FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a - 16 or 15d - 16 of the Securities Exchange Act of 1934 For the month of February 2004 11 February 2004 BRITISH SKY BROADCASTING GROUP PLC (Name of Registrant) Grant Way, Isleworth, Middlesex, TW7 5QD England (Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F Form 20-F X Form 40-F Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934 Yes No X If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): Not Applicable This Report is incorporated by reference in the prospectus contained in the Registration Statements on Form F-3 (SEC File No. 333-08246) and Form F-3/S-3 (SEC File No.333-106837) filed by the Registrant under the Securities Act of 1933. EXHIBIT INDEX EXHIBIT NO. 1 Excerpt from the announcement made by British Sky Broadcasting Group plc of its financial results for the periods ended December 31,2003 British Sky Broadcasting Group plc Consolidated Profit and Loss Account for the half year ended 31 December 2003 Before Goodwill 2003/2004 Before Goodwill 2002/2003 2002/2003 goodwill and Half year goodwill and Half year Full year and exceptional Total and exceptional Total Total exceptional items exceptional items as as items items as restated* restated* as restated* restated* GBPm GBPm GBPm GBPm GBPm GBPm GBPm Notes (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (audited) Turnover: 1,809 - 1,809 1,550 - 1,550 3,263 Group and share of joint ventures' turnover Less: share (43) - (43) (39) - (39) (77) of joint ventures' turnover Group 2 1,766 - 1,766 1,511 - 1,511 3,186 turnover Operating 3 (1,483) (58) (1,541) (1,357) (64) (1,421) (2,938) expenses, net Operating 283 (58) 225 154 (64) 90 248 profit (loss) Share of (5) - (5) 2 - 2 3 joint ventures' operating results Profit on 4 - 2 2 - - - - disposal of fixed asset investments Amounts 4,9 - 24 24 - (19) (19) (15) written back to (written off) fixed asset investments, net Profit 278 (32) 246 156 (83) 73 236 (loss) on ordinary activities before interest and taxation Interest 3 - 3 2 - 2 4 receivable and similar income Interest (45) - (45) (62) - (62) (118) payable and similar charges Profit 236 (32) 204 96 (83) 13 122 (loss) on ordinary activities before taxation Tax 5 (74) - (74) 1 (2) (1) 62 (charge) credit on profit (loss) on ordinary activities Profit 162 (32) 130 97 (85) 12 184 (loss) on ordinary activities after taxation Equity 6 (53) - - dividends Retained 10 77 12 184 profit Earnings 7 6.7p 0.6p 9.6p (loss) per share - basic Earnings 7 6.7p 0.6p 9.5p (loss) per share - diluted *The half year and full year results for 2002/03 have been restated following the adoption of UITF abstract 38 "Accounting for ESOP trusts". There were no recognised gains or losses in either period other than those included within the profit and loss account, with the exception of a prior period adjustment in respect of the adoption of UITF abstract 38. The cumulative effect of this adjustment was a GBP12 million reduction to the brought forward profit and loss reserve at 1 July 2003. All results relate to continuing operations. The accompanying notes are an integral part of this consolidated profit and loss account. British Sky Broadcasting Group plc Consolidated Profit and Loss Account for the three months ended 31 December 2003 Before Goodwill and Three months Before Goodwill and Three months goodwill and exceptional ended 31 goodwill and exceptional ended 31 exceptional items December 2003 exceptional items December 2002 items Total items Total as restated* as restated* as restated* GBPm GBPm GBPm GBPm GBPm GBPm (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) Turnover: 938 - 938 806 - 806 Group and share of joint ventures' turnover Less: share of (22) - (22) (21) - (21) joint ventures' turnover Group turnover 916 - 916 785 - 785 Operating (784) (29) (813) (705) (34) (739) expenses, net Operating 132 (29) 103 80 (34) 46 profit (loss) Share of (8) - (8) 3 - 3 operating results of joint ventures Profit on - 2 2 - - - disposal of fixed asset investments Amounts - (1) (1) - (19) (19) written off fixed asset investments, net Profit (loss) 124 (28) 96 83 (53) 30 on ordinary activities before interest and taxation Interest 2 - 2 1 - 1 receivable and similar income Interest (21) - (21) (31) - (31) payable and similar charges Profit (loss) 105 (28) 77 53 (53) - on ordinary activities before taxation Tax (charge) (37) - (37) 15 (2) 13 credit on profit (loss) on ordinary activities Profit (loss) 68 (28) 40 68 (55) 13 on ordinary activities after taxation Equity (53) - dividends Retained (13) 13 (loss) profit Earnings 2.1p 0.7p (loss) per share - basic Earnings 2.1p 0.7p (loss) per share - diluted *The results for the three months ended 31 December 2002 have been restated following the adoption of UITF abstract 38 "Accounting for ESOP trusts". British Sky Broadcasting Group plc Consolidated Balance Sheet at 31 December 2003 31 December 31 December 30 June 2003 2002 2003 as restated* as restated* GBPm GBPm GBPm Notes (unaudited) (unaudited) (audited) Fixed assets Intangible assets 8 478 594 536 Tangible assets 346 336 346 Investments 9 37 69 74 861 999 956 Current assets Stocks 662 627 370 Debtors: Amounts falling due within one year - deferred tax assets 50 - 31 - other 393 433 363 443 433 394 Debtors: Amounts falling due after more than one year - deferred tax assets 128 68 159 - other 61 136 64 189 204 223 Cash at bank and in hand 318 51 47 1,612 1,315 1,034 Creditors: Amounts falling due within one year - other creditors (1,399) (1,192) (967) Net current assets 213 123 67 Total assets less current liabilities 1,074 1,122 1,023 Creditors: Amounts falling due after more than one year - long-term borrowings (1,077) (1,437) (1,152) - other creditors (24) (17) (20) (1,101) (1,454) (1,172) Provisions for liabilities and charges - (3) (3) (27) (335) (152) Capital and reserves - equity Called-up share capital 10 970 968 969 Share premium 10 1,428 2,530 2,536 Shares to be issued 10 - 3 3 ESOP reserve 10 (9) (39) (35) Merger reserve 10 262 336 299 Special reserve 10 14 - - Profit and loss account 10 (2,692) (4,133) (3,924) 10 (27) (335) (152) The accompanying notes are an integral part of this consolidated balance sheet. *The balance sheets as at 31 December 2002 and 30 June 2003 have been restated following the adoption of UITF abstract 38 "Accounting for ESOP trusts". British Sky Broadcasting Group plc Consolidated Cash Flow Statement for the half year ended 31 December 2003 2003/2004 2002/2003 2002/2003 Half year Half year Full year GBPm GBPm GBPm Notes (unaudited) (unaudited) (audited) Net cash inflow from operating activities 11a 401 255 664 Dividends received from joint ventures 3 - 4 Returns on investments and servicing of finance Interest received and similar income 3 2 3 Interest paid and similar charges on external financing (51) (68) (127) Interest element of finance lease payments - - (1) Net cash outflow from returns on investments and servicing of (48) (66) (125) finance Taxation UK corporation tax paid (21) - (18) Consortium relief paid (3) - - Net cash outflow from taxation (24) - (18) Capital expenditure and financial investment Payments to acquire tangible fixed assets (65) (44) (98) Receipts from sales of fixed asset investments 68 - 1 Net cash inflow (outflow) from capital expenditure and 3 (44) (97) financial investment Acquisitions and disposals Funding to joint ventures (2) (5) (15) Repayments of funding from joint ventures 3 2 5 Net cash inflow (outflow) from acquisitions and disposals 1 (3) (10) Net cash inflow before management of liquid resources and 336 142 418 financing Management of liquid resources (Increase) decrease in short-term deposits (175) - 1 Financing Proceeds from issue of Ordinary Shares 10 - 5 Capital element of finance lease payments 11b - (1) (2) Net decrease in total debt 11b (75) (140) (425) Net cash outflow from financing (65) (141) (422) Increase (decrease) in cash 11b 96 1 (3) Decrease in net debt 11b 346 142 423 The accompanying notes are an integral part of this consolidated cash flow statement. Notes to Financial Statements 1 Basis of preparation The interim accounts for the half year ended 31 December 2003 have been prepared in accordance with accounting policies consistent with those applied in the accounts for the year ended 30 June 2003, which were approved by the Directors on 11 August 2003, with the exception of the change in accounting policy following the adoption of UITF abstract 38 "Accounting for ESOP trusts", for which the half year and full year results for 2002/03 have been restated (see note 10 (iv)). The interim accounts for the six months ended 31 December 2003 do not constitute statutory accounts and are unaudited, but have been formally reviewed by Deloitte & Touche LLP. Their report is not modified in any respect. The interim accounts were approved by the board on 10 February 2004. The financial information for the 2002/2003 full year is extracted from the financial statements for that year, with the exception of the restatement arising from the change in accounting policy described above, which have been filed with the Registrar of Companies. The auditors' report on those financial statements was unqualified and did not contain any statement under section 237(2) or (3) of the Companies Act 1985. 2 Turnover The Group's turnover, whilst deriving from one class of business, has been analysed as follows: 2003/2004 2002/2003 2002/2003 Half year Half year Full year GBPm GBPm GBPm (unaudited) (unaudited) (audited) DTH subscribers 1,285 1,112 2,341 Cable subscribers 103 98 202 Advertising 147 133 284 Interactive 147 91 218 Other 84 77 141 1,766 1,511 3,186 3 Operating expenses, net Before Before goodwill Goodwill goodwill Goodwill and and 2003/2004 and and 2002/2003 2002/2003 exceptional exceptional Half year exceptional exceptional Half year Full year items items Total items items Total Total as restated as restated as restated as restated GBPm GBPm GBPm GBPm GBPm GBPm GBPm (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (audited) Programming (i) 783 - 783 744 - 744 1,604 Transmission 77 - 77 74 - 74 143 and related functions (i) Marketing 215 - 215 216 - 216 400 Subscriber 191 - 191 161 - 161 324 management Administration (ii) 131 58 189 122 64 186 359 Betting 86 - 86 40 - 40 108 1,483 58 1,541 1,357 64 1,421 2,938 (i) The amounts shown are net of GBP8 million (2002/2003: half year GBP7 million; full year GBP12 million) receivable from the disposal of programming rights not acquired for use by the Group, and GBP13 million (2002/2003: half year GBP12 million; full year GBP26 million) in respect of the provision to third party broadcasters of spare transponder capacity. (ii) Administration costs for the 2002/03 full year include goodwill and exceptional items of GBP117 million. 4 Exceptional items, net of tax 2003/2004 2002/2003 2002/2003 Half year Half year Full year credit charge credit (charge) GBPm GBPm GBPm (unaudited) (unaudited) (audited) Release of provision against ITV Digital programming debtors (iii) - - 3 Exceptional operating items - - 3 Profit on disposal of fixed asset investments (i) 2 - - Amounts written back to (written off) fixed asset investments, net (ii) 24 (21) (15) Recognition of deferred tax asset (iv) - - 123 Total exceptional items* 26 (21) 111 *Total exceptional items for the half year ended 31 December 2003 are net of a tax charge of nil (2002/2003 half year: GBP2 million tax charge; 2002/2003 full year: GBP121 million net tax credit). (i) Profit on disposal of fixed asset investments On 7 October 2003, the Group disposed of its listed investment in Manchester United plc, realising a profit on disposal of GBP2 million (see note 9). (ii) Amounts (written back to) written off fixed asset investments, net 2003 The Group reduced its provision against its minority equity investments in football clubs by GBP33 million, following the disposal of its investment in Manchester United plc in October 2003 for GBP62 million in cash. The Group also increased its provision against its remaining minority equity investments in football clubs by a further GBP9 million. 2002 At 31 December 2002, the Group made a provision against its minority investments in football clubs, leading to a non-cash exceptional charge of GBP21 million. At 31 December 2002, the Group reduced its deferred revenue balance relating to minority investments in new media companies by GBP5 million, and reduced both its investment and its provision against the investment in these companies accordingly. At 31 December 2002, the Group made a provision against its investment in Open TV shares, leading to a non-cash exceptional charge of GBP3 million, bringing the carrying value of the Group's investment in Open TV to nil. In addition to the items noted above, the Group reduced its provision against its investment in Chelsea Village plc at 30 June 2003 by GBP3 million, following the agreement to sell its minority investment in July 2003. (iii) Release of provision against ITV Digital programming debtors The Group had provided in full against all unprovided balances owed by ITV Digital, following the announcement by the administrators of ITV Digital on 30 April 2002 to close the pay television services on the ITV Digital platform and close the administration. During 2003, the Group received GBP5 million from ITV Digital's administrators and released GBP5 million of its exceptional operating provision accordingly (GBP3 million net of tax charge). (iv) Recognition of deferred tax asset Following a review of the forecast utilisation of tax losses within the Group, and as a consequence of a planned reorganisation of certain assets within the Group, there was sufficient evidence at 30 June 2003 to support the recognition of a deferred tax asset arising on losses incurred in the Company. Accordingly, a deferred tax credit of GBP123 million was recognised as an exceptional item. 5 Tax on profit on ordinary activities Analysis of charge (credit) in period: 2003/2004 2002/2003 2002/2003 Half year Half year Full year charge (credit) charge (credit) charge (credit) as restated as restated GBPm GBPm GBPm (unaudited) (unaudited) (audited) Current tax (i) UK corporation tax 69 29 87 Adjustment in respect of prior years (8) - - 61 29 87 Deferred tax: Origination and reversal of timing differences (i) 8 (36) (149) Increase (decrease) in estimate of recoverable deferred 5 7 (2) tax asset in respect of prior years Total deferred tax 13 (29) (151) Share of joint ventures' tax charge - 1 2 74 1 (62) (i) The current tax charge for the half year to 31 December 2003 includes an exceptional charge of nil (2002/2003 half year: GBP2 million; 2002/2003 full year: GBP2 million). The deferred tax charge for the half year to 31 December 2003 includes an exceptional charge of nil (2002/2003 half year: nil; 2002/2003 full year: credit of GBP123 million). (ii) At 31 December 2003, a deferred tax asset of GBP18 million (2002/2003: half year GBP134 million; full year GBP17 million) principally arising from UK losses in the Group has not been recognised. These losses can be offset only against taxable profits generated in the entities concerned. Although the Directors ultimately expect sufficient profits to arise, there is currently insufficient evidence to support recognition of a deferred tax asset relating to these losses. The losses are available to be carried forward indefinitely under current law. 6 Equity dividends 2003/2004 2002/2003 2002/2003 Half year Half year Full year GBPm GBPm GBPm (unaudited) (unaudited) (audited) Equity dividends - interim dividend of 2.75p (2002/2003 half year: nil; 2002/2003 full 53 - - year: nil) per Ordinary Share 7 Earnings (loss) per share Basic earnings (loss) per share represents the profit (loss) on ordinary activities after taxation attributable to the equity shareholders, divided by the weighted average number of Ordinary Shares in issue during the period, less the weighted average number of shares held in the Group's employee Share Ownership Plan ("ESOP") trust during the period. Diluted earnings (loss) per share represents the profit (loss) on ordinary activities after taxation attributable to the equity shareholders, divided by the weighted average number of Ordinary Shares in issue during the period, less the weighted average number of shares held in the Group's ESOP trust during the period plus the weighted average number of dilutive shares resulting from share options and other potential shares outstanding during the period (see below). The weighted average number of shares in the period was: 2003/2004 2002/2003 2002/2003 Half year Half year Full year millions millions millions of shares of shares of shares (unaudited) (unaudited) (audited) Ordinary Shares 1,938 1,905 1,921 ESOP trust shares (2) (6) (6) Basic shares 1,936 1,899 1,915 Dilutive Ordinary Shares from share options and other potential Ordinary 6 42 27 Shares outstanding Diluted shares 1,942 1,941 1,942 8 Intangible assets The movement in the period was as follows: Goodwill GBPm (unaudited) Net book value at 1 July 2003 536 Amortisation (58) Net book value at 31 December 2003 478 Goodwill of GBP272 million, GBP542 million and GBP5 million, arising on the acquisitions of Sports Internet Group ("SIG"), British Interactive Broadcasting ("BiB") and WAPTV Limited respectively, is being amortised over periods of seven years on a straight-line basis. In accordance with FRS 11, impairment reviews were performed on the carrying values of BiB and SIG goodwill balances at the end of the first full financial year after acquisition, at 30 June 2002. These reviews showed that no impairment was identified in either case. Consistent with the Group strategy, the business plans on which these reviews were based reflected significant projected increases in betting and other interactive revenues over the subsequent five years and the carrying value of the goodwill is therefore heavily dependent on the forecast performance of and projections for these businesses. 9 Fixed asset investments 31 December 31 December 30 June 2003 2002 2003 as restated as restated GBPm GBPm GBPm (unaudited) (unaudited) (audited) Investments in joint ventures 34 28 30 Other investments 3 41 44 Total investments 37 69 74 Other investments 2003 On 7 October 2003, the Group announced that it had sold its entire holding in Manchester United plc for GBP62 million, recognising a profit on disposal of GBP2 million following the release of GBP33 million provision previously held against the investment, effective as at 30 September 2003. The Group has increased its provision against its remaining minority equity investments in football clubs by a further GBP9 million. 2002 At 31 December 2002, the Group made a further provision against its minority equity investments in football clubs leading to a non-cash exceptional charge of GBP21 million. At 31 December 2002, the Group reduced its deferred revenue balance relating to minority investments in new media companies by GBP5 million, and reduced both its investment and provision against the investment in these companies accordingly. At 31 December 2002, the Group made a provision against its investment in Open TV shares, leading to a non-cash exceptional charge of GBP3 million. This reduced the carrying value of the Group's investment in Open TV to nil. In addition to the items noted above, the Group reduced its provision against its investment in Chelsea Village plc at 30 June 2003 by GBP3 million, following the agreement to sell its minority investment in July 2003. 10 Reconciliation of movement in shareholders' deficit Total equity Share Share Shares to Merger Special ESOP Profit and shareholders' capital premium be issued reserve reserve reserve loss account deficit (i) (ii) (iii) (ii) (iii) (iv) GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) At 1 969 2,536 3 299 - (35) (3,924) (152) July 2003 - as restated Issue of 1 12 (3) - - - - 10 share capital ESOP - - - - - 26 12 38 shares utilised Profit - - - - - - 77 77 for the financial period Share - (1,120) - - 14 - 1,106 - premium reduction Transfer - - - (37) - - 37 - from merger reserve At 31 970 1,428 - 262 14 (9) (2,692) (27) December 2003 (i) During the period the Company issued shares with a market value of GBP14 million (2002/2003: half year GBP1 million; full year GBP6 million) in respect of the exercise of options awarded under various share option schemes, with GBP10 million (2002/2003: half year nil; full year GBP5 million) received from employees. (ii) On 30 September 2003, the Company issued 338,755 Ordinary Shares to satisfy the remaining contingent consideration in respect of the acquisition of the remaining 5% interest in WAPTV Limited which occurred in May 2001. (iii)On 10 December 2003, the High Court approved a reduction in the Company's share premium account of GBP1,120 million, as approved by the Company's shareholders at the Annual General Meeting held on 14 November 2003. The reduction had the effect of eliminating the Company's deficit on its profit and loss account at 30 September 2003 of GBP1,106 million, and creating a non-distributable special reserve of GBP14 million, which represents the excess of the share premium reduction over the deficit. The Company's balance sheet and profit and loss account are not presented within this interim statement. (iv) At 31 December 2003, the Group's ESOP held 1,280,337 Ordinary Shares in the Company at an average value of GBP6.72 per share. The 4,176,675 shares utilised during the period relate to the exercise of Long Term Incentive Plan ("LTIP") and Key Contributor Plan ("KCP") awards. As a result of the adoption of UITF abstract 38, the Group's ESOP shares, which were previously held within investments, are now presented as a deduction from shareholders' funds. In addition the brought forward profit and loss reserve at 1 July 2003 was reduced by GBP12 million. The impact of adopting UITF abstract 38 was accordingly to reduce net assets at 1 July 2003 by GBP47 million, and to reduce profit for the year to 30 June 2003 by GBP6 million (profit for the 6 months to 31 December 2002: GBP4 million decrease). 11 Notes to consolidated cash flow statement a) Reconciliation of operating profit to operating cash flows 2003/2004 2002/2003 2002/2003 Half year Half year Full year as restated as restated GBPm GBPm GBPm (unaudited) (unaudited) (audited) Operating profit 225 90 248 Depreciation 58 44 98 Amortisation of goodwill and other intangible assets 58 64 121 Loss on disposal of fixed assets 1 - - Decrease in working capital 62 57 198 Provisions utilised, net (3) - (1) Net cash inflow from operating activities 401 255 664 b) Analysis of changes in net debt At 31 At 1 July December 2003 Cash flow 2003 GBPm GBPm GBPm (audited) (unaudited) (unaudited) Overnight deposits 33 68 101 Other cash 14 28 42 47 96 143 Short-term deposits - 175 175 Cash at bank and in hand 47 271 318 Debt due after more than one year (1,144) 75 (1,069) Finance leases (8) - (8) Total debt (1,152) 75 (1,077) Total net debt (1,105) 346 (759) 12 Regulatory update EC Investigation - FAPL The European Commission has undertaken investigations into a number of agreements, decisions or practices leading to the acquisition of broadcast rights to football events within the EEA, including the sale of exclusive broadcast rights to Premier League football by the Football Association Premier League Limited ("FAPL"). On 21 June 2002, BSkyB Limited and the FAPL notified BSkyB Limited's current agreements for the broadcast of FAPL football matches to the European Commission seeking either a clearance or an exemption from Article 81 of the EC Treaty. The FAPL has also notified the rules of the FAPL to the European Commission. On 20 December 2002, the European Commission issued a Statement of Objections to the FAPL outlining certain concerns in respect of the FAPL's joint selling of broadcast rights to Premier League football. Since June 2003, the Group has received several requests for information from the European Commission concerning the bidding process undertaken by the FAPL in relation to the sale of Premier League football rights in respect of the three year period 2004-2007. In August and October 2003, the FAPL announced that the Group has been awarded (subject to contract) all four packages of exclusive live UK rights to FAPL football and two "near live" packages of UK rights to FAPL football (both on a delayed basis), four of the five packages of live rights in Ireland and two "near live" packages of rights in Ireland from the beginning of the 2004/2005 season to the end of the 2006/07 season. On 16 December 2003 the European Commission announced that a provisional agreement had been reached with the FAPL regarding the joint selling of the media rights to Premier League matches and that a provisional agreement had been reached with BSkyB regarding its recent acquisition of TV rights to those matches. Under the provisional agreement with BSkyB, BSkyB has agreed to offer to sublicense a set of up to eight premier league matches each season to another broadcaster. These provisional agreements will be submitted for third party comments as the European Commission formalises its position. EC Investigation - Movie Contracts The European Commission is investigating the terms on which movies produced by major US movie studios are supplied to distributors, including pay TV operators, throughout the European Union. The Group is co-operating with this investigation. At this stage, the Group is unable to determine whether it will have a material effect on the Group and its financial results. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. BRITISH SKY BROADCASTING GROUP PLC Date: 11 February 2004 By: /s/ Dave Gormley Dave Gormley Company Secretary