem primarily from ITV's non-advertising segments, both the Online, Pay & Interactive segment and ITV Studios, while we anticipate flat advertising revenues. Our business risk profile assessment is underpinned by ITV's solid competitive position, the profitability of its free-to-air TV broadcasting business, and the improved content production division that supports the business. These positives are tempered by ITV's exposure to the volatile U.K. TV advertising market. ITV's financial risk profile takes into account the group's solid capital structure and our view of its moderate financial policy. It also incorporates our opinion that any potential volatility of credit metrics would be mostly offset by the cash generative nature of ITV's business and its strong liquidity. Liquidity Our short-term rating on ITV is 'A-3'. We assess ITV's liquidity as "strong," according to our liquidity criteria. We expect the company's liquidity sources--including cash, funds from operations (FFO), and credit facility availability--to exceed uses by more than 1.5x over the next 24 months, even in the event of a sharp decline in EBITDA. Liquidity sources for the next 12 months mainly include a nominal cash balance of 690 million as of Dec. 31, We understand, however, that about 135 million of reported cash is restricted for financial leases and unfunded pension commitments, or is held overseas for working-capital purposes. Additionally, we anticipate that ITV will generate about 420 million of FFO in The company's liquidity is also supported by a 125 million invoice-discounting facility, which was undrawn as of December This facility will fall due in September In July 2012, ITV signed a 250 million revolving credit facility (RCF) to retain additional financial flexibility following a 275 million cash bond buyback of 309 million. MARCH 29,

4 Research Update: U.K. Broadcaster ITV Upgraded To 'BBB-/A-3' On Expected Solid Credit Metrics, Moderate Financial Policy; Outlook Stable Liquidity uses in 2013 mainly include our conservative assumptions of 40 million in working-capital needs, 110 million of capital expenditures, which includes 56 million related to the acquisition of the London Television Centre, and approximately 260 million of dividend payments. ITV has a favorable debt maturity schedule, supported by ongoing bond buybacks. Currently, ITV's closest debt maturities are about 15 million in June 2014 and 78 million in October The company's short-term debt is about 7 million and is related to finance leases. None of ITV's debt instruments have financial covenants, either for maintenance purposes or incurrence of additional debt. Maintenance covenants are included in the RCF, such as interest coverage of more than 4.0x and a net debt-to-ebitda ratio of less than 3.0x. We understand that there will be more than 30% of headroom over the next 12 months. Outlook The stable outlook reflects our view that ITV's credit metrics should remain in line with a 'BBB-' rating over the next two years, despite expected ongoing mergers and acquisitions activity during the period, thanks to a moderate financial policy balancing shareholder remuneration with acquisitions. Our base-case forecasts include low- to mid-single-digit growth in revenues and a somewhat improving EBITDA margin, with credit metrics remaining in line with an investment-grade rating. We view a ratio of adjusted debt to EBITDA significantly below 3x and free operating cash flow of more than 10% as commensurate with the current 'BBB-' ratings. Negative rating pressure could arise if we were to no longer view ITV's business risk profile as "satisfactory", which could be triggered by significant and unexpected audience and advertising share loss which, in our opinion, would be unlikely to be quickly reversed. Materially lower and prolonged profitability levels resulting in credit metrics that are no longer commensurate with an investment-grade rating could also lead to a negative rating action. Furthermore, we could lower the ratings if ITV was to implement a more aggressive financial policy than we currently expect. This would include material acquisitions and/or shareholder returns that would durably weaken ITV's capital structure to levels that are not commensurate with an investment-grade rating. An upgrade is unlikely in the near term, as it would require a long-term commitment by ITV to maintain adjusted debt to EBITDA below 2.0x, which we don't expect in the near term. Related Criteria And Research Methodology: Management And Governance Credit Factors For Corporate MARCH 29,

5 Research Update: U.K. Broadcaster ITV Upgraded To 'BBB-/A-3' On Expected Solid Credit Metrics, Moderate Financial Policy; Outlook Stable Entities And Insurers, Nov. 13, 2012 Methodology: Business Risk/Financial Risk Matrix Expanded, Sept. 18, 2012 Methodology And Assumptions: Liquidity Descriptors For Global Corporate Issuers, Sept. 28, 2011 Key Credit Factors: Criteria For Rating The Television And Radio Broadcasting Industry, Dec. 11, Corporate Criteria: Ratios And Adjustments, April 15, Corporate Criteria: Analytical Methodology, April 15, 2008 Ratings List Upgraded; CreditWatch/Outlook Action To From ITV PLC Carlton Communications Ltd. Corporate Credit Rating BBB-/Stable/A-3 BB+/Positive/B ITV PLC Senior Unsecured BBB- BB+ Recovery Rating NR 3 Additional Contact: Industrial Ratings Europe; [email protected] Complete ratings information is available to subscribers of RatingsDirect on the Global Credit Portal at All ratings affected by this rating action can be found on Standard & Poor's public Web site at Use the Ratings search box located in the left column. Alternatively, call one of the following Standard & Poor's numbers: Client Support Europe (44) ; London Press Office (44) ; Paris (33) ; Frankfurt (49) ; Stockholm (46) ; or Moscow 7 (495) MARCH 29,

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