future plc · 2018-04-10 · 03 future plc. with future having now successfully completed an...

AR15Future plcAnnual Report and Accounts2015

Strategic Report

01 Group overview02 Chairman’sstatement03 ChiefExecutive’sreview 05 Strategic overview 07 What we do09 Risks and uncertainties11 Corporate responsibility

Financial Review 13 Financial review

Corporate Governance

17 Board of Directors 19 Directors’report23 Corporate Governance report 29 Directors’remunerationreport41 Independentauditors’report

Financial Statements

43 Financial statements 80 Notice of Annual General Meeting 85 Investor information

Future plc is an international media group and leading digital publisher, listed on the London Stock Exchange (symbol: FUTR). These highlights refer to the Group’s annual results for the year ended 30 September 2015.

Group overview

Continuing EBITE

£0.8m 2014: £(10.3)m

Continuing Revenue

£59.8m 2014: £66.0m

Continuing EBITDAE

£3.6m 2014: £(7.0)m

01 Future plc

Continuing Digital Advertising

75% of total continuing advertising revenues (2014: 66%)

EBITE represents earnings before interest, tax, impairment and exceptional items.

Exceptional items for 2014 above includes impairment of intangible assets of £16.8m.

EBITDAE represents earnings before interest, tax, depreciation, amortisation, impairment and exceptional items.

Continuing Users

48.3m a month (Q4 up 3% on Q3)

Net Debt

£(1.8)m 2014: Net Cash £7.5m

Continuing Exceptional items

£(2.5)m 2014: £(24.3)m

Continuing Loss before tax

£(2.3)m 2014: £(35.4)m

02Annual Report and Accounts 2015

Chairman’s statement

Following a year of significant transformation for Future in 2014, the 2015 results show an immediate positive response to the changes. The Group has built on its profitability in all territories throughout the year via the creation of high growth revenue streams, strong audience growth and a commitment to our strategy.

Building momentum

With the transformation activity completed, Future has entered a new and exciting period of regeneration. Our strategy has allowed us to focus on building momentum during the year, particularly around our growing digitalanddiversifiedrevenuestreams.

The strategy and transformed business have mostnotablyresultedinareturntoprofitabilityin all territories. The changes and developments have set us in good stead to progress further into the optimisation stage in 2016 for which the trends are extremely encouraging.

During the year we restructured the balance sheet and a new favourable debt facility is now in place.

As we move forward into 2016 we hold true to our strategy; creating content that connects with audiences, customers and consumers continues to be at the centre of what we do, underpinned by a leaner, simpler business and a strengthened balance sheet.

In order to position Future for growth as we enter the optimisation stage, the Group will split into two separately managed brand-led divisions: Media and Magazine.

On 3 August 2015, we appointed Penny Ladkin-BrandasourChiefFinancialOfficer.We are delighted to have Penny join Future and she brings experience in digital media and digital monetisation models – experience that will prove essential as we continue to drive our digital revenues.

Mark Wood has decided not to seek re-election to the Board at the AGM in February 2016 and the Board would like to take this opportunity to thank Mark for his contribution to Future over the last 5 years, as both CEO and then more recently as a non-executive Director.

On behalf of the Board, I would like to thank all our employees for their hard work, dedication and commitment to our new strategy andreturningFuturetoprofitabilityafteraparticularly challenging period. The Group could not have achieved this transformation without the positive and dedicated approach of our staff.

Peter Allen Chairman

“ With the transformation activity completed, Future has entered a new and exciting period of regeneration.”


Strategic Report

Strategic reportChief Executive’s review

03 Future plc

With Future having now successfully completed an 18-month transformation, 2015 has been a year of building momentum on the back of a simplified and right-sized organisation. Focusing on its Content that Connects strategy allows Future to focus and improve upon its core strengths and its growing digital and diversified revenue streams.

Transformation completed

Future has completed a substantial transformation programme; the Group hasbeensimplified,thebalancesheetstrengthened and non-core assets sold. The headcount has been reduced to around 520 and the property estate rationalised, with theGroupnowoperatingfromtwoUKoffices.

The completion of the transformation is a major milestone for Future, which has revolutionised the way it works and has allowed the Group to focus on the high growth areas within the business.

Momentum building

Leading on from the transformation programme, the focus in 2015 has been to build revenue and profitmomentum.Thisresultedinallterritoriesbecomingprofitableandtheaccelerationofthegrowingdigitalanddiversifiedrevenuestreams.Future has created two new material revenue streams: e-commerce and events, both with attractive margins.

Audience engagement continues to be strong, with over 48 million users a month accessing Future’sdigitalsites.Thetotaldigitalreachacross the portfolio is over 79 million, growing at a rate of 14% YoY on a rolling 12-month basis; whilst the social media reach is also up by 82% over the same period.

In December 2014 the Group set an all-time page view record for Future, delivering 288 million page views throughout the month. In January 2015, Future passed the one billion pageviewmarkforthefinancialyear,quickerthan the business has done before.

Optimisation

After a successful year of building momentum, the Group now enters the optimisation stage. To maximise opportunities, the Group will split into two separately managed divisions, Media and Magazine, with operating models appropriate to their needs.

The two independently managed divisions will manage a number of market leading brands, withsignificantopportunitiesandaremittogrowprofitably.

The Media division will focus on being at the forefront of digital innovation, in particular the high growth technology and games

markets with three complementary revenue streams: e-commerce, events and digital advertising. It has a number of leading brands including techradar, PC Gamer, GamesRadar+, The Photography Show, Generate and Golden Joysticks.

The Magazine division, with ten key titles and around 150 publications in total, will be brand-led with tight management of the decline in revenue.

Creating Content that Connects with audiences, customers and consumers is at thecentreoftheGroup’sstrategyandisnowunderpinned by a leaner, simpler business.

The Group is in a stronger position to optimise on the momentum built during the last financialyear.

The Future Wheel - a virtuous circle of engagement

Growth capital - £3.3m of funds raised

In order for the Group to accelerate the growth opportunities in the Media division, on 27 November 2015 Future raised £3.3m by way of a placing of new shares.

The funds raised will be used to invest in a number of rapidly growing new revenue streams including e-commerce, events and digital advertising. These businesses need investment to grow and develop. The additional funds will enable Future to increase the level of investment into these new revenue

“ We have completed a substantial transformation of the business over the last 18 months, with 2015 being a year of building momentum. All territories are now profitable and we are seeing the acceleration of our growing digital and diversified revenue streams.”

Zillah Byng-Thorne Chief Executive

Brilliant at the Basics

Leaner, Simpler Business


streams beyond that achievable from existing facilities, with the aim of accelerating growth andprofitgeneration.

Digital and Diversified

The focus on understanding the customer need has presented an opportunity to develop a meaningful new revenue stream in e-commerce. The market leading technology site techradar targets consumers when they areintheirresearchphaseandinfluencestheirproductchoicefromthemomenttheyfirstconsider buying to the moment they purchase.

23%oftechradar’sdownstreamtrafficistoretailerwebsites.Uniquedatainsightandcontent resulted in techradar ranking number one on Google search on Black Friday 2014 for “techdeals”andcreatedsignificantrevenues for the Group.

The events portfolio was extended in the year withthelaunchofthefirsteverdedicated PC Gaming show at E3 in the US, which brought in over $550,000 of revenue. The Photography and Creative & Design events continued to show good growth. Awarded “Event of the Year” in the 2015 PPA Awards, The Photography Show had revenue growth of over 40% in 2015.

During 2015 the Group concentrated on building its digital reach to become a market leadingplayeronline.TheGroup’stopbrand,techradar, is the number one UK consumer technology content site. GamesRadar+ and PC Gamer are global brands with a strong foothold in the online market, with PC Gamer being the global number one PC gaming site.

In PC gaming Future is extending its brand reach to connect with the audience in new ways and is now offering a weekly scheduled broadcast channel live streamed on Twitch TV.

CreativeBloqisthenumberoneUK&USdesign content site, with users reaching 4 million, representing 55% growth year-on-year. Within photography, Digital Camera World is the second largest photography website in the UK, and in music, MusicRadar is also number two in its sector online.

Print business

The Group continues to develop and innovate within the print magazine market. With global print circulation of over 620,000, the magazines

and bookazines hold leading market positions and have a global reach with magazines exported to 39 countries.

Future continues to see substantial opportunities internationally with 77 strategic partnerships and 218 licensed editions in 71 countries. The Group has seen an encouraging trend of stabilising copy sales for a number of its print magazines in the second half of this year. This has been achieved through stronger product offerings, better alignment and a focus on execution in the retail team.

The Group is the number one digital consumer magazine publisher in the UK with over 200,000 digital subscriptions and 20,000 digital single issues downloaded every month across Apple Newsstand, Google Play, Amazon, Barnes & Noble, Zinio and its own subscriptions website My Favourite Magazines.

Future continues to maximise its market share with bundled print and digital products, which help to introduce the existing print customers to digital versions.

Managing talent

Future is committed to fostering new talent and developing the expertise within the business. The Group hired 158 new starters during 2015, which is less than 26% of its total headcount. Future re-invested in headcount in areas whereitismostrequiredandathirdofallnewhires are focused on the key areas of product & technology and commercial.

Current trading and outlook

With the additional funds raised to support theGroup’sinvestmentintheMediadivision,theBoardexpectstheGroup’sprofitabilityto continue to grow and seize further margin expansioninthecurrentfinancialyear.

The Directors expect the business to be net cash generative by 2017 and to be generating underlying EBITDAE margins of 8% in 2016 and 12% in 2017.

Zillah Byng-ThorneChief Executive

Strategic Report

We have a digital reach of over 79 million users from across the globe.

We have over 445,000 subscribers worldwide.

Future and its partners reach 62% of the 18-44 male audience in the UK.

Optimised FutureStrategic overview

05 Future plc

Future’s strategy focuses the business on its core skills that make it a market leading content provider. Creating Content that Connects with audiences, customers and consumers is at the centre of the Group’s strategy.

Content that Connects

Creating content that connects with our engaged audiences

Future entertains, informs and engages its consumersinfivekeyverticals–Technology,Games & Entertainment, Music, Photography and Creative & Design through magazines, websites and events. We monetise our audience via paid-for content, commercial sales, ticket sales and e-commerce.

We simultaneously engage and inform consumers with world-class, multi-platform content. This content, which is at the heart of everything we do, is driven by a variety of experts with unparalleled knowledge in their respectivefields.

Future’sportfoliohashighlyengagedandtargeted demographics with Future and its Net Communities partners reaching 62% of the 18-44 male audience in the UK. Our audience ispassionateandloyalwithmagazinereaders’retention rates on average 67%.

We’veseenarapidexpansioninoursocialreach over the last year, achieving a combined reach of over 20 million in September 2015, an increase of 25% from last year. In the same period the number of Facebook fans has increased by 19% and Twitter followers by 45% (a real term increase of 1.2 million followers).

We lead in our verticals; our top technology brand, techradar, is the number one consumer technology content website in the UK, generating its largest ever number of page views in August 2015 of 73 million. Likewise, our leading games sites, PC Gamer and GamesRadar+, now have a combined monthly reach of 16.5 million gamers. The re-launched PC Gamer site has seen page views growth of 91% year-on-year.

MusicRadar delivered some amazing results at the National Association of Music Merchants (NAMM) show in the US, generating 237 news articles and 50 videos, all of which delivered thesite’sbiggestevermonthforpageviewsat 16.2 million.

Digital Camera World continues to provide engaging content at the cutting edge of photographic developments, and has as a result experienced fantastic year-on-year growth in users of 21%.

In line with our B2B technology strategy techradar pro has produced good growth over the past year, seeing its user base increase by 144% year-on-year and monthly page views grow by 10 million, a 249% increase.

Future conducted a cross platform re-launch of its iconic T3 brand by re-designing the magazine, re-platforming the website and re-launching the T3 Awards. The May 2015 re-launch magazine issue saw ad revenue almost double from the prior issue and UK newsstand sales have grown by 32% from half one to half two. Year-on-year social reach has increased by 13% and the site is popular with mobile users whose dwell time has increased by 11%.

Meeting the Consumer Need

Monetising the consumer need through two clear customer experiences

Future operates in two exciting industries at the forefront of change: technology and games. The global technology market is worth more than $2.3 trillion and is forecast to grow by 5.9% in 2016. In 2014 the UK technology market alone was worth £22.9 billion and the US market $225 billion. Future is capitalising on the growth of this market through our leading technology brand, techradar, by providing our audience with two main content types that meet their needs as well as being monetisable: a “how to” channel with expert advice on getting the most out of their favourite gadgets and reviews where they can be helped with their research and compare offers. Also we are focusing particularly on the fastest growing sectors in the technology market with two new content channels for “wearables” and “car tech” making techradar truly the “home of technology”.

The games market in particular is also flourishingasPCgamingenjoysaresurgence,now being larger than the console market. In 2015 the games market is estimated to be worth $74.2 billion and is forecast to grow to $79.7 billion in 2016. PC Gamer is capitalising ontherapidgrowthwiththelaunchofthefirstever dedicated PC gaming show at E3 in the US, with PC Gamer obtaining 3.1 million users and 18.7 million page views during E3 week (upmorethan30%onlastyear’sevent).Thedevelopment of PC Gamer Pro enabled us to take advantage in the global phenomenon of competitive gaming, contributing to an increase in overall monthly page views of over 24 million.

pages of red hot

tech!

172

BMW i8

sony Playstation 4

saMsung galaxy s6 edge

nest Protect

aPPleWatcH

PHONES | WEARABLES | AUDIO | TVS | LAPTOPSMassiVe 2015 aWards issue!

FIRST REVIEWS!

Plus! Why the TV was worth the wait

iss

ue

24

8 A

WA

RD

s is

su

e 2

015

P

RiN

Te

D iN

TH

e u

K £

4.9

9

Discover the must-own tech of 2015 in our bumper awards issue

Discover the incredible Apple upgrades every tech addict has to have

iPHONE 6S & iPAD PRO

WW

W.T

3.c

om

GA

DG

ET

OF

TH

E Y

EA

R

olyMPus oM-d e-M5

To

mo

RR

oW

'S T

Ec

hn

ol

og

y T

od

ay

I T3

aW

aR

dS

20

15 I IS

Su

E 2

48

Strategic Report


In November 2014 Total Film and SFX joined forces with GamesRadar to form GamesRadar+,whichsignifiesthebroadeningof the market leading gaming site as it launchesthreesignificantnewchannels–Movies, TV and Cool Stuff. The migration echoes the progression of how traditional gaming consoles have become home entertainment devices. Reaching eight million users, GamesRadar+ has become a one-stop destination for audiences who love games, filmsandTV.

Throughdirectlymeetingourconsumers’needs, we were able to capitalise on the international sales events of Black Friday and Cyber Monday 2014. These were a great success for us, as we saw our expectations intermsoftraffic,engagementandrevenuesurpassed. Our search page rankings and our content surrounding the events put us in a very strong position, with Black Friday articles alone generating over one million clicks. As a result, we saw record levels of e-commerce revenues, with total revenues generated for our retail partners reaching an unprecedented total of over £1.1 million.

A leaner, simpler Business

Avoiding complexity and keeping it simple

A core part of our strategy is to simplify our business. We have reduced our operating locations in the UK from four to two main offices,whichenablesamuchimprovedexchangeofinformationandsimpler,quickerdecision making.

We have relocated 99% of print content deliverytotheBathofficefromourLondonandUSofficesallowingformorestreamlinedoperationsandamoreefficientcontentcreation process.

We have undergone a platform consolidation from nine platforms to just two, reducing the complexity of our structure and creating a more integrated and complete user experience. We expect all our websites to be migrated over to one common platform during 2016. In order to focus on market leading brands in our core markets, we have also been able to migrate anumberofmarginalsci-fi,filmandvideogames titles to GamesRadar+, transforming the brand into a global powerhouse and a one-stop destination for all modes of entertainment.

Our 2015 bookazine strategy built upon this simplicity,withfourclearlydefinedseriesfordifferent user types and needs – Made Simple, Handbook, Guru Guide and Technology Tips Guide. This strategy allows us to talk directly to our core markets and offer them an extension to what they already love about our titles, whilst reducing the cost and complexity in the process.

Brilliant at the Basics

Building on our strengths; getting the basics right

We continue to focus on our strengths and seek improvement through innovation to make the things we do every day better.

During 2015 we have focused on building our digital reach to become market leading players online. We also lead in events with The Photography Show winning “Event of the Year” in the 2015 PPA Awards and Future winning “Best New Event Organiser” at the Exhibition News Awards.

We have optimised our commercial sales operation by using our deep understanding of the customer needs to drive higher yields as well as increasing programmatic capability to ensure that all inventory is monetised across the Group. Becoming brilliant at these basics has driven our double digit digital display advertising revenue growth this year.

Future in numbers

20.2mSocial Media

Future has 20.2 million followers across all the main social networks.

490mAd Impressions

We facilitate over 490m ad impressions per month.

44%Handheld devices

44% of online sessions are from handheld devices.

863,000Monthly Circulation

We have a monthly global circulation of 863,000.

253mPage Views

Future receives 253m monthly page views.

Technology

Future’stechnologyportfolioismarketleading. Constantly innovating, it moves in line with the fast moving technology market responding with the launch of new channels, such as “wearables” and “car tech”, making the sites responsive so they can be viewed seamlessly across devices and by meeting ouraudience’sneedswithreviews,howto’sand e-commerce offerings.

We reach more mainstream technology enthusiasts than ever before through digital, print and events. Over 24 million users every month use our technology websites, including techradar, T3, Gizmodo UK, Lifehacker UK and Maximum PC. We also have a strong B2B technology offering in techradar pro and ITProPortal.

These websites are supported by a host of market leading print and digital magazines includingMacFormat,theUK’slargestApplemagazine;LinuxFormat,theUK’slargestLinux magazine; Windows: Help & Advice; and T3 magazine. In the US, the magazine portfolio is further strengthened by Mac|Life and Maximum PC.

In events, the annual T3 Gadget Awards, now entering its 10th year, are widely regarded as the Oscars of the UK technology industry, recognising the best technology from the preceding 12 months.

Brands:

techradarT3 Gizmodo UKLifehacker UKMacFormatMac|LifeMaximum PCLinuxFormatITProPortaltechradar proT3 AwardsWindows: Help & Advice

Games & Entertainment

Future’sGames&Entertainmentportfolioisfamous across the globe, reaching 16.5 million userseachmonth.WithTotalfilmandSFXcontent migrating over to GamesRadar+ earlier in the year the site has become the global heart of entertainment providing world class games,filmandtelevisioncontent.

Weholdauniquepositionintheglobalgamesmedia market, combining the strongest games industry partnerships with an innovative multi-channel approach.

With leading brands such as GamesRadar+, PC Gamer, Edge, Gamesmaster, Kotaku UK, OfficialPlayStationmagazineandOfficialXboxmagazine, Future engages with its audience across online, print, digital editions, social media, video, mobile, on-console and events. Thequalityofourmagazineswithinthisportfoliois widely recognised, with Edge winning Specialist Magazine of the Year at the Digital Magazine Awards at the end of last year.

With the world famous movie magazine TotalFilm,andtheequallyrenownedSFX,Futurehasanenviableportfoliooffilmmagazines which engage with movie and TV lovers worldwide.

Future continues to innovate in this sector such asSFXandGamesRadar+launchingthefirstepisode of a new weekly Star Wars show, “Star Wars: Stay on Target” in May 2015 as well as an exclusive bookazine, “Art of Star Wars”.

FuturelaunchedthefirsteverdedicatedPC Gaming show at E3 in the US this year which resulted in 147 million impressions and 1.5 million livestream video plays during E3 week. We continue to host the annual Golden Joysticks awards which go from strength to strength with over 9 million votes this year.

Brands:

GamesRadar+PC Gamer

Kotaku UKEdgeTotal FilmSFXPC Gamer ShowGolden Joysticks Awards

Music

Future has one of the most highly-respected music portfolios in the world with long-established, market-leading brands such as Guitarist, Computer Music and Rhythm. We continue to lead the market through print and digital innovation as we look to target more musicians on a global scale, best seen by the hugely successful development of MusicRadar.

MusicRadar delivered some amazing results at the National Association of Music Merchants (NAMM) show in the US, generating 237 news articles and 50 videos, all of which delivered thesite’sbiggestevermonthforpageviews at 16.2 million.

Brands:

MusicRadarGuitaristTotal GuitarGuitarTechniquesRhythmComputer MusicFuture Music

Photography

Future’sphotographymagazineportfolioismadeupofDigitalCamera,theUK’sbest-selling photography magazine, Photo Plus and NPhoto, “Consumer Magazine of the Year” at the Pixel Awards. These brands are supported by Photography Week, the international number one photography weekly on iPad and iPhone.

The photography portfolio is also responsible foroneofFuture’smostsignificantevents,the award winning The Photography Show

Our portfoliosWhat we do

07 Future plc

Future plc is an international media group creating over 210 magazines, apps, websites and events. Across our portfolios we reach 79 million of the most passionate and loyal consumers in the world.

The films. The faces. EvErything you nEEd to know for thE yEar ahEad

FEBRUARY 2015 issUE 228

60 must see movies

including Star WarS: the Force aWakenS

Mad Max: Fury road

criMSon Peak

SPectre

BirdMan

The 60 besT films of 2014

besT posTersBEst trailErs

WorsT dialogue!

revieW oF the

year

Jurassic World Fast & Furious 7 avengers 2 insurgentant-Man

ISSUE 392

GEAR SPECIAL 2015’S HOTTEST NEW GUITARS, AMPS & EFFECTS

THE GUITAR MAGAZINE

www.guitarist.co.uk | £5.75 | April 2015

Bill Kirchen

carlossantana

Steve luKather

A R T I S T I n T e R v I e w S

MIKE CAMPBELLTom Petty’s picker on his favourite vintage guitars

Suhr ClaSSiC Pro • FA me FoRum I v SD • MatChleSS Nighthawk • FenDeR ’60s JAguA R L AcqueR & RoA D woRn ’60s JA z zm AS T eR • gibSoN CC # 18 1960 leS Paul ‘DutChburSt’ • ec cuS T om Shop peDA L S

g e A R R e v I e w S

On his new album, old guitars & timeless tone

One of the things you find out over time is to play fewer notes. It usually says more

April 2015 priNTED iN THE UK £5.75

ww

w.gu

itarist.co.u

kA

pril 2015

Ma

rk K

no

pfl

er N

AM

M 20

15 Show

Rep

ort M

atch

less N

igh

thaw

kThe G

uitar Magazine

392

Strategic Report

Key Performance Indicators

The key performance indicators are presented on a continuing basis.

2015 2014

Corporate KPIsEBITDAE (£m): 3.6 (7.0)EBITE (£m): 0.8 (10.3)Digital KPIsDigitalandDiversifiedrevenuesasapercentageoftotalrevenues 47% 41%Number of users visiting our websites (monthly) 48.7m 57.3mNumber of page views (monthly) 253m 263mNumber of digital magazines sold per month (thousands) 248 287Digital subscriber base (thousands) 220 250Print KPIsNumber of magazines sold per month (thousands) 628 735Print subscriber base (thousands) 259 281Copies sold as a percentage of copies printed (including subscriptions)

51% 42%

Annual Report and Accounts 2015 08

Business review

Business review

–theUK’slargesteventforenthusiastandprofessional photographers.

Theportfolio’sexpertphotographycontentcomes together online in Digital Camera World, a website which is the second largest photography website in the UK and at the cutting edge of photographic developments. Digital Camera World reaches 1.8m users globally each month.

Future launched a brand new magazine Professional Photography in October 2015, a luxurious new title designed to appeal to professional and advanced photographers, as well as those who just simply love fine-artphotography.

Brands:

Digital CameraN-PhotoPhoto PlusProfessional PhotographerPhotography WeekThe Photography ShowProfessional PhotographyDigital Camera World

Creative & Design

Future’sCreative&Designportfolioreachesover four million web designers, developers, graphic designers and 3D artists through

CreativeBloq,thenumberoneUKdesigncontent website, and the market-leading magazines Net, ImagineFX and Computer Arts, “Visual Arts Magazine of the Year” at the Digital Magazine Awards.

The portfolio also hosts the highly successful Generate events, the conferences for web designers and developers that take place in both London and New York.

Brands:CreativeBloqNetComputer ArtsImagineFXGenerate

nove

mbe

r 20

15

PrIn

TeD

In T

He U

K £

5.49

Issue #01

Iss

ue

#0

1

Don McCullinAt 80 The InTervIew

SebaStiao Salgado on coffee

dougie Wallace hitS haRRodS

Pal hanSen’S PeoPle

aRt of buRning man

maRket youRSelf With inStagRam

Sony a7R ii on teSt

SPecial RePoRt: Self PubliShing

ISSUE 1

Pr

OF

es

sIO

nA

L P

hO

TO

Gr

AP

hY

09 Future plc

Risks and uncertainties

Like all businesses, our business faces risks and uncertainties that could impact on the Group’s achievement of its objectives. Risk is accepted as being a part of operating any business and we have therefore established a continuous process of identifying, evaluating and managing risk.

Risks and uncertainties

Risk management

Risks Description Mitigation

Operating environment The structural change in our operating environment and the pace of the transition from print remain a real risk. There is a risk that print circulation volumes and print advertising revenues decline at a faster rate than anticipated and digital revenues do not grow at a rate to offset the decline.

Future continues to innovate, making available its special-interest content to consumers in print, where we have had a number of successful launches. We create best-in-class content to create an emotional connection with our audiences of engaged enthusiasts, who represent an attractive audience for advertisers. We become an integral part of the purchase cycle which can bemonetisedviaaffiliatesande-commerce.

Debt financing Future has a bank facility totalling £5.5m at 30 September 2015. Failure to comply with the financialcovenantsofthefacilitycouldresultinadditionalfinancecostsandthepossiblewithdrawal of the facility.

Futurecontinuallymonitorsitscashflowsandcovenantsandhasoperatedwithinallitscovenants throughout the year. The existing facility expires in December 2017 with an option for extension available.

Intellectual property Future uses, and grants licences to its licensees allowing them to use, various types of third-party content including music, audiovisual material, photos, images and text. As a publisher, Future is responsible for any intellectual property or other infringement relating to the same and as licensor, Future is responsible to its licensees.

Future produces guidance and in-house training to educate its staff on the importance of obtaining appropriate rights or licences and has a dedicated in-house rights management team. Future’slegalteamreviewsallsignificantlicencesrelatingtothird-partycontentand,whereappropriate, seeks warranties and indemnities relating to the same. Future licenses content to thirdpartiesbasedonstandardcontractswhichseektolimitFuture’sliability.

Financial The long lag time for reporting on sales of exported printed copies continues to be an area of forecasting uncertainty.

Forecastingremainsdifficultinallconsumermarkets.Aswediversifyourrevenuestreams, newactivitiesareinherentlymoredifficulttoforecastaccurately.

Advertising pipelines can be subject to slippage, with the risk that resulting revenue is pushed into later accounting periods.

The Group is exposed to interest rate risk and foreign exchange risk.

TheGroupisexposedtocreditriskinrespectofitsmagazinedistributors,inthatitindemnifiesthem in the event of non-payment by the end customer.

Thesignificantissuesconsideredinrelationtothefinancialstatementsfortheyearended 30 September 2015 are set out in the Audit Committee section of the Corporate Governance report on page 27.

On printed product, in particular bookazines, a more conservative initial view on sales estimates continues with emerging trends becoming more apparent.

Future’sforecastinginrespectofinnovativeproductswillbecomeeasierasthoseproductsdevelop a more consistent customer base and stable business models.

Careful monitoring of the pipeline and bookings to close the gap in the event of any shortfall.

TheDirectorsconsiderFuture’sexposuretointerestrateandforeignexchangerisktobelowandthereforetherearenohedgesinplace(seenote24tothefinancialstatementsformoredetail).

Future regularly reviews the credit worthiness of key distributors and where appropriate considers the need for credit insurance.

Review by Audit Committee with external auditor.

IT The business is increasingly dependent on technology.

In the event of a total network or server failure, or data loss, there would be a major impact on the production of magazines, operation of websites and the operational effectiveness of the business.

Future’snetworkhasatleasttwodiverseroutesforallkeyofficesandbusiness-criticaldatais held on three highly resilient storage devices in different locations. In addition, all core switches are duplicated in different buildings so there are no single points of failure. Servers are distributed across two main data centre locations and several controlled server rooms in different buildings in Bath and San Francisco. Future can switch services from one server to another within a few hours. In addition, all mission-critical services have more than one server so there is no single point of failure. Further investment in the IT infrastructure has been made in 2015 and more is already underway in 2016.

Staff TheGroup’sstrongreputationasaleadingcontentprovidermakesitsstaffpotentiallyattractivetocompetitors.Thereisariskthatkeystaffwillmoveelsewhereifofferedsignificantincreasesin remuneration with which Future is unable to compete.

Future employs people who are passionate about their subject. Future offers a number of staff benefitsandincentiveprogrammestoattractandretainkeystaff,andstepsaretakentoensurethat the Group is not excessively reliant upon any one employee.

Personal data and cyber fraud

A loss of personal data or a cyber attack would trigger the need to notify users and the InformationCommissioner’sOffice(ICO)andFuturemaysufferreputationalrisk,aswellas asignificantfinancialpenalty,ifitisresponsibleforthebreach.

Future seeks to ensure all of its systems comply with best practice as regards to security and has in place a plan to mitigate the effects of any hack. The Group is continually investing andupgradingitsITsystemsandprocessestoensurethattheyaresufficientlyrobustandappropriate for the digital age.

No attacks were suffered in 2015.


Risk management

Risks Description Mitigation

Operating environment The structural change in our operating environment and the pace of the transition from print remain a real risk. There is a risk that print circulation volumes and print advertising revenues decline at a faster rate than anticipated and digital revenues do not grow at a rate to offset the decline.

Future continues to innovate, making available its special-interest content to consumers in print, where we have had a number of successful launches. We create best-in-class content to create an emotional connection with our audiences of engaged enthusiasts, who represent an attractive audience for advertisers. We become an integral part of the purchase cycle which can bemonetisedviaaffiliatesande-commerce.

Debt financing Future has a bank facility totalling £5.5m at 30 September 2015. Failure to comply with the financialcovenantsofthefacilitycouldresultinadditionalfinancecostsandthepossiblewithdrawal of the facility.

Futurecontinuallymonitorsitscashflowsandcovenantsandhasoperatedwithinallitscovenants throughout the year. The existing facility expires in December 2017 with an option for extension available.

Intellectual property Future uses, and grants licences to its licensees allowing them to use, various types of third-party content including music, audiovisual material, photos, images and text. As a publisher, Future is responsible for any intellectual property or other infringement relating to the same and as licensor, Future is responsible to its licensees.

Future produces guidance and in-house training to educate its staff on the importance of obtaining appropriate rights or licences and has a dedicated in-house rights management team. Future’slegalteamreviewsallsignificantlicencesrelatingtothird-partycontentand,whereappropriate, seeks warranties and indemnities relating to the same. Future licenses content to thirdpartiesbasedonstandardcontractswhichseektolimitFuture’sliability.

Financial The long lag time for reporting on sales of exported printed copies continues to be an area of forecasting uncertainty.

Forecastingremainsdifficultinallconsumermarkets.Aswediversifyourrevenuestreams, newactivitiesareinherentlymoredifficulttoforecastaccurately.

Advertising pipelines can be subject to slippage, with the risk that resulting revenue is pushed into later accounting periods.

The Group is exposed to interest rate risk and foreign exchange risk.

TheGroupisexposedtocreditriskinrespectofitsmagazinedistributors,inthatitindemnifiesthem in the event of non-payment by the end customer.

Thesignificantissuesconsideredinrelationtothefinancialstatementsfortheyearended 30 September 2015 are set out in the Audit Committee section of the Corporate Governance report on page 27.

On printed product, in particular bookazines, a more conservative initial view on sales estimates continues with emerging trends becoming more apparent.

Future’sforecastinginrespectofinnovativeproductswillbecomeeasierasthoseproductsdevelop a more consistent customer base and stable business models.

Careful monitoring of the pipeline and bookings to close the gap in the event of any shortfall.

TheDirectorsconsiderFuture’sexposuretointerestrateandforeignexchangerisktobelowandthereforetherearenohedgesinplace(seenote24tothefinancialstatementsformoredetail).

Future regularly reviews the credit worthiness of key distributors and where appropriate considers the need for credit insurance.

Review by Audit Committee with external auditor.

IT The business is increasingly dependent on technology.

In the event of a total network or server failure, or data loss, there would be a major impact on the production of magazines, operation of websites and the operational effectiveness of the business.

Future’snetworkhasatleasttwodiverseroutesforallkeyofficesandbusiness-criticaldatais held on three highly resilient storage devices in different locations. In addition, all core switches are duplicated in different buildings so there are no single points of failure. Servers are distributed across two main data centre locations and several controlled server rooms in different buildings in Bath and San Francisco. Future can switch services from one server to another within a few hours. In addition, all mission-critical services have more than one server so there is no single point of failure. Further investment in the IT infrastructure has been made in 2015 and more is already underway in 2016.

Staff TheGroup’sstrongreputationasaleadingcontentprovidermakesitsstaffpotentiallyattractivetocompetitors.Thereisariskthatkeystaffwillmoveelsewhereifofferedsignificantincreasesin remuneration with which Future is unable to compete.

Future employs people who are passionate about their subject. Future offers a number of staff benefitsandincentiveprogrammestoattractandretainkeystaff,andstepsaretakentoensurethat the Group is not excessively reliant upon any one employee.

Personal data and cyber fraud

A loss of personal data or a cyber attack would trigger the need to notify users and the InformationCommissioner’sOffice(ICO)andFuturemaysufferreputationalrisk,aswellas asignificantfinancialpenalty,ifitisresponsibleforthebreach.

Future seeks to ensure all of its systems comply with best practice as regards to security and has in place a plan to mitigate the effects of any hack. The Group is continually investing andupgradingitsITsystemsandprocessestoensurethattheyaresufficientlyrobustandappropriate for the digital age.

No attacks were suffered in 2015.

01 Identificationofrisks

02 Evaluation of level of risks and controls in place to manage those risks

03 Action taken to manage risks

04 Risks reported and monitored

01. I

DENTIFY 02. EVALUATE03. ACT

04. REPORT

Future’s assessment

of risks

There are a number of general business risks to which Future is naturally exposed in the UK and US. In addition, the range ofindustry-specificrisksfacedbyFuturehas increased since last year, due to the increasingly digital focus of the media landscape and the increasing number of evolving business models.

Our internal controls seek to minimise the impact of risks, as explained in our Corporate Governance report on pages 25 and 26, and during the year we have continued to develop those controls in response to the wider range of risks.

Strategic Report

11 Future plc

Corporate responsibility

Corporate responsibility is integral to the way Future conducts its business. We focus our efforts around three key areas where we think we can make a difference.

Responsible business

1. The environment

A responsible approach to the environment is essential to ensure the future sustainability of our business.

Sourcing paperPaper is the largest raw material we use as a Group. We work hard to make sure that whatever we consume, we do in a way that is ethically responsible and environmentally sustainable. In 2015, 100% of our paper across the Group was sourced from either recycled fibreorsustainableforestswhereatleastonetree is planted for every tree felled. In the UK, Future holds the FSC (Forestry Stewardship Council)ChainofCustodycertification.ThisrecognisesFuture’scommitmenttosourcingpaper supplies from sustainable forests.

In 2015, over 90% of the paper we used in the UKwasFSCcertified.WeactivelyencourageoursupplierstoworktowardsFSCcertificationor one of the other internationally recognised andindependentlyauditedcertificationschemes for environmental care in forest management and conservation

Recycling and wasteThe Group is strongly incentivised to minimise the number of unsold magazines and we employsophisticatedtechniquestohelpachievethis.IntheUK,Future’sunsoldmagazines are recycled. We also support thePPA’sinitiativeencouragingreaderstorecycle their magazines after use and we incorporate the WRAP recycle logo in all our magazines. We comply with our obligations under the Producer Responsibility Obligations (Packaging Waste) Regulations. The disposal of waste materials is also included in our print supplier audit.

Plastic packagingWeuseplasticfilmtopackagemagazinesat retail and to wrap subscriptions copies for mailing. Future is a member of the OPRL (On- Pack Recycling Label) scheme to encourage readerstorecycleplasticfilm.Someplasticfilmsareunsuitedtorecyclingandintheseinstancesweuseoxo-biodegradablefilm.

Supplier auditsWe undertake environmental and ethical audits on our main suppliers which include aspects such as the processing and disposal of effluents,emissionsandwastematerials,andthe use of labour.

2. Our people

Future’semployeesareourmostimportantassets; they are the driving force behind our success as a business.

Health and safetyThe health and safety of all employees is a key priority for the Group. Future is largely anoffice-basedenvironment.Allcompaniesacross the Group comply with relevant legislation and we communicate our health and safety policy to all employees. In the UK, during the year to 30 September 2015, there were no fatalities, two reportable (RIDDOR) injuries, and no minor injuries. There were no fatalities or injuries in the US or Australia during this year.

Policy on disabilityThe Group aims to ensure that when considering recruitment, training, career development, promotion or any other aspect of employment, no employee or job applicant is discriminated against, either directly or indirectly, on the grounds of disability.

If an employee became disabled while in employment and as a result was unable to perform their duties, we would make every effort to offer suitable alternative employment and assistance with retraining.

Internal communicationFuture has policies on employee communication, acceptable use of IT, health and safety and whistle-blowing, and we have a commitment to diversity and opportunity.

We hold regular town hall sessions for all employees, and extended leadership team meetings where we discuss key strategic initiatives and the performance of the business. In the UK we held an all company conference in October 2015. These initiatives ensure that communication is constantly improving across the business, reinforce the building of a positive working environment where we celebrate successes and also help to ensure there is alignment across the business. Our environment is one where we encourage employees to freely give their views and contribute to initiatives, as this continuously develops and improves our offering for the benefitofourconsumersandclients.

3. The community

Future in the wider communityFuture people have been actively involved in the year with a number of national organisations including the Professional Publishers Association, European Magazine Media Association, Association of Online Publishers, NABS, European & Leisure Software Publishers Association, the IPA, the Marketing Society and the International Federation of the Periodical Press.

Employment data across the Group 2015

Split of female:male employees as at 30 September 2015 30%:70%Split of female:male Directors of the Company as at 30 September 2015 3:3Split of female:male members of the Executive Committee as at 30 September 2015 1:5Earnings meet at least legal minimum or minimum set by industry YesCases of reported and proven discrimination or harassment NoneConsultation and communication procedures in place for all areas of the business YesCode of conduct circulated to all existing and new employees YesEmployment of young people under the age of 15 None

Future in the UK holds FSC Chain of Custody certification.ThisrecognisesFuture’scommitment to sourcing paper supplies from well managed forestry.

We are members of the Professional Publishers Association (PPA) and support its initiative encouraging readers to recycle their magazines after use. We incorporate the recycle logo in all our UK magazines.

Strategic Report


Statement of Greenhouse Gas (GHG) Emissions for the Group

Global GHG emissions in tonnes of CO2 equivalent:

Emissions from 2013 (base year) 2015

Total Total

The combustion of fuel: gas for heating and fuel; for vehicles (Scope 1)

UK 470 305US 102 134Total 572 439

The purchase of electricity: heat, steam or cooling by the Group for its own use (Scope 2)

UK 1,310 717US 376 532Total 1,686 1,249

Total Emissions (CO2e Tonnes) 2,258 1,688Total Revenue £112.3m £60.0mIntensity Ratio (CO2e Tonnes per £1m) 20.1 28.1

WehavereportedonalloftheemissionsourcesrequiredundertheCompaniesAct2006(StrategicReportandDirectors’Reports)Regulations2013.

Theemissionssourcesfallwithinourfinancialstatements.Wedonothaveresponsibilityforanyemissionsourcesthatarenotincludedinourfinancialstatements.

Methodology:WehaveusedtheUKGovernment’sEnvironmentalReportingGuidance.Wehaveappliedthe2015DEFRAGHGConversionFactorRepositorytocalculatetheCO2e.AsaGroupwithonlyoffice-basedactivitiesandnomanufacturingactivities,undertheGHGProtocolCorporateStandard,ouremissions fall under Scope 1 (the combustion of fuel) and Scope 2 (the purchase of electricity).

Notes: • Scope1–Timeperiodsforcombustionofgasforheating–figuresforallofficesareforthefinancialyear.Allfiguresareestimatesbasedon%share

ofofficespacewithinleasedbuildingsexceptforUKBathofficeswhichareactualconsumptionwherewholebuildingsorfloorswithinbuildingshavetheir own meters.

• Scope1–Timeperiodsforcombustionoffuelinvehicles–onlytheUKoperatesleasedvehiclesandfiguresfortheconsumptionoffuelarebasedon averaged annual mileage.

• Scope2–Timeperiodsforconsumptionofelectricity–figuresfortheUKandUSofficesareforthefinancialyear.FiguresfortheAustralianofficearepro-ratedfromtypical(August2015)monthlyconsumption.Allfiguresareestimatesbasedon%shareofofficespacewithinleasedbuildingsexceptforUKBathofficeswhichareactualconsumptionwherewholebuildingsorfloorswithinbuildingshavetheirownmeters.

• Scope2–ElectricitySources–Noelectricitywaspurchasedfromownedorcontrolledsources.

• FugitiveEmissions–theGroupbenefitsfromairconditioninginsomeofitsleaseholdbuildings.Thescaleofemissionsfromleaksisverysmall(estimated to be less than 0.5% of total emissions) and is deemed to be immaterial to overall reporting and trends.

• BaseYear-Financialyear2013isourbaselineyear.

• IntensityRatio-weareusing‘Tonnesper£1millionrevenue’.

• Wehavemaintainedourfocusonotherenvironmentalimpacts,particularlyinitiativestoreducewasteandtocontinuesourcingallourmagazinepaper from sustainable forestry.

Financial review

13 Future plc

Digital and Diversified Defined:

• Digitalcirculation• Digitaladvertising• Digitalcommerce• FutureFolio• FutureFusion• Events

The financial results demonstrate that after the completion of the transformation programme that commenced in 2014 the Group is gaining momentum.

Building momentum

Financial summaryThefinancialreviewisbasedprimarilyonacomparisonofcontinuingresultsfortheyearended30 September 2015 with those for the year ended 30 September 2014. Unless otherwise stated, change percentages relate to a comparison of these two periods.

Continuing operations2015

£m2014

£m

Revenue 59.8 66.0EBITDAE 3.6 (7.0)Depreciation charge (0.5) (1.0)Amortisation of intangible assets (2.3) (2.3)Operatingprofit/(loss)pre-exceptionalitems 0.8 (10.3)Exceptional items (2.5) (7.5)Impairment - (16.8)Operating loss (1.7) (34.6)Netfinancecosts (0.6) (0.8)Loss before tax (2.3) (35.4)

Loss per share (p) (0.6) (10.5)Adjustedearnings/(loss)pershare(p) 0.0 (3.2)

Revenue

Grouprevenuewas£59.8m(2014:£66.0m)reflectingthecontinueddeclineinprintrevenues. UK revenue was £47.3m (2014: £53.1m) and in the US £13.4m (2014: £13.7m).

DigitalandDiversifiedrevenuesnowrepresent47%ofGrouprevenues,upfrom41%lastyear,driven by strong growth in events and e-commerce, two areas of strategic importance. Digital display advertisingrevenuegrewby14%andoverallDigital&Diversifiedrevenuegrewby3%.

2015£m

2014£m

DigitalandDiversified 28.1 27.3Print 31.7 38.7Total revenue 59.8 66.0

IntheUK,DigitalandDiversifiedrevenuesincreasedby2%withsignificantgrowthineventsande-commerce being partly offset by a decline in digital editions of magazines. In only its second year,ThePhotographyShowatBirmingham’sNECgeneratedrevenuegrowthofover40%year-on-year, which has partially offset the continued decrease in print revenue.

“ Digital and Diversified revenues now represent 47% of Group revenues, up from 41% last year, driven by strong growth in events and e-commerce, two areas of strategic importance.”

Penny Ladkin-Brand ChiefFinancialOfficer

and Company Secretary

Financial Review


Digital advertising in the UK now represents 71% (2014: 63%) of UK advertising revenues.

IntheUS,DigitalandDiversifiedrevenuesgrew8%,drivenbygrowthindigitaladvertisingande-commerce revenues. Circulation revenue overall fell by 16%. Advertising revenues grew by 18%, where growth in digital advertising more than offset the decline in print advertising.

Digital advertising in the US now represents 82% (2014: 73%) of US advertising revenues.

EBITDAE

TheGroup’sEBITDAEprofitwas£3.6m(2014:£7.0mloss).TheUKEBITDAEprofitwas£3.3m(2014:£5.3mloss)andtheUSmadeanEBITDAEprofitof£0.3m(2014:£1.7mloss).

ThereturntoEBITDAEprofitin2015reflectstheimpactofcostreductionsachievedaspartofthetransformationprogramme.TheGroup’sheadcountwasfurtherreducedfrom577to521employeesandtheUK’soperatinglocationswerereducedfromfourtotwooffices,resultinginaconsiderably lower like-for-like overhead base.

Exceptional items

Exceptional costs were £2.5m (2014: £7.5m). Restructuring costs of £2.8m include headcount reduction and the rationalisation of the property portfolio. Vacant property provisions of £0.4m relatetosurplusofficespaceinboththeUK&theUS.Againof£0.3mwasmadeonthesaleof a UK property and a bad debt credit of £0.4m represents a partial reversal of the prior year exceptional provision.

Net finance costs

Netfinancecostswere£0.6m(2014:£0.8m)reflectinglowercostsassociatedwiththesuccessfulrefinancinginMay2015.

The Group pre-tax loss was £2.3m (2014: £35.4m).

Taxation

The tax credit for the year amounted to £0.3m (2014: £0.5m), comprising a current tax credit of £0.3m (2014: £0.3m) and a deferred tax charge of £nil (2014: £0.2m credit). The current tax credit arises in the UK where the standard rate of corporation tax is 20.5%.

Overall the effective rate for the Group when applied to the loss before tax was 13%. The Group continues to focus on compliance with tax authorities in all territories in which it operates.

Group revenue 2014

1:DigitalandDiversified41%2: Print 59%

2

1

Group revenue 2015

1:DigitalandDiversified47%2: Print 53%

1

2

Financial review

15 Future plc

Group revenue 2015

1:DigitalandDiversified47%2: UK Print 46% 3: US Print 7%

(Loss)/earnings per share

2015 2014

Basic loss per share (p) (0.6) (10.5)Adjustedearnings/(loss)pershare(p) 0.0 (3.2)

Adjustedearnings/(loss)pershareisbasedonthelossaftertaxationwhichisthenadjustedtoexcludeexceptionalitems,impairmentandrelatedtaxeffects.Thecontinuingadjustedprofitaftertax amounted to £0.1m (2014: £10.6m loss) and the weighted average number of shares in issue was 333m (2014: 332m).

Dividend

TheBoardisnotrecommendingafinaldividendfortheyear.

Cash flow and net debt

Net debt at 30 September 2015 was £1.8m (2014: net cash £7.5m), a decrease of £9.3m in the year.

Duringtheyearnetcashoutflowstotalled£9.5m(2014:£14.5minflow).Therewasacashoutflowfromoperationsbeforeexceptionalitemsof£2.3m(2014:£4.3minflow)arisingfromanincreasein the working capital cycle as the business mix changed. There were also £5.2m (2014: £4.6m) of restructuring payments made in the year and £2.0m (2014: £2.6m) of capital expenditure. The sale ofoneoftheGroup’sUKpropertiesamountedtoa£1.2mcashinflow(2014:£nil).Foreignexchangeandothermovementsaccountedforthebalanceofcashflows.

Credit facility and covenants

TheGroupsuccessfullyrefinancedduringtheyear,withfacilitiesofupto£5.5mat 30 September 2015. This amended facility expires on 31 December 2017 with the option of further extension available.

The Group was in compliance with all the covenants under the new facility at 30 September 2015.

Further details are set out in note 21.

1

2

3

Financial Review


Going concern

After due consideration, the Directors have concluded that there is a reasonable expectation thattheGrouphasadequateresourcestocontinueinoperationalexistencefortheforeseeablefuture. For these reasons the Directors continue to adopt the going concern basis in preparing the consolidatedfinancialstatementsfortheyearended30September2015.

Post balance sheet event

On 27 November 2015 the Group announced it had raised £3.3m by way of a placing of Ordinary shares in Future plc.

Key performance indicators (KPIs)

ManagementusesanumberofKPIstomeasuretheGroup’soperationalandfinancialperformance, the most important of these KPIs are set out on page 8.

Conclusion

Now that the transformation programme is complete the Group moves into a period of optimisation, withabalancesheetstrengthenedbyrefinancingoffacilitiesduring2015andthroughraisinganadditional £3.3m by a placing of shares post year-end. The Group is well placed to achieve its ambitions for 2016 and beyond.

TheStrategicReport(whichcomprisestheGroupoverview,Chairman’sstatement,ChiefExecutive’sreview,Strategicoverview,Whatwedo,RisksanduncertaintiesandCorporateresponsibility sections) and the Financial Review are approved by the Board of Directors and signed on its behalf by:

Penny Ladkin-BrandChiefFinancialOfficerand Company Secretary15 December 2015

Strong leadershipBoard of Directors

17 Future plc

Peter AllenIndependent non-executive Chairman

Mark WoodNon-executive


Manjit WolstenholmeSenior independent non-executive

Penny Ladkin-Brand ChiefFinancialOfficerandCompany Secretary

Hugo DraytonIndependent non-executive


Penny Ladkin-Brand ChiefFinancialOfficer and Company SecretaryPennywasappointedasChiefFinancialOfficerand Company Secretary on 3 August 2015, having joined the business as interim Chief FinancialOfficerinJune2015.Priortothisshewas Commercial Director at AutoTrader Group plc. Penny is a chartered accountant with a background in digital media and expertise in digital monetisation models.

Peter Allen Chairman sln

Peter was named Chairman in August 2011. He was Chief Financial Officer of Celltech Group plc between 1992 and 2004. In 2003 he was also appointed Deputy Chief Executive Officer of Celltech until the company was sold in 2004. He was Chief Financial Officer of the electronics company Abacus Group plc from 2005 until the company was sold to Avnet Inc in January 2009. Peter is currently Chairman of Clinigen plc, Advanced Medical Solutions Group plc, Oxford Nanopore Technologies Limited and Diurnal Limited.

Manjit Wolstenholme Senior independent non-executive sln

Manjit joined Future as the senior non-executive Director in February 2011. She is Chairman of Provident Financial plc and CALA Group, and a non-executive Director of Unite Group plc and Aviva Investors. After qualifying as a chartered accountant in 1988 with PricewaterhouseCoopers, Manjit spent 13 years with Dresdner Kleinwort, latterly as co-head of investment banking including more than a decade specialising in the media sector. She was a partner at Gleacher Shacklock from 2004 to 2006

Hugo Drayton Independent non-executive sl

Hugo joined Future on 1 December 2014. He is CEO of the advertising technology business, InSkin Media. Prior to ISM, he spent two years as CEO of behavioural targeting specialist, Phorm, following two years as European Managing Director of Advertising.com. He spent 10 years at The Telegraph Group, as Group Managing Director, and previously as Marketing & New Media Director. Hugo is a Trustee of the British Skin Foundation, chaired the British Internet Publishers’Alliance,andisaregularcontributorto trade press and publishing conferences.

Zillah Byng-Thorne Chief Executive

Zillah was appointed as Chief Executive on 1 April 2014. She joined Future in November 2013asChiefFinancialOfficerandCompanySecretary. Prior to her appointment to the Future plc Board, she was CFO of Trader Media Group – owner of Auto Trader – from 2009 to 2012, and interim CEO of Trader Media from 2012 to 2013. Before this, Zillah was Commercial Director and CFO at Fitness FirstLimitedandChiefFinancialOfficeroftheThresher Group. Zillah is currently a non-executive Director of Betfair plc.

Mark Wood Non-executive

Mark joined Future in April 2009 as an independent non-executive Director. He was appointed as Chief Executive of Future UK in September 2010 and Chief Executive of Future plc in October 2011. He stepped down as Chief Executive on 1 April 2014 and was appointed as a non-executive Director. Before joining Future, Mark was Chief Executive of ITN, the television news organisation, where he developed a range of digital ventures, including a world-leading digital image business. Prior to ITN, Mark was Editor-in-Chief and Head of Media at Reuters. He began his career as a foreign correspondent for Reuters and was based in Berlin, Moscow, Bonn and Vienna. Mark is Chief Executive of Ten Alps plc. Mark has decided not to seek re-election to the Board at the AGM in February 2016.

Corporate G

overnance

s

Member of the Nomination Committee

l

Member of the Remuneration Committee

n

Member of the Audit Committee

19 Future plc

Principal activity

The principal activity of the Company and itssubsidiaries(the‘Group’)asawholeisthe publishing of special-interest consumer magazines, apps and websites, and the operation of events notably in the areas of: Technology; Games and Entertainment; and Photography and Creative.

The Company is incorporated and domiciled in the UK and has subsidiaries operating in the UK, the US and Australia.

Business review

The purpose of the Annual Report is to provide information to the shareholders of the Company.

ReviewsoftheGroup’sactivitiesduringthe year, the position at the year-end and developments since then are set out in the Chairman’sstatement,ChiefExecutive’sreview, the Corporate Governance report and the Financial review. The Financial review and Strategicreportexplainfinancialperformance,KPIs, the position at the year-end, any post balance sheet events, any likely future developments and a description of the principal risks and uncertainties facing the Group and how these are managed.

The Annual Report contains certain forward-looking statements with respect to theoperations,performanceandfinancialcondition of the Group. By their nature, these statements involve uncertainty since future events and circumstances can cause results to differ from those anticipated. The forward-lookingstatementsreflectknowledgeandinformation available at the date of preparation of this Annual Report and the Company undertakes no obligation to update those forward-looking statements.

Result of 2015 Annual General Meeting

All resolutions put to the Annual General Meeting held on 4 February 2015 were passed unanimously on a show of hands. Shareholders holding more than 73% of all issued shares submitted proxy votes and of these, more than 95% were cast in favour of all resolutions.

Reported financial results

Theauditedfinancialstatementsfortheyear ended 30 September 2015 are set out onpages43to79.DetailsoftheGroup’sresults are set out in the consolidated income statement on page 44 and in the notes to the financialstatementsonpages54to79.

Dividends

TheBoard’spolicyisthatdividendsshouldbecovered at least twice by adjusted earnings per share.TheCompany’sEmployeeBenefitTrust(EBT) waives its entitlement to any dividends.

Share capital

The Company has a single class of share capital which is divided into Ordinary shares of one penny each. The rights and obligations attachingtotheCompany’sOrdinarysharesand provisions governing the appointment and replacement of, as well as the powers of, the Directors,aresetoutintheCompany’sArticles of Association, copies of which can be obtained from Companies House in the UK or by writing to the Company Secretary. Save for restrictions that may from time to time be setoutintheCompany’sArticlesofAssociation or imposed by laws and regulations (including the Listing Rules of the

Financial Conduct Authority), there are no restrictions on the voting rights attaching to the Ordinary shares or on the transfer of the Ordinary shares. The Articles of Association may be amended only by a special resolution oftheCompany’sshareholders.

Details of all movements in share capital are given in note 25 on page 75. As at 30 September 2015, the number of shares in issue was 334.4 million. This represents a small increase of 0.2% compared with the number of shares in issue as at 30 September 2014. All of the new shares were issued in satisfaction of employee share awards vesting or Share Incentive Plan matching share awards during the year.

Directors

Biographical details of the Directors holding officeasat15December2015aresetoutonpage 18.

Directors’shareholdingsintheCompany’sshare capital are set out opposite. No Director has any interest in any other share capital of the Company or any other Group company, nor does any Director have a material interest in anycontractofsignificancetotheGroup.

Significant agreements

The provisions of the European Directive on Takeover Bids (as implemented in the UK in theCompaniesAct2006)requiretheCompanytodiscloseanysignificantagreementswhichtake effect, alter or terminate upon a change of control of the Company. In common with many othercompanies,theGroup’sbankfacility(details of which are set out in note 21 on page 70) is terminable upon change of control of the Company. In common with market practice,

Directors’ report

For the year ended 30 September 2015

Significant shareholdings

At15December2015,theCompanyhadbeennotifiedofthefollowingsignificantinterestsinitsOrdinaryshares:

Shareholder Number of sharesPercentage of

issued share capital

Aberforth Partners LLP 96,694,195 26.28%Schroders Plc 89,121,792 24.23%Henderson 67,120,132 18.24%Investec Asset Management Ltd 28,892,556 7.85%UBS 28,724,211 7.81%Herald Investment 20,765,000 5.64%

331,317,886 90.05%Directors’holdings(seeopposite) 2,594,258 0.71%Totalofsignificantholdings 333,912,144 90.76%Total number of shares in issue 367,887,141 100%

The information presented in this Directors’ report relates to Future plc and its subsidiaries. The Chairman’s statement, Chief Executive’s review, Financial review and Corporate responsibility statement are each incorporated by reference into, and form part of, this Directors’ report.

Directors’ report


awardsundercertainoftheGroup’slong-term incentive plans (details of which are set outintheDirectors’remunerationreportonpage 31 and note 26 on page 75) will vest or potentially be exchangeable into awards over apurchaser’ssharecapitaluponchangeofcontrol of the Company. There is also a change of control provision in the service agreements of the two executive Directors, exercisable within three months of a change of control by theCompanyorononemonth’snoticebytheexecutive to expire no later than three months from the date of the change of control.

Financial instruments

InformationinrelationtotheGroup’suseoffinancialinstrumentsissetoutinnote24onpages 71 to 74.

Corporate governance

TheBoard’sreportonthissubjectissetoutonpages 23 to 28.

Political contributions

No political contributions were made during either the current or prior years.

Conflicts of interest

The Board has a set of procedures to ensure that:(i)conflictsofinterestareraisedbyDirectors (and any potential Directors prior to appointment); (ii) appropriate guidelines arefollowedbeforeanyconflictisauthorised(including ensuring that only Directors who have no interest in the matter being

considered will be able to take the relevant decision and in taking the decision the Directors act in a way they consider, in good faith, will be most likely to promote the Company’ssuccess);and(iii)recordsare keptofconflictsofinterestandauthorisations.TheDirectorsaresatisfiedthattheBoard’spowersofauthorisationofconflictsareoperating effectively and that the procedures have been followed. The procedures and any authorisations will continue to be reviewed annually.

Corporate responsibility

The Board considers that issues of corporate responsibilityareimportant.TheBoard’sreport,includingtheGroup’spoliciesonemployee involvement and disability, and a statement on Greenhouse Gas Emissions for the Group, is set out on pages 11 and 12.

Annual General Meeting 2016

AttheCompany’sseventeenthAnnualGeneral Meeting, which will be held on Wednesday 3 February 2016 at 10:30am at Future’sLondonofficeat1-10PraedMews,London, W2 1QY, a number of resolutions will be proposed. The resolutions are set out in the Notice of Annual General Meeting on pages 80 to 81 and an explanation of all proposed resolutions is provided below.

Ordinary resolution 1 – Financial statements

Shareholders will be asked to approve the financialstatementsoftheCompanyforthefinancialyearended30September2015,

together with the reports of the Directors and auditors.Theauditedfinancialstatementsappear on pages 43 to 79.

Ordinary resolution 2 – Directors’ remuneration implementation report

Shareholders will be asked to approve the Directors’remunerationimplementationreportforthefinancialyearended30September2015, which is set out on pages 30 to 35.

Ordinary resolutions 3 to 7 – Election of Penny Ladkin-Brand and annual re-election of other Directors

FollowingPennyLadkin-Brand’sappointmentto the Board on 3 August 2015, she stands for electiontoconfirmherappointment.

Consistent with our policy since 2004, all Directors with the exception of Mark Wood, who has elected not to stand, are proposed for re-election. Biographical details of all Directors are set out on page 18.

Following a rigorous evaluation and taking into account the need for progressive refreshingoftheBoard,theBoardconfirmsthat the performance of each executive and non-executive Director of the Company continues to be effective and demonstrates commitment to the role. The Nomination Committee has carefully considered the timecommitmentsrequiredfromandthecontribution made by each Director and both the Nomination Committee and the Board unanimously recommend that Penny Ladkin-Brand be elected as a Director and each Director standing for re-election be re-elected.

Notes:1. Allholdingsarebeneficial.2. On 27 November 2015, Zillah Byng-Thorne purchased 670,000 shares and on 4 December 2015 Zillah Byng-Thorne transferred these shares to her personal SIPP by way of an on-market sale

and purchase, resulting in a total holding of 1,091,369 shares. Also on 27 November 2015 Penny Ladkin-Brand purchased 150,000 shares resulting in a total holding of 150,000 shares, Peter Allen purchased 100,000 shares resulting in a total holding of 1,100,000 shares and Manjit Wolstenholme purchased 45,000 shares resulting in a total holding of 252,889 shares.

3. Details of the share options and awards for executive Directors are set out on page 33. No such options or awards are granted to non-executive Directors. However, Mark Wood continues to hold options over shares in the Company that were awarded to him as Chief Executive. Details of such awards are also set out on page 33.

Directorsinofficeat30September2015Balance as at

30 September 2014Purchases

during the yearBalance as at

30 September 2015

ExecutiveZillah Byng-Thorne 191,738 229,631 421,369Penny Ladkin-Brand - - -Non-executivePeter Allen 800,000 200,000 1,000,000Manjit Wolstenholme 87,889 120,000 207,889Mark Wood - - -Hugo Drayton - - -Total 1,079,627 549,631 1,629,258

Directors’ shareholdings (audited)

Corporate G

overnance

21 Future plc

Ordinary resolutions 8 and 9 – Auditors

A resolution proposing the reappointment of PricewaterhouseCoopers LLP as auditors of the Company and authorising the Directors to determine their remuneration will be proposed at the Annual General Meeting. An explanation regardingtheBoard’sproposaltoreappointPricewaterhouseCoopers LLP as auditors can be found on pages 27 and 28 in the Corporate Governance report.

Ordinary resolution 10 – To authorise the Directors to issue and allot new Ordinary shares

Under the provisions of section 551 of the Companies Act 2006 (the 2006 Act), the Directors may allot and issue Ordinary shares only if authorised to do so by the Company’sArticlesofAssociationorbyshareholdersatashareholders’meeting.Consistent with guidance issued by the Association of British Insurers (ABI) this resolution will, if passed, authorise the Directors to allot shares up to a maximum nominal value of £2,452,500 as follows:

(a) in relation to a pre-emptive rights issue only,equitysecurities(asdefinedbysection 560 of the 2006 Act) up to a maximum nominal amount of £2,452,500 which represents approximately two thirds oftheCompany’sissuedOrdinaryshares(excluding treasury shares) as at 15 December 2015. This maximum is reduced by the nominal amount of any Relevant Securities allotted under paragraph 10.2 of the Notice of AGM; and

(b) in any other case, Relevant Securities up to a maximum nominal amount of £1,226,250 which represents just under onethirdoftheCompany’sissuedOrdinary shares as at 15 December 2015. This maximum is reduced by the nominalamountofanyequitysecuritiesallotted under paragraph 10.1 of the Notice of AGM in excess of £1,226,250. If granted, this authority would replace all previous authorities granted in this connection. The authority granted by this resolution will expire on 31 March 2017 or, if earlier, following the conclusion of the next AGM of the Company. If the Directors exercise the authority granted

under paragraph 10.1 of the Notice of AGM, they will all stand for re-election at the following AGM.

The Directors do not have any present intention of exercising this authority other than in connection with any exercises under share option and other share incentive schemes, but intend to seek this authority each year. In addition, there may be circumstances where it would be appropriate for the Company to issue new Ordinary shares, suchasanacquisitionwhereitmightbeappropriate for the consideration to be settled in whole, or in part, by the issue of new Ordinary shares. The Company does not hold any shares in treasury.

Ordinary resolution 11 – Approval of political donations

It remains the policy of the Company not to make political donations or to incur political expenditure, as those expressions are normally understood. However, following broaderdefinitionsintroducedbythe2006Act, the Directors continue to propose a resolution designed to avoid inadvertent infringementofthesedefinitions.

The2006Actrequirescompaniestoobtainshareholders’authorityfordonationstoregistered political parties and other political organisations totalling more than £5,000 in any 12-month period, and for any political expenditure, subject to limited exceptions. Thedefinitionofdonationinthiscontextis very wide and extends to bodies such as those concerned with policy review, law reform and the representation of the business community. It could also include special interest groups, such as those involved with the environment, which the Company and its subsidiaries might wish to support, even though these activities are not designedtosupportortoinfluencesupportfor any particular political party.

Special resolution 12 – Disapplication of statutory pre-emption rights

Resolution 12 authorises the Directors incertaincircumstancestoallotequitysecurities for cash other than in accordance with the statutory pre-emption rights (which

requireacompanytoofferallallotmentsforcashfirsttoexistingshareholdersinproportion to their holdings). The relevant circumstances are either where the allotment takes place in connection with a rights issue or the allotment is limited to a maximum nominal amount of £367,880, representing approximately 10% of the nominal value of the issued ordinary share capital of the Company as at 15 December 2015 being the latest practicable date before publication of this notice. Unless revoked, varied or extended, this authority will expire at the conclusion of the next AGM of the Company or 31 March 2017, whichever is theearlier.TheBoardconfirmsthatitwillonly allot shares representing more than 5% of the issued ordinary share capital of the Company (excluding treasury shares) for cash pursuant to the authority referred to in paragraph (b) of resolution 12, where that allotmentisinconnectionwithanacquisitionorspecifiedcapitalinvestment(withinthemeaninggiveninthePre–EmptionGroup’sStatement of Principles) which is announced contemporaneously with the allotment, or which has taken place in the preceding six-month period and is disclosed in the announcement of the allotment. In respect of the authority referred to in paragraph (b) ofresolution12,theBoardalsoconfirmsits intention to follow the provisions of the Pre–EmptionGroup’sStatementofPrinciplesregarding cumulative usage of authorities within a rolling three–year period where the Principles provide that usage in excess of 7.5% of issued ordinary share capital of the Company (excluding treasury shares) should not take place without prior consultation with shareholders, except in connection with an acquisitionorspecifiedcapitalinvestmentasreferred to above.

Special resolution 13 – General meetings on 14 days’ notice

Notice periods for AGMs must give at least 21 days’clearnotice.Forothergeneralmeetings,the old minimum notice period of 14 days was increased to 21 days by the Companies (Shareholders’Rights)Regulations2009,unless shareholders approve a shorter period of at least 14 clear days. In the interests of greaterefficiency,resolution13seekstorenew approval for notice periods of at least 14 clear days.

Directors’ report



Action to be taken

A form of proxy is included with this Annual Report for use in connection with the Annual General Meeting. Please complete and return the form in accordance with the instructions printed on it to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY as soon as possible and, in any event, no later than 10:30am on Monday 1 February 2016. The return of the form of proxy will not prevent you from attending the Annual General Meeting and voting in person if you wish to do so. Further information about the AGM, including about electronic appointment of proxies, is provided on pages 82 to 84.

Recommendations

The Board believes that each of the resolutions to be proposed at the Annual General Meeting is in the best interests of the Company and its shareholders as a whole. Accordingly, the Directors unanimously recommend that you vote in favour of all of the resolutions proposed, as they intend to do in respect of their own beneficialholdings.

Annual General Meeting procedures and result

As in previous years, the Company will: (a) indicate the level of proxies lodged on each resolution together with the balance for and against each resolution and the number of abstentions; (b) announce the results of voting to the London Stock Exchange; and (c) post the results of voting on our corporate website, www.futureplc.com.

Disclosure of information to the auditors

TheDirectorsconfirmthattheyhavecompliedwith the relevant provisions of the 2006 Act in preparingthefinancialstatements.

Inaddition,eachoftheDirectorsconfirmsthat,so far as they are aware, there is no relevant audit information of which the auditors are unaware. Each Director has taken all reasonable steps to ensure that they are aware of any relevant audit information and that the auditors are aware of any relevant audit information.

Statement of Directors’ responsibilities

The Directors are responsible for preparing theAnnualReport,theDirectors’remunerationreportandthefinancialstatementsinaccordance with applicable law and regulations.

CompanylawrequirestheDirectorstopreparefinancialstatementsforeachfinancialyear.UnderthatlawtheDirectorshave prepared the Group and Parent companyfinancialstatementsinaccordancewith International Financial Reporting Standards (IFRSs) as adopted by the European Union. Under company law the Directorsmustnotapprovethefinancialstatementsunlesstheyaresatisfiedthatthey give a true and fair view of the state of affairs of the Group and the Company and of theprofitorlossoftheGroupforthatperiod.Inpreparingthesefinancialstatements,theDirectorsarerequiredto:

:: select suitable accounting policies and then apply them consistently;

:: make judgements and accounting estimates that are reasonable and prudent;

:: state whether applicable IFRSs as adopted by the European Union have been followed, subject to any material departures disclosed andexplainedinthefinancialstatements;

:: preparethefinancialstatementsonthe going concern basis unless it is inappropriate to presume that the Company will continue in business.

The Directors are responsible for keeping adequateaccountingrecordsthataresufficienttoshowandexplaintheCompany’stransactionsand disclose with reasonable accuracy at any timethefinancialpositionoftheCompanyand the Group and enable them to ensure that thefinancialstatementsandtheDirectors’remuneration report comply with the Companies Act2006and,asregardstheGroupfinancialstatements, Article 4 of the IAS Regulation. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are responsible for the maintenanceandintegrityoftheCompany’swebsite. Legislation in the United Kingdom

governing the preparation and dissemination of financialstatementsmaydifferfromlegislationin other jurisdictions.

Each of the Directors, whose names and functions are listed in the Board of Directors sectiononpages17and18,confirmthattothebest of their knowledge:

(a) theGroupfinancialstatements,whichhavebeen prepared in accordance with IFRSs as adopted by the EU, give a true and fairviewoftheassets,liabilities,financialposition and loss of the Group; and

(b) the Strategic report and Financial review include a fair review of the development and performance of the business and the position of the Group, together with a description of the principal risks and uncertainties that it faces; and

Approved by the Board of Directors and signed on its behalf by:

Penny Ladkin-BrandChiefFinancialOfficer and Company Secretary15 December 2015

Corporate G

overnance

Our approach to corporate governance

In this report, we provide detail on the role of the Board of Directors, followed by a more detailed focus on the work of each of the three key committees: the Audit Committee, the Nomination Committee and the Remuneration Committee. Together, these give a clear insight into how we manage corporate governance principles and processes within the Group.

On 13 August 2014, the Group moved from a Premium Listing to a Standard Listing on the OfficialList.

As a Standard Listed entity the Group is not requiredtocomplywiththerequirementsoftheUK Corporate Governance Code (September 2014) (the “Code”) and therefore the Group has not adopted the Code, however the Directors continue to comply with the spirit of the Code.

1. Board of Directors

Membership of the BoardThe Board consists of two executive and four non-executive Directors. Biographies of Directors and details of their other time commitments are set out on page 18.

Board changes during the yearRichard Haley was appointed to the Board as ChiefFinancialOfficerandCompanySecretaryon 1 October 2014 and resigned from these positions on 9 July 2015. Zillah Byng-Thorne was appointed Company Secretary in the interimperiodbetweenRichard’sresignationand the appointment of his successor. Penny Ladkin-Brand was appointed to the Board as ChiefFinancialOfficerandCompanySecretaryon 3 August 2015.

On 1 December 2014, Mark Whiteling stood down as a non-executive Director and Hugo Drayton was appointed in his place. There were no other changes during the year to 30September2015,howeversubsequenttothe year-end Mark Wood signalled his intention not to seek re-election to the Board.

Role of the non-executive DirectorsThe non-executives play a critical role on the Board in overseeing and scrutinising the running

of the business and in ensuring that corporate governance remains at the top of the agenda.

The non-executive Directors all serve three-year terms, terminable by either party on three months’noticeatanytimeandsubjecttotheirelection and annual re-election or removal by shareholders. Although annual re-election is notarequirementforFuture,webelieveitisthebest way to ensure non-executives are directly accountable to shareholders.

All of the non-executive Directors, with the exception of Mark Wood, are considered to be independent by the Board. Mark Wood was Chief Executive of Future plc until 1 April 2014 and holds options over shares in the Company which were granted to him during his time as ChiefExecutive.Consequently,theBoarddoesnot consider that Mark Wood meets the relevant independence criteria. Manjit Wolstenholme is the Senior independent non-executive Director. There is a genuine mix of views and insights, as well as experience.

Each non-executive Director is expected to commit 20 days a year to their role to allow for preparation for, and attendance at, Board and Committee meetings and keeping in touch with the senior management team, shareholders and other stakeholders.

Roles of the Chairman and Chief ExecutiveThe duties and responsibilities of the Board are effectively divided so that the Chairman leads the Board and the Chief Executive leads the business.

Board meetingsThe Board had nine scheduled meetings during thefinancialyearandattendanceissummarisedbelow. The Board had one unscheduled telephone meeting to deal with matters that arose during the year, during which the Chairman and Chief Executive were present.

All Directors are aware of the need to be available and there is a clear contact process. Board meetings are sometimes preceded by an informal dinner where Board Directors can meet with and discuss business issues with the Group’sseniormanagementteam.

There is a regular and comprehensive exchange of information between meetings to ensure Board members are well informed to participate effectively in meetings. Directors

Effective corporate governance requires not just compliance with legislative and regulatory requirements, but also applying the principle of good governance in the boardroom and throughout the business.

Good PracticeCorporate Governance report

23 Future plc

Quick find contents

Board of Directors Page 23

Audit Committee Page 26 Nomination CommitteePage 28

Remuneration CommitteePage 28

“ Although Standard Listed, we continue to comply with the spirit of the Corporate Governance Code. ”

Penny Ladkin-Brand ChiefFinancialOfficer and Company Secretary

receive a Board pack before each meeting with minutes of the previous meeting, all papers for agenda items, a report from the Company Secretary summarising any key legal issues andprovidinganyregulatory/legislativeupdates, and a summary of share ownership and recent share dealing. Similar packs are provided for all Committee meetings. Between meetings, the Board receives a monthly Board report written by the executive Directors whichsummarisesfinancialandoperationalperformance and provides updates on key programmes within the business.

There is a written schedule of matters reserved for the Board which sets out those matters thatrequireBoardapprovalincludingsettingstrategy,approvingbudgetsandfinancialstatements and setting up policies. This schedule was reviewed in July 2015 and it was noted that 39 matters had been considered by the Board during the year. The schedule is availableontheCompany’swebsiteatwww.futureplc.com. The Board delegates day-to-dayoperationalmatterstotheGroup’sseniormanagement team.

DirectorAttendance

(9 scheduled meetings)

Peter Allen 9 of 9 Zillah Byng-Thorne 9 of 9Manjit Wolstenholme 9 of 9 Mark Wood 9 of 9

Hugo Drayton (appointed 1 December 2014) 7 of 7

Penny Ladkin-Brand (appointed 3 August 2015) 2 of 2

Richard Haley (appointed 1 October 2014 and resigned 9 July 2015)

7 of 7

Mark Whiteling (resigned 1 December 2014) 2 of 2

Board decisions are made unanimously whenever possible, but can be made by majority. If Directors have concerns that cannot be resolved about the running of the Company or a proposed action, their concerns are recorded in the minutes. No such concerns arose in the year. The Board regularly appoints a sub-committee consisting of at least two Directorsinordertofinaliseandapprovethosematters that have been approved in principle bytheBoard,subjecttofinalamendmentsonly.A permanent sub-committee consisting of at least two Directors exists to approve the issue and allotment of new shares in satisfaction of employee share schemes.

The Board has a number of nominated advisers (as listed on page 86). During the lastfinancialyearmeetingswereregularlyheld with key advisers to keep them aware of issues, and PricewaterhouseCoopers LLP attended Audit Committee meetings and briefingswithmembersoftheexecutiveandseniorfinanceteams.

Advice and supportAll Directors have access to the Company Secretary who can advise them on issues of governance, best practice and any other legislative or regulatory matters.

The appointment and removal of the Company Secretary is a Board decision. The Directors may also take independent professional adviceattheCompany’sexpenseprovidedthat they give notice to the Chairman. No such advice was sought during 2015. The Company maintains appropriate insurance for its Directors.

Effective Development

Training and inductionTheBoard’straininganddevelopmentpolicyrequiresthatallnewDirectorsshouldreceive appropriate induction on joining theBoard,bothinrespectoftheGroup’s


Summary of performance evaluation

Objectives for 2015 Steps taken during 2015

Complete the restructuring of the Group Transformation programme has been completed and optimisation phase commenced

Support management with growth in the US USdeliveredEBITDAEprofitforthefirsttimeinfiveyears.

Corporate G

overnance

Terms of reference for the Audit, Remuneration and Nomination Committees

The terms of reference for all Committees are available on theCompany’swebsiteat www.futureplc.com

i

Corporate Governance report

25 Future plc

activities as a whole and of each operating company individually. Ongoing training for Directors is available as appropriate whether by presentations to the Board by senior management or more formally where individualDirectorsrequesttrainingonspecificissues.Thetraininganddevelopmentneeds of each individual Director are assessed and discussed as part of the annual Board performance evaluation process. The Board encourages appropriate training, and regular updates and refresher sessions are provided by the Company Secretary and the Company’slegaladvisersandauditors,toinform the Board or relevant Committees of important changes in legislation, regulation and best practice.

Performance evaluation

The Directors completed a detailed Board performanceevaluationquestionnaireaspart of the annual performance evaluation process.Eachquestionnairewasanalysedand the results were presented to the Board for discussion. The Chairman discussed theBoard’sperformanceduringtheyearandanyspecificrequirementsfortrainingand development with each Director. During the process the Board also compared its performance with the results and recommendationsfromtheprioryear’sperformance evaluations and noted that theBoardhadmadesignificantprogressin dealing with the risks and challenges identifiedfortheyear.TheBoardconsidersthisexercisetobeofsignificantvalueinensuring a functional and effective Board and Committees.

The Chairman also met with the non-executive Directors during the year without the executive Directors, in order to assess the performance of the executive Directors.

Going concernTheDirectorsarerequiredtomakeanassessmentoftheGroup’sabilitytocontinueto trade as a going concern. After due consideration, the Directors have concluded that there is a reasonable expectation that the Grouphasadequateresourcestocontinuein operational existence for the foreseeable future. For this reason they continue to adopt the going concern basis in preparing the Group’sfinancialstatements.

Credit facilityIn May 2015, the Company arranged new bank facilities totalling £5.5m with Santander which run until 31 December 2017, with an option of further extension.

Financial covenant complianceKeycovenantsaretestedquarterly.TheGrouphascovenantsinrespectofnetdebt/bankEBITDA(E),bankEBITDA(E)/interestandcapital expenditure, all of which were met at 30 September 2015.

Risk management and internal controlsDetailsoftheprincipalrisksandtheGroup’sapproach to managing them are set out on pages 9 and 10. The Board conducted an annualreviewoffinancial,operational, legal and compliance risks with the assistance of members of the Group legal andfinanceteamsandtheExecutiveCommittee to ensure that there is a sound system of internal controls in place and that thesearesufficienttomanage(ratherthaneliminate) those risks effectively. No significantfailingsorweaknesseswereidentifiedaspartofthisreview.

The internal controls that are in place to ensure effective risk management are structured toensureatimelyflowofinformationwithinthe Group and a clear structure of delegated authority and responsibility. The main features oftheGroup’sinternalcontrolandriskmanagement systems are explained further in the following paragraphs.

The Board approves a set of control documents which specify:

(i) variousfinancialandtreasurypoliciestobe followed across the Group; and

(ii) the powers of delegated authority across the Group.

TheGroupfinanceteammanagesthefinancialreporting processes ensuring that there is appropriatecontrolandreviewofthefinancialinformation including the production of the consolidatedfinancialstatements.Groupfinanceissupportedbyoperationalfinancemanagers throughout the Group who have the responsibility and accountability to provide information in accordance with our policies and procedures.

“ The Board completed a self-performance evaluation as we continue to adopt the spirit of the Code.”



The Executive Committee hold monthly management meetings with combined UK and US senior management in order to provide a properopportunityforfinancialresultsandother business and operational issues to be explored and addressed in a timely manner.

Internal auditThe Audit Committee and the Board have again during 2015 reconsidered whether there is a need for an internal audit function. It was concluded that, whilst an independent internal audit department with the necessary technicalskillsisnotcurrentlyjustified,theCommittee should continue to review this subject each year.

Whistle-blowing policyAs part of its internal controls, the Group has a whistle-blowing policy which is updated regularlyandpublishedontheGroup’sintranet to encourage employees to report, in good faith, any genuine suspicions of fraud, bribery or malpractice in order to identify any problems within the Group at an early stage. The policy is also designed to ensure that any employee who raises a genuine concern is protected.

Relations with shareholders/communicationWe aim to have an open relationship with ourshareholders,andshareholderscanfindup-to-date information on Group activities on theCompany’swebsiteatwww.futureplc.com.ThereisaspecificInvestorRelationssectionon that site which includes links to all of the Group’spublicannouncementsmadeviatheRegulatory News Service of the London Stock ExchangeincludingtheCompany’slatestannual and interim results.

All Directors are available to meet shareholdersattheAGMoronrequestby contacting the Chairman or Company Secretary. Because more than 80% of theCompany’ssharesareheldbymajorinstitutions, the executive Directors hold a series of meetings presenting the interim and annual results to these institutions in order to update them on the progress of the business and gauge their views following the analyst presentations of the results.

In order that all Directors are aware of the views of shareholders, Board packs include a note

of views as expressed by shareholders during meetings held with Directors or as reported toDirectorsthroughtheCompany’sbrokers,togetherwithcopiesofanalysts’notes,pressarticles and other relevant information.

2. Audit Committee

MemberAttendance


Mark Whiteling (Chairman resigned 1 December 2014)

1 of 1

Peter Allen 3 of 3

Manjit Wolstenholme1 (Chairman from 1 December 2014)

3 of 3

1. The Chairman of the Committee, Manjit Wolstenholme, has recentandrelevantfinancialexperience.

TheAuditCommittee’sprimaryobjectiveistoprovideeffectivefinancialgovernanceandmonitortheintegrityoftheGroup’sfinancialstatements and internal controls.

The Audit Committee meets before the interim and annual results announcements and reviews therelevantfinancialresultswiththeexecutivemanagement team and the external auditors. The Audit Committee also meets separately for the purposes of planning the audit process, monitoring its effectiveness, reviewing the Group’srelationshipwiththeexternalauditorsandundertakingadetailedreviewoftheGroup’sinternal controls and risk management systems. It considered whether the 2015 Annual Report was fair, balanced and understandable and advised the Board accordingly.

The Audit Committee carries out the functions requiredbyrule7.1.3oftheDisclosureandTransparency Rules.

Significant financial reporting judgements The Audit Committee discussed the key risks and judgements with management and the auditors as part of the audit planning process in July 2015. At the same time they discussed and agreed upon appropriate levels of materiality in the context of the anticipated results for the year. As a result of those discussions an audit planwasagreedandsubsequentlyexecuted.

Corporate G

overnance

Re-election of Directors

Wearenotrequiredtoofferall our Directors up for annual election, however, all our Directors take individual and collective responsibility for the decisions that the Board makes and are happy to let shareholders judge their performance by standing for annual re-election. We have followed this practice since the AGM in 2005.

i

Thesignificantjudgementsconsideredinrelationtothefinancialstatementsfortheyear ended 30 September 2015, which were originallyidentifiedanddiscussedaspartofthe planning process referred to above, are set out below and were addressed as follows:

1. Revenue recognition

The areas of revenue which carry the most judgement are newstrade revenue (both domestic and export). Management has carefully considered the estimates of returns made in respect of newstrade revenues and the recognition of revenues on the larger advertising contracts and have concluded that they are appropriate. The estimates and judgements made have been discussed with the auditors and the Audit Committee.

2. Carrying value of goodwill and long lived assets

IAS36requiresanimpairmenttesttobe performed for goodwill on an annual basis or where there is an indication of impairment. Management prepared a detailed impairment assessment of the UK business at 30 September 2015.

The key assumptions made in that

assessment were as follows:

- Long term growth rate to perpetuity 2.0%

- EBITDAE margins assumed 5.2% to 12.4%

- Discount rate (post-tax) 9.0%

Management concluded that no impairmentwasrequired.TheAuditCommittee agree with this conclusion.

3. Going concern

The Audit Committee has considered the going concern assumption as set out on page 25. Management prepared detailed assessments of going concern that set out all relevant considerations. These were reviewed in depth by the Audit Committee, whoconfirmedthattheseassessmentscontinued to support the position of the Group as a going concern.

4. Exceptional items

Duetothefinalisationofthetransformationprogramme in the year there are a number of items considered exceptional in nature. The Audit Committee has discussed the items with the auditors and agrees with the conclusion that these items should be presented as exceptional.

5. Tax

The Audit Committee has reviewed the tax position of the Group with management and the auditors. During the year, the Committee has been actively involved in considering any areas of judgement relating to tax positions in the UK, US and Australia.

Audit feesThe Audit Committee has reviewed the remuneration received by PricewaterhouseCoopers LLP for non-audit workconductedduringthefinancialyear. The fees for non-audit work were comparable with the audit fee. For further details regarding feespaid,seenote4tothefinancialstatements on page 56.

Auditor independenceTheAuditCommitteemonitorstheCompany’ssafeguards against compromising the objectivity and independence of the external auditors by performing an annual review of non-audit services provided to the Group and their cost, reviewing whether the auditors believe there are any relationships that may affect their independence and obtaining writtenconfirmationfromtheauditorsthatthey are independent.

Forthefinancialyearended30September2015, the Audit Committee has conducted itsreviewoftheauditors’independenceandconcludedthatnoconflictofinterestexistsbetween PricewaterhouseCoopers LLP audit and non-audit work, and that their involvement in non-audit matters, which mainly comprised advice in respect of various share incentive issues and taxation, was the most effective way of conductingtheGroup’sbusinessduringtheyear.

Auditor appointment policyThe Audit Committee has reviewed its policy for appointing auditors and awarding non-audit work.

Corporate Governance report

27 Future plc

“ The Audit Committee monitors the Company’s safeguards against compromising the objectivity and independence of the external auditors.”

Manjit Wolstenholme Chairman of the Audit Committee


The Group has had little non-audit work, buthasanopenmindaboutinstructingfirmsother than PricewaterhouseCoopers LLP where appropriate.

On the recommendation of the Audit Committee, the Board has decided that it is in the best interests of the Company to put a resolution to shareholders that PricewaterhouseCoopers LLP, who have beentheCompany’sexternalauditorfor 16 years, be reappointed as auditors for the forthcoming year. The resolution to appoint PricewaterhouseCoopers LLP will propose thattheyholdofficeuntiltheconclusionof the next Annual General Meeting at which accounts are laid before the Company, at a level of remuneration to be determined by the Directors.

3. Nomination Committee

MemberAttendance

(1 scheduled meeting)

Peter Allen (Chairman) 1 of 1Manjit Wolstenholme 1 of 1

Hugo Drayton(appointed 1 December 2014) 1 of 1

Mark Whiteling(resigned 1 December 2014) -

In addition to the scheduled meeting, there was one conference call during the year on which all Committee members were present to discuss the appointment of Penny Ladkin-BrandasChiefFinancialOfficerandCompany Secretary.

Penny brings with her a wealth of experience in digital media and digital monetisation models and the Board believes that the executive team are well placed to take the Group forward into the next phase of its strategy.

Following discussion of the skills and contribution of each Director, the Nomination Committee supports the proposed re-election of all Directors standing for re-election at the 2016 AGM and the election of Penny Ladkin-Brandtoconfirmherappointmenttothe Board. In line with best practice, each Committee member seeking re-election was

excluded from approving the proposal for their re-election.

4. Remuneration Committee

MemberAttendance


Manjit Wolstenholme (Chairman) 3 of 3

Peter Allen 3 of 3

Hugo Drayton(appointed 1 December 2014) 1 of 1

Mark Whiteling(resigned 1 December 2014) 2 of 2

There were three scheduled meetings and one unscheduled meeting during the year, at which all Committee members were present.

The Remuneration Committee determines the remuneration packages of executive Directors, including performance-related awards and share-based incentives, remuneration policy, which includes the individual bonus targets for executive Directors and performance criteria attached to share-based incentives, the remuneration of the Chairman, recommendations of remuneration levels for non-executive Directors and senior management in line with industry remuneration packages and the implementation of any new share-based incentive scheme proposed to beimplemented.TheDirectors’remunerationreport is set out on pages 29 to 39.

Approved by the Board of Directors and signed on its behalf by:

Penny Ladkin-BrandChiefFinancialOfficer and Company Secretary 15 December 2015

Corporate G

overnance

Investor Relations

ForcopiesofalloftheGroup’spublic announcements made via the RNS and copies of theCommittees’termsof reference, visit

www.futureplc.com/investors

i

Directors’ remuneration report


29 Future plc

Annual statement

Dear shareholders,

IampleasedtopresenttheDirectors’remunerationreportforthefinancialyearended 30 September 2015. This report has been prepared on behalf of the Future plc Board by the Remuneration Committee, and has been approved by the Future plc Board.

AsrequiredundertheLargeandMedium-sizedCompaniesandGroups(AccountsandReports)(Amendment)Regulations2013(Sl2013/1981)Directors’RemunerationRegulations, this report is split into three sections: this letter, an Implementation report, settingoutdetailsofDirectors’remunerationforthefinancialyearended30September2015,andaRemunerationpolicyreport,repeatingtheGroup’sremunerationpolicy(“Policy”) for executive and non-executive Directors for the three year period from 1 October 2013.

The key challenges faced by the Remuneration Committee during the year were: determining and setting incentives of the new senior management team which was recruited as part of the transformation of the business, to ensure alignment with the executive Directors; setting appropriate performance targets for short-term and long-term incentives for both executive Directors and the new senior management team during this periodofsignificantchangefortheGroup,andthechangeofChiefFinancialOfficer.

During the year to 30 September 2015, the Committee has considered the level and make-upoftheexecutiveDirectors’remunerationpackages,includingthegrantofshare-basedincentive awards and the basis of performance-related bonuses, details of which are set out in the Implementation report and the Policy. The Committee, in particular, focused its effortsatthebeginningofthefinancialyearonupdatingtherulesandtheperformancetargets of the Performance Share Plan (PSP) as part of the process of extending the PSP, as well as extending the Deferred Annual Bonus Scheme (DABS) and updating the rules. The Committee consulted with major shareholders in relation to certain changes to thePSP,including:(i)allowing10%oftheCompany’sissuedsharecapitaltobeissuedover any ten year period in relation to any employee share incentive schemes, whether discretionary or not, and (ii) the setting of new performance targets for the PSP which the Committee considers to be more appropriate to the current scale, size and future development of the Group.

Further, the Committee replaced the all employee save-as-you-earn scheme (Sharesave) with a share incentive plan (SIP) in order to encourage active employee share ownership. The Committee believes that by holding shares in the Company employees will be more productiveandfeelmoreinvestedintheCompany’sfuture,sharinginthesamerisksandrewards as all shareholders.

The remuneration philosophy is designed to ensure that reward for performance is competitive and appropriate for the transformational phase that the Group has undergone, as well as the future development of, and the results delivered by, the Group. The remuneration policy seeks to align remuneration with shareholder interests based on the achievement of strategicobjectivesandfinancialperformance.Asaresult,remunerationlevelsaredesignedtoreflecttherelativeperformanceofthebusinessfortherelevantperiod.

We believe that the Policy incentivises the executive team to deliver growth in the short, medium and long term.

Manjit Wolstenholme15 December 2015

The remuneration philosophy is designed to ensure that reward for performance is competitive, and appropriate for the transformational phase that the Group has undergone as well as the future development of, and results delivered by, the Group.

Quick find contents

Implementation report

Remuneration policy report Page 36

The remuneration policy seeks to align remuneration with shareholder interests based on the achievement of strategic objectives and financial performance.


Implementation report

Corporate G

overnance

Remuneration Committee

Four independent non-executive Directors served on the Remuneration Committee during the year to 30 September 2015: Manjit Wolstenholme chairs the Committee, Peter Allen served throughout the year, Mark Whiteling served until he stepped down from the Board with effect from 1 December 2014, and Hugo Drayton served on the Committee from his appointment to the Board on 1 December 2014. On 1 October 2014, Richard Haley,(formerly)ChiefFinancialOfficerandCompany Secretary, was appointed as Secretary to the Committee. Following his resignation from the Board on 9 July 2015,

Richard Haley was replaced as Secretary to the Committee by Zillah Byng-Thorne on an interim basis until the appointment of Penny Ladkin-Brand on 3 August 2015.

The Committee is responsible for determining the basic annual salaries, incentive arrangements and terms of employment of executive Directors, for making recommendations regarding non-executive Directors’fees,thelevelandmake-upoftheremuneration packages of senior managers, including bonus schemes and share-based incentives, and ensuring that remuneration policies and practices do not encourage excessive risk-taking. The Committee is also

responsibleforfixingtheChairman’sremuneration and approving the terms of any new share-based incentive scheme for any employees of the Group, subject, where appropriate, to shareholder approval.

It is the Board that is responsible for determining the remuneration of non-executive Directors following the recommendation of the Committee as set out on page 32.

No Director is involved in deciding his or her own remuneration. As explained on page 24, the terms of reference of the Remuneration Committee, reviewed annually, are available on theCompany’swebsite.

Single Total Figure of Remuneration (audited)

The remuneration of the Directors is set out below:

Salary/fees Benefits1 Annual bonus2 PSP2 Pension Total

2015 £’000

2014 £’000

2015£’000

2014£’000

2015 £’000

2014 £’000

2015 £’000

2014 £’000

2015£’000

2014£’000

2015 £’000

2014 £’000

Executive Directors in office as at 30 September 2015Zillah Byng-Thorne 296 209 10 8 128 63 - - 37 26 471 306Penny Ladkin-Brand 3 29 - - - 15 - - - - - 44 -Total for executive Directors 325 209 10 8 143 63 - - 37 26 515 306

Non-executive Directors in office as at 30 September 2015Peter Allen 120 120 - - - - - - - - 120 120Manjit Wolstenholme 49 45 - - - - - - - - 49 45Hugo Drayton6 33 - - - - - - - - - 33 -Mark Wood 5 20 - - - - - - - - - 20 -Total for non-executive Directors 222 165 - - - - - - - - 222 165

Former executive DirectorsMark Wood5 - 146 - 5 - - - - - 18 - 169Richard Haley4 135 - 7 - 28 - - - 6 - 176 -Total for former executive Directors 135 146 7 5 28 - - - 6 18 176 169

Former non-executive DirectorMark Whiteling 8 45 - - - - - - - - 8 45

Total 690 565 17 13 171 63 - - 43 44 921 685

Notes:1. BenefitsforexecutiveDirectorscompriseprincipallycarallowance,privatehealthinsuranceandlifeassurance.TherewerenotaxableexpensespaidtoanyDirectorintheyear.2. Details relating to the Annual Bonus Scheme and the Performance Share Plan (“PSP”) are set out on pages 31 and 32.3.PennyLadkin-BrandwasappointedtotheBoardon3August2015,replacingRichardHaleyasChiefFinancialOfficerandCompanySecretary.4. Richard Haley was appointed to the Board on 1 October 2014 and resigned on 9 July 2015. He received pay in lieu of notice for the period from 9 July 2015 to 30 September 2015 totalling £40,203 and

no further amounts are payable. 5. Following termination of his appointment as Chief Executive with effect from 1 April 2014, Mark Wood received £27,552 per month during the 12-month period up to and including March 2015, which

relatedtobasicsalary,carallowanceandcashsupplementinlieuofpensionpayments.ThesemonthlypaymentsweretobereducedbytheamountofanyfeesorbenefitspayabletoMarkWoodinrespect of any other position that he took up during this 12-month period including fees payable in respect of his appointment as non-executive Director of Future plc, although he was entitled to retain anyfeesand/orbenefitspayableinrespectofthefirstnon-executivedirectorrolethatheacceptedinadditiontohisroleasnon-executiveDirectorofFutureplc.MarkWoodwasappointedaschiefexecutive of Ten Alps plc with effect from 15 December 2014 but he received no remuneration for this role in the period from appointment to 31 March 2015.

6. Hugo Drayton was appointed to the Board on 1 December 2014.

The following report provides details of Directors’ remuneration for the year ended 30 September 2015. In setting remuneration for the year, the Committee applied the principles set out in the Remuneration policy report.



31 Future plc

Performance-related bonus (Annual Bonus Scheme)

Operation of the scheme

The performance-related bonus is subject to bothprofitrelatedandsubjectiveindividualperformance criteria, with 20% of the potential maximum performance-related bonus payable being subject to subjective individual performance criteria determined by the Committee, although the Committee has discretion to vary the potential total maximum bonus, the weighting of the variable elements and the stretch of the targets in order to incentivise or recruit executive Directors, provided that the total potential maximum bonus payable for any year shall not exceed 150% of salary and the bonus shall only be payable for over performance. The potential maximum performance-related bonus payable under the Annual Bonus Scheme during 2015 was 120% of basic annual salary to Zillah Byng-Thorne as Chief Executive and 50% of basic annual salary to Penny Ladkin-Brand as ChiefFinancialOfficer.

The potential maximum performance-related bonus that was payable to Richard Haley under the Annual Bonus Scheme during 2015 was 50% of basic annual salary. As an incentive to aid recruitment of Richard Haley, a contractual bonusequaltoonethirdofthe2015potentialmaximum bonus is payable in December 2015.

Payment of any performance-related bonus under the Annual Bonus Scheme is usually made in December, following announcement of the preliminary results and conclusion of the auditinrespectoftheprecedingfinancialyear.Payment of any performance-related bonus is also subject to the executive Director being intheCompany’semploymentatthetimeofpayment of such performance-related bonus and not having given or received notice of termination of employment and certain other events not having occurred.

Performance targets

Theprofitcriteriaforpaymentoftheperformance-related bonus set for 2015 was in a range from 85% to 115% target EBITDAE, as follows:

:: If EBITDAE is more than 15% below targetEBITDAE,noprofit-relatedbonuswill be payable.

:: If EBITDAE is 15% below target EBITDAE, 10% of the potential maximum of the profit-relatedbonuswillbepayableintheevent that the Committee determines, in its absolute discretion, that such payment is merited by the individual.



:: If EBITDAE target is achieved, 50% of the potentialmaximumoftheprofit-relatedbonus will be payable.

:: If EBITDAE target is exceeded by 5%, 65% of the potential maximum of the profit-relatedbonuswillbepayableintheevent that the Committee determines, in its absolute discretion, that such payment is merited by the individual.

:: If EBITDAE target is exceeded by 10%, 85% of the potential maximum of the profit-relatedbonuswillbepayableintheevent that the Committee determines, in its absolute discretion, that such payment is merited by the individual.

:: If EBITDAE target is exceeded by 15% or more, 100% of the potential maximum of theprofit-relatedbonuswillbepayable.

:: If EBITDAE falls in between any of the above levels, a percentage of the potential maximumprofit-relatedbonuswillbepayable, on a pro rata basis to the levels expressed above, in the event that the Committee determines, in its absolute discretion, that such payment is merited by the individual.

The EBITDAE target is not disclosed as this is believed to be a commercially sensitive number but it is set by the Committee to be challenging and is set by reference to the budget for therelevantfinancialyear.Theindividualperformance criteria set by the Committee were designed to reward the successful implementationofspecificelementsoftheGroup’sfinancialandoperationalstrategy.

Payment of any part of the individual performance-related bonus is subject to the 85%EBITDAEfloorbeingachieved.

Actual performance against targets for the year

Based on EBITDAE performance achieved for 2015, and on individual performance measures, the Committee awarded a total Annual Bonus payment of £127,980 to the Chief Executive. The Committee also exercised its discretion to award abonusof£15,000totheChiefFinancialOfficer.These payments were made in November 2015, theChiefExecutiveandChiefFinancialOfficerinvested their bonuses in the placing of shares which took place on 27 November 2015.

2005 Performance Share Plan (PSP)

Operation of the scheme

The PSP has been in operation since 2005 and is designed to reward performance over a three-year period in the context of performance targets which are designed to align the

interests of the executive Directors with those of the shareholders. Those targets are set out below and opposite. The maximum amount of anawardinanyfinancialyearisnormally100%of basic annual salary. However, in exceptional circumstances, where it is felt necessary to provide further incentive to the executive Directors, awards of up to 200% of basic annual salary may be approved. Awards under this scheme are granted to executive Directors and key senior executive management.

The PSP was due to expire in January 2015 and, following consultation with shareholders, it was renewed for a further ten years. In addition, the PSP rules were updated to bring them in line with current best practice where applicable, and new performance targets were set, which the Committee considers to be more appropriate for the size, scale, current positioning and future development of the Group.

Performance criteria in respect of awards granted since 4 February 2015

Subject to the executive Directors remaining in employment at the vesting date, awards granted since 4 February 2015 shall vest subject to the following criteria having been met at the end of the relevant three-year measurement period.

Earnings Per Share (50% of award)

EPSforthelastfinancialyearoftheperformance period of at least 1.0p for this part of the award to vest (at this level the vested amount is 25% of this part of the award), with full vesting at 1.4p and on a straight-line basis between these amounts.

Total Shareholder Return (50% of award)

The comparator group of companies for the TSR element of the award is the constituent companies of the FTSE Small Cap Index, excluding investment trusts, on the date of grant.

IftheCompany’sTSRperformanceplacesitbelow median ranking, none of the part of the award dependent on TSR performance will vest. If the TSR performance places it in median ranking, 25% of this part of the award will vest through to 100% if the Company is ranked in the upperquintile,i.e.top20%.Betweenmedianandupperquintile,thispartoftheawardwillvest on a pro rata straight-line basis.

Performance criteria in respect of awards granted prior to February 2015

Subject to the executive Directors remaining in employment at the vesting date, awards granted prior to 4 February 2015 shall vest subject to the following criteria having been met at the end of the relevant three-year measurement period.

Earnings Per Share (50% of award)

Growth in EPS over the three years of at least annual Retail Price Index (RPI) + 3% for this

32Annual Report and Accounts 2015C

orporate Governance

part of the award to vest (at this level the vested amount is zero) with full vesting at annual RPI + 8% and on a straight-line basis between the two.

Total Shareholder Return (50% of award)

TheCompany’sTSRperformanceis compared against a basket of comparator companies comprising at all times a minimum of 15 companies.

IftheCompany’sTSRperformanceplacesitbelow median ranking, none of the part of the award dependent on TSR performance will vest. If the TSR performance places it in median ranking, 25% of this part of the award will vest through to 100% if the Company is ranked in the upperquintile,i.e.top20%.Betweenmedianandupperquintile,thispartoftheawardwillvest on a pro rata straight-line basis.

In respect of the TSR performance for awards granted from 21 December 2010 to 3 February 2015,theCompany’sTSRperformancewasmeasured against the following basket of comparator companies:

Bloomsbury PublishingCentaur MediaChime CommunicationsEbiquityHaynes PublishingHIBUHuntsworthJohnston PressM&C SaatchiMecom GroupMotivcomProgressive Digital MediaQuarto GroupSTV GroupTen AlpsTrinity MirrorWilmington GroupYouGov

Performance against targets in respect of the 18 January 2012 awards

The Committee exercised its discretion to waive therequirementforMarkWoodandGrahamHarding to remain employed within the Group at the vesting date and to allow the awards to vest on a pro rata basis in January 2015, subject to the relevant performance criteria having been met. The movement in EPS for the relevant measurement period was -286% for the total Group and TSR performance placed the Company 17th within the group of 18comparatorcompanies.Consequently,thePSP awards granted to Mark Wood and Graham Harding on 18 January 2012 lapsed in their entirety on 18 January 2015.

Performance against targets in respect of the 17 December 2012 awards

The Committee exercised its discretion to waivetherequirementforMarkWoodtoremainemployed within the Group at the vesting date and to allow the award to vest on a pro rata basis in December 2015, subject to the relevant performance criteria having been met. The movement in EPS for the relevant measurement period was -82% for the total Group and TSR performance placed the Company 16th within the group of 18 comparator companies. Consequently,theremainderofthePSPawardgranted to Mark Wood on 17 December 2012 will lapse in its entirety on 17 December 2015.

Non-executive Directors’ remuneration

Non-executive Directors do not participate inanyoftheCompany’sshareincentivearrangements, nor do they receive any benefits.Theirfeesarereviewedevery threeyears.TheChairman’sfeesaresetby the Committee, and those for the non-executive Directors are set by the Board as a

whole.TheChairman’sfeehasbeenreducedfrom £120,00 to £95,000 with effect from 1 January 2016.

Pension entitlements (audited)

The only element of remuneration that is pensionable is basic annual salary, excluding performance-relatedbonusesandbenefitsinkind.Employer’spensioncontributionsarepayable for the executive Directors at a rate of 12.5% for the Chief Executive and up to 6% for theChiefFinancialOfficer.TheliabilityoftheCompanyinrespectoftheexecutiveDirectors’pensions amounts to £3,125 as at 30 September 2015. Normal retirement age under the scheme rules is 75.

Payments to past Directors (audited)

No payments were made to any past Directorsduringthefinancialyearended 30 September 2015.

Payments for loss of office (audited)

Duringthefinancialyearto30September2015,the following payments in respect of loss of officeweremade.

FollowingterminationofMarkWood’sappointment as Chief Executive with effect from 1 April 2014, he received £27,552 per month during the 12-month period to March 2015, which related to basic salary, car allowance and cash supplement in lieu of pension payments. Under the terms of his agreement these monthly payments were to be reduced by the amount ofanyfeesorbenefitspayabletoMarkWoodin respect of any other position that he took up during this 12-month period, including fees payable in respect of his appointment as non-

Share incentives awarded during the year (audited)

PSP Grants

Date of award % salary Value (£)% vesting at min performance

No. shares awarded Performance period

Richard Haley 4 February 2015 100% £165,000 25% 1,629,630 EPS element: 1 Oct 2014 – 30 Sept 2017TSR element: 4 Feb 2015 – 3 Feb 2018

Penny Ladkin-Brand 3 August 2015 100% £175,000 25% 1,647,834 EPS element: 1 Oct 2014 – 30 Sept 2017TSR element: 3 Aug 2015 – 2 Aug 2018

Notes:1. The value of the PSP awards are usually calculated using the share price at the date of grant, which was 10.62p per share for the 3 August 2015 award to Penny Ladkin-Brand. The value of

RichardHaley’sawardwasbasedonthesharepriceof10.125ppershareon1December2014.2. The PSP awards are exercisable at nil value.3. The performance conditions attached to the grant of the above awards are the same as set out on page 31.4. The percentage vesting at minimum performance represents the 25% vesting of the TSR element and the 25% vesting of the EPS element of the award.5.RichardHaley’sawardlapsedinfullon9July2015,thedateonwhichhisemploymentwithintheGroupended.6. Zillah Byng-Thorne received no share incentive award during 2015.



33 Future plc

executive Director of Future plc, although he was entitledtoretainanyfeesand/orbenefitspayableinrespectofthefirstnon-executivedirectorrole that he accepted in addition to his role as non-executive Director of Future plc. Although Mark Wood was appointed CEO of Ten Alps plc in December 2014, he received no remuneration for this role in the period from appointment to 31 March 2015 and therefore continued to receive the monthly payments referred to above for the period from December 2014 to March 2015.

FollowingRichardHaley’sresignationasChiefFinancialOfficeron9July2015,hereceivedpayments in lieu of notice for the period from 9 July 2015 to 30 September 2015 totalling £40,203 and no further amounts are payable.

Statement of Directors’ shareholding and share interests (audited)

The Company has a policy on share ownership byexecutiveDirectorswhichrequiresthatanysuch Director should accumulate a holding in sharesoverafiveyearperiodfromappointmentwheretheacquisitioncostofthosesharesrepresents at least one times salary.

In respect of Zillah Byng-Thorne, the relevantfiveyearperiodcommencedon

1 November 2013 and will end on 31 October 2018. As at 15 December 2015, Zillah Byng-Thorne has a holding of 1,091,369 shares, of which 191,738 were purchased at a price of 7.75p on 16 July 2014, 185,018 were purchased at a price of 7.99p on 21 November 2014, 44,613 were purchased at a price of 11.13p on 18 May 2015 and 670,000 were purchased at a price of 10.00p on 27 November 2015 then on 4 December 2015 the 670,000 shares were transferred to Zillah Byng-Thorne’spersonalSIPPbywayofanon-market sale and purchase at a price of 11.00p. In respect of Penny Ladkin-Brand, the period commenced on 3 August 2015 and will end on 2 August 2020. As at 15 December 2015, Penny Ladkin-Brand has a holding of 150,000 shares, all of which were purchased at a price of 10.00p on 27 November 2015.

DetailsofDirectors’shareholdingsaresetoutonpage20oftheDirectors’report.

Company performance

The performance graph opposite shows the TSR on a holding of shares in the Company compared with the FTSE All Share Media Index (UK companies).

The following is a list of the companies currently included in the FTSE All Share Media Index (UK companies):

4 Imprint GroupBloomsbury PublishingBritish Sky BCast GroupCentaur MediaChime CommsEntertainment One (DI)Euromoney Instl. InvestorHuntsworthInformaITE GroupITVJohnston PressMecom GroupMoneysupermarket.com GPPearsonPerform GroupReed ElsevierRightmoveSTV GroupTarsus GroupTrinity MirrorUBMUTV MediaWPPZoopla Property Group

Directors’ interests in share schemes (audited)

Details of options and other share incentives held by executive Directors and movements during the year are set out below, including details of the awards made during the year.

Date of grant

Price paid

for grant

Earliest exercise date

Expiry date

Exercise price per

share (p)

Balance at 1 Oct 2014

Granted during the

year3

Vested during the

year

Lapsed unexercised

during the year

Balance at 30 Sept

2015

PSP1

Mark Wood 4 18 Jan 2012 Nil 18 Jan 2015 N/A Nil 2,564,325 - - (2,564,325) -17 Dec 2012 Nil 17 Dec 2015 N/A Nil 678,159 - - - 678,15916 Dec 2013 Nil 16 Dec 2016 N/A Nil 156,022 - - - 156,022

Zillah Byng-Thorne 16 Dec 2013 Nil 16 Dec 2016 N/A Nil 2,000,000 - - - 2,000,00016 Jul 2014 Nil 16 July 2017 N/A Nil 2,500,000 - - - 2,500,000

Richard Haley 3, 5 4 Feb 2015 Nil 4 Feb 2018 N/A Nil - 1,629,630 - (1,629,630) -Penny Ladkin-Brand 3 3 Aug 2015 Nil 3 Aug 2018 N/A Nil - 1,647,834 - - 1,647,834Sharesave2

Zillah Byng-Thorne 13 Dec 2013 Nil 1 Feb 2017 1 Aug 2017 13.0 69,230 - - - 69,230

Asnotedonpage20,ZillahByng-Thorne’sbeneficialinterestsinthesharesoftheCompanywere421,369at30September2015(191,738at30September2014).PennyLadkin-BrandheldnobeneficialinterestinthesharesoftheCompanyat30September2015.

Notes:1. The performance criteria which apply to awards granted under the PSP scheme are set out on pages 31 and 32. 2. Details of the Sharesave scheme, which has no performance conditions, are set out in note 26 on page 76. 3. The market price at the time of grant of the PSP awards on 4 February 2015 and 3 August 2015 was 10.88p and 10.62p respectively. 4.FollowingtheterminationofMarkWood’sappointmentasChiefExecutivewitheffectfrom1April2014,theCommitteeexerciseditsdiscretiontowaivetherequirementforMarkWoodtoremainin

employment on the vesting date of the PSP awards granted to him during his appointment as Chief Executive and to allow a portion of the PSP awards granted to him on 18 January 2012, 17 December 2012 and 16 December 2013 to vest as normal on 18 January 2015, 17 December 2015 and 16 December 2016 respectively on a pro rata basis (subject to the relevant performance criteria being met). The remaining 2,564,325 options granted on 18 January 2012 lapsed on 18 January 2015 since the relevant performance criteria had not been met and the remaining 678,159 options granted on 17 December 2012 will lapse on 17 December 2015 since the relevant performance criteria have not been met. The 156,022 options granted on 16 December 2013 will vest as normal three years from the date of grant, subject to performance criteria having been met.

5.FollowingtheterminationofRichardHaley’sappointmentasChiefFinancialOfficerwitheffectfrom9July2015,thePSPawardgrantedtohimon4February2015lapsedinitsentiretyon9July2015.


orporate Governance

Graph: Past seven financial years ended 30 September 2015

Total Shareholder Return: Rebased to Future plc as of 1 October 2008

Chief Executive pay during last seven years

Year

Chief Executive single figure

£’000Bonus paid as %

of maximumShare based incentives

vesting as % of maximum

2009 (Stevie Spring) £423 0% 100%1

2010 (Stevie Spring) £746 40% 48%2

2011 (Stevie Spring) £546 0% 100%3

2012 (Mark Wood) £430 50% 0%4

2013 (Mark Wood) £331 0% 0%4

2014 (Zillah Byng-Thorne) £3066 20% 0%5

2015 (Zillah Byng-Thorne) £471 36% 0%5

Notes:1. This represents shares which were granted as part of an exceptional one-off award intended to aid recruitment and retention. The award was not subject to performance criteria.2. ThisrepresentsthefirsttrancheofadeferredbonusshareawardwhichwasnotsubjecttoperformancecriteriaandthePSPawardgrantedinDecember2006whichpartiallyvestedinDecember2009

following the partial satisfaction of TSR performance criteria.3. This represents the second tranche of a deferred bonus share award which was not subject to performance criteria. The PSP award granted in December 2007 lapsed in December 2010.4. ThefirstawardsgrantedtoMarkWoodunderthePSPweregrantedinJanuary2012andlapsedon18January2015,sincetherelevantperformancecriteriawerenotmet.5. ThefirstawardsgrantedtoZillahByng-ThorneunderthePSPweregrantedinDecember2013andwillnotvestuntilDecember2016,subjecttoperformancecriteriabeingmet.6. ThesinglefigureforZillahByng-Thornefor2014includesfivemonthsofherChiefFinancialOfficersalaryandsixmonthsofhersalaryasChiefExecutive.

Percentage change in remuneration of Chief Executive

Salary Benefits (inc pension) Bonus

2015 2014 % change 2015 2014 % change 2015 2014 % change

Chief Executive £300,000 £285,000 +5.3% £47,000 £46,000 +2.2% £127,980 £62,750 +104.0%All employees £39,621 £35,878 +10.4% £2,931 £2,980 -1.6% £285 £80 +256.3%

Future (rebased to 100) FTSE All-Share Media Index (UK companies) (rebased to 100)

2008 2009 2010 2011 2012 2014 20152013

50

100

150

200

250

300

350



35 Future plc

Relative importance of spend on pay

The relative importance of the spend on pay for the business is shown in the table below.

2015£m

2014£m

Group pay 26.6 41.7Group operating costs excluding Group pay & exceptional costs 33.3 52.2Capital expenditure 2.0 2.6Dividends - 0.7

The table shows the actual expenditure of the Group, and change between the current and previous years, on remuneration paid to all employees compared to the total operating costs for the Group excluding exceptional costs and remuneration, and investment in capital expenditure and dividends.

Shareholder voting

AtthelastAnnualGeneralMeeting,votesontheDirectors’remunerationreportfortheyearended30September2014werecastasfollows:

For % Discretionary % Against % Abstain

ApprovalofDirectors’remunerationreport for 2014

257,254,298 99.96 10,124 0.00 96,826 0.04 85,251

Implementation of remuneration policy in the year to 30 September 2016

The Remuneration Committee does not propose to make any changes to the remuneration policy that was outlined in the Annual Report for the year ended30September2013andapprovedattheCompany’sAnnualGeneralMeetingon3February2014,acopyofwhichissetoutonpages36to39. Since there are no changes to the remuneration policy, the Company does not intend to submit the Remuneration policy report to shareholders for approvalattheCompany’sAnnualGeneralMeetingon3February2016.

Element Operation of element Max. potential valuePerformance, weighting & time

Base salary No change No change1 No changeBenefits No change No change No change

Annual Bonus No change No change2 TheCommitteeapprovedadecreaseinthestretchoftherangeofprofit-related targets, from 85% to 115% of EBITDAE to a range of 90% to 110% of EBITDAE.

PSP No change No change No changePension No change No change No change

Notes:1. Pay reviews take place annually and any increase for 2016 will take effect from 1 January. 2. PerformancetargetsfortheAnnualBonusfor2016arenotdisclosedduetotheircommercialsensitivity.IntheeventthatthereisanincreaseintheexecutiveDirectors’basesalariesduringtheyear,

the potential maximum value of the Annual Bonus and pension shall increase accordingly.

Advisers to the Remuneration Committee

PricewaterhouseCoopers LLP was appointed during 2015 by the HR director, with the consent of the Committee, to advise the Committee in respect of various share incentive issues, including various changes to the PSP scheme, the tightening of headroom under the dilution limits and the implementation of a Share Incentive Plan for all UK employees in place of the Sharesave scheme.

Compliance with the UK Corporate Governance Code

TheBoardhascompliedfullywiththeprovisionsofSectionDoftheUKCorporateGovernanceCodeinrelationtoDirectors’remunerationpolicyand practice, and has followed Schedule A to the Code in relation to performance-related remuneration policy. Further information regarding the Company’sapproachtocorporategovernanceissetoutonpages23to28.


Remuneration policy

Corporate G

overnance

The Policy set out below applies to all financial years beginning on or after 1 October 2013 to 30 September 2016, following shareholder approval at the Company’s Annual General Meeting on 3 February 2014.

The Committee considers the remuneration policy annually to ensure that it remains alignedwiththeGroup’sbusinessneedsand is appropriately positioned relative to the market. Since the Committee does not propose to make any changes to the policy that was approved by shareholders at the Company’sAnnualGeneralmeetingon3February 2014, it does not intend to put the policy forward to shareholders for approval at theCompany’sAnnualGeneralMeetingtobeheld on 3 February 2016.

Approach to recruitment remuneration for executive and non-executive DirectorsTheCommittee’sobjectiveatthetimeofan appointment to a new role is to weight executiveDirectors’remunerationpackagestowards performance-related pay, with performance-relatedtargetslinkedtofinancialperformance of the Group against budget and theGroup’sperformanceagainstbusinessobjectives and its stated strategy.

AnynewexecutiveDirector’sremunerationpackage would include the same elements as those of the existing executive Directors, as shown in the next column.

Element of remuneration Maximum % of salary

Salary Not higher than market value

Benefits Dependent on circumstances

Pension 12.5% of basic annual salary

Performance- related bonus2 150%

Share incentive schemes1 100%

Notes:1. PSP scheme rules provide for awards of up to 100% of basic

annual salary, save in exceptional circumstances where the Committee is allowed discretion to award up to 200% of basic annual salary.

2. The Committee retains discretion to make one-off sign on payments or to grant awards under the share-based incentive scheme of up to 200% of basic annual salary to the extent that it is necessary to recruit a high calibre individual, or to compensate the individual for loss of bonus or other incentive awards granted by the previous employer.

3. In the event of an internal promotion, any commitments made by the Company to an internal candidate shall be honoured even if it would otherwise be inconsistent with the policy.

In determining the level and make-up ofexecutiveDirectors’remuneration, the Committee carefully considers the following issues:

(a) Remuneration packages offered to executive Directors should be competitive with those available for comparable roles in companies operating in similar markets and on a similar scale.Theyshouldbesufficientlydesirable

so as to attract, retain and motivate high calibre Directors to perform at the highest levels, whilst at the same time ensuring that recruitment and remuneration expenditure is not excessive and does not encourage excessive risk-taking.

(b) The interests of executive Directors should be aligned with those of shareholders by ensuring that a significantproportionofremuneration is linked to Group performance.

(c) Remuneration packages and employment conditions of executive Directors are considered in conjunction with both those of key senior managers (keeping succession planning in mind) and all employees in the Group in order to achieve a consistent remuneration policy across the Group. The Committee has given particular attention to ensuring that the remuneration packages of the key senior managers recruited during the year are aligned with those of the executive Directors.

(d) Bonus potential and share scheme awards that are capped at a percentage of salary are restricted if salaries are low.

(e) Subjective criteria are applied to an element of the performance-related bonus of the Chief Executive and Chief Financial Officer(withafinancialunderpin)inorderto ensure that the Committee retains discretion and to ensure no performance- related bonus is unjustly received.

Service contracts and payments for loss of office

Executive Directors Contract provision Policy Details

Notice periods Director or Company shall be entitled to serve 6months’notice(inPennyLadkin-Brand’scase) or12months’notice(inZillahByng-Thorne’scase).

ADirectormayberequiredtoworkduringtheirnotice period or be put on garden leave.

Compensationforlossofoffice Directorshallbeentitledtoreceive6months’salary(inPennyLadkin-Brand’scase)or12months’salary(inZillahByng-Thorne’scase)andbenefitsduring any unexpired notice period.

While service agreements allow for monthly payments during notice period which are subject to mitigation, the Committee retains discretion to make payments in such manner as is deemed appropriate, particularly by reference to the circumstancesofthelossofoffice.

Treatment of share incentiveson termination

IncentiveswilllapseorvestattheCommittee’sdiscretion, subject to performance criteria being met and the rules of the scheme.

The Committee has discretion to allow awards to vest partially or in full on termination, or to preserve awards.

Change of control In the event of a change of control, a Director may terminate their appointment on serving no lessthan1month’snotice.

In the event of termination by either the Director or the Company, the Director will be entitledtoreceive6months’salary.

Non-executive Directors

Notice periods 3months’noticefromeitherCompanyor Director.

Appointed for a three year term, subject to annual re-election by shareholders at the Company’sAGM.

CopiesofDirectors’serviceagreementsandlettersofappointmentareavailableforinspectiononrequestattheCompany’sregisteredoffice.



37 Future plc

Remuneration table

Executive Directors

Element Operation Objective & link to strategy Max. potential value Performance measures Changes for 2016Basic annual salary Basicannualsalaryispaidin12equalmonthlyinstalmentsduringtheyearandisreviewedannually.

When assessing the level of basic annual salary, the Committee takes into account performance, market conditions,remunerationofequivalentroleswithincomparablecompanies,thesizeandscaleofthebusiness and pay in the Group as a whole.

To recruit, retain and motivate individuals of high calibre, andreflecttheskills,experienceandcontributionoftherelevant Director.

Current basic annual salary of Chief Executive is £300,000 and ChiefFinancialOfficeris£175,000.Salaryincreasesshallgenerallyreflectmarketconditions,performanceoftheindividual,newchallenges or a new strategic direction for the business. Similarly, the Committee may approve a higher basic annual salary for a newly appointed Director than the outgoing Director received where itconsidersitnecessaryinordertorecruitanindividualofsufficientcalibre for the role.

Not applicable. No change.

Benefits CurrentbenefitsavailabletoexecutiveDirectorsarecarallowance,permanenthealthinsurance,healthcareandlifeassurance.AdditionalbenefitsmaybeofferedifapplicableandsubjecttothemaximumvalueofallbenefitsnotexceedingthemaximumpotentialvaluesetbytheCommittee.

To ensure broad competitiveness with market practice. TheCompanyshallcontinuetoprovidebenefitstoexecutiveDirectors at similar levels; where insurance cover is provided by the Company, that cover shall be maintained at a similar level and the Company shall pay the then current market rates for such cover.


Pension The Company shall make a contribution up to a maximum percentage of basic annual salary(currently12.5%fortheChiefExecutiveand6%fortheChiefFinancialOfficer).

To ensure broad competitiveness with market practice. Total cost annually shall not exceed 15% of basic annual salary. Not applicable. No change.

Performance- related bonus1

TargetsaresetannuallybytheCommittee,basedon(i)financialperformanceagainstbudgetand (ii) individual subjective performance targets which are determined for each executive Director. TheCommitteeretainsdiscretiontosetthefinancialtargetsbasedontheperformanceduringthepreviousfinancialyearandthebudgetfortheforthcomingyear,andperformanceoftheindividualagainsttheirspecificsubjectiveperformancetargets.

Designed to reward delivery of shareholder value and implementationoftheGroup’sstrategy.

Chief Executive: 120% of basic annual salary (of which 80%islinkedtoprofittargetsand20%islinkedtoindividualsubjective criteria).ChiefFinancialOfficer:50%ofbasicannualsalary(ofwhich80%islinkedtoprofittargetsand20%islinkedtoindividualsubjective criteria). The Committee retains discretion to vary the potential total maximum bonus, the weighting of the variable elements and the stretch of the targets in order to incentivise or recruit executive Directors, provided that the total maximum potential bonus for any one year shall not exceed 150% of basic annual salary and that maximum bonus shall only be payable for over performance.

Profit element:IfEBITDAEismorethan15%belowtargetEBITDAE,noprofit-relatedbonus will be payable.If EBITDAE is 15% below target EBITDAE 10% of the potential maximum of the profit-relatedbonuswillbepayableintheeventthattheCommitteedetermines, in its absolute discretion, that such payment is merited by the individual.If EBITDAE is 10% below target EBITDAE, 20% of the potential maximum of the profit-relatedbonuswillbepayableintheeventthattheCommitteedetermines, in its absolute discretion, that such payment is merited by the individual.If EBITDAE is 5% below target EBITDAE, 30% of the potential maximum of the profit-relatedbonuswillbepayableintheeventthattheCommitteedetermines, in its absolute discretion, that such payment is merited by the individual.IfEBITDAEtargetisachieved,50%ofthepotentialmaximumoftheprofit-relatedbonus will be payable.If EBITDAE target is exceeded by 5%, 65% of the potential maximum of the profit-relatedbonuswillbepayableintheeventthattheCommitteedetermines, in its absolute discretion, that such payment is merited by the individual.If EBITDAE target is exceeded by 10%, 85% of the potential maximum of the profit-relatedbonuswillbepayableintheeventthattheCommitteedetermines, in its absolute discretion, that such payment is merited by the individual.If EBITDAE target is exceeded by 15% or more, 100% of the potential maximum oftheprofit-relatedbonuswillbepayable.If EBITDAE falls in between any of the above levels, a percentage of the potential maximumprofit-relatedbonuswillbepayable,onaproratabasistothelevelsexpressed above, in the event that the Committee determines, in its absolute discretion, that such payment is merited by the individual.Subjective element:Up to 20% of maximum potential bonus is determined by subjective criteria.

If EBITDAE is more than 10% below target, no profit-relatedbonuswillbepayable.If EBITDAE is 10% below target, 20% of the potentialmaximumoftheprofit-relatedbonuswill be payable. If EBITDAE is 5% below target, 35% of the potentialmaximumoftheprofit-relatedbonuswill be payable. If EBITDAE target is achieved, 50% of the potentialmaximumoftheprofit-relatedbonuswill be payable. If EBITDAE target is exceeded by 5%, 75% ofthepotentialmaximumoftheprofit-relatedbonus will be payable. If EBITDAE target is exceeded by 10% or more, 100% of the potential maximum of the profit-relatedbonuswillbepayable.If EBITDAE falls in between any of the above levels, a percentage of the potential maximum profit-relatedbonuswillbepayable,onaprorata basis to the levels expressed above, in the event that the Committee determines, in its absolute discretion, that such payment is merited by the individual.

Long term share-based incentive2

Annual awards to executive Directors of up to a maximum of 1x basic annual salary, with discretion to award up to a maximum of 2x basic annual salary in exceptional circumstances, e.g. recruitment of a Director or to “buy out” awards granted by prior employer. The scheme rules allow the Committee discretion to change the performance targets and the Committee shall be entitled to exercise its discretiontochangeperformancecriteriatotheextentthatitreflectsmarketpracticeand/ortheCommittee considers alternative performance targets to be more appropriate to the business.

Designed to reward delivery of shareholder value in the medium-to-long term.

Value of grant as a maximum percentage of salary is 100% of basic annual salary, however in exceptional circumstances the Committee retains discretion to grant awards of a value up to 200% of basic annual salary.

Awards vest at the end of three-year performance period. 50% of award vests based on EPS performance and 50% vests based on TSR performance.EPS: Vesting will occur on a straight-line basis between the lower and higher ends of the EPS target range, with 25% of the EPS element of the award vesting if EPS is equaltothelowerendoftherangethroughto100%vestingifEPSreachesorexceedsthe top end of the range.The EPS target range for awards granted since 4 February 2015 is 1.0p per shareto1.4ppershareforthelastfinancialyearoftheperformanceperiodandtheperformance period is from 1 October 2014 to 30 September 2017. TSR: The comparator group of companies for the TSR element of the award is the FTSE Small Cap Index, excluding investment trusts, on the date of grant. If TSR performance places it in median ranking 25% will vest through to 100% if placed in theupperquintile.Betweenmedianandupperquintile,theawardvestsonaproratastraight-line basis.The Committee retains the discretion to set such performance criteria as are deemed appropriate to the Company at the time an award is made.

No change.


Element Operation Objective & link to strategy Max. potential value Performance measures Changes for 2016Fees1 Non-executiveDirectors’feesarereviewedeverythreeyearsandpaidin12monthlyinstalments.

Current fees were set in 2011.Reflectsthetimecommitmentandresponsibilitiesoftheroles. Chairman: £120,000

Other non-executive Directors: £40,000Additional fees payable:Chairman of Committee: £5,000Senior independent Director: £5,000Member of Committee: Nil

Not applicable. No change to fees for 2016 compared to 2015exceptthatPeterAllen’sfeehas been reduced to £95,000 with effect from 1 January 2016.

Notes to the table1. Feesarepaidatastandardannualratetoreflectthetime,commitmentandresponsibilitiesoftheroles,withadditionalfeespaidtothosewhochairBoardCommitteestoreflecttheiradditional

responsibilities. Separately, the Board sets the fee payable to the Chairman of the Board. Additional fees for chairing a Committee apply only once, regardless of the number of Committees of which a non-executive Director is Chairman. Non-executive Directors are not included in any performance-related bonus, share incentive schemes or pension arrangements.

Notes to the table1. Performance-relatedbonustargets:TheperformancetargetsaredeterminedannuallybytheCommitteeandaredesignedtoalignexecutiveDirectors’interestswiththoseoftheCompany’s

shareholdersandtorewardgoodperformancebytheCompany.FinancialtargetsaresetbyreferencetotheCompany’sbudgetfortherelevantfinancialyear,andindividualperformancetargetsaresetbyreferencetotheCompany’sstrategyandgoalsfortherelevantfinancialyear.Thetargetsforthefinancialyearto30September2016arenotdisclosedhereduetotheircommercialsensitivity.

2. PSP performance targets: additional details of the performance criteria attaching to PSP awards granted to date are set out on page 31.


orporate Governance

Remuneration table

Executive Directors

Element Operation Objective & link to strategy Max. potential value Performance measures Changes for 2016Basic annual salary Basicannualsalaryispaidin12equalmonthlyinstalmentsduringtheyearandisreviewedannually.

When assessing the level of basic annual salary, the Committee takes into account performance, market conditions,remunerationofequivalentroleswithincomparablecompanies,thesizeandscaleofthebusiness and pay in the Group as a whole.

To recruit, retain and motivate individuals of high calibre, andreflecttheskills,experienceandcontributionoftherelevant Director.

Current basic annual salary of Chief Executive is £300,000 and ChiefFinancialOfficeris£175,000.Salaryincreasesshallgenerallyreflectmarketconditions,performanceoftheindividual,newchallenges or a new strategic direction for the business. Similarly, the Committee may approve a higher basic annual salary for a newly appointed Director than the outgoing Director received where itconsidersitnecessaryinordertorecruitanindividualofsufficientcalibre for the role.


Benefits CurrentbenefitsavailabletoexecutiveDirectorsarecarallowance,permanenthealthinsurance,healthcareandlifeassurance.AdditionalbenefitsmaybeofferedifapplicableandsubjecttothemaximumvalueofallbenefitsnotexceedingthemaximumpotentialvaluesetbytheCommittee.

To ensure broad competitiveness with market practice. TheCompanyshallcontinuetoprovidebenefitstoexecutiveDirectors at similar levels; where insurance cover is provided by the Company, that cover shall be maintained at a similar level and the Company shall pay the then current market rates for such cover.


Pension The Company shall make a contribution up to a maximum percentage of basic annual salary(currently12.5%fortheChiefExecutiveand6%fortheChiefFinancialOfficer).

To ensure broad competitiveness with market practice. Total cost annually shall not exceed 15% of basic annual salary. Not applicable. No change.

Performance- related bonus1

TargetsaresetannuallybytheCommittee,basedon(i)financialperformanceagainstbudgetand (ii) individual subjective performance targets which are determined for each executive Director. TheCommitteeretainsdiscretiontosetthefinancialtargetsbasedontheperformanceduringthepreviousfinancialyearandthebudgetfortheforthcomingyear,andperformanceoftheindividualagainsttheirspecificsubjectiveperformancetargets.

Designed to reward delivery of shareholder value and implementationoftheGroup’sstrategy.

Chief Executive: 120% of basic annual salary (of which 80%islinkedtoprofittargetsand20%islinkedtoindividualsubjective criteria).ChiefFinancialOfficer:50%ofbasicannualsalary(ofwhich80%islinkedtoprofittargetsand20%islinkedtoindividualsubjective criteria). The Committee retains discretion to vary the potential total maximum bonus, the weighting of the variable elements and the stretch of the targets in order to incentivise or recruit executive Directors, provided that the total maximum potential bonus for any one year shall not exceed 150% of basic annual salary and that maximum bonus shall only be payable for over performance.

Profit element:IfEBITDAEismorethan15%belowtargetEBITDAE,noprofit-relatedbonus will be payable.If EBITDAE is 15% below target EBITDAE 10% of the potential maximum of the profit-relatedbonuswillbepayableintheeventthattheCommitteedetermines, in its absolute discretion, that such payment is merited by the individual.If EBITDAE is 10% below target EBITDAE, 20% of the potential maximum of the profit-relatedbonuswillbepayableintheeventthattheCommitteedetermines, in its absolute discretion, that such payment is merited by the individual.If EBITDAE is 5% below target EBITDAE, 30% of the potential maximum of the profit-relatedbonuswillbepayableintheeventthattheCommitteedetermines, in its absolute discretion, that such payment is merited by the individual.IfEBITDAEtargetisachieved,50%ofthepotentialmaximumoftheprofit-relatedbonus will be payable.If EBITDAE target is exceeded by 5%, 65% of the potential maximum of the profit-relatedbonuswillbepayableintheeventthattheCommitteedetermines, in its absolute discretion, that such payment is merited by the individual.If EBITDAE target is exceeded by 10%, 85% of the potential maximum of the profit-relatedbonuswillbepayableintheeventthattheCommitteedetermines, in its absolute discretion, that such payment is merited by the individual.If EBITDAE target is exceeded by 15% or more, 100% of the potential maximum oftheprofit-relatedbonuswillbepayable.If EBITDAE falls in between any of the above levels, a percentage of the potential maximumprofit-relatedbonuswillbepayable,onaproratabasistothelevelsexpressed above, in the event that the Committee determines, in its absolute discretion, that such payment is merited by the individual.Subjective element:Up to 20% of maximum potential bonus is determined by subjective criteria.

If EBITDAE is more than 10% below target, no profit-relatedbonuswillbepayable.If EBITDAE is 10% below target, 20% of the potentialmaximumoftheprofit-relatedbonuswill be payable. If EBITDAE is 5% below target, 35% of the potentialmaximumoftheprofit-relatedbonuswill be payable. If EBITDAE target is achieved, 50% of the potentialmaximumoftheprofit-relatedbonuswill be payable. If EBITDAE target is exceeded by 5%, 75% ofthepotentialmaximumoftheprofit-relatedbonus will be payable. If EBITDAE target is exceeded by 10% or more, 100% of the potential maximum of the profit-relatedbonuswillbepayable.If EBITDAE falls in between any of the above levels, a percentage of the potential maximum profit-relatedbonuswillbepayable,onaprorata basis to the levels expressed above, in the event that the Committee determines, in its absolute discretion, that such payment is merited by the individual.

Long term share-based incentive2

Annual awards to executive Directors of up to a maximum of 1x basic annual salary, with discretion to award up to a maximum of 2x basic annual salary in exceptional circumstances, e.g. recruitment of a Director or to “buy out” awards granted by prior employer. The scheme rules allow the Committee discretion to change the performance targets and the Committee shall be entitled to exercise its discretiontochangeperformancecriteriatotheextentthatitreflectsmarketpracticeand/ortheCommittee considers alternative performance targets to be more appropriate to the business.

Designed to reward delivery of shareholder value in the medium-to-long term.

Value of grant as a maximum percentage of salary is 100% of basic annual salary, however in exceptional circumstances the Committee retains discretion to grant awards of a value up to 200% of basic annual salary.

Awards vest at the end of three-year performance period. 50% of award vests based on EPS performance and 50% vests based on TSR performance.EPS: Vesting will occur on a straight-line basis between the lower and higher ends of the EPS target range, with 25% of the EPS element of the award vesting if EPS is equaltothelowerendoftherangethroughto100%vestingifEPSreachesorexceedsthe top end of the range.The EPS target range for awards granted since 4 February 2015 is 1.0p per shareto1.4ppershareforthelastfinancialyearoftheperformanceperiodandtheperformance period is from 1 October 2014 to 30 September 2017. TSR: The comparator group of companies for the TSR element of the award is the FTSE Small Cap Index, excluding investment trusts, on the date of grant. If TSR performance places it in median ranking 25% will vest through to 100% if placed in theupperquintile.Betweenmedianandupperquintile,theawardvestsonaproratastraight-line basis.The Committee retains the discretion to set such performance criteria as are deemed appropriate to the Company at the time an award is made.

No change.


Element Operation Objective & link to strategy Max. potential value Performance measures Changes for 2016Fees1 Non-executiveDirectors’feesarereviewedeverythreeyearsandpaidin12monthlyinstalments.

Current fees were set in 2011.Reflectsthetimecommitmentandresponsibilitiesoftheroles. Chairman: £120,000

Other non-executive Directors: £40,000Additional fees payable:Chairman of Committee: £5,000Senior independent Director: £5,000Member of Committee: Nil

Not applicable. No change to fees for 2016 compared to 2015exceptthatPeterAllen’sfeehas been reduced to £95,000 with effect from 1 January 2016.

Notes to the table1. Feesarepaidatastandardannualratetoreflectthetime,commitmentandresponsibilitiesoftheroles,withadditionalfeespaidtothosewhochairBoardCommitteestoreflecttheiradditional

responsibilities. Separately, the Board sets the fee payable to the Chairman of the Board. Additional fees for chairing a Committee apply only once, regardless of the number of Committees of which a non-executive Director is Chairman. Non-executive Directors are not included in any performance-related bonus, share incentive schemes or pension arrangements.

3. AllemployeesoftheGroupreceiveabasicannualsalary,benefits,pensionandannualbonus(subjecttofinancialperformance).Themaximumvalueofremunerationpackagesisbasedontheseniority and responsibilities of the relevant role. Discretionary share incentives are not awarded to employees other than executive Directors and senior managers, however during the year the Company replaced its Sharesave scheme with a Share Incentive Plan in order to encourage active employee share ownership.

39 Future plc



Total remuneration scenarios

Consideration of employee conditions within the Group

The Committee takes into consideration the pay and conditions of employees across the Group when determining remuneration for executive Directors.

All employees receive a basic annual salary, benefitsandanentitlementtoreceiveabonus,subjecttofinancialperformance,undertheGroup’sprofitimprovementscheme.

Discretionary share incentive awards are granted to certain senior managers under the

PSP and DABS schemes, the details of which are set out at note 26 on page 77. During 2015 the Group introduced a Share Incentive Plan to replace the Sharesave scheme, in order to encourage active employee share ownership.

Consideration of shareholder views

The remuneration policy remains largely unchanged from previous years, although during 2015 the Company consulted with shareholders regarding changes to the PSP scheme including amendments to the performance targets.

Notes:1. PennyLadkin-BrandwasappointedtotheBoardasChiefFinancialOfficeron3August2015.2. Annualsalaryisbasedonbasicsalaryforthefinancialyearending30September2016.3. Thevalueofpensionisdeterminedasapercentageofsalary,basedonsalaryfor2016.Thevalueofbenefitsinkindiscalculatedon

the basis of the value for 2015. 4. On-targetperformancewoulddeliver60%ofthemaximumannualbonusfortheChiefExecutiveandtheChiefFinancialOfficer,

assuming that individual performance targets are met and the maximum individual performance-related element of the bonus is awarded by the Committee. Maximum performance would result in the maximum annual bonus payment of 120% of basic annual salaryfortheChiefExecutiveand50%ofbasicannualsalaryfortheChiefFinancialOfficer.

5. ThefinalyearoftheperformanceperiodinrespectofbothEPSandTSRtargetsforthePSPawardsgrantedtoZillahByng-Thornein December 2013 and July 2014 is the year ending 30 September 2016. On-target performance assumes that 50% of the awards would vest while maximum performance would result in 100% of the awards vesting. The value of the shares that would vest has been calculated using a share price of 10.88p per share being the latest available share price.

Zillah Byng-Thorne

200

100

300

400

800

500

900

1,100

600

1000

1,200

700

1,300

Minimum Target Maximum

29%

100%

43%

27%

30%

41%

30%

£348,000

£808,000

£1,197,000

100

50

150

200

250

300

350

Minimum Target Maximum

Penny Ladkin-Brand

68%

100%

78%

22% 32

%£184,000

£236,000£271,000

Salary, pension &benefits

Bonus

PSP


orporate Governance

41 Future plc

Independent auditors’ report Independent auditors’ report to

the members of Future plc

Report on the financial statements

Our opinion

In our opinion:

• Futureplc’sGroupfinancialstatementsandCompanyfinancialstatements(the“financialstatements”)giveatrueandfairviewofthestateoftheGroup’sandoftheCompany’saffairsasat30September2015andoftheGroup’slossandtheGroup’s andtheCompany’scashflowsfortheyearthen ended;

• theGroupfinancialstatementshavebeenproperly prepared in accordance with International Financial Reporting Standards (“IFRSs”) as adopted by the European Union;

• theCompanyfinancialstatementshavebeen properly prepared in accordance with IFRSs as adopted by the European Union and as applied in accordance with the provisions of the Companies Act 2006; and

• thefinancialstatementshavebeenpreparedinaccordancewiththerequirementsoftheCompanies Act 2006 and, as regards the Groupfinancialstatements,Article4oftheIAS Regulation.

What we have audited

Thefinancialstatements,includedwithintheAnnual Report and Accounts (the “Annual Report”), comprise:

• theConsolidatedbalancesheetandCompanybalance sheet as at 30 September 2015;

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

• theConsolidatedandCompanycashflowstatements for the year then ended and the notes thereto;

• theConsolidatedstatementofchangesinequityandtheCompanystatementofchangesinequityfortheyearthenended;

• theAccountingpolicies;and

• theNotestothefinancialstatements,whichinclude other explanatory information.

Thefinancialreportingframeworkthathasbeenappliedinthepreparationofthefinancialstatements is applicable law and IFRSs as

adopted by the European Union and, as regardstheCompanyfinancialstatements,asapplied in accordance with the provisions of the Companies Act 2006.

Inapplyingthefinancialreportingframework,the Directors have made a number of subjective judgements, for example in respect ofsignificantaccountingestimates.Inmakingsuch estimates, they have made assumptions and considered future events.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion:

• theinformationgivenintheStrategicReportandtheDirectors’reportforthefinancialyearforwhichthefinancialstatementsarepreparedisconsistentwiththefinancialstatements; and

• thepartoftheDirectors’remunerationreport to be audited has been properly prepared in accordance with the Companies Act 2006.

Other matters on which we are required to report by exception

Adequacy of accounting records and information and explanations received

Under the Companies Act 2006 we are requiredtoreporttoyouif,inouropinion:

• wehavenotreceivedalltheinformationandexplanationswerequireforouraudit;or

• adequateaccountingrecordshavenotbeenkeptbytheCompany,orreturnsadequatefor our audit have not been received from branches not visited by us; or

• theCompanyfinancialstatementsandthepartoftheDirectors’remunerationreportto be audited are not in agreement with the accounting records and returns.

We have no exceptions to report arising from this responsibility.


Directors’ remuneration

UndertheCompaniesAct2006wearerequiredto report to you if, in our opinion, certain disclosuresofDirectors’remunerationspecifiedby law are not made. We have no exceptions to report arising from this responsibility.

Responsibilities for the financial statements and the audit

Our responsibilities and those of the Directors

As explained more fully in the Statement of Directors’responsibilitiessetoutonpage22,the Directors are responsible for the preparation ofthefinancialstatementsandforbeingsatisfiedthattheygiveatrueandfairview.

Our responsibility is to audit and express anopiniononthefinancialstatementsinaccordance with applicable law and International Standards on Auditing (UK and Ireland) (“ISAs (UK&Ireland)”).ThosestandardsrequireustocomplywiththeAuditingPracticesBoard’sEthical Standards for Auditors.

This report, including the opinions, has been preparedforandonlyfortheCompany’smembers as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.

What an audit of financial statements involves

We conducted our audit in accordance with ISAs (UK & Ireland). An audit involves obtaining evidence about the amounts anddisclosuresinthefinancialstatementssufficienttogivereasonableassurancethatthefinancialstatementsarefreefrommaterialmisstatement, whether caused by fraud or error. This includes an assessment of:

• whethertheaccountingpoliciesareappropriatetotheGroup’sandtheCompany’scircumstances and have been consistently appliedandadequatelydisclosed;

• thereasonablenessofsignificantaccountingestimates made by the Directors; and

• theoverallpresentationofthefinancialstatements.

We primarily focus our work in these areas byassessingtheDirectors’judgementsagainst available evidence, forming our own judgements, and evaluating the disclosures in thefinancialstatements.

We test and examine information, using samplingandotherauditingtechniques,tothe extent we consider necessary to provide a reasonable basis for us to draw conclusions. We obtain audit evidence through testing the effectiveness of controls, substantive procedures or a combination of both.

Inaddition,wereadallthefinancialandnon-financialinformationintheAnnualReportto identify material inconsistencies with the auditedfinancialstatementsandtoidentifyany information that is apparently materially incorrect based on, or materially inconsistent with,theknowledgeacquiredbyusinthecourse of performing the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.

Colin Bates (Senior Statutory Auditor)for and on behalf of PricewaterhouseCoopers LLPChartered Accountants and Statutory AuditorsBristol15 December 2015

Corporate G

overnance

43

Contents

Consolidated income statement 44

Consolidated statement of 44comprehensive income

Consolidated statement of 45changesinequity Company statement of 45changesinequity

Consolidated balance sheet 46

Company balance sheet 47

Consolidated and Company cashflowstatements 48

Notes to the Consolidated and Companycashflowstatements 49

Accounting policies 50

Notestothefinancialstatements 54

Financial statementsFuture plc

Financial statements

44

Consolidated income statement for the year ended 30 September 2015

Note2015

£m2014

£m

Continuing operationsRevenue 1, 2 59.8 66.0

Operating profit/(loss) before depreciation, amortisation, exceptional items and impairment of intangible assets 1 3.6 (7.0)

Depreciation 12 (0.5) (1.0)Amortisation 13 (2.3) (2.3)Exceptional items 5 (2.5) (7.5)Impairment of intangible assets 3 - (16.8)

Operating loss 3 (1.7) (34.6)Finance income 7 - 0.2Finance costs 7 (0.6) (1.0)Net finance costs 7 (0.6) (0.8)Loss before tax 1 (2.3) (35.4)Tax on loss 8 0.3 0.5Loss for the year from continuing operations (2.0) (34.9)Discontinued operationsProfitfortheyearfromdiscontinuedoperations 11 0.7 1.0Loss for the year attributable to owners of the parent (1.3) (33.9)

Earnings per 1p Ordinary share

Note2015

pence2014

pence

Basic loss per share – Total Group 10 (0.4) (10.2)Diluted loss per share – Total Group 10 (0.4) (10.2)Basic loss per share – Continuing operations 10 (0.6) (10.5)Diluted loss per share – Continuing operations 10 (0.6) (10.5)

As permitted by the exemption under Section 408 of the Companies Act 2006 no Company income statement or statement of comprehensive income is presented.

Consolidated statement of comprehensive incomefor the year ended 30 September 2015

Note2015

£m2014

£m

Loss for the year (1.3) (33.9)Items that may be reclassified to the consolidated income statementContinuing operationsCurrency translation differences - (0.1)Netfairvaluelossesoncashflowhedges 27 - (0.2)Other comprehensive loss for the year from continuing operations - (0.3)

Total comprehensive loss for the year attributable to continuing operations (2.0) (35.2)Total comprehensive income for the year attributable to discontinued operations 0.7 1.0Total comprehensive loss for the year attributable to owners of the parent (1.3) (34.2)

Items in the statement above are disclosed net of tax.


Annual Report and Accounts 2015

Consolidated statement of changes in equity for the year ended 30 September 2015

Group Note

Issuedshare

capital£m

Share premium account

£m

Merger reserve

£m

Treasury reserve

£m

Cash flow hedge

reserve £m

Accumulated losses

£m

Total equity

£m

Balance at 1 October 2013 3.3 24.8 109.0 (0.3) 0.2 (69.6) 67.4Loss for the year - - - - - (33.9) (33.9)Currency translation differences - - - - - (0.1) (0.1)Cashflowhedges 27 - - - - (0.2) - (0.2)Other comprehensive loss for the year - - - - (0.2) (0.1) (0.3)Total comprehensive loss for the year - - - - (0.2) (34.0) (34.2)Final dividend relating to 2013 9 - - - - - (0.7) (0.7)Share schemes -Valueofemployees’services 6 - - - - - 0.1 0.1Balance at 30 September 2014 3.3 24.8 109.0 (0.3) - (104.2) 32.6Loss for the year - - - - - (1.3) (1.3)Currency translation differences - - - - - - -Cashflowhedges 27 - - - - - - -Other comprehensive income for the year - - - - - - -Total comprehensive loss for the year - - - - - (1.3) (1.3)Share schemes -Valueofemployees’services 6 - - - - - 0.1 0.1Balance at 30 September 2015 3.3 24.8 109.0 (0.3) - (105.4) 31.4

Company statement of changes in equity for the year ended 30 September 2015

Company Note

Issuedshare

capital£m

Share premium account

£m

Retained earnings

£m

Total equity

£m

Balance at 1 October 2013 3.3 24.8 40.2 68.3Loss for the year - - (28.9) (28.9)Other comprehensive income for the year - - - -Total comprehensive loss for the year - - (28.9) (28.9)Final dividend relating to 2013 9 - - (0.7) (0.7)Share schemes -Valueofemployees’services 6 - - 0.1 0.1Balance at 30 September 2014 3.3 24.8 10.7 38.8Loss for the year - - (0.9) (0.9)Other comprehensive income for the year - - - -Total comprehensive loss for the year - - (0.9) (0.9)Share schemes -Valueofemployees’services 6 - - 0.1 0.1Balance at 30 September 2015 3.3 24.8 9.9 38.0


45 Future plc


Consolidated balance sheetas at 30 September 2015

Note2015

£m2014

£m

AssetsNon-current assetsProperty,plantandequipment 12 0.6 1.0Intangible assets - goodwill 13 40.9 40.9Intangible assets - other 13 2.9 3.5Deferred tax 15 0.5 0.5Total non-current assets 44.9 45.9Current assetsInventories 16 0.5 0.6Corporation tax recoverable 8 1.2 1.2Trade and other receivables 17 15.3 12.8Cashandcashequivalents 18 2.5 7.5Non-currentassetsclassifiedasheldforsale 19 - 0.8Total current assets 19.5 22.9Total assets 64.4 68.8Equity and liabilitiesEquityIssued share capital 25 3.3 3.3Share premium account 24.8 24.8Merger reserve 27 109.0 109.0Treasury reserve 27 (0.3) (0.3)Accumulated losses (105.4) (104.2)Total equity 31.4 32.6Non-current liabilitiesCorporation tax payable 8 3.5 4.4Deferred tax 15 0.7 0.7Provisions 22 2.1 2.8Other non-current liabilities 23 0.8 1.2Total non-current liabilities 7.1 9.1Current liabilitiesFinancial liabilities - interest-bearing loans and borrowings 21 4.3 -Trade and other payables 20 20.7 25.9Corporation tax payable 8 0.9 1.2Total current liabilities 25.9 27.1Total liabilities 33.0 36.2Total equity and liabilities 64.4 68.8

Thefinancialstatementsonpages43to79wereapprovedbytheBoardofDirectorson15December2015andsignedonitsbehalfby:

Peter Allen Penny Ladkin-BrandChairman ChiefFinancialOfficer


Company balance sheetas at 30 September 2015

Note2015

£m2014

£m

AssetsNon-current assetsInvestment in Group undertakings 14 131.9 131.9Total non-current assets 131.9 131.9Current assetsTrade and other receivables 17 46.7 44.0Total current assets 46.7 44.0Total assets 178.6 175.9Equity and liabilitiesEquityIssued share capital 25 3.3 3.3Share premium account 24.8 24.8Retained earnings 9.9 10.7Total equity 38.0 38.8Non-current liabilitiesCorporation tax payable 8 3.5 4.4Total non-current liabilities 3.5 4.4Current liabilitiesFinancial liabilities - interest-bearing loans and borrowings 21 4.3 -Financial liabilities - non-interest-bearing overdraft 21 7.9 8.6Trade and other payables 20 124.0 123.2Corporation tax payable 8 0.9 0.9Total current liabilities 137.1 132.7Total liabilities 140.6 137.1Total equity and liabilities 178.6 175.9

Thefinancialstatementsonpages43to79wereapprovedbytheBoardofDirectorson15December2015andsignedonitsbehalfby:

Peter Allen Penny Ladkin-BrandChairman ChiefFinancialOfficer

Future plcCompany registration number: 3757874


47 Future plc

Consolidated and Company cash flow statementsfor the year ended 30 September 2015

Group2015

£m

Company2015

£m

Group2014

£m

Company2014

£m

Cash flows from operating activitiesCash used in operations (7.5) (0.5) (0.3) (1.6)Tax received 0.5 - - -Interest paid (0.6) (0.5) (1.0) (0.8)Tax paid (1.0) (0.7) (1.5) (0.7)Net cash used in operating activities (8.6) (1.7) (2.8) (3.1)Cash flows from investing activitiesPurchaseofproperty,plantandequipment (0.2) - (0.4) -Purchase of computer software and website development (1.8) - (2.2) -Purchase of share in associate - - (0.2) -Disposalofproperty,plantandequipment 1.2 - - -Disposal of magazine titles and trademarks 0.1 - 22.3 -Costs of business disposals - - (1.0) -Netmovementinamountsowedto/bysubsidiaries - (1.8) - 10.2Net cash (used in)/generated from investing activities (0.7) (1.8) 18.5 10.2Cash flows from financing activitiesDraw down of bank loans 3.5 3.5 3.8 2.0Repayment of bank loans - - (15.6) (9.0)Bank arrangement fees (0.2) (0.2) (0.5) (0.5)Equitydividendspaid - - (0.7) (0.7)Net cash generated from/(used in) financing activities 3.3 3.3 (13.0) (8.2)Net (decrease)/increase in cash and cash equivalents (6.0) (0.2) 2.7 (1.1)Cashandcashequivalentsatbeginningofyear 7.5 (8.6) 4.6 (7.5)Exchange adjustments 0.1 - 0.2 -Cash and cash equivalents at end of year 1.6 (8.8) 7.5 (8.6)Amount attributable to continuing operations 1.6 (8.8) 7.5 (8.6)



Notes to the Consolidated and Company cash flow statementsfor the year ended 30 September 2015

A. Cash used in operationsThereconciliationof(loss)/profitfortheyeartocashflowsusedinoperationsissetoutbelow:

Group2015

£m

Company2015

£m

Group2014

£m

Company2014

£m

(Loss)/profitfortheyear–Continuingoperations (2.0) (0.9) (34.9) (28.9) – Discontinued operations 0.7 - 1.0 -Loss for the year – Total Group (1.3) (0.9) (33.9) (28.9)Adjustments for:Depreciation charge 0.5 - 1.0 -Amortisation of intangible assets 2.3 - 2.3 -Impairment of intangible assets - - 26.0 -Profitondisposalofmagazinetitlesandtrademarks (0.1) - (3.5) -Profitondisposalofproperty,plantandequipment (0.3) - - -Share schemes-Valueofemployees’services 0.1 - 0.1 -Impairment of investment in Group undertakings - 0.1 - 27.3Provision against amount due from Group undertaking - - - 0.2Netfinancecosts 0.6 1.5 0.8 0.6Tax credit (0.4) (1.2) (0.8) (0.8)Profit/(loss) before changes in working capital and provisions 1.4 (0.5) (8.0) (1.6)Movement in provisions (0.7) - 1.3 -Decrease in inventories 0.1 - 1.0 -(Increase)/decreaseintradeandotherreceivables (2.8) - 9.6 -Decrease in trade and other payables (5.5) - (4.2) -Cash used in operations (7.5) (0.5) (0.3) (1.6)

B. Analysis of net cash/(debt)

Group

1 October 2014

£mCash flows

£m

Other non-cash changes

£m

Exchange movements

£m

30 September 2015

£m

Cashandcashequivalents 7.5 (6.0) - 0.1 1.6Debt due within one year - (3.5) 0.1 - (3.4)Net cash/(debt) 7.5 (9.5) 0.1 0.1 (1.8)

Company

1 October 2014

£mCash flows

£m

Other non-cash changes

£m

30 September 2015

£m

Cashandcashequivalents (8.6) (0.2) - (8.8)Debt due within one year - (3.5) 0.1 (3.4)Net debt (8.6) (3.7) 0.1 (12.2)

C. Reconciliation of movement in net cash/(debt)

Group2015

£m

Company2015

£m

Group2014

£m

Company2014

£m

Netcash/(debt)atstartofyear 7.5 (8.6) (6.9) (14.1)(Decrease)/increaseincashandcashequivalents (6.0) (0.2) 2.7 (1.1)Movement in borrowings (3.5) (3.5) 11.8 7.0Other non-cash changes 0.1 0.1 (0.4) (0.4)Exchange movements 0.1 - 0.3 -Net (debt)/cash at end of year (1.8) (12.2) 7.5 (8.6)


49 Future plc

Basis of preparation

Thesefinancialstatementshavebeenpreparedunderthehistoricalcostconvention,exceptforderivativefinancialinstrumentsandshareawardswhicharestatedatfairvalue. Theprincipalaccountingpoliciesappliedinthepreparationoftheconsolidatedfinancialstatements published in this 2015 Annual Report are set out on pages 50 to 53. These policies have been applied consistently to all years presented, unless otherwise stated. ThefinancialstatementsoftheGrouphavebeenpreparedinaccordancewithInternationalFinancial Reporting Standards (IFRS) issued by the International Accounting Standards Board(IASB)andtheIFRSInterpretationsCommittee’s(IFRSIC)interpretationsasadopted by the European Union, applicable as at 30 September 2015, and those parts of the Companies Act 2006 applicable to companies reporting under IFRS. Thegoingconcernbasishasbeenadoptedinpreparingthesefinancialstatementsasstated by the Directors on page 25.

Discontinued operations and non-current assets held for sale

During 2014 the Sport, Craft and Auto portfolios were disposed of. In accordance with IFRS 5 the results of these operations are presented as discontinued operations in the Consolidated income statement. See note 11 for further details.

Where the Group expects to recover the carrying amount of a group of assets through a sale transaction rather than through continuing use, the assets are available for immediate sale in their present condition, management is committed to the sale and a sale is highly probable at the balance sheet date, the assets areclassifiedasheldforsale.

Afterclassificationasheldforsale,theassetsare measured at the lower of the carrying amount and fair value less costs to sell. An impairment loss is recognised in the income statement for any write-down of the assets to fair value less costs to sell. A gain foranysubsequentincreaseinfairvalueless costs to sell is recognised in the income statement to the extent that it does not exceed the cumulative impairment loss previously recognised. No depreciation or amortisation is charged in respect of non-current assets classifiedasheldforsale.

If the group of assets constitutes a separate majorlineofbusinessitisclassifiedasadiscontinued operation.

Basis of consolidation

TheconsolidatedfinancialstatementsincorporatethefinancialstatementsofFuture plc (the Company) and its subsidiary undertakings. Subsidiaries are all entities over which the Group has the power to governthefinancialandoperatingpolicies,generally accompanying a shareholding of more than one half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible

are considered when assessing whether the Group controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases. The purchase method of accounting isusedtoaccountfortheacquisitionofsubsidiaries by the Group.

Thecostofanacquisitionismeasuredasthefairvalueoftheassetsgiven,equityinstruments issued and liabilities incurred or assumed at the date of exchange, and includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Acquisition-relatedcostsareexpensedasincurred.Identifiableassetsacquiredandliabilities and contingent liabilities assumed in a business combination are measured initially attheirfairvaluesattheacquisitiondate.TheexcessofthecostofacquisitionoverthefairvalueoftheGroup’sshareoftheidentifiablenetassetsacquiredisrecordedasgoodwill.

Inter-company transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses are also eliminated but are considered an impairment indicator of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

Segment reporting

The Group is organised and arranged primarily by geographical segment. Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Makers who are considered to be the executive Directors of Future plc.

Revenue recognition

Revenue from the sale of goods is recognised intheincomestatementwhenthesignificant

risks and rewards of ownership have been transferred to the buyer. Revenue from services rendered is recognised in the income statement once the service has been completed.

Revenue comprises the fair value of the consideration received or receivable for the sale of goods and services in the ordinary courseoftheGroup’sactivities.Revenueis shown net of value-added tax, estimated returns, rebates and discounts and after eliminating sales within the Group. The following recognition criteria also apply:

• Magazinenewsstandcirculationandadvertising revenue is recognised according to the date that the related publication goes on sale.

• Revenuefromthesaleofdigitalmagazinesubscriptions is recognised uniformly over the term of the subscription.

• Eventincomeisrecognisedwhentheeventhas taken place.

• Licensingrevenueisrecognisedonthesupply of the licensed content.

• Otherrevenueisrecognisedatthetimeofsale or provision of service.

Foreign currency translation

(a) Functional and presentation currencyItemsincludedinthefinancialstatementsofeachoftheGroup’sentitiesaremeasuredusing the currency of the primary economic environment in which the entity operates (‘thefunctionalcurrency’).Theconsolidatedfinancialstatementsarepresentedinsterling,whichistheGroup’spresentationcurrency.

(b) Transactions and balancesForeign currency transactions are translated into the functional currency using the exchange rate prevailing at the date of the transaction. Foreign exchange gains and losses resulting

Accounting policies



from the settlement of such transactions and from the translation at balance sheet exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement, with exchange differences arising on trading transactions being reported in operating profitandwiththosearisingonfinancingtransactionsreportedinnetfinancecostsunless,asaresultofcashflowhedging,theyare reported in other comprehensive income.

(c) Group companiesTheresultsandfinancialpositionofalltheGroupentities that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

(i) Assets and liabilities for each balance sheet are translated at the closing rate at the date of that balance sheet.

(ii) Income and expenses for each income statement are translated at average exchange rates.

(iii) All resulting exchange differences are recognised as a separate component ofequity.

On consolidation, exchange differences arising from the translation of the net investment in foreign operations, and of borrowings and other currency instruments designated as hedges of such investments, are taken to shareholders’equity.Whenaforeignoperationis sold, exchange differences that were recordedinequityarerecognisedintheincomestatement as part of the gain or loss on sale.

Employee benefits

(a) Pension obligationsTheGrouphasanumberofdefinedcontributionplans.FordefinedcontributionplanstheGrouppays contributions into a privately administered pension plan on a contractual or voluntary basis. The Group has no further payment obligations once the contributions have been paid. Contributions are charged to the income statement as they are incurred.

(b) Share-based compensationTheGroupoperatesanumberofequity-settled, share-based compensation plans. The fair value of the employee services received in exchange for the grant of the awards is recognised as an expense. The total amount to be expensed over the appropriate service period is determined by reference to the fair value of the awards. The calculation of fair value includes assumptions regarding the number of cancellations and excludes the impact of any non-market vesting conditions (for example, earnings per share). Non-market vesting conditions are included in assumptions about the number of awards that are expected to vest. At each balance sheet date, the Group revises its estimates of the number of awards that are expected to vest. It recognises the impact of the revision of original estimates, if any, in the income statement, with a corresponding adjustmenttoequity.

The grant by the Company of share awards to the employees of subsidiary undertakings is treated as a capital contribution. The fair value of employee services received, measured by reference to the grant date fair value, is recognised over the vesting period as an increase to investment in subsidiary undertakings, with a corresponding credit to equityintheCompany’sfinancialstatements.

Shares in the Company are held in trust to satisfy the exercise of awards under certain oftheGroup’sshare-basedcompensationplans and exceptional awards. The trust is consolidatedwithintheGroupfinancialstatements. These shares are presented in the consolidated balance sheet as a deductionfromequityatthemarketvalue onthedateofacquisition.

(c) Bonus plansThe Group recognises a liability and an expense forbonusestakingintoconsiderationtheprofitattributabletotheCompany’sshareholdersaftercertain adjustments. The Group recognises a provision where contractually obliged or where there is a past practice that has created a constructive obligation.

Leases

Leases in which the Group assumes substantially all the risks and rewards of ownershipoftheleasedassetsareclassifiedasfinanceleases.Allotherleasesareclassedas operating leases.

Assetsheldunderfinanceleasesareincludedeitherasproperty,plantandequipmentorintangible assets at the lower of their fair value at inception or the present value of the minimum lease payments and are depreciated over their estimated economic lives or the financeleaseperiod,whicheveristheshorter.The corresponding liability is recorded within borrowings. The interest element of the rental costsischargedagainstprofitsovertheperiodof the lease using the actuarial method.

Payments made under operating leases (net of any incentives received from the lessor) are charged to the income statement on a straight-line basis over the period of the lease.

Tax

Taxontheprofitorlossfortheyearcomprisescurrent tax and deferred tax. Tax is recognised in the income statement except to the extent that it relates to items recognised directly in equityinwhichcaseitisrecognisedinequity.

Current tax is payable based on taxable profitsfortheyear,usingtaxratesthathavebeen enacted or substantively enacted at the balance sheet date, along with any adjustment relating to tax payable in previous years. Management periodically evaluates items detailed in tax returns where the tax treatment is subject to interpretation. Taxable profitdiffersfromnetprofitintheincomestatement in that income or expense items that are taxable or deductible in other years are

excluded – as are items that are never taxable or deductible. Current tax assets relate to payments on account not offset against current tax liabilities.

Deferred tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidatedfinancialstatements.However,deferred tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accountingnortaxableprofitorloss.Deferredtax is determined using tax rates (and laws) that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled in the appropriate territory.

Deferred tax assets are recognised to the extent that it is probable that future taxable profitswillbeavailableagainstwhichthetemporary differences can be utilised. Deferred tax is provided on temporary differences arising on investments in subsidiaries, except where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred tax assets and liabilities are offset against each other where they relate to the same jurisdiction and there is a legally enforceable right to offset.

Dividends

AlldividenddistributionstotheCompany’sshareholders are recognised as a liability in the financialstatementsintheperiodinwhichtheyare approved.

Property, plant and equipment

Property,plantandequipmentisstatedatcost (or deemed cost) less accumulated depreciation and impairment losses. Cost includes expenditure that is directly attributable totheacquisitionoftheitems.

Depreciation

Depreciation is calculated using the straight-line method to allocate the cost of property, plantandequipmentlessresidualvalueoverestimated useful lives, as follows:

• Landandbuildings–50yearsorperiodofthe lease if shorter.

• Plantandmachinery–betweenoneand fiveyears.

• Equipment,fixturesandfittings–betweenoneandfiveyears.

Theassets’residualvaluesandusefullivesare reviewed, and adjusted if appropriate,


51 Future plc

ateachbalancesheetdate.Anasset’scarrying amount is written down immediately toitsrecoverableamountiftheasset’scarrying amount is greater than its estimated recoverable amount.

Gains and losses on disposals are determined by comparing proceeds with carrying amounts. These are included in the income statement.

Intangible assets

(a) GoodwillIn respect of business combinations that have occurred since 1 October 2004, goodwill represents the difference between the cost oftheacquisitionandthefairvalueofnetidentifiableassetsacquired.Inrespectofbusiness combinations prior to this date, goodwill is included on the basis of its deemed cost, which represents the amount recorded under previous GAAP.

Goodwill is stated at cost less any accumulated impairment losses. Goodwill is allocated to appropriate cash generating units (thoseexpectedtobenefitfromthebusinesscombination) and it is not subject to amortisation but is tested annually for impairment.

(b) Titles, trademarks, customer lists, advertising relationships and other ‘magazine and website related’ intangiblesMagazine-related intangible assets have a finiteusefullifeandarestatedatcostlessaccumulatedamortisation.Assetsacquiredas part of a business combination are initially stated at fair value. Amortisation is calculated using the straight-line method to allocate the cost of these intangibles over their estimated usefullives(betweenoneandfiveyears).

Expenditure incurred on the launch of new magazine titles is recognised as an expense in the income statement as incurred.

(c) Computer software and website developmentNon-integral computer software purchases are stated at cost less accumulated amortisation. Costs incurred in the development of new websites are capitalised only where the cost can be directly attributed to developing the website to operate in the manner intended by management and only totheextentofthefutureeconomicbenefitsexpected from its use. These costs are amortised on a straight-line basis over their estimated useful lives (between one and three years). Costs associated with maintaining computer software or websites are recognised as an expense as incurred.

Impairment tests and Cash-Generating Units (CGUs)

ACGUisdefinedasthesmallestidentifiablegroupofassetsthatgeneratescashinflowsthatarelargelyindependentofthecashinflowsfrom other assets or groups of assets.

Goodwill is not amortised but tested for impairment at least once a year or more

frequentlywhenthereisanindicationthatitmay be impaired. Therefore, the evolution of generaleconomicandfinancialtrendsaswellas actual economic performance compared to market expectations represent external indicators that are analysed by the Group, together with internal performance indicators, in order to assess whether an impairment test should be performed more than once a year.

IAS36‘ImpairmentofAssets’requiresthesetests to be performed at the level of each CGUorgroupofCGUslikelytobenefitfromacquisition-relatedsynergies,withinanoperating segment.

Any impairment of goodwill is recorded in the income statement as a deduction from operating profitandisneverreversedsubsequently.

Otherintangibleassetswithafinitelifeareamortised and are tested for impairment only where there is an indication that an impairment may have occurred.

Recoverable amount

To determine whether an impairment loss should be recognised, the carrying value of the assets and liabilities of the CGUs or groups of CGUs is compared to their recoverable amount.

Carrying values of CGUs and groups of CGUs testedincludegoodwillandassetswithfiniteusefullives(property,plantandequipment,intangible assets and net working capital).

The recoverable amount of a CGU is the higher of its fair value less costs to sell and its value in use. Fair value less costs to sell is the best estimate of the amount obtainable fromthesaleofanassetinanarm’slengthtransaction between knowledgeable, willing parties, less the costs of disposal. This estimate is determined, on 30 September, on the basis of the discounted present value of expectedfuturecashflowsplusaterminalvalueandreflectsgeneralmarketsentimentand conditions.

Value in use is the present value of the futurecashflowsexpectedtobederivedfrom the CGUs or group of CGUs. Cash flowprojectionsarebasedoneconomicassumptions and forecast trading conditions drawnupbytheGroup’smanagement, as follows:

• cashflowprojectionsarebasedonfive-yearbusiness plans;

• cashflowprojectionsbeyondthattimeframeare extrapolated by applying a 2.0% growth rate to perpetuity; and

• thecashflowsobtainedarediscountedusing appropriate rates for the business and the territories concerned.

If goodwill has been allocated to a CGU and an operation within that CGU is disposed, the goodwill associated with that operation is included in the carrying amount of the operation

indeterminingtheprofitorlossondisposal.Thegoodwill allocated to the disposal is measured onthebasisoftherelativeprofitabilityoftheoperation disposed and the operations retained.

Inventories

Inventories are stated at the lower of cost and net realisable value. For raw materials, cost is takentobethepurchasepriceonafirstin,firstoutbasis.Forworkinprogressandfinishedgoods, cost is calculated as the direct cost of production. It excludes borrowing costs. Net realisable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses.

Trade and other receivables

Trade and other receivables are initially recognisedatfairvalueandsubsequentlymeasured at amortised cost using the effective interest method, less a provision for impairment.

A provision for impairment of trade receivables is made when there is objective evidence that the Group will not be able to collect all amounts due in accordance with the original terms of the receivables.

Cash and cash equivalents

Cashandcashequivalentsincludecashinhand, deposits held at call with banks and bank overdrafts for the purpose of the cash flowstatement.Bankoverdraftsareshownwithin borrowings in current liabilities on the balance sheet.

Trade and other payables

Trade and other payables are initially recognisedatfairvalueandsubsequentlymeasured at amortised cost using the effective interest method.

Borrowings

Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings aresubsequentlystatedatamortisedcostwithany difference between the proceeds (net of transaction costs) and the redemption value recognised in the income statement over the period of the borrowings using the effective interest method. Borrowingsareclassifiedascurrentliabilitiesunless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the balance sheet date.

Provisions

Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, and it is more likely than notthatanoutflowofresourceswillberequiredto settle the obligation.



ProvisionsaremeasuredattheDirectors’bestestimateoftheexpenditurerequiredtosettlethe obligation at the balance sheet date, and are discounted to present value where the effect is material.

Derivative financial instruments and hedging activities

TheGroupusesderivativefinancialinstrumentsto reduce exposure to foreign exchange and interest rate risks and recognises these at fair value in its balance sheet. The Group applies cashflowhedgeaccountingunderIAS39in respect of certain instruments held. For instruments for which hedge accounting is applied,gainsandlossesaretakentoequity.Any changes to the fair value of derivatives not hedge accounted for are recognised in the income statement. Any new instruments entered intobytheGroupwillbereviewedona‘casebycase’basisatinceptiontodeterminewhethertheyshouldqualifyashedgesandbeaccountedfor accordingly under IAS 39. In accordance with its treasury policy, the Group does not hold orissueanyderivativefinancialinstrumentsfortrading purposes.

Investments

TheCompany’sinvestmentsinsubsidiaryundertakings are stated at the fair value of consideration payable, including related acquisitioncosts,lessanyprovisions for impairment.

Exceptional items

TheGroupclassifiestransactionsasexceptionalwhere they relate to an event that falls outside the ordinary activities of the business and where individually or in aggregate they have amaterialimpactonthefinancialstatements.

Thisclassificationexcludesimpairmentchargesmade on the carrying value of CGUs or groups of CGUs. The separate reporting of exceptional items helps provide a better picture of the Group’sunderlyingperformance.

Critical accounting assumptions, judgements and estimates

ThepreparationofthefinancialstatementsunderIFRSrequirestheuseofcertaincriticalaccountingassumptionsandrequiresmanagement to exercise its judgement and to make estimates in the process of applying theGroup’saccountingpolicies.Theareasrequiringahigherdegreeofjudgementorareas where assumptions and estimates are significanttothefinancialstatementsarediscussed below:

(a) Carrying value of goodwill and other intangiblesTheGroupusesforecastcashflowinformationand estimates of future growth to assess whether goodwill and other intangible assets are impaired. If the results of an operation in future years are adverse to the estimates used for impairment testing, an impairment may be triggered at that point, or a reduction in useful economiclifemayberequired.

(b) TaxationThe Group is subject to tax in all territories, and judgement and estimates of future profitabilityarerequiredtodeterminetheGroup’sdeferredtaxposition.Ifthefinaltaxoutcome is different to that assumed, resulting changeswillbereflectedintheincomestatementorstatementofchangesinequityas appropriate. The Group corporation tax provisionreflectsmanagement’sestimationoftheamountoftaxpayableforfiscalyearswithopen tax computations where liabilities remain tobeagreedwithHerMajesty’sRevenueandCustoms and other tax authorities.

(c) Revenue recognitionThe Group makes a provision for sales returns at the end of each month. The UK estimate is calculated by looking at the forecast sales projections for the following month of the titles that were on sale at the year-end and providing for any shortfall. The US estimate is made based on a study of the historic levels of returns.

New or revised accounting standards and interpretations

There has been no material impact from the adoption of the following new or revised standards or interpretations which are relevant to the Group:

• AnnualimprovementstoIFRSs2011- 2013 Cycle.

Certain new standards, amendments and interpretations to existing standards have been published that are mandatory for accounting periods beginning on or after 1 October 2015 or later periods but which the Group has chosen not to adopt early. These include the following standards which are relevant to the Group:

• AnnualimprovementstoIFRSs2012- 2014 Cycle.

• AmendmenttoIAS1Presentation offinancialstatementsonthe disclosure initiative.

• IFRS15Revenuefromcontracts with customers.

• IFRS9Financialinstruments. The Group does not expect that these standards and interpretations issued but not yet effective will have a material impact on results or net assets.


53 Future plc

1. Segmental reporting

The Group is organised and arranged primarily by reportable segment. The executive Directors consider the performance of the business from a geographical perspective, namely the UK and the US. The Australian business is considered to be part of the UK segment and is not reported separately due to its size.

(a) Reportable segment(i) Segment revenue

2015£m

2014£m

UK 47.3 53.1US 13.4 13.7Revenue between segments (0.9) (0.8)Total continuing operations 59.8 66.0

Transactions between segments are carried out at arm’s length.

(ii) Segment EBITDAE

2015£m

2014£m

UK 3.3 (5.3)US 0.3 (1.7)Total segment EBITDAE from continuing operations 3.6 (7.0)

EBITDAE is used by the executive Directors to assess the performance of each segment.

A reconciliation of total segment EBITDAE from continuing operations to loss before tax from continuing operations is provided as follows:

2015£m

2014£m

Total segment EBITDAE from continuing operations 3.6 (7.0)Depreciation (0.5) (1.0)Amortisation (2.3) (2.3)Exceptional items (2.5) (7.5)Impairment of intangible assets - (16.8)Netfinancecosts (0.6) (0.8)Loss before tax from continuing operations (2.3) (35.4)

(iii) Segment assets and liabilities

Segment assets Segment liabilities Segment net assets

2015£m

2014£m

2015£m

2014£m

2015£m

2014£m

UK 60.2 63.3 (29.0) (31.9) 31.2 31.4US 4.2 5.5 (4.0) (4.3) 0.2 1.2Total 64.4 68.8 (33.0) (36.2) 31.4 32.6

(iv) Other segment information

Capital expenditureDepreciation

and amortisation Impairment charges Exceptional items

2015£m

2014£m

2015£m

2014£m

2015£m

2014£m

2015£m

2014£m

UK 1.7 1.8 1.9 2.5 - 13.4 2.1 5.9US 0.3 0.8 0.9 0.8 - 3.4 0.4 1.6Continuing operations 2.0 2.6 2.8 3.3 - 16.8 2.5 7.5Discontinued operations - - - - - 9.2 (0.1) (3.5)Total 2.0 2.6 2.8 3.3 - 26.0 2.4 4.0

Otherthantheitemsdisclosedaboveandashare-basedpaymentschargeof£0.1m(2014:£0.1m)therewerenoothersignificantnon-cashexpensesduring the year.

Notes to the financial statements



1. Segmental reporting (continued)

(b) Business segmentAfter geographical location, the Group is managed into three key business segments. Each business segment comprises groups of individual magazines, websites and events, combined according to the market sector in which they operate. During the year an additional segment, Other, was addedtobetterreflectthenatureoftransactions.Theseincludeunallocatedsalariesandotherdirectcostswhicharenolongerdirectlychargedtothebusiness segments for internal reporting purposes. The Group considers that the assets within each segment are exposed to the same risks.

(i) Revenue by business segment

2015£m

2014restated

£m

Technology 19.7 20.0Games and Entertainment 25.7 29.0Photography and Creative 13.6 16.2Other 1.7 1.6Revenue between segments (0.9) (0.8)Total continuing operations 59.8 66.0

(ii) Gross profit by business segment

2015£m

2014restated

£m

Technology 15.2 15.0Games and Entertainment 18.4 21.3Photography and Creative 8.9 11.0Other (26.8) (36.5)Add back: distribution expenses 3.5 4.6Total continuing operations 19.2 15.4

2. Revenue

AnadditionalanalysisoftheGroup’srevenueisshownbelow:

2015£m

2014£m

DigitalandDiversified 28.1 27.3Print 31.7 38.7Total continuing operations 59.8 66.0

3. Operating loss from continuing operations

2015£m

2014£m

Revenue 59.8 66.0Cost of sales (40.6) (50.6)Grossprofit 19.2 15.4Distribution expenses (3.5) (4.6)Administration expenses (14.9) (21.1)Exceptional items (2.5) (7.5)Impairment of intangible assets - (16.8)Operating loss from continuing operations (1.7) (34.6)


55 Future plc

4. Fees paid to auditors

2015£m

2014£m

AuditfeesinrespectoftheauditofthefinancialstatementsoftheCompanyandtheconsolidatedfinancialstatements 0.13 0.13Audit related assurance services 0.02 0.02

0.15 0.15Tax compliance services 0.10 0.09Tax advisory services 0.08 0.02Servicesrelatingtocorporatefinancetransactions - 0.13Total fees 0.33 0.39

5. Exceptional items from continuing operations

2015£m

2014£m

Vacant property provision movements 0.4 1.3Restructuring and redundancy costs 2.8 5.3Profitondisposalofproperty (0.3) -Provision for bad debts (0.4) 0.9Total charge 2.5 7.5

ThevacantpropertyprovisionmovementduringtheyearrelatestosurplusofficespaceintheUKandtheUS.

Therestructuringandredundancycostsrelatemainlytopropertyrelatedcosts,incurredasaresultofcontinuingtherationalisationoftheGroup’spropertyportfolio,andstaffterminationpayments.TheprofitondisposalofpropertyrelatestothesaleofoneoftheGroup’sUKpropertiesforcashproceeds of £1.2m.

The provision for bad debts represents the release of part of a provision made in 2014 in relation to amounts owed to the Group which were no longer consideredrecoverablefollowingthefilingforbankruptcyofSourceHomeEntertainmentLLCanditsgroupcompanies,oneoftheGroup’sdistributorsin the US.

6. Employees from continuing operations

2015£m

2014£m

Wages and salaries 23.6 31.7Social security costs 2.2 4.1Other pension costs 0.8 1.1Share schemes-Valueofemployees’services 0.1 0.1Total staff costs from continuing operations 26.7 37.0

Average monthly number of people for continuing operations (including Directors)2015

No.2014

No.

Production 436 597Administration 94 117Total 530 714

At 30 September 2015, the actual number of people employed by the Group was 521 (2014: 577). In respect of our reportable segments, 448 (2014: 486) were employed in the UK and 73 (2014: 91) were employed in the US.

Key management personnel compensation

Group 2015

£m

Company 2015

£m

Group 2014

£m

Company 2014

£m

Salariesandothershort-termemployeebenefits 0.9 0.2 0.8 0.2Terminationbenefits - - 0.5 0.3Total 0.9 0.2 1.3 0.5

Key management personnel are deemed to be the members of the Board of Future plc. It is this Board which has responsibility for planning, directing and controlling the activities of the Group.



6. Employees from continuing operations (continued)

Zillah Byng-Thorne, Richard Haley and Penny Ladkin-Brand were paid by Future Publishing Limited, a subsidiary company, for their services. In 2015 £0.1m (2014: £0.1m) was recharged to Future plc by Future Publishing Limited in respect of Zillah Byng-Thorne, £nil (2014: £nil) was recharged in respect of Richard Haley and £nil (2014: £nil) was recharged in respect of Penny Ladkin-Brand.

FurtherdetailsontheDirectors’remunerationandinterestsaregivenintheDirectors’remunerationreportonpages29to39.ThehighestpaidDirector during the year was Zillah Byng-Thorne (2014: Mark Wood) and details of her remuneration are shown on page 30.

7. Finance income and costs

2015£m

2014£m

Fair value gain on interest rate derivative not in a hedge relationship - 0.2Total finance income - 0.2Interest payable on interest-bearing loans and borrowings (0.2) (0.6)Amortisation of bank loan arrangement fees (0.4) (0.5)Otherfinancecosts (0.2) (0.3)Exchange gains 0.2 0.4Total finance costs (0.6) (1.0)Net finance costs from continuing operations (0.6) (0.8)

In October 2007, the Group entered into a UK interest rate collar over £5.0m which had a seven-year period and expired in October 2014. The collar hadacapat6.00%andafloorof4.65%.Afairvaluegainof£0.2moninterestratederivativeswasincludedwithinfinanceincomein2014ashedgeaccounting was not applied to these contracts.

8. Tax on loss

The tax credited in the consolidated income statement for continuing operations is analysed below:

2015£m

2014£m

UK corporation taxCurrent tax at 20.5% (2014: 22%) on the loss for the year - -Adjustments in respect of previous years (0.3) (0.3)Current tax (0.3) (0.3)Deferred tax origination and reversal of temporary differencesCurrentyearcharge/(credit) 0.1 (0.1)Adjustments in respect of previous years (0.1) (0.1)Deferred tax - (0.2)Total tax credit on continuing operations (0.3) (0.5)

The tax assessed in each year differs from the standard rate of corporation tax in the UK for the relevant year. The differences are explained below:

2015£m

2014£m

Loss before tax (2.3) (35.4)Loss before tax at the standard UK tax rate of 20.5% (2014: 22%) (0.5) (7.8)Non-deductible amortisation & impairment - 5.9Losses generated and unrecognised 0.3 1.6Losses and other timing differences not recognised in respect of tax in the US 0.2 -Profitsrelievedagainstbroughtforwardlosses (0.1) (0.1)Other net disallowable items 0.2 0.3Adjustments in respect of previous years (0.4) (0.4)Total tax credit on continuing operations (0.3) (0.5)

In 2013 the Group reached agreement with HMRC relating to the tax treatment of certain one-off transactions which took place in 2003. Part of that agreementwillresultintheGrouppayingtaxof£6.2mplusinterest(comprisinginstalmentsof£85,000permonthoverfiveyearsfromJuly2013andafinalinstalmentof£2.0m).Thetaxpayablewasfullyprovidedforinprioryears’accounts.

The liability in the balance sheet has been split based on this agreement between current liabilities and non-current liabilities.

The Group has continued to recognise a portion of its historic losses of £1.3m (2014: £1.3m). The Directors consider that no material change in circumstances have occurred during the year to affect this amount.


57 Future plc

9. Dividends

Equity dividends 2015 2014

Number of shares in issue at end of year (million) 334.4 333.8Dividends paid in year (pence per share) - 0.2Dividends paid in year (£m) - 0.7

Thedividendstotalling£0.7mpaidduringtheyearended30September2014relatedtothefinaldividendfortheyearended30September2013of 0.2 pence per share.

10. Earnings per share

Basic earnings per share are calculated using the weighted average number of Ordinary shares in issue during the year. Diluted earnings per share have been calculated by taking into account the dilutive effect of shares that would be issued on conversion into Ordinary shares of awards held under employee share schemes.

Adjusted earnings per share removes the effect of exceptional items, impairment of intangible assets and any related tax effects from the calculation.

Total Group 2015 2014

Adjustments to loss after tax:Loss after tax (£m) (1.3) (33.9)Exceptional items (£m) 2.4 4.0Impairment of intangible assets (£m) - 26.0Tax effect of the above adjustments (£m) (0.5) (0.3)Adjusted profit/(loss) after tax (£m) 0.6 (4.2)

Weighted average number of shares in issue during the year: - Basic 332,796,904 332,208,630- Dilutive effect of share options 536,550 2,814,149- Diluted 333,333,454 335,022,779Basic loss per share (in pence) (0.4) (10.2)Adjustedbasicearnings/(loss)pershare(inpence) 0.2 (1.3)Diluted loss per share (in pence) (0.4) (10.2)Adjusteddilutedearnings/(loss)pershare(inpence) 0.2 (1.3)

The adjustments to loss after tax have the following effect:Basic and diluted loss per share (pence) (0.4) (10.2)Exceptional items (pence) 0.7 1.2Impairment of intangible assets (pence) - 7.8Tax effect of the above adjustments (pence) (0.1) (0.1)Adjusted basic and diluted earnings/(loss) per share (pence) 0.2 (1.3)



10. Earnings per share (continued)

Continuing operations 2015 2014

Adjustments to loss after tax:Loss after tax (£m) (2.0) (34.9)Exceptional items (£m) 2.5 7.5Impairment of intangible assets (£m) - 16.8Tax effect of the above adjustments (£m) (0.4) -Adjusted profit/(loss) after tax (£m) 0.1 (10.6)

Weighted average number of shares in issue during the year: - Basic 332,796,904 332,208,630- Dilutive effect of share options 536,550 2,814,149- Diluted 333,333,454 335,022,779Basic loss per share (in pence) (0.6) (10.5)Adjustedbasicearnings/(loss)pershare(inpence) - (3.2)Diluted loss per share (in pence) (0.6) (10.5)Adjusteddilutedearnings/(loss)pershare(inpence) - (3.2)

The adjustments to loss after tax have the following effect:Basic and diluted loss per share (pence) (0.6) (10.5)Exceptional items (pence) 0.7 2.3Impairment of intangible assets (pence) - 5.0Tax effect of the above adjustments (pence) (0.1) -Adjusted basic and diluted earnings/(loss) per share (pence) - (3.2)

Discontinued operations 2015 2014

Adjustmentstoprofitaftertax:Profit after tax (£m) 0.7 1.0Exceptional items (£m) (0.1) (3.5)Impairment of intangible assets (£m) - 9.2Tax effect of the above adjustments (£m) (0.1) (0.3)Adjusted profit after tax (£m) 0.5 6.4

Weighted average number of shares in issue during the year: - Basic 332,796,904 332,208,630- Dilutive effect of share options 536,550 2,814,149- Diluted 333,333,454 335,022,779Basic earnings per share (in pence) 0.2 0.3Adjusted basic earnings per share (in pence) 0.2 1.9Diluted earnings per share (in pence) 0.2 0.3Adjusted diluted earnings per share (in pence) 0.2 1.9

Theadjustmentstoprofitaftertaxhavethefollowingeffect:Basic and diluted earnings per share (pence) 0.2 0.3Exceptional items (pence) - (1.1)Impairment of intangible assets (pence) - 2.8Tax effect of the above adjustments (pence) - (0.1)Adjusted basic and diluted earnings per share (pence) 0.2 1.9


59 Future plc



11. Discontinued operations

Nooperationswereclassifiedasdiscontinuedduringtheyear.Theprofitfromoperationsdiscontinuedintheprioryearisanalysedbelow.Onlythosecostsdirectlyattributabletothedisposedtitleshavebeenclassifiedwithindiscontinuedoperationsandnoapportionmentofcentraloverheadshasbeenmade.

2015£m

2014£m

Revenue 0.2 22.9Cost of sales 0.4 (14.8)Grossprofit 0.6 8.1Distribution expenses (0.1) (1.5)Administration expenses - (0.2)Operating profit before depreciation, amortisation, exceptional items and impairment of intangible assets 0.5 6.4Impairment of intangible assets - (9.2)

Operating profit/(loss) 0.5 (2.8)Profit/(loss) from discontinued operations before tax 0.5 (2.8)Profit/(loss) after tax from discontinued operations 0.5 (2.8)Gain on sale of operations 0.1 3.5Tax on sale of operations 0.1 0.3Gain on sale of operations after tax 0.2 3.8Profit from discontinued operations 0.7 1.0

The gain on sale of operations in 2015 relates to contingent consideration received in relation to the Craft titles that were sold in 2014. The gain on sale of operations in 2014 for the disposed titles is set out below:

2014£m

Consideration:Cash 22.3Deferred consideration 0.2Subscription liabilities 2.3Total consideration 24.8Costs of disposal (1.5)

23.3

Net assets at disposal:Intangible assets 19.3Investment in associate 0.2Inventories 0.3

19.8Gain on sale of operations 3.5

11. Discontinued operations (continued)

(i) Disposal of Sport and Craft titles

On 21 July 2014, the Group completed the disposal of a portfolio comprising its Sport titles and Craft titles and as such the results of this portfolio have been included within discontinued operations. The portfolio was sold for cash proceeds of £20.0m and magazine deferred revenue retained by the Group of £2.0m.

During2015cashflowsrelatingtotheSportandCrafttitleswereimmaterial.During2014theSportandCrafttitlesincreasedtheGroup’soperatingcashflowsby£4.9m,paid£0.2minrespectofinvestingactivitiesandpaid£nilinrespectoffinancingactivities.

The results of the Sport and Craft titles are set out below:

2015£m

2014£m

Revenue 0.2 18.5Cost of sales 0.3 (12.1)Grossprofit 0.5 6.4Distribution costs (0.1) (1.4)Administration expenses - (0.2)Operating profit before depreciation, amortisation, exceptional items and impairment of intangible assets 0.4 4.8Impairment of intangible assets - (9.2)

Operating profit/(loss) 0.4 (4.4)Profit/(loss) before tax from discontinued operations 0.4 (4.4)Profit/(loss) after tax from discontinued operations 0.4 (4.4)Gain on sale of operations 0.1 0.8Tax on sale of operations 0.1 0.3Gain on sale of operations after tax 0.2 1.1Profit/(loss) from discontinued operations 0.6 (3.3)

The gain on sale of operations in 2014 for these titles is set out below:

2014£m

Consideration:Cash 20.0Subscription liabilities 2.0Total consideration 22.0Costs of disposal (1.5)

20.5

Net assets at disposal:Intangible assets 19.3Investment in associate 0.2Inventories 0.2

19.7Gain on sale of operations 0.8


61 Future plc




(ii) Disposal of Auto titles and Triathlon Plus

On 18 August 2014, the Group disposed of a portfolio comprising its Auto titles and Triathlon Plus and as such the results of this portfolio have been included within discontinued operations. The portfolio was sold for total initial consideration of £2.1m, comprising cash proceeds of £1.8m and magazine deferred revenue retained by the Group of £0.3m. In addition, deferred consideration of £0.2m was received during the year ended 30 September 2015 based on revenue performance.

During2015cashflowsrelatingtotheAutotitlesandTriathlonPluswereimmaterial.During2014theAutotitlesandTriathlonPlusincreasedtheGroup’soperatingcashflowsby£1.2m,paid£nilinrespectofinvestingactivitiesandpaid£nilinrespectoffinancingactivities.

The results of the Auto titles and Triathlon Plus are set out below:

2015£m

2014£m

Revenue - 3.6Cost of sales 0.1 (2.3)Grossprofit 0.1 1.3Distribution costs - (0.1)

Operating profit before depreciation, amortisation, exceptional items and impairment of intangible assets 0.1 1.2

Operating profit 0.1 1.2Profit before tax from discontinued operations 0.1 1.2Profit after tax from discontinued operations 0.1 1.2Gain on sale of operations - 2.2Gain on sale of operations after tax - 2.2Profit from discontinued operations 0.1 3.4

The gain on sale of operations in 2014 for these titles is set out below:

2014£m

Consideration:Cash 1.8Deferred consideration 0.2Subscription liabilities 0.3Total consideration 2.3

Net assets at disposal:Inventories 0.1Gain on sale of operations 2.2


63 Future plc


(iii) Disposal of Fast Bikes

On 21 August 2014, the Group disposed of Fast Bikes magazine and associated website and as such the results of this title have been included within discontinuedoperations.Thetitlewassoldforcashproceedsof£0.5m,resultinginaprofitondisposalof£0.5m.

During2015therewerenocashflowsrelatingtoFastBikes.During2014FastBikesincreasedtheGroup’soperatingcashflowsby£0.4m,paid£nilinrespectofinvestingactivitiesandpaid£nilinrespectoffinancingactivities.

There were no results in 2015 relating to Fast Bikes. The results of Fast Bikes in 2014 are set out below:

2014£m

Revenue 0.8Cost of sales (0.4)Grossprofit 0.4

Operating profit before depreciation, amortisation, exceptional items and impairment of intangible assets 0.4

Operating profit 0.4Profit before tax from discontinued operations 0.4Profit after tax from discontinued operations 0.4Gain on sale of operations 0.5Gain on sale of operations after tax 0.5Profit from discontinued operations 0.9

The gain on sale of operations in 2014 for this title is set out below:

2014£m

Consideration:Cash 0.5

Net assets at disposal -Gain on sale of operations 0.5

12. Property, plant and equipment

Group

Land and buildings

£m

Plant and machinery

£m

Equipment, fixtures and

fittings£m

Total£m

Cost At 1 October 2013 4.1 6.0 2.5 12.6Additions - 0.3 - 0.3Disposals - (1.4) (0.2) (1.6)Transferred to non-current assets held for sale (1.2) - - (1.2)At 30 September 2014 2.9 4.9 2.3 10.1Additions - 0.2 - 0.2Disposals (1.4) - (0.6) (2.0)Exchange adjustments 0.1 0.1 0.1 0.3At 30 September 2015 1.6 5.2 1.8 8.6

Accumulated depreciationAt 1 October 2013 (2.7) (5.3) (2.1) (10.1)Charge for the year (0.3) (0.5) (0.2) (1.0)Disposals - 1.4 0.2 1.6Transferred to non-current assets held for sale 0.4 - - 0.4At 30 September 2014 (2.6) (4.4) (2.1) (9.1)Charge for the year (0.1) (0.3) (0.1) (0.5)Disposals 1.4 - 0.5 1.9Exchange adjustments (0.1) (0.2) - (0.3)At 30 September 2015 (1.4) (4.9) (1.7) (8.0)

Net book value at 30 September 2015 0.2 0.3 0.1 0.6Net book value at 30 September 2014 0.3 0.5 0.2 1.0Net book value at 1 October 2013 1.4 0.7 0.4 2.5

Depreciation is included within administration expenses in the consolidated income statement.



13. Intangible assets

GroupGoodwill

£m

Magazine and website

£mOther

£m Total

£m

Cost At 1 October 2013 305.1 15.6 14.2 334.9Additions - - 2.3 2.3Disposals (19.3) (0.3) (1.2) (20.8)Exchange adjustments (0.2) (0.1) - (0.3)At 30 September 2014 285.6 15.2 15.3 316.1Additions - - 1.8 1.8Disposals - (3.1) (2.8) (5.9)Exchange adjustments 1.9 0.3 0.5 2.7At 30 September 2015 287.5 12.4 14.8 314.7

Accumulated amortisationAt 1 October 2013 (218.8) (15.2) (11.1) (245.1)Charge for the year - (0.3) (2.0) (2.3)Impairment charge (26.0) - - (26.0)Disposals - 0.3 1.2 1.5Exchange adjustments 0.1 0.1 - 0.2At 30 September 2014 (244.7) (15.1) (11.9) (271.7)Charge for the year - (0.1) (2.2) (2.3)Disposals - 3.1 2.7 5.8Exchange adjustments (1.9) (0.3) (0.5) (2.7)At 30 September 2015 (246.6) (12.4) (11.9) (270.9)

Net book value at 30 September 2015 40.9 - 2.9 43.8Net book value at 30 September 2014 40.9 0.1 3.4 44.4Net book value at 1 October 2013 86.3 0.4 3.1 89.8

Magazine and website related assets relate mainly to trademarks, advertising relationships and customer lists. These assets are amortised over their estimatedeconomiclives,typicallyrangingbetweenoneandfiveyears.

Anyresidualamountarisingasaresultofthepurchaseconsiderationbeinginexcessofthevalueofidentifiedmagazinerelatedassetsisrecordedas goodwill. Goodwill is not amortised under IFRS, but is subject to impairment testing either annually or on the occurrence of some triggering event. Goodwill is recorded and tested for impairment on a territory by territory basis.

Other intangibles relate to capitalised software costs and website development costs.

Amortisation is included within administration expenses in the consolidated income statement.

Impairment assessments for goodwill and other intangiblesThe goodwill balance at 30 September 2015 and 30 September 2014 relates to the UK.

The basis for calculating recoverable amounts is described in the accounting policies.

Trendsintheeconomicandfinancialenvironment,competitionandregulatoryauthorities’decisions,orchangesincompetitorbehaviourinresponseto the economic environment may affect the estimate of recoverable amounts, as will unforeseen changes in the political, economic or legal systems of some countries.


65 Future plc



13. Intangible assets (continued)

Otherassumptionsthatinfluenceestimatedrecoverableamountsaresetoutbelow:

At 30 September 2015

UK

Basis of recoverable amountSource used

Value in useFive year plans

Discountedcashflow

Growth rate to perpetuity 2.0%EBITDA margins assumed 5.2% to 12.4%Post-tax discount rate 9.0%Pre-tax discount rate 11.3%

At 30 September 2014

UK US

Basis of recoverable amountSource used


Discountedcashflow


Discountedcashflow

Growth rate to perpetuity 2.0% 2.0%EBITDA margins assumed 7.8% to 17.4% 0.4% to 23.3%Post-tax discount rate 10.4% 11.7%Pre-tax discount rate 13.3% 15.0%

Sensitivity of recoverable amountsAt 30 September 2015 the analysis of the recoverable amounts gave rise to the following assessments of sensitivity:

(i) UK ThevalueinuseoftheUKbusinessexceededthecarryingvalueby£8.0m.Animpairmentwouldberequiredifthepre-taxdiscountratewas

morethan200basispointshigherorifforecastcashflowsweremorethan17%loweroverthenextfiveyears.

Goodwill is not considered to be impaired at 30 September 2015.

Impairment At 31 March 2014, the Directors considered there to be an indication of impairment in respect of the carrying amount of goodwill of the UK and US segments.TheDirectorsconsideredthetradingpatterns,challengingeconomicclimateandtradingenvironmentinwhichtheGroup’srestructuringactivities were taking place to be indicators of impairment, and therefore tested for impairment at 31 March 2014.

The impairment test resulted in an impairment charge of £22.6m being taken against the carrying value of the UK segment and £3.4m being taken against the carrying value of the US segment at 31 March 2014 (comprising £16.8m in respect of continuing operations and £9.2m in respect of discontinued operations).

14. Investments in Group undertakings

Company2015

£m2014

£m

Shares in Group undertakingsAt 1 October 131.9 159.1Provision for impairment - (27.2)At 30 September 131.9 131.9

The Directors believe that the carrying value of the investments are supported by their underlying assets, taking into account the amounts owed by the Company to Group undertakings (see note 20).

In assessing this carrying value the same assumptions as referred to in note 13 have been used.

InSeptember2014,theDirectorsreviewedtheirvaluationsoftheCompany’sinvestments.Followingthisreview,theCompany’sinvestmentinRhoHoldingsLimited was written down to a carrying value of £130.9m resulting in an impairment charge of £27.2m.


67 Future plc

15. Deferred tax assets and liabilities

The following are the major deferred tax assets and liabilities recognised by the Group, and the movements thereon, during the current and prior years.

Intangible assets

£m

Share-based payments

£m

Depreciation vs tax allowances

£mTax losses

£mTotal

£m

At 1 October 2013 (1.2) 0.1 0.3 - (0.8)Credited/(charged)toincomestatement– Continuing operations 0.1 (0.1) 0.1 0.1 0.2

Credited to income statement– Discontinued operations 0.4 - - - 0.4

At 30 September 2014 and 30 September 2015 (0.7) - 0.4 0.1 (0.2)

Certain deferred tax assets and liabilities have been offset against each other where they relate to the same jurisdiction. The following is the analysis of deferred tax balances after offset for balance sheet purposes:

2015£m

2014£m

Deferred tax assets 0.5 0.5Deferred tax liabilities (0.7) (0.7)Net deferred tax liability (0.2) (0.2)

The deferred tax asset of £0.5m (2014: £0.5m) is disclosed as a non-current asset of which the assets due within one year total £0.1m (2014: £0.2m). The deferred tax liability of £0.7m (2014: £0.7m) is disclosed as a non-current liability of which the liabilities due within one year total £nil (2014: £nil).

As at 30 September 2015 the Group has:• unprovideddeferredtaxassetsontaxlossestotalling£16.1m(2014:£11.2m)ofwhich£15.0m(2014:£10.7m)aroseintheUS;and• unprovideddeferredtaxassetsonothertemporarydifferencestotalling£1.1m(2014:£2.1m)ofwhich£1.1m(2014:£2.1m)aroseintheUS.

Deferred tax assets have been recognised in respect of tax losses and other temporary differences where it is probable that these assets will be recovered.

No deferred tax is recognised on the unremitted earnings of overseas subsidiaries as any remitted earnings would not give rise to a tax liability in the foreseeable future.

The Company has no unprovided deferred tax assets or liabilities at 30 September 2015 (2014: £nil).

ChangestotheUKcorporationtaxrateswereannouncedintheChancellor’sBudgeton8July2015.Theseincludereductionstothemainratetoreduce the rate to 19% from 1 April 2017 and to 18% from 1 April 2020.

Asthechangeshadnotbeensubstantivelyenactedatthebalancesheetdatetheireffectsarenotincludedinthesefinancialstatements.

16. Inventories

2015£m

2014£m

Raw materials 0.1 0.2Work in progress 0.3 0.4Finished goods 0.1 -Total 0.5 0.6

The cost of raw material inventories recognised as an expense and included within cost of sales amounted to £3.5m (2014: £4.4m).

17. Trade and other receivables

Group2015

£m

Company2015

£m

Group2014

£m

Company2014

£m

Current assets:Trade receivables 11.3 - 8.3 -Provisions for impairment of trade receivables (0.6) - (1.1) -Trade receivables net 10.7 - 7.2 -Amounts owed by Group undertakings - 46.7 - 43.6Other receivables 0.5 - 0.5 -Prepayments and accrued income 4.0 - 4.7 0.4

15.2 46.7 12.4 44.0Non-current assets:Other receivables 0.1 - 0.4 -Total 15.3 46.7 12.8 44.0

The Directors consider that the carrying amount of trade and other receivables approximates their fair value.

Receivable balances from the two main magazine distributors, one in the UK segment and one in the US segment, represented 14% (2014: 13%) of theGroup’stradereceivablesbalanceat30September2015.

TheGrouphasprovidedforestimatedirrecoverableamountsinaccordancewithitsaccountingpolicydescribedonpage52ofthesefinancialstatements.

Credit checks are obtained and, if applicable, guarantees put in place before a new customer is accepted and terms and credit limits are agreed. Bookingsarenottakenbeforethesefactorshavebeenfulfilled.Inaddition,annualcreditchecksarecarriedoutandfullydocumented.Finaldecisionsoncredittermsaremadebyanappropriateseniormanagerwithinadvertisingorfinance.Intheeventofarequesttoincreaseacustomer’screditlimitthe following factors will be considered: trading history to date, review of credit status and review of the reason for the increase.

IncludedwithintheGroup’stradereceivablesbalancearereceivableswithacarryingamountof£2.9m(2014:£2.7m)whicharepastdueatthereportingdatebutforwhichtheGrouphasnotprovidedastherehasnotbeenasignificantchangeincreditqualityandtheGroupbelievesthattheamounts are still recoverable. These relate to advertising and licensing debtors in the UK and US. The Group does not hold any security over these balances. A breakdown of the ageing is set out below:

Past due

Group2015

£m

Group2014

£m

0-30 days 0.7 1.531-60 days 0.5 0.761-90 days 0.5 0.491+ days 1.2 0.1Total 2.9 2.7

As at 30 September 2015, trade receivables of £0.6m (2014: £1.1m) were impaired and provided for. The individually impaired receivables mainly relate to advertising and licensing customers. It is assessed that a portion of the receivables is expected to be recovered.

The movement in the Group provision for trade receivables during the year is as follows:

Group2015

£m

Group2014

£m

At 1 October 1.1 0.2Provision for receivables impaired (0.1) 1.2Receivables written off during the year (0.4) (0.3)At 30 September 0.6 1.1

The creation and release of provisions for impaired receivables have been included in administration expenses in the income statement with the exceptionofacreditof£0.4min2015andachargeof£0.9min2014relatingtoadistributorthatfiledforbankruptcywhichwereincludedwithinexceptional items, as described in note 5. Amounts charged to the provision are written off when there is no realistic expectation of recovering additional cash.

The other asset classes within trade and other receivables do not contain impaired assets.




69 Future plc

17. Trade and other receivables (continued)

The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable mentioned above. The Group does not hold any collateral as security for trade receivables.

AlltheCompany’sreceivablesarewithGroupundertakings,withtheexceptionof£nil(2014:£0.4m)relatingtoprepaidbankarrangementfees,andnoadditionaldisclosureinrelationtocreditriskisrequired.Intereston£0.3m(2014:£0.3m)oftheamountsowedbyGroupundertakingshasbeencharged at three-month LIBOR + 3.1%. The balance of amounts owed by Group undertakings is interest-free without any terms for repayment.

18. Cash and cash equivalents

Group2015

£m

Company2015

£m

Group2014

£m

Company2014

£m

Cash at bank and in hand 2.5 - 7.5 -Cash and cash equivalents (excluding bank overdraft) 2.5 - 7.5 -

Cash and cash equivalents include the following for the purposes of the cash flow statements:

Group2015

£m

Company2015

£m

Group2014

£m

Company2014

£m

Cash at bank and in hand 2.5 - 7.5 -Bank overdraft (note 21) (0.9) (8.8) - (8.6)Cash and cash equivalents 1.6 (8.8) 7.5 (8.6)

The Group has a number of authorised counterparties with whom cash balances are held in the countries in which the Group operates. Credit risk is minimisedbyconsideringthecreditstandingofallpotentialbankersbeforeselectingthembytheuseofexternalcreditratings.98%oftheGroup’scash is held at counterparties with a minimum S+P credit rating of A-.

19. Non-current assets held for sale

AsaresultoftheGroup’sdecisiontoselloneofitspropertiesintheUK,theproperty’snetbookvalueof£0.8mwaspresentedasheldforsaleintheconsolidated balance sheet at 30 September 2014.

TheGroupcompletedthesaleofthepropertyfor£1.2mon10November2014,realisingaprofitondisposalof£0.3maftercosts.

20. Trade and other payables

Group2015

£m

Company2015

£m

Group2014

£m

Company2014

£m

Trade payables 6.8 - 9.3 -Amounts owed to Group undertakings - 124.0 - 123.1Other taxation and social security 0.7 - 0.9 -Other payables 1.2 - 1.7 -Accruals and deferred income 12.0 - 14.0 0.1Total 20.7 124.0 25.9 123.2

Tradepayablesandaccrualsprincipallycompriseamountsoutstandingfortradepurchasesandongoingcosts.TheGrouphasfinancialriskmanagement policies in place to ensure all payables are paid within the agreed credit terms.

The Directors consider that the carrying amount of trade payables approximates to their fair value.

Amounts owed to Group undertakings are unsecured and interest-free without any terms for repayment.



21. Financial liabilities – loans, borrowings and overdrafts

Current liabilities

Interest rate at30 September

2015

Interest rate at30 September

2014

Group2015

£m

Company2015

£m

Group2014

£m

Company2014

£m

Bank overdraft 3.0% - 0.9 0.9 - -Sterling revolving loan 3.0% - 3.4 3.4 - -Total 4.3 4.3 - -

The interest-bearing loans and overdraft are repayable as follows:

Group2015

£m

Company2015

£m

Group2014

£m

Company2014

£m

Within one year 4.3 4.3 - -Total 4.3 4.3 - -

In May 2015, the Group negotiated a new multicurrency revolving and overdraft facility to replace its existing facility which was due to expire in December 2015. The total facility available to the Group at 30 September 2015 amounts to £5.5m and this can be drawn in sterling, US Dollars or Euros. The term runs until 31 December 2017 with options to increase the facility by £2.0m and to extend it to 31 December 2019. The Group has granted security to the banks and the availability of the facility is subject to certain covenants.

Fees relating to the new facility amounted to £0.2m and these are being amortised over the initial term of the facility. The bank borrowings and interest are guaranteed by Future plc, Future Holdings 2002 Limited, Future Publishing Limited, Future US, Inc, Future Publishing (Overseas) Limited, Future IP Limited and FutureFolio Limited.

Interest payable under the current credit facility is calculated as the cost of one-month LIBOR (currently approximately 0.5%) plus an interest margin of between 2.00% and 2.50%, dependent on the level of Bank EBITDAE.

The key covenants are set out in the following table where net debt is exclusive of non-current tax and other payables and Bank EBITDA(E) is not materially different to statutory EBITDA(E) on a total Group basis.

Netdebt/BankEBITDA(E) Periods from 30 June 2015 to 30 September 2016 – less than 2.00 timesPeriods from 31 December 2016 onwards – less than 1.75 times

BankEBITDA(E)/Interest Periods from 30 June 2015 to 31 December 2015 – more than 4.00 timesPeriods from 31 March 2016 onwards – more than 4.50 times

Thecovenantsaretestedquarterlyonthebasisofrollingfiguresforthepreceding12monthsandthecovenantpositionattheyear-endissetoutinthe following table:

30 September 2015 Covenant

Netdebt/BankEBITDAE 0.45 < 2.00 timesBankEBITDAE/Interest 23.04 > 4.00 times

The Group has an additional covenant in respect of capital expenditure which was met at 30 September 2015.

The Company also has a non-interest-bearing overdraft of £7.9m (2014: £8.6m) which forms part of the Group cash pooling account and can be offset against cash balances in other Group companies.


71 Future plc

22. Provisions

GroupProperty

£m

At 1 October 2014 2.8Charged in the year 0.2Utilised in the year (0.9)At 30 September 2015 2.1

The provision for property relates to dilapidations and obligations under short leasehold agreements on vacant property. The vacant property provision is expectedtobeutilisedoverthenextfiveyears.

Provisions for the Company were £nil (2014: £nil).

23. Other non-current liabilities

Group2015

£m2014

£m

Other payables 0.8 1.2

Other payables consist mainly of deferred subscription revenue and deferred property lease liabilities.

24. Financial instruments

Financial instruments by category

TheGroup’sfinancialassetsandfinancialliabilitiesaresetoutbelow:

Amortised cost 2015

Group Note

Loans and receivables

£m

Other liabilities

£m

Total carrying value

£m

Total fairvalue

£m

Trade receivables net 17 10.7 - 10.7 10.7Other receivables 2.4 - 2.4 2.4Cashandcashequivalents 18 2.5 - 2.5 2.5Total financial assets 15.6 - 15.6 15.6Trade payables 20 - (6.8) (6.8) (6.8)Other liabilities - (10.5) (10.5) (10.5)Overdraft 21 - (0.9) (0.9) (0.9)Current borrowings 21 - (3.4) (3.4) (3.4)Total financial liabilities - (21.6) (21.6) (21.6)

Amortised cost 2014

Group Note


£m

Other liabilities

£m


£m

Total fair value

£m

Trade receivables net 17 7.2 - 7.2 7.2Other receivables 2.1 - 2.1 2.1Cashandcashequivalents 18 7.5 - 7.5 7.5Total financial assets 16.8 - 16.8 16.8Trade payables 20 - (9.3) (9.3) (9.3)Other liabilities - (9.5) (9.5) (9.5)Total financial liabilities - (18.8) (18.8) (18.8)

Totalfinancialliabilitiesareshownnetofunamortisedcostswhichamountedto£0.1m(2014:£nil).



24. Financial instruments (continued)

TheCompany’sfinancialassetsandliabilitiesaresetoutbelow:

Amortised cost 2015

Company Note


£m

Other liabilities

£m


£m

Total fair value

£m

Other receivables 17 46.7 - 46.7 46.7Total financial assets 46.7 - 46.7 46.7Other liabilities 20 - (124.0) (124.0) (124.0)Overdrafts 21 - (8.8) (8.8) (8.8)Current borrowings 21 - (3.4) (3.4) (3.4)Total financial liabilities - (136.2) (136.2) (136.2)

Amortised cost 2014

Company Note


£m

Other liabilities

£m


£m

Total fair value

£m

Other receivables 17 43.6 - 43.6 43.6Total financial assets 43.6 - 43.6 43.6Other liabilities 20 - (123.2) (123.2) (123.2)Overdrafts 21 - (8.6) (8.6) (8.6)Total financial liabilities - (131.8) (131.8) (131.8)

Totalfinancialliabilitiesareshownnetofunamortisedcostswhichamountedto£0.1m(2014:£nil).

Thefairvalueistheamountforwhichafinancialinstrumentcouldbeexchangedbetweenknowledgeable,willingparties.Ifanactivemarketexists,themarketpriceisapplied.Ifanactivemarketdoesnotexistadiscountedcashfloworgenerallyacceptedestimationandvaluationtechniquebasedon market conditions at the balance sheet date is used to calculate an estimated value.

Themarketvalueoffinancialinstrumentsisdeterminedbytheuseofvaluationtechniquesincludingestimateddiscountedcashflows.


73 Future plc


Treasury overviewTheGroupusesfinancialinstrumentstoraisefundingforitsoperationsandtomanagethefinancialrisksarisingfromthoseoperations.Theagreementsgoverning the principal instruments entered into were approved by the Board.

TheprincipalfinancingandtreasuryexposuresfacedbytheGrouparisefromforeigncurrencies,workingcapitalmanagement,thefinancingofcapitalexpenditureandacquisitions,themanagementofinterestratesontheGroup’sdebt,theinvestmentofsurpluscashandthemanagementoftheGroup’sdebtfacilities.TheGroupmanagesalloftheseexposureswithanobjectiveofremainingwithincovenantratiosagreedwiththeGroup’sbanks,andtheGroup has been in compliance with its covenants during the year. These ratios are disclosed in note 21.

ThecapitalstructureoftheGroupisreviewedregularlybytheBoardtoensurethatthedebt/equityratiooffundingremainsappropriatefortheGroup.

In order to maintain or adjust the capital structure, the Group may return capital to shareholders, issue new shares or sell assets to reduce debt.

Currency and interest rate profileThecurrencyandinterestrateprofileoftheGroup’sfinancialassetsandliabilitiesisshownbelow:

Financial assets Financial liabilities

Floating rate£m

Non- interest bearing

£mTotal

£m

Floating rate£m

Fixed rate£m

Non-interest bearing

£m Total

£m

Net financial (liabilities)/

assets£m

At 30 September 2015Currency:Sterling - 9.6 9.6 (4.3) - (13.4) (17.7) (8.1)US Dollar - 4.7 4.7 - - (3.5) (3.5) 1.2Euro - 0.6 0.6 - - (0.1) (0.1) 0.5Other - 0.7 0.7 - - (0.3) (0.3) 0.4Total - 15.6 15.6 (4.3) - (17.3) (21.6) (6.0)

At 30 September 2014Currency:Sterling - 9.8 9.8 - - (15.7) (15.7) (5.9)US Dollar - 4.5 4.5 - - (2.6) (2.6) 1.9Euro - 0.4 0.4 - - (0.3) (0.3) 0.1Other - 2.1 2.1 - - (0.2) (0.2) 1.9Total - 16.8 16.8 - - (18.8) (18.8) (2.0)

Interest rate riskDetails of the interest rates on borrowings as at 30 September 2015 are set out in note 21.

TheGroup’soverallpolicyonhedginginterestrateriskisasfollows:• Totheextentthatnetdebtisbelow£10mthereisnorequirementtohedgeagainstinterestratefluctuationsonthebalanceofthegrossdebt.• Totheextentthatnetdebtisabove£10maminimumof25%ofthebalanceofthegrossdebtgreaterthan£10mshouldbehedged.

Inapplyingtheabovepolicy,managementtakesfullconsiderationofcashflowprojectionstofixtheperiodforwhichanyhedgingarrangementsareentered into.

For2015,ifinterestratesonnetborrowingshadbeenonaverage0.5%higher/lowerwithallothervariablesheldconstant,thepost-taxlossfortheyearwouldhavedecreased/increasedby£nil(2014:£nil).

Therewouldbenoimpactonequityexcludingretainedearnings.

Foreign exchange riskSomeoftheGroup’sactivitiesarecarriedoutincountriesoutsidetheUnitedKingdomwheretransactionsarecarriedoutinthatcountry’sownfunctionalcurrency.MovementsinexchangeratescanthereforehaveasignificantimpactontheGroup’stotalcashflows,whilstthetranslationof theresults,assetsandliabilitiesofforeignoperationsintosterlingcanhaveasignificanteffectontheGroup’sreportedprofitsandbalancesheet. The main exposures are to movements in the US Dollar and Australian Dollar against sterling.




TheGroup’spolicyformanagingexchangerateriskissummarisedasfollows:

• Transactionexposure-theGroupmanagesthisbyensuringthattransactionsaredenominatedinthelocalfunctionalcurrencyoftheoperatingunitswherever possible. Where this is not possible the use of forward contracts to hedge exposure is considered. The use of forward contracts (or any otherderivativefinancialinstrument)issubjecttoauthorisationbytheChiefFinancialOfficer.

• Translationexposure–theGroupmatchescurrencyassetswithcurrencyliabilitieswhereverpossible.

ThefollowingtablesummarisestheGroup’ssensitivitytotranslationalcurrencyexposuresat30September:

2015 currency risks expressed in Currency 1/Currency 2£m GBP/USD GBP/AUD

Reasonable shift 10% 10%Impact on loss after tax if Currency 1 strengthens against Currency 2 - 0.1Impact on loss after tax if Currency 1 weakens against Currency 2 - (0.1)ImpactonequityexcludingretainedearningsifCurrency1strengthensagainstCurrency2 - (0.1)ImpactonequityexcludingretainedearningsifCurrency1weakensagainstCurrency2 - 0.1

2014 currency risks expressed in Currency1/Currency2£m GBP/USD GBP/AUD

Reasonable shift 10% 10%Impact on loss after tax if Currency 1 strengthens against Currency 2 (0.3) (0.1)Impact on loss after tax if Currency 1 weakens against Currency 2 0.3 0.1ImpactonequityexcludingretainedearningsifCurrency1strengthensagainstCurrency2 0.3 0.1ImpactonequityexcludingretainedearningsifCurrency1weakensagainstCurrency2 (0.3) (0.1)

Liquidity riskTheGroupfundsthebusinesslargelyfromcashflowsgeneratedfromoperationsandlong-termdebt.DetailsoftheGroup’sborrowingsaredisclosedin note 21.

TheGroupmonitorsandmanagesthecashfortheGroupandhasmaintainedcommittedbankingfacilitiesasnotedabovetomitigateanyliquidityriskitmayface.Ifnecessary,inter-companyloanswithintheGroupmeetshort-termcashneeds.ThefollowingtableshowstheGroup’sremainingcontractualmaturityforfinancialliabilitiesandderivativefinancialinstruments.ThetablehasbeendrawnupbasedontheundiscountedcashflowsoffinancialliabilitiesbasedontheearliestdateonwhichtheGroupisobligedtopay:

30 September 2015

Less than one year

£m

Between one and two years

£m

Between two and five years

£m

Over five years

£mTotal

£m

Trade payables (6.8) - - - (6.8)Other liabilities (9.3) (0.1) (0.9) (0.2) (10.5)Overdraft (0.9) - - - (0.9)Borrowings (3.4) - - - (3.4)Total financial liabilities (20.4) (0.1) (0.9) (0.2) (21.6)

30 September 2014

Less than one year

£m

Between one and two years

£m

Between two andfiveyears

£m

Overfiveyears

£mTotal

£m

Trade payables (9.3) - - - (9.3)Other liabilities (8.1) (0.4) (0.6) (0.4) (9.5)Total financial liabilities (17.4) (0.4) (0.6) (0.4) (18.8)


75 Future plc

25. Issued share capital

2015 £m

2014£m

Authorised share capital 600,000,000 Ordinary shares of 1p each 6.0 6.0

2015 2014

Number of shares £m

Number of shares £m

Allotted, issued and fully paid (capital) Ordinary shares of 1p eachAt beginning of year 333,781,473 3.3 333,398,827 3.3Share scheme exercises 653,725 - 382,646 -Share Incentive Plan matching shares 6,049 - - -At end of year 334,441,247 3.3 333,781,473 3.3

During the year 653,725 Ordinary shares with a nominal value of £6,537 were issued by the Company pursuant to share scheme exercises and a further 6,049 Ordinary shares were issued under the Share Incentive Plan for a total cash commitment of £nil, as detailed in note 26.

In 2014 382,646 Ordinary shares with a nominal value of £3,826 were issued by the Company for a total cash commitment of £7,078 pursuant to share scheme exercises as detailed in note 26.

26. Share-based payments

The income statement charge for the year for share-based payments was £0.1m (2014: £0.1m). This charge has been included within administration expenses.

ThesechargesarisewhenemployeesaregrantedawardsundertheGroup’sshareoptionschemes,performanceshareplan(PSP),deferredannual bonus scheme (DABS) or Share Incentive Plan (SIP) and when employees are granted awards by the trustees of The Future Network plc 1999EmployeeBenefitTrust(EBT).ThechargeequatestothefairvalueoftheawardandhasbeencalculatedusingtheMonteCarloandBlack-Scholes models, using the most appropriate model for each scheme. Assumptions have been made in these models for expected volatility, risk-free rates and dividend yields.

A reconciliation of movements in share options and other share incentive schemes is shown below:

2015Number of

options/awards

2015Weighted average

exercise price

2014 Number of

options/awards

2014Weighted average

exercise price

Outstanding at the beginning of the year 12,885,930 £0.027 13,780,954 £0.055Granted 12,293,441 £0.000 8,877,662 £0.037Share awards exercised – new share issues (653,725) £0.000 (382,646) £0.018Lapsed (8,343,432) £0.017 (9,390,040) £0.078Outstanding at 30 September 16,182,214 £0.012 12,885,930 £0.027Exercisable at 30 September 57,052 £0.000 44,294 £0.081

The weighted average share price at the date of exercise of share options and other share incentive awards during the year was £0.104 (2014: £0.145).



26. Share-based payments (continued)

For options and other share incentive schemes outstanding at 30 September the weighted average exercise prices and remaining contractual lives are as follows:

Number of options/awards Weighted average exercise priceWeighted average remaining

contractual life in years

2015 2014 2015 2014 2015 2014

Sharesave PlanDecember 2010 - 21,818 £0.165 £0.165 - -December 2012 691,958 1,377,233 £0.140 £0.140 1 2December 2013 805,833 1,135,366 £0.130 £0.130 2 3PSPJanuary 2012 - 4,008,769 - - - -December 2012 678,159 678,159 - - - 1December 2013 2,156,022 2,156,022 - - 1 2July 2014 2,500,000 2,500,000 - - 2 3February 2015 6,336,415 - - - 2 -May 2015 1,046,979 - - - 3 -August 2015 1,647,834 - - - 3 -DABSNovember 2009 1,043 1,043 - - - -December 2010 5,924 21,433 - - - -January 2012 50,085 534,476 - - - -December 2012 159,869 333,459 - - - 1December 2013 102,093 118,152 - - 1 2Total outstanding at 30 September 16,182,214 12,885,930 £0.012 £0.027 2 1

The fair value per share for grants made during the year and the assumptions used in the calculation are as follows:

2015 2014

PSP PSP PSP DABS PSP PSP Sharesave

Grant date 04/02/15 18/05/15 03/08/15 16/12/13 16/12/13 16/07/14 13/12/13Share price at grant date £0.109 £0.105 £0.106 £0.175 £0.175 £0.084 £0.175Exercise price - - - - - - £0.130Vesting period (years) 3 3 3 3 3 3 3Expected volatility 55% 54% 54% 55% 55% 56% 55%Option life (years) 3 3 3 3 3 3 3Expected life (years) 3 3 3 3 3 3 3Risk-free rate 1% 1% 1% 1% 1% 1% 1%Dividend yield - - - 1% 1% 3% 1%TSR correlation 6% 4% 3% - 5% 5% -Fair value £0.096 £0.090 £0.090 £0.169 £0.141 £0.053 £0.077Fair value – EPS element £0.109 £0.105 £0.106 - £0.169 £0.078 -Fair value – TSR element £0.082 £0.075 £0.074 - £0.113 £0.027 -

Notes:1.TheexpectedvolatilityisbasedonFuture’shistoricalvolatility,averagedoveraperiodequaltotheexpectedlife,wherepossible.2. The Group has used the Black-Scholes model to value instruments with non-market-based performance criteria such as earnings per share. For instruments with market-based performance criteria,

notably total shareholder return, the Group has used a Monte Carlo model to determine the fair value. The Black-Scholes model has been used to value all options with the exception of 50% of the PSP grants which have market-based performance criteria; the Monte Carlo model has been used to value these awards.

Future plc operates one share option scheme being the Future plc 2010 Approved Sharesave Plan (2010 Sharesave Plan) and at 30 September 2015 options had been granted under this scheme.

The 2010 Sharesave Plan (the Sharesave Plan)Under the Sharesave Plan the option entitlement granted to participating employees is linked to the monthly contributions which such employees have agreed to pay into the Sharesave Plan (up to a maximum amount of £250 per month). The options granted under the Sharesave Plan vest on the third anniversary of the grant of such options. Where legal and regulatory constraints permit, the Company uses its discretion to offer options granted under the Sharesave Plan at a discount to the market price in force at the date of the invitation being made.

The Board exercised its discretion in November 2013 to issue invitations to participate in the Sharesave Plan to eligible employees in the UK. The option price represented a 20% discount to the market price at the time of the invitation.


77 Future plc

26. Share-based payments (continued)

Other share-based paymentsNo further share options are to be granted. Instead, the Group has put into place a number of alternative share incentive schemes.

Performance Share Plan (PSP)The PSP is a share-based incentive scheme open to the executive Directors and certain other key senior managers, usually based on a percentage of theparticipant’ssalary.Awardsunderthisschemearesubjecttostretchingperformancecriteriameasuredagainstbothearningspershare(EPS)andtotalshareholderreturn(TSR).Subjecttotheparticipant’scontinuedemploymentwithintheGroup,awardswillvestthreeyearsafterthedateofgrantassuming that the following performance criteria are achieved:

Performance criteria in respect of awards granted prior to 4 February 2015

• Amaximumof50%ofanawardwillvestiftheGroup’sgrowthinadjustedEPSisequaltoRPIplus8%,0%willvestiftheGroup’sgrowthinadjustedEPSisequaltoRPIplus3%,andvestingwillbeonaproratastraight-linebasisbetweenthetwo.IfgrowthintheGroup’sadjustedEPSisless than RPI plus 3%, none of that 50% of the award will vest.

• Theremaining50%oftheawardwillvestiftheCompany’sTSRperformance,comparedtoagroupofsimilarcompanies,placesitinthetopquintileasagainstthecomparatorcompanies.IftheCompany’sTSRperformanceismedian,12.5%oftheawardwillvest,andvestingwillbeonaproratastraight-linebasisbetweenthetwopoints.IftheCompany’sperformanceisbelowmedian,noneofthat50%oftheawardwillvest.Thecomparatorgroup of companies is as disclosed on page 32 of this Annual Report.

Performance criteria in respect of awards granted since 4 February 2015

• Amaximumof50%ofanawardwillvestiftheGroup’sadjustedEPSfortheyearended30September2017(thelastfinancialyearoftheperformanceperiod)is1.4p,12.5%willvestiftheGroup’sEPSis1.0p,andvestingwillbeonaproratastraight-linebasisbetweenthetwo.IftheGroup’sadjustedEPSisbelow1.0p,noneofthat50%oftheawardwillvest.

• Theremaining50%oftheawardwillvestiftheCompany’sTSRperformance,comparedtotheconstituentsoftheFTSESmallCapIndex(excludinginvestmenttrusts)onthedateofgrant,placesitinthetopquintileasagainstthecomparatorcompanies.IftheCompany’sTSRperformanceismedian,12.5%oftheawardwillvest,andvestingwillbeonaproratastraight-linebasisbetweenthetwopoints.IftheCompany’sperformanceisbelow median, none of that 50% of the award will vest.

Grants were made under the PSP in December 2013, July 2014, February 2015, May 2015 and August 2015.

Deferred Annual Bonus Scheme (DABS)The DABS is a share-based incentive scheme open to senior management across the Group. The maximum value of any shares granted under the DABStoanyoneparticipantwillbeanadditionalamountwhichisequaltoafixedpercentageofthateligibleparticipant’sannualcashbonusactuallyreceivedorpayableforthepreviousfinancialyear.Thenumberofsharesoverwhichanawardistobegrantedtoeachparticipantwillbecalculatedby reference to the market value of an Ordinary share in the Company on the date of the award. The shares awarded under the DABS will be issued or transferred to the participant three years after the date of the award, subject only to the employee remaining in the employment of the Group throughout the three-year period.

A grant was made under the DABS in December 2013.

Share Incentive Plan (SIP)InApril2015theGroupadoptedaSIPwhichisopentoallUKemployeesincludingtheexecutiveDirectors.Theschemeisataxefficientincentiveplanpursuanttowhichemployeesareeligibletoacquireupto£150(or10%ofsalary,ifless)worthofOrdinarysharesintheCompanypermonthor £1,800 per annum. Under the SIP employees are invited to subscribe for Partnership shares via salary deductions. If an employee agrees to buy Partnership shares the Company currently matches the number of Partnership shares bought with an award of Matching shares on the basis of one Matching share for every four Partnership shares. Matching share awards to date have been met by the issue of Ordinary shares to Yorkshire Building Society as Trustee of the SIP.



27. Other reserves

Treasury reserveThe treasury reserve represents the cost of shares in Future plc purchased in the market and held by the EBT to satisfy awards made by the trustees.

Group 2015

£m

Group 2014

£m

At beginning and end of year (0.3) (0.3)

The 1,426,848 (2014: 1,426,848) shares held by the EBT represent 0.4% (2014: 0.4%) of the Company’s issued share capital. The treasury reserve is non-distributable.

Cash flow hedge reserveThecashflowhedgereserverepresentsthenetgainsorlossesoneffectivecashflowhedginginstruments.

Group 2015

£m

Company2015

£m

Group 2014

£m

Company2014

£m

At 1 October - - 0.2 -Net fair value losses - - (0.2) -At 30 September - - - -

During the prior year the Group hedged its exposure to transactional foreign currency risk through forward foreign exchange contracts to sell US Dollars and Australian Dollars. These contracts had monthly maturity dates and ended in August 2014.

Afairvaluelossfortheprioryearof£0.2monforwardforeignexchangecontractswasrecogniseddirectlyinequityashedgeaccountingwasappliedto these contracts.

Merger reserveThe merger reserve of £109.0m (2014: £109.0m) arose following the 1999 Group reorganisation and is non-distributable.

28. Pensions

TheGroupoperatesadefinedcontributionschemeforemployeesresidentintheUnitedKingdom.

IntheUS,theGroupoperatesasection401(K)profitsharingdefinedcontributionplaninrespectofpensions,whichcoverssubstantiallyallFutureUSemployees. The section 401(K) plan allows employees to invest in 29 funds run by T. Rowe Price, but the employees, not the employer, have complete control over which funds they invest in, although they have no control over the stocks owned by the funds.

During the year, £0.8m (2014: £1.3m) contributions were made to these plans and at 30 September 2015 the outstanding balance due to be paid over to the plans was £0.1m (2014: £0.1m).

29. Commitments and contingent liabilities

(a) Operating lease commitmentsAt 30 September 2015, the Group had the following total future lease payments under non-cancellable operating leases:

Land and buildings

£mOther

£m

Total2015

£m

Land and buildings

£mOther

£m

Total2014

£m

Within one year 2.5 0.1 2.6 3.5 0.1 3.6Betweenoneandfiveyears 5.8 - 5.8 6.6 0.1 6.7Afterfiveyears 5.8 - 5.8 6.9 - 6.9Total 14.1 0.1 14.2 17.0 0.2 17.2

Future minimum sub-lease receipts expected under non-cancellable subleases at 30 September 2015 total £1.5m (2014: £2.4m).

During the year, £1.9m (2014: £3.4m) was recognised in the income statement in respect of operating lease rental payments and £0.2m (2014: £1.5m) was recognised in respect of sub-lease receipts.

TheGroupleasesvariousofficesundernon-cancellableoperatingleaseagreements.Theleaseshavevariousterms,escalationclausesandrenewalrights.TheGroupalsoleasesotherequipmentundernon-cancellableoperatingleaseagreements.

(b) Contingent liabilitiesThere are no contingent liabilities expected to result in a material loss for the Group.

(c) Capital commitmentsThere were no material capital commitments as at 30 September 2015 (2014: £nil).


79 Future plc

30. Related party transactions

TheGrouphadnomaterialtransactionswithrelatedpartiesin2015or2014whichmightreasonablybeexpectedtoinfluencedecisionsmadebyusersofthesefinancialstatements.

During the year, the Company had management charges payable of £0.2m (2014: £0.2m receivable) to subsidiary undertakings. The outstanding balance owed at 30 September 2015 was £0.2m (2014: £0.2m receivable).

31. Subsidiary undertakings

DetailsoftheCompany’ssubsidiariesat30September2015aresetoutbelow.Allsubsidiariesareincludedintheconsolidation.Sharesofthosecompanies marked with an * are indirectly owned by Future plc through an intermediate holding company.

Company nameCountry of

incorporationNature of business Holding % Class of shares

A&S Publishing Company Limited* England and Wales Non-trading 100 £1 Ordinary shares

Beach Magazines and Publishing Limited*

England and Wales Non-trading 100 £1 Ordinary shares

Future Holdings (2002) Limited England and Wales Holding company

100 £1 Ordinary shares

Future IP Limited England and Wales Intellectual property


Future Network Limited* England and Wales Non-trading 100 £1 Ordinary sharesFuture Publishing Limited* England and Wales Publishing 100 £1 Ordinary sharesFuture Publishing (Overseas) Limited* England and Wales Publishing 100 £1 Ordinary shares

Future Publishing Holdings Limited England and Wales Holding company

87.5 1 pence Ordinary shares

Future US, Inc* USA (State of California) Publishing 100 Not applicableFuture Verlag GmbH* Germany Non-trading 87.5 €1 Ordinary shares

FutureFolio Limited* England and Wales Digital publishing solutions


FXM International Limited England and Wales Non-trading 100 £1 Ordinary shares

Rho Holdings Limited Guernsey Investment company


Sarracenia Limited England and Wales Dormant 100 £1 Ordinary shares

32. Post balance sheet event

On 27 November 2015 the Group announced it had raised £3.3m by way of a placing of Ordinary shares in Future plc.



Notice of Annual General Meeting

Notice of Annual General

Meeting

Ordinary Business

Ordinary resolutions

1. Toreceiveandadopttheauditedfinancialstatements of the Company for the financialyearended30September2015and the reports of the Directors and the auditors (the “Annual Report”).

2. ToapprovetheDirectors’remunerationimplementation report as set out in pages 30 to 35 of the Annual Report of the Companyforthefinancialyearended 30 September 2015.

3. To elect as a Director Penny Ladkin-Brand.

4. To re-elect as a Director Peter Allen.

5. To re-elect as a Director Zillah Byng-Thorne.

6. To re-elect as a Director Manjit Wolstenholme.

7. To re-elect as a Director Hugo Drayton.

8. To reappoint PricewaterhouseCoopers LLP, Chartered Accountants and Registered Auditors, as auditors of the Companytoholdofficeuntiltheconclusionof the next General Meeting at which accounts are laid before the Company.

9. To authorise the Directors to determine the remuneration of the auditors of the Company.

10. That, in substitution for any existing authority, the Directors be and are hereby generally and unconditionally authorised in accordance with section 551 oftheCompaniesAct2006(the‘Act’)toexercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company:

10.1 in connection with an offer by way of a rightsissue(comprisingequitysecuritiesasdefinedbysection560oftheAct),uptoanaggregate nominal amount of £2,452,500 (such amount to be reduced by the nominal amount of any relevant securities allotted under paragraph 10.2 below):

(a) to holders of Ordinary shares in the capital of the Company in proportion (as nearly as may be practicable) to their respective holdings of Ordinary shares in the capital of the Company; and

(b) toholdersofanyotherequitysecuritiesasrequiredbytherightsofthosesecuritiesor as the Directors otherwise consider necessary, but subject to such exclusions or other arrangements as the Board may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical problems in or under the laws of any territory, or the requirementsofanyregulatorybodyorstock exchange; and

10.2 in any other case, up to an aggregate nominal amount of £1,226,250 (such amount to be reduced by the nominal

ThisNoticeofMeetingisimportantandrequiresyourimmediateattention.

If you are in any doubt as to what action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other independent adviser authorised under the Financial Services and Markets Act 2000.

If you have sold or otherwise transferred all your shares in Future plc, please forward this notice, together with the accompanying documents, as soon as possible either to the purchaser or transferee, or to the person who arranged the sale or transfer so that they can pass these documents to the purchaser or transferee.


Notice is hereby given that the seventeenth Annual General Meeting of Future plc will be held onWednesday3February2016atFuture’sLondonoffice,1-10PraedMews,LondonW21QYat 10:30am at which the following resolutions numbered 1 to 11 will be proposed as ordinary resolutions, and resolutions numbered 12 and 13 will be proposed as special resolutions.

81 Future plc


amountofanyequitysecuritiesallottedunder paragraph 10.1 above in excess of £1,226,250), at any time or times during the period beginning on the date of the passing of this resolution and ending following the conclusion of the Company’snextAnnualGeneralMeetingor, if earlier, on 31 March 2017 (unless previously revoked or varied by the Company in General Meeting) save that the Company may before expiry of this authority make an offer or agreement whichwouldormightrequirerelevantsecurities to be allotted after its expiry and the Directors may allot relevant securities pursuant to such an offer or agreement as if the authority hereby conferred had not expired.

11. That,followingthebroaderdefinitionsintroduced by sections 363 to 365 of the Act of the terms used in (i), (ii) and (iii) below (which for the purposes of this resolution have the meanings given by the Act), the Company and its subsidiaries at any time during the period for which the resolution is effective be authorised together to:

(i) make political donations to political partiesand/orindependentelectioncandidates not exceeding £50,000 in total;

(ii) make political donations to political organisations other than political parties not exceeding £50,000 in total; and

(iii) incur political expenditure not exceeding

£50,000 in total, during the period beginning with the date of the passing of this resolution and ending following theconclusionoftheCompany’snextAnnual General Meeting or, if earlier, on 31 March 2017.

Special resolutions

12. That, subject to the passing of resolution 10, the Directors be and are hereby authorised pursuant to Article 3.2 and section570oftheActtoallotequitysecurities (within the meaning of section 560 of the Act) for cash pursuant to the authority conferred upon it for the purposes of section 551 of the Act by resolution 10 provided that such authority shall be limited to:

(a) theallotmentofequitysecuritiesinconnection with an offer by way of a rights issue, open offer or pre-emptive offer to holders of Ordinary shares on the register of members of the Company on adatefixedbytheDirectorswheretheequitysecuritiestobeallottedtoexistingshareholders shall be in proportion (as nearly as may be) to their respective holdings and, if the rights attaching to anyotherequitysecuritiessoprovide, infavouroftheholdersofthoseequitysecurities in accordance with such rights, but subject to such exclusions or other arrangements as the Directors consider necessary or expedient in connection with Ordinary shares representing fractional entitlements or on account of either legal or practical problems arising in connection with the laws of any territory,oroftherequirementsofanygenerally recognised regulatory body or stock exchange in any territory; and

(b) the allotment (otherwise than pursuant to

sub-paragraph(a)above)ofequitysecurities up to an aggregate nominal amount of £367,880 (representing just under 10% of the issued share capital of the Company as at 15 December 2015) and such authority shall expire at the conclusionoftheCompany’snextAnnualGeneral Meeting or, if earlier, on 31 March 2017 (save that the Company may before the expiry of such authority make an offer or agreement which would or mightrequireequitysecuritiestobeallotted after its expiry and the Directors mayallotequitysecuritiespursuanttosuch an offer or agreement as if the power hereby conferred had not expired).

13. That a general meeting, other than an Annual General Meeting, may be called onnotlessthan14cleardays’notice.

On behalf of the Board

Penny Ladkin-BrandChiefFinancialOfficerand Company Secretary15 December 2015



Notes

Further information about the AGM

1. Information regarding the meeting, includingtheinformationrequiredbysection 311A of the Act, is available from: www.futureplc.com/investors.

Attendance at the AGM

2. If you wish to attend the meeting in person, please bring the attendance card attached to your form of proxy and arrive atFuture’sLondonoffice,1-10PraedMews,LondonW21QY,insufficienttime for registration. Appointment of a proxy does not preclude a member from attending the meeting and voting in person. If a member has appointed a proxy and attends the meeting in person, the proxy appointment will automatically be terminated.

Appointment of proxies

3. Any member entitled to attend and vote at the meeting may appoint one or more proxies to attend, speak and vote in their place. A member may appoint more than one proxy provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. If you appoint multiple proxies for a number of shares in excess of your holding, the proxy appointments may be treated as invalid. A proxy need not be a member of the Company. A proxy card is enclosed. To be effective, proxy cards should be completed in accordance with these notes and the notes to the proxy form, signed and returned so as to be receivedbytheCompany’sRegistrars:

Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY

not later than 10:30am on Monday 1 February 2016 being two business days before the time appointed for the holding of the meeting. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.

Electronic appointment of proxies

4. As an alternative to completing the printed proxy form, you may appoint a proxy electronically by visiting the following website:www.investorcentre.co.uk/eproxy.

You will be asked to enter the Control

Number, the Shareholder Reference Number (SRN) and PIN as printed on your proxy form and to agree to certain terms and conditions. To be effective, electronic appointments must have beenreceivedbytheCompany’sRegistrars not later than 10:30am on Monday 1 February 2016.

Number of shares in issue

5. As at the close of business on 15 December 2015 (being the last business day prior to the publication of this notice) the Company’sissuedsharecapitalconsistedof 367,887,141 Ordinary shares of one penny each. Each Ordinary share carries one vote. There are no shares held in treasury. The total number of voting rights in the Company is therefore 367,887,141.

Documents available for inspection

6. Printed copies of the service contracts of theCompany’sDirectorsandthelettersof appointment for the non-executive Directors will be available for inspection during usual business hours on any weekday (Saturdays, Sundays and public holidaysexcluded)attheCompany’sLondonofficeat

1-10 Praed Mews, London, W2 1QY

andattheCompany’sregisteredofficeat Quay House, The Ambury, Bath, BA1 1UA

including on the day of the meeting from 10:15am until its completion.

Eligible shareholders

7. The Company, pursuant to Regulation 41ofTheUncertificatedSecuritiesRegulations2001,specifiesthatonlythosemembers on the register of the Company as at 6pm on Monday 1 February 2016 or, if this meeting is adjourned, in the register of members 48 hours before the time of any adjourned meeting, shall be entitled to attend and vote at the meeting in respect of the number of shares registered in their name at that time. Changes to entries on the Register after 6pm on Monday 1 February 2016 or, if this meeting is adjourned, in the register of members 48 hours before the time of any adjourned meeting, shall be disregarded in determining the rights of any person to attend or vote at the meeting.

Indirect investors

8. Any person to whom this notice is sent who is a person that has been nominated under section 146 of the Act to enjoy informationrights(a‘NominatedPerson’)does not have a right to appoint a proxy. However, a Nominated Person may, under an agreement with the registered shareholder by whom they werenominated(a‘RelevantMember’),have a right to be appointed (or to have someone else appointed) as a proxy for the meeting. Alternatively, if a Nominated Person does not have such a right, or does not wish to exercise it, they may have a right under any such agreement to give instructions to the Relevant Member as to the exercise of voting rights. ANominatedPerson’smainpointofcontact in terms of their investment in the Company remains the Relevant Member (or,perhaps,theNominatedPerson’scustodian or broker) and the Nominated Person should continue to contact them (and not the Company) regarding anychangesorqueriesrelatingtotheNominatedPerson’spersonaldetailsandtheir interest in the Company (including any administrative matters). The only exception to this is where the Company expresslyrequestsaresponsefromtheNominated Person.


83 Future plc

Appointment of proxies through CREST

9. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the meeting and any adjournment(s) thereof by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

In order for a proxy appointment or

instruction made using the CREST service to be valid, the appropriate CREST message(a‘CRESTProxyInstruction’)must be properly authenticated in accordance with Euroclear UK & Ireland Limited’sspecificationsandmustcontaintheinformationrequiredforsuchinstructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted soastobereceivedbytheissuer’sagent(ID 3RA50) by 10:30am on Monday 1 February 2016 or, if the meeting is adjourned, not less than 48 hours before thetimefixedfortheadjournedmeeting.For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from whichtheissuer’sagentisabletoretrievethemessagebyenquirytoCRESTinthemanner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply

in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a)oftheUncertificatedSecuritiesRegulations 2001.

Amending a proxy

10. To change a proxy instruction, a member needs to submit a new proxy appointment using the methods set out above. Note that the deadlines for receipt of proxy appointments (see above) also apply in relation to amended instructions; any amended proxy appointment received after the relevant deadline will be disregarded. Where a member has appointed a proxy using the paper proxy form and would like to change the instructions using another such form, that member should contact the Registrars on +44 (0)870 707 1443.

If more than one valid proxy appointment

is submitted, the appointment received last before the deadline for the receipt of proxies will take precedence.

Revoking a proxy

11. In order to revoke a proxy instruction, a signedletterclearlystatingamember’sintention to revoke a proxy appointment must be sent by post or by hand to the Company’sRegistrars:

Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY. Note that the deadlines for receipt of proxy appointments (see above) also apply in relation to revocations; any revocation received after the relevant deadline will be disregarded.

Corporate members

12. In the case of a member which is a company, any proxy form, amendment or revocation must be executed under its common seal or signed on its behalf by anofficerofthecompanyoranattorneyfor the company. Any power of attorney or any other authority under which the documents are signed (or a duly certifiedcopyofsuchpowerofauthority)must be included. A corporate member can appoint one or more corporate representatives who may exercise, on its behalf, all its powers as a member provided that no more than one corporate representative exercises powers over the same share. Members considering the appointment of a corporate representative should check their own legalposition,theCompany’sarticlesofassociation and the relevant provision of the Companies Act 2006.

Joint holders

13. Where more than one of the joint holders purports to vote or appoint a proxy, only the vote or appointment submitted by the memberwhosenameappearsfirstontheregister will be accepted.

Questions at the AGM

14. Under section 319A of the Act, the Companymustansweranyquestionyouask relating to the business being dealt with at the meeting unless:

(a) answeringthequestionwouldinterfereunduly with the preparation for the meeting orinvolvethedisclosureofconfidentialinformation;



(b) the answer has already been given on a website in the form of an answer to a question;or

(c) it is undesirable in the interests of the Company or the good order of the meeting thatthequestionbeanswered.

Members’ right to require circulation of a resolution to be proposed at the AGM

15. Under section 338 of the Act, a member or membersmeetingthequalificationcriteriaset out at note 18 below, may, subject to conditionssetoutatnote19,requiretheCompany to give to members notice of a resolution which may properly be moved and is intended to be moved at that meeting.

Members’ right to have a matter of business dealt with at the AGM

16. Under section 338A of the Act, a member ormembersmeetingthequalificationcriteria set out at note 18 below, may, subject to the conditions set out at note 19,requiretheCompanytoincludeinthebusiness to be dealt with at the AGM a matter (other than a proposed resolution) which may properly be included in the business (a matter of business).

Website publication of any audit concerns

17. Pursuant to Chapter 5 of Part 16 of the Act,whererequestedbyamemberormembersmeetingthequalificationcriteriaset out at note 18 below, the Company must publish on its website a statement setting out any matter that such members propose to raise at the AGM relating to the auditoftheCompany’saccounts(includingtheauditors’reportandtheconductoftheaudit) that are to be laid before the AGM.

WheretheCompanyisrequiredtopublish

such a statement on its website:

(a) itmaynotrequirethemembersmakingtherequesttopayanyexpensesincurredbytheCompanyincomplyingwiththerequest;

(b) it must forward the statement to the Company’sauditorsnolaterthanthetimethe statement is made available on the Company’swebsite;and

(c) the statement may be dealt with as part of the business of the AGM.

Therequest:

(d) may be in hard copy form or in electronic form and must be authenticated by the person or persons making it (see note 19(d) and (e) below);

(e) should either set out the statement in full or, if supporting a statement sent by another member, clearly identify the statement which is being supported; and

(f) must be received by the Company at least one week before the AGM.

Members’ qualification criteria

18.Inordertobeabletoexercisethemembers’rights set out in notes 15 to 17 above the relevantrequestmustbemadeby:

(a) a member or members having a right to vote at the AGM and holding at least 5% of total voting rights of the Company; or

(b) at least 100 members having a right to vote at the AGM and holding, on average, at least £100 of paid up share capital.

Conditions

19. The conditions are that:

(a) any resolution must not, if passed, be ineffective (whether by reason of inconsistency with any enactment or the Company’sconstitutionorotherwise);

(b) the resolution or matter of business must not be defamatory of any person, frivolous or vexatious;

(c) therequest:(i) may be in hard copy form or in

electronic form;

(ii) must identify the resolution or the matter of business of which notice is to be given by either setting it out in full or, if supportingaresolution/matterofbusinesssent by another member, clearly identifying theresolution/matterofbusinesswhichisbeing supported;

(iii) in the case of a resolution, must be accompanied by a statement setting out thegroundsfortherequest;

(iv) must be authenticated by the person or persons making it; and

(v) must be received by the Company not later than six weeks before the date of the AGM;

(d) inthecaseofarequestmadeinhardcopyform,suchrequestmustbe:

(i) signed by you and state your full name and address; and

(ii) sent either: by post to

Company Secretary, Future plc, Quay House, The Ambury, Bath BA1 1UA;

or by fax to +44(0)1225 732266

marked for the attention of the Company Secretary; and

(e) inthecaseofarequestmadeinelectronic

form,suchrequestmust:

(i) state your full name and address; and

(ii) be sent to [email protected].

Pleasestate‘AGM’inthesubjectlineofthe email. You may not use this electronic address to communicate with the Company for any other purpose.

Investor information

85 Future plc

Investor information

Registrar and transfer office

TheCompany’sshareregisterismaintainedby:

Computershare Investor Services PLCThe PavilionsBridgwater RoadBristol BS13 8AETel: +44 (0)870 707 1443

Shareholders should contact the Registrar, Computershare, in connection with changes ofaddress,lostsharecertificates,transfersofsharesandbankmandateformstoenableautomated payment of dividends.

Online information – www.investorcentre.co.uk

Our Registrar, Computershare, has a service to provide shareholders with online internet access to details of their shareholdings. The service is free, secure and easy to use. To register for the service, go to www.investorcentre.co.uk.

Unsolicited mail

The share register is by law a public document. To limit the receipt of mail from other organisations, please register with the Mailing Preference Service, by visiting www.mpsonline.org.uk/mpsr/.

Warning to shareholders – ‘boiler room’ scams

In recent years, many companies have become aware that their shareholders have received unsolicited phone calls or correspondence concerning investment matters. These are typically fromoverseas-based‘brokers’whotargetUKshareholders,offeringtosellthemwhatoftenturnout to be worthless or high-risk shares in US or UK investments. These operations are commonly knownas‘boilerrooms’.These‘brokers’canbeverypersistentandextremelypersuasive.

It is not just the novice investor that has been duped in this way; many of the victims had been successfully investing for several years. Shareholders are advised to be very wary of any unsolicited advice, offers to buy shares at a discount or offers of free company reports. If you receive any unsolicited investment advice:

• Makesureyougetthecorrectnameofthepersonandorganisation

• CheckthattheyareproperlyauthorisedbytheFCAbeforegettinginvolvedbyvisiting www.fca.org.uk/register

• ReportthemattertotheFCAeitherbycalling0800 111 6768 or by completing the fraud reporting form on the FCA website at: www.fca.org.uk/consumers/scams/investment-scams/share-fraud-and-boiler-room-scams/reporting-form

• Ifthecallspersist,hangup.

Ifyoudealwithanunauthorisedfirm,youwillnotbeeligibletoreceivepaymentundertheFinancial Services Compensation Scheme.

Details of any share dealing facilities that the Company endorses will be included in company mailings.

More detailed information on this or similar activity can be found at www.moneyadviceservice.org.uk.

For enquiries of a general nature regarding the Company and for investor relations enquiries please contact Penny Ladkin-Brand at the Company’s Registered Office, or visit www.futureplc.com and select the investor relations section.

Registered office

Future plcQuay HouseThe AmburyBath BA1 1UA

Tel +44 (0)1225 442244

www.futureplc.com/investors

i



Directors and advisers

Directors



Penny Ladkin-BrandChiefFinancialOfficerand Company Secretary

Manjit WolstenholmeSenior independent non-executive Director

Hugo DraytonIndependent non-executive Director

Mark WoodNon-executive Director

Offices

Registered officeFuture plcQuay HouseThe AmburyBath BA1 1UATel +44 (0)1225 442244

London Office1-10 Praed MewsLondon W2 1QYTel +44 (0)20 7042 4000

www.futureplc.com

Company registration number 3757874Registered in England and Wales

Advisers

Independent auditorsPricewaterhouseCoopers LLPChartered accountants and statutory auditors2 Glass WharfBristol BS2 0FR

BrokerNumis Securities Ltd10PaternosterSquareLondon EC4M 7LT

Principal bankersSantander UK PLC2TritonSquareRegent’sPlaceLondonNW1 3AN

SolicitorsOsborne Clarke LLP2 Temple Back EastTemple QuayBristolBS1 6EG

Registrar Computershare Investor Services PLCThe PavilionsBridgwater RoadBristol BS13 8AE

Financial calendar

Announcement of annual results 27 November 2015

Annual General Meeting3 February 2016

Half-year end31 March 2016

Announcement of interim resultsMay 2016

Financial year-end30 September 2016

Future plc and Future Publishing LtdRegistered officeQuay HouseThe AmburyBath BA1 1UA

Tel +44 (0)1225 442244

Future US, Inc.1 Lombard StreetSuite 200San FranciscoCA 94111USA

Tel +1 650 238 2400

www.futureplc.com

London office1-10 Praed MewsLondon W2 1QY

Tel +44 (0)20 7042 4000

Future Publishing (Overseas) LtdSuite 3, Level 10100 Walker StreetNorth SydneyNSW 2060Australia

Tel +61 2 9955 2677

Contacts