Final Results
Tate & Lyle PLC
2 June 2005 - Tate & Lyle PLC
PRELIMINARY ANNOUNCEMENT OF RESULTS
For the year ended 31 March 2005
PRELIMINARY RESULTS TO 31 MARCH (Audited) 2005 2004
------------------------------------------------------------------------------------------------------------------------
Total sales £3,342m
£3,167m
Profit before tax, exceptional items and amortisation (1) £255m
£227m
Profit before taxation £197m
£224m
Free cash flow (2) £103m
£62m
Diluted earnings per share before exceptional items
and amortisation 38.0p 33.9p
Diluted earnings per share 29.4p 32.6p
Dividend per share 19.4p 18.8p
------------------------------------------------------------------------------------------------------------------------
(1) Before exceptional charges of £45 million (2004 - credits of £5 million) and
amortisation of £13 million (2004 - £8 million).
(2) Pre-exceptional operating cash flow after interest, taxation and capital
expenditure.
-- Strong full year performance from SPLENDA(R) Sucralose and increased profits
from our other value added ingredient products
-- Value added contribution increased from 39% to 49% of profit before
interest, exceptional items and amortisation
-- Profit before tax, exceptional items and amortisation up 12% and at constant
exchange rates up 18%
-- Free cash flow up 66% at £103 million with interest cover of 11.3 times
-- Diluted earnings per share before exceptional items and amortisation up 12%
-- Proposed total dividend per share increased by 3.2% to 19.4p
'Tate & Lyle reports a strong financial performance in the year to 31 March 2005
led by growth in SPLENDA(R) Sucralose and other value added ingredients. Strong
cash generation further improved our financial position and supports our
investment in future growth.
In the year to 31 March 2006 we expect further progress although our results
will reflect increased start-up costs relating to our new value added
facilities.
Looking further ahead, the pressures for reform of the EU sugar regime have
intensified with the recent WTO dispute panel appeal having ruled against the
EU. Reform will adversely affect the future performance of our European Sugar
and Food & Industrial Ingredients businesses, although we cannot quantify the
consequences at this stage. The European Commission has indicated that formal
proposals for reform will be tabled on 22 June 2005. It is our intention to
publish our quantification of the range of potential impacts upon our businesses
after the EU Commission proposals are formally published.
Across the business we have a number of expansion projects under way to
stimulate longer term growth in our value added segment. We have announced
capital projects to more than triple the sucralose production capacity acquired
under the realignment of the SPLENDA(R) Sucralose activities and our new joint
venture plant with DuPont to produce Bio-3G(TM) from renewable resources should
begin to come on stream in our financial year ending 31 March 2007. All of these
projects are progressing satisfactorily.
The growth in value added products, especially the strong performance of
SPLENDA(R) Sucralose, and the improvement in the quality of our earnings
together with our increased strategic focus enable us to view the future with
confidence.'
Sir David Lees
Chairman
Copies of the Annual Report for the year ended 31 March 2005 will be available
to shareholders shortly, and will be obtainable from The Company Secretary, Tate
& Lyle PLC, Sugar Quay, Lower Thames Street, London EC3R 6DQ. SPLENDA(R) is a
trademark of McNeil Nutritionals, LLC.
Chairman's Statement
Results
Tate & Lyle has had a good year marked by our re-entry into the FTSE100 index
after a seven year absence. Both sales and profit before tax and exceptional
items increased, driven mainly by the successful realignment of our SPLENDA(R)
Sucralose activities with McNeil Nutritionals effective from April 2004.
Total sales increased to £3,342 million (2004 - £3,167 million) and profit
before tax, exceptional items and amortisation was £255 million, a 12%
improvement on the prior year (2004 - £227 million), after a negative exchange
impact of £12 million.
Diluted earnings per share before exceptional items and amortisation for the
year to 31 March 2005 were up 12% at 38.0p (2004 - 33.9p), and after exceptional
items and amortisation were 29.4p (2004 - 32.6p). The return on net operating
assets improved, to 16.7%, exceeding the Group's initial target of 15%.
The net charge for exceptional items of £45 million includes the charge
previously reported of £55 million in respect of the settlement of the high
fructose corn syrup class action suit in the US. Profit before tax after
exceptional items and amortisation was £197 million (2004 - £224 million).
After investment and capital expenditure (including significant expenditure on
sucralose), net debt increased by £63 million to £451 million. Free cash flow
was £103 million (2004 - £62 million) and interest cover improved further to
11.3 times (2004 - 9.3 times).
Dividend
In line with its progressive dividend policy, the Board proposes an increase of
0.6p (3.2%) in the total dividend for the year to 19.4p. This is covered 2.0
times by earnings before exceptional items and amortisation. The proposed final
dividend of 13.7p will be due and payable on 3 August 2005 to all shareholders
on the register at 8 July 2005.
Directors
The composition of the Board continues to evolve with four non-executive
directors retiring during the year. Keith Hopkins and Mary Jo Jacobi retired on
29 July 2004 following nine and five years service respectively. Larry Pillard
retired on 31 December 2004 after eleven years service, nine of which he served
as an executive director and two as a non-executive director. David Fish stepped
down from the Board on 30 September 2004 due to pressure of other commitments.
The Board thanks each of them for their contribution to the development of the
Company.
Allen Yurko will be retiring as a non-executive director at the forthcoming
Annual General Meeting on 28 July 2005 having served on the Board for nine
years. The Board thanks him for his work as Chairman of the Remuneration
Committee since 2001 and for his wise counsel and commitment to the Company.
Kai Nargolwala, a Group Executive Director of Standard Chartered PLC, was
appointed as a non-executive director from 1 December 2004. His considerable
financial and commercial experience, and particularly his knowledge of the Asia
Pacific region, will be of great benefit to the Board.
Dr. Barry Zoumas was appointed as a non-executive director from 1 May 2005. He
is currently the Alan R. Warehime Professor of Agribusiness and Professor of
Food Science and Nutrition at The Pennsylvania State University, USA, having
worked for most of his career for the Hershey Foods Corporation. His background
as both a scientist and businessman adds diversity and strength to the Board.
Corporate Social Responsibility
We remain committed to a policy of continuous improvement in applying sound
safety, environmental and social standards in our dealings with all of our
stakeholders. This commitment is upheld by striving for continuous progress in
achieving the highest standards of safety, considering the environmental impact
of every aspect of what we do, and treating our employees, suppliers and the
communities in which we work as long-term partners.
The Annual Report will set out our policies and performance. It is pleasing to
report further improvement in the Group Safety Index, this year by 19.9%, to
another record low. The Group continues to be a constituent of the FTSE4Good,
the UK corporate social responsibility index.
In March 2005, the Group was awarded a Food and Drink Federation Community
Partnership Award in the Education Category (large company) for the 'Ideas
Factory', an outstanding educational project for children. Ideas Factory,
developed in conjunction with Tate Britain, is an innovative literacy project
for primary school children that develops language, reading and writing skills
by using works of art as sources of inspiration.
Tate & Lyle was also one of the first companies to pledge support to help
victims of the Asian tsunami disaster. Our pledge was a corporate donation of
£75,000 and a commitment to match the amount raised by employees at least
one-to-one. The generosity of our employees has resulted in a final combined
donation of £200,000, which has been disbursed equally across the four affected
countries of India, Sri Lanka, Indonesia and Thailand.
A particularly good example of our long-term partnership with stakeholders is
that with suppliers of raw sugar for our European Union (EU) refining business.
Tate & Lyle plays a key role as the conduit for the EU's policy of providing
advantageous prices to the sugar industries in African, Caribbean and Pacific
(ACP) countries as well as from suppliers in Least Developed and other
Developing Countries, giving them a bridge for 1.25 million tonnes of sugar each
year into European markets. This will be considered in more detail in the
Corporate Social Responsibility section of the Annual Report.
Corporate Governance
During the year the Board carried out a review of its effectiveness and that of
its Committees led by myself. The 2005 evaluation was the second stage of a two
year process agreed by the Board in 2004. The conclusions of both the 2004 and
2005 evaluations were that the Board and its Committees were operating
effectively. Recommendations such as the introduction of a full day strategy
review and some changes to the balance of strategic and operational information
provided to the Board have been implemented.
With effect from 1 April 2005, the Group will prepare its accounts using
International Financial Reporting Standards (IFRS). In order to clearly
communicate the anticipated impacts of transition from UK generally accepted
accounting principles, we are publishing, as an Appendix to this announcement,
unaudited restatements of the Group's 2005 primary statements under IFRS.
Strategy
We have made good strategic progress and this is ongoing. We have united our
businesses under the Tate & Lyle name and have maintained our focus as a high
quality low cost producer, winning customer and industry awards.
We have increased the focus on the value added component of our business which
has grown both in absolute profit terms and as a proportion of the Group total.
This has been achieved firstly, through a good performance from our global food
ingredients sales force, secondly through innovation in marketing where we have
changed what we take to market and how we go to market, and thirdly through the
successful acquisition and integration of sucralose manufacturing and ingredient
sales as part of the realignment of the SPLENDA(R) Sucralose business in April
2004.
Outlook
Tate & Lyle reports a strong financial performance in the year to 31 March 2005
led by growth in SPLENDA(R) Sucralose and other value added ingredients. Strong
cash generation further improved our financial position and supports our
investment in future growth.
In the year to 31 March 2006 we expect further progress although our results
will reflect increased start-up costs relating to our new value added
facilities.
Looking further ahead, the pressures for reform of the EU sugar regime have
intensified with the recent WTO dispute panel appeal having ruled against the
EU. Reform will adversely affect the future performance of our European Sugar
and Food & Industrial Ingredients businesses, although we cannot quantify the
consequences at this stage. The European Commission has indicated that formal
proposals for reform will be tabled on 22 June 2005. It is our intention to
publish our quantification of the range of potential impacts upon our businesses
after the EU Commission proposals are formally published.
Across the business we have a number of expansion projects under way to
stimulate longer term growth in our value added segment. We have announced
capital projects to more than triple the sucralose production capacity acquired
under the realignment of the SPLENDA(R)Sucralose activities and our new joint
venture plant with DuPont to produce Bio-3G(TM) from renewable resources should
begin to come on stream in our financial year ending 31 March 2007. All of these
projects are progressing satisfactorily.
The growth in value added products, especially the strong performance of
SPLENDA(R) Sucralose, and the improvement in the quality of our earnings
together with our increased strategic focus enable us to view the future with
confidence.
Sir David Lees
Chairman
Chief Executive's Review
Overview
The Tate & Lyle Group has performed well during the 2005 financial year and has
achieved good profit growth. We have also made significant progress in
implementing our strategy and in progressing key investments to lay the
foundations for future growth. The SPLENDA(R) Sucralose business performed
strongly in its first full year under our management and we also increased the
contribution from our other value added ingredient products, offsetting the
effects of exchange rate translation, higher export licence costs at Sugars,
Europe and rising global energy costs.
These results reflect the quality and commitment of our people around the world
and I would like to thank them for their contribution to our business.
We have also made good progress in building a common Group identity and culture
- Tate & Lyle everywhere - through our Vision Into Action programme. This
involved the participation of around 6,000 people, at some 40 locations around
the world.
Changing lifestyles mean that consumers are challenging food manufacturers to
increase the pace of innovation and to reformulate and fortify their products.
We have set up a global marketing network and are working more closely than ever
with our customers to help them meet this challenge. Our objective is for Tate &
Lyle to become synonymous with creating innovative food ingredient platforms
that balance taste, health and nutrition. We have trademarked key marketing
propositions under our CORE range, Create(TM), Optimise(TM), Rebalance(TM) and
Enrich(TM). We are investing in consumer research and sensory testing to
validate our unique market propositions and are also refocusing our investment
in research and development, where we have recruited an additional 19 scientists
and technicians this year. Research and development expenditure increased by 12%
to £19 million in the year (2004 - £17 million).
We have also announced that we will be investing a further £25 million in
innovation over a five year period through Tate & Lyle Ventures, a new fund that
we are establishing to invest in new products and technologies that are closely
aligned with our strategy. This will complement our existing research and
development and partnering activities.
Group profit before tax, exceptional items and amortisation of £255 million was
a 12% improvement on the prior year (2004 - £227 million) and an 18% improvement
at constant exchange rates. Group profit before tax after exceptional items and
amortisation was £197 million (2004 - £224 million).
Net debt has risen from £388 million at 31 March 2004 to £451 million at 31
March 2005, mainly reflecting the investment in the realignment of the sucralose
business. The net debt to EBITDA (earnings before exceptional items and before
interest, tax, depreciation and amortisation) multiple has increased slightly
from 1.2 times to 1.3 times.
Group Targets
Tate & Lyle has made further progress against most of its targets in the year to
31 March 2005 and we have revised targets for future financial years where
appropriate.
-- We have increased the contribution of value added products as a percentage
of Group profit before interest, exceptional items and amortisation from 39%
to 49%. This measure has been restated for the March 2004 financial year,
mainly to reflect a change in the allocation of costs and products. The
March 2005 financial year includes start-up costs relating to the Bio-3G(TM)
and Aquasta(TM) astaxanthin projects. A key element of our strategy is to
grow the value added business and we aim to increase this contribution to
60% in the next few years.
-- The overall Group Return on Net Operating Assets (RONOA) improved further to
16.7% (2004 - 15.4% after restatement for adoption of UITF 38). Having
achieved our short term target of 15%, we now aim to reach our longer term
target of 20%. We expect the return in the year to March 2006 to be broadly
stable as we invest for future growth with earnings from new investments
being seen in later years.
-- Interest cover has again increased with cover at 11.3 times, underpinning
our investments in future growth and our progressive dividend policy. Our
minimum target is 5.0 times.
-- All businesses have a target on both economic and environmental grounds to
reduce energy consumption on a per unit basis by 3% per year. Overall, in
the 2004 calendar year, the shift in product mix towards more value added
products (which typically require greater processing and higher energy
usage) means that the Group narrowly failed to achieve the target, with an
actual energy reduction per unit of 2.4%. Adjusting for this change in
product-mix the reduction would have been 3.6%.
Performance of Main Businesses
SPLENDA(R) Sucralose performed strongly after the realignment of the business
(which was reported in last year's Annual Report) in April 2004. In the first
full year under our management, sales of £115 million and profit before interest
exceptional items and amortisation of £52 million compared to proforma results
for the year to December 2003 (the last full year of operation by McNeil
Nutritionals) of £70 million and £21 million respectively. Integration costs at
£3 million were lower than we had previously indicated.
We saw a number of exciting product launches by our SPLENDA(R)Sucralose
customers throughout the year and product innovation remains strong. Our current
production capacity is fully utilised and we have announced three investments in
new capacity to satisfy existing and projected demand. The first of the two
expansions to the sucralose facility in McIntosh, Alabama, USA is being
progressively brought on stream and will be completed in January 2006. The
second is on track to commence production in April 2006. The building of the new
Singapore facility will be completed by January 2007 by which time we will have
more than tripled the production capacity we acquired under the realignment.
Like any new facility, this will require some time to build up to full
production. These projects will incur start-up costs during our 2006 financial
year due to commissioning and the employment and training of staff.
Food & Industrial Ingredients, Americas incurred higher energy and other
manufacturing costs, and the weak dollar reduced earnings on translation. Food
ingredients and industrial starches improved due to higher volumes and increased
gross margins, increasing the contribution from value added products. Sweetener
volumes were slightly down, in line with the market, and overall sweetener gross
margins were lower. Net corn costs were slightly higher. Ethanol margins were
higher than in the previous year as a result of higher gasoline prices.
In the 2005 calendar year pricing round we succeeded in recovering the increase
in net corn costs and higher energy prices and expect to at least maintain
sweetener total net margins at 2004 calendar year levels.
The construction of the Bio-3G(TM) joint venture plant in Loudon, Tennessee, is
progressing satisfactorily. The Bio-3G(TM) project has been selected to receive
the 2005 DuPont Sustainable Growth Award. This is awarded by a committee
composed of representatives from DuPont and leading environmental organisations.
The nomination stated that the 'teams invented, developed, and demonstrated,
through pilot scale, a novel biological process for the production of
1,3-propanediol (Bio-3G(TM)), a key ingredient to DuPontâ„¢ Sorona(R) polymer, the
newest and most advanced polymer platform introduced by DuPont in over six
decades'. We are pleased to be partners in this business and to share in this
prestigious award.
At Food & Industrial Ingredients, Europe, overall profits in the business were
lower than the comparative year. The 2004 calendar year pricing round failed to
recover all of the cereal cost increase, which arose due to a drought in 2003.
During 2004, cereal prices reduced to more normal levels enabling margins to
increase. Sales volumes in both sweeteners and starches increased. In a
disappointing pricing round in the 2005 calendar year and despite the impact of
higher energy costs, the industry was unable to retain any of the net gain from
lower cereal prices. Total sweetener and starch net margins are, therefore,
expected to be lower in the 2005 calendar year.
Eaststarch, the joint venture operations in Central and Eastern Europe, also
suffered from raw material price increases due to the drought but achieved
better sales pricing on the accession of Slovakia and Hungary into the European
Union (EU). Overall, profits improved over the prior year.
Our EU cane sugar operations have delivered profits in line with the prior year
and generated strong cash flow. This was despite the impact of surplus sugar in
the EU leading to increased competition for export licences and driving up the
cost of these licences at auction. Traditionally export licences have been sold
by auction at under €12 per tonne. Recent auctions have seen this increase to
above €90 per tonne as a result of oversupply in the EU. This has reduced the
profitability of exports in the second half year by £4 million and is expected
to impact further in the year to March 2006. The current sugar regime does not
allow cane refiners to sell their product through intervention (unlike beet
processors). Our refineries typically export between 250,000 to 300,000 tonnes
per annum.
Legislative proposals on the reform of the EU sugar regime are expected on 22
June 2005. This issue is considered in greater detail later.
Our Canadian sugar refinery performed in line with the previous year.
The DuPont Oval Logo, DuPont(TM), Sorona(R) and The miracles of science(TM) are
trademarks or registered trademarks of E.I. du Pont Nemours and Company.
Performance of Other Businesses
Eastern Sugar, the joint venture European sugar beet business, returned to a
modest profit following the accession of the Czech Republic, Slovakia and
Hungary to the EU.
Whilst no resolution has been achieved in the North American Free Trade
Agreement dispute on access for high fructose corn syrup (HFCS) into Mexico and
the Mexican tax on drinks containing HFCS remains in place, certain of our
customers have been granted injunctions exempting them from this tax.
Consequently at Almex, the Mexican cereal sweeteners and starch business,
profits improved over the comparative period. Our sugar operation, Occidente,
reported lower profits as a result of higher cane prices.
Nghe An Tate & Lyle, our cane sugar factory in Vietnam, operated well with
better selling prices.
International sugar trading performed well on better margins.
Implementing our strategy for growth required increased expenditure in customer
management, marketing and innovation. This, together with higher personnel costs
and professional fees, has resulted in increased central costs.
European Sugar Regime
Looking forward, the reform of the EU sugar regime, due to take effect from 1
July 2006, is an important focus for the management team. The reform will
adversely affect our European businesses in the financial year ending 31 March
2007.
There are external and internal pressures for change. These include:-
-- the need to bring the structure of the sugar regime into line with the
reforms which have been made to most of the EU's other commodity regimes;
-- a challenge before the World Trade Organisation (WTO) to the legitimacy of
the EU's quota and non-quota 'C' sugar export programmes. In 2004 the WTO
Dispute Panel found against the EU and the EU recently learned that its
appeal against that decision has also been unsuccessful. The consequence of
this ruling is that pressure on the EU to limit production further in order
to prevent future exports of 'C' sugar has been significantly intensified;
-- changes necessary to ensure the EU can negotiate constructively in the WTO
Doha Development Round; and
-- the announcement by the EU Trade Commission in February 2001 that a list of
Least Developed Countries would be permitted duty free imports into the EU
of everything but arms (the EBA initiative). From July 2009 (i.e. within the
period of the next renewal) sugar from these countries will be granted
unlimited duty free access, disrupting the traditional balance of supply and
demand.
In July 2004 the European Commission published a White Paper on possible
mechanisms for sugar regime reform. The main thrust of the White Paper was aimed
at achieving a significant reduction in EU sugar prices, quota beet production
and exports. Since the publication of the White Paper, Member State Governments,
the sugar industry, its suppliers (beet farmers and cane producers), customers
and the European Institutions have been examining the Commission's ideas in
depth and have been making their views widely and strongly known and promoting
possible alternatives. Tate & Lyle has been participating fully in this process
to ensure that its interests and concerns, and those of its suppliers, are fully
and adequately understood.
The EU Commission is actively formulating definitive proposals for regime reform
along with an accompanying legal text and has indicated that these proposals
will take account of the recent adverse outcome of the EU's appeal to the WTO.
The Commission has indicated that these formal proposals will be tabled on 22
June 2005. They will then be the subject of negotiation and possible further
amendment in the Council of Ministers and will also be presented to the European
Parliament. The British Government assumes the EU Presidency on 1 July 2005 and,
along with the EU Commission, has committed to securing a 'political agreement'
in time for the next WTO ministerial negotiating session in Hong Kong in
December 2005.
As often occurs, there have been a number of rumours and apparent leaks of
discussion drafts of formal proposals that might be published by the EU
Commission on 22 June 2005. We continue to be encouraged by the support from the
UK Government and the continuing work being undertaken on cane refining by the
EU Commission, but we remain concerned whether there will be adequate protection
for the interests of isoglucose quota holders. It is not possible to comment in
detail on the likely consequences at this time as we do not have the definitive
proposals and in the light of the delicate state of negotiations and lobbying
that is taking place prior to the 22 June 2005 publication date. However, it is
our intention to publish our quantification of the range of potential impacts
upon our businesses after the EU Commission proposals are formally published.
The EU Commission has specifically assured Tate & Lyle that during policy
formulation 'it will have in mind during this process that the Community cane
refining industry can maintain its competitiveness under fair conditions'. We
believe the EU Commission will do everything it can to ensure that this is the
case. The policy of the British Government has consistently been that, in
seeking reform of the sugar regime, it would look for arrangements that provide
fair terms of competition between the beet and cane sectors. It should be
stressed that June will see the start of a process that the EU Commission
expects to run until at least the end of November.
Our principal areas for concern arising from sugar regime reform are that:-
-- reductions in sugar selling prices and raw material prices (beet and cane)
could result in a corresponding reduction in the beet processors' and cane
refiners' margins. It is essential that a competitive balance is maintained
between beet and cane producers;
-- at Food & Industrial Ingredients, Europe, isoglucose (produced from wheat
and corn, the prices for which are not linked to that of sugar) is typically
priced at a discount to sugar and so a reduction in the sugar price will
lead to a reduction in isoglucose selling prices. Isoglucose producers will
seek adequate compensation for the effect of such lower prices, for example
through increased quotas;
-- Food & Industrial Ingredients, Europe also supplies other products which
compete with sugar, where margins could be adversely affected by changes in
the regime; and
-- to ensure their global competitiveness, our Citric Acid operations in
Europe, which currently benefit from production refunds available to the EU
chemical and fermentation industry, will require continued access to the raw
materials they use in the form of sugar or dextrose at world market prices.
The pressures for reform of the sugar regime which lay behind the publication of
the White Paper have intensified with the recent WTO dispute panel appeal ruling
against the EU and this leads us to the view that the reform will adversely
affect the future performance of our European Sugar and Food & Industrial
Ingredients businesses, although we cannot quantify the nature and scale of the
financial and accounting consequences at this stage.
It should be noted that the interactions and inter-dependencies are very
complex, so it is possible that definitive information may not be available in
sufficient detail until after the negotiations, which start with the June
publication, are complete.
We have always maintained that our businesses have an important role to play in
the European sweeteners industry and, in an unregulated market, would be able to
compete effectively with other domestic producers and imports. This remains our
view, but we rely on the European Commission to ensure that proposals are
advanced which do not prejudice the ability of our operations to compete to
their full capability in that evolving market place.
The potential of the reform to impact on the total Group results is reduced by
the successful implementation of our strategy to grow the value added component
of our business, a consistent objective since 1999.
Segmental Reporting
We will be adopting a new basis for segmental financial reporting with effect
from 1 April 2005. This analysis will be presented along product lines, compared
to the existing geographic analysis given today. We believe that this will give
a more meaningful analysis of our activities.
Safety
Tate & Lyle is committed to providing safe and healthy conditions for its
employees, contractors and visitors. The Group has no higher priority than
safety and we target continuous improvement to reduce recordable injury and lost
time accident rates to zero in every plant.
We measure and report our safety performance in calendar years and, for 2004,
most Tate & Lyle locations equalled or improved their 2003 performance,
including 25 that reported no lost-time accidents and nine that reported no
recordable injuries for the year. For example, employees at Houlton, USA took
their record to 12 years and over 1.2 million employee hours without a lost-time
accident.
Community Involvement
Tate & Lyle aims to play a positive role in all the communities in which we
operate. Over the years we have developed a Group-wide community involvement
policy to underpin our ethical behaviour. Our programme involves building
long-term relationships with local partners to deliver on a shared objective: to
establish strong, safe and healthy communities by investing time and resources
into projects that directly address local needs.
Our community partnerships are very well supported by our people, many of whom
take part in programmes. Tate & Lyle's community involvement benefits our people
by enhancing their own local community, offering significant personal
development opportunities and making Tate & Lyle a company for which they are
proud to work. The community involvement policy is reviewed annually by the
Board.
Conclusion
These results demonstrate the success of our strategy of focusing on growing the
value added segment of our business and building the future of the Group around
one common identity, as Tate & Lyle everywhere.
The SPLENDA(R) Sucralose business has been successfully integrated and has seen
exciting demand from our customers. We have laid the foundation for future
growth with investment in both sucralose and in the Bio-3G(TM) joint venture
with DuPont, and have demonstrated good organic growth with the launch of a
range of new functional value added ingredients.
At Tate & Lyle we understand the drivers that are affecting the food and
beverage industry as consumers become more sophisticated, demanding and health
conscious than ever before. We are committed to developing innovative solutions
(often containing leading edge ingredients that are unique to us) to enable our
customers to meet these product challenges. This approach will be the driver of
value added growth in the future.
Iain Ferguson CBE
Chief Executive
Operating and Financial Review
Summary of Financial Results
Total sales of £3,342 million were £175 million or 6% above last year. Exchange
rate translation reduced sales by £168 million. Underlying sales growth was
driven by sucralose sales of £115 million, an increase of £41 million in sales
of other value added products, an increase of £66 million resulting from higher
prices within the sugar trading business and growth of £121 million within the
rest of the business.
Profit before interest, tax, exceptional items and amortisation increased by 10%
from £251 million to £276 million reflecting the impact of profits from the
sucralose ingredients business following the realignment of the Group's
relationship with McNeil Nutritionals. Exchange impacts, principally arising
from the weaker US dollar, reduced profit before interest by £13 million
compared to the comparative period. The margin of profit before interest, tax,
exceptional items and amortisation as a percentage of total sales increased from
7.9% to 8.3%. Profit before interest and tax after exceptional items of £45
million (2004 - £nil million) and the amortisation charge of £13 million (2004 -
£8 million) was £218 million, compared with £243 million in the year to 31 March
2004.
Interest costs, before exceptional credits of £nil million (2004 - £5 million),
reduced from £24 million to £21 million. Subsidiaries' interest cover before
amortisation and exceptional items increased from 9.3 times to 11.3 times. After
amortisation and exceptional items, subsidiaries' interest cover reduced from
8.7 times to 8.6 times.
Profit before tax, exceptional items and amortisation was £255 million, £28
million or 12% above last year's profit of £227 million. Profit before tax,
exceptional items and amortisation at constant exchange rates increased by 18%,
after adjusting for the £12 million adverse impact of exchange translation.
Profit before tax, after exceptional items and amortisation was £197 million
compared with £224 million in the year to 31 March 2004.
Diluted earnings per share before exceptional items and amortisation for the
year to 31 March 2005 were 38.0p (2004 - 33.9p). Diluted earnings per share
after exceptional items and amortisation were 29.4p (2004 - 32.6p).
The Board is recommending a 0.5p per share increase in the final dividend from
13.2p to 13.7p to bring the total dividend for the year to 19.4p per share. The
proposed dividend is covered 2.0 times by earnings before amortisation and
exceptional items, 0.2 times higher than the previous year. Earnings after
exceptional items and amortisation covered the dividend 1.5 times (2004 - 1.7
times).
Net debt increased by £63 million from £388 million to £451 million.
Exceptional Items and Amortisation
Exceptional items totalled a net charge of £45 million (2004 - credit of £5
million). An operating exceptional charge of £55 million was recognised
reflecting the payment made to end the long running high fructose corn syrup
civil legal case in the US. Non-operating exceptional items totalled a credit of
£10 million. A gain of £16 million following settlement of the outstanding
balance due on the loan notes issued by the purchaser of Western Sugar was
partially offset by a £2 million loss on disposal of operations within the UK
animal feed and bulk storage business and an anticipated loss on disposal of £2
million in respect of the Group's monosodium glutamate business in China. A loss
of £2 million arose from disposal of fixed assets in a number of locations.
Amortisation of capitalised intangibles totalled £13 million in the year (2004 -
£8 million). This comprised patent amortisation of £4 million (2004 - £nil) and
goodwill amortisation of £9 million (2004 - £8 million).
Segmental Analysis of Profit Before Interest
The following paragraphs refer to profit before interest and exceptional items
but after the amortisation of intangible assets.
Sweeteners & Starches - Americas
Profits before exceptional items and interest increased by £34 million to £161
million. Exchange rate translation reduced profits by £10 million. Sucralose
generated profits of £47 million (2004 - £nil, £9 million of profits were
reported in the Other Businesses and Activities segment in 2004).
Food & Industrial Ingredients, Americas
Our US Food & Industrial Ingredients business achieved good growth within its
value added product lines, although overall performance was below the
comparative period due to reduced sweetener gross margins and the impact of
higher operating costs. Corn prices were somewhat higher than in the comparative
period, although higher co-product prices largely mitigated the impact of this
increase.
Continued focus on value added products underpinned higher gross margins within
food ingredients, where sales volumes increased. Industrial products generated
strong results, fuelled by improved demand from the US paper industry, which
drove volumes and selling prices above last year. Total gross margins on
industrial starch products increased significantly. Results of food ingredients
and industrial products were also enhanced by further development of global
export sales initiatives.
Obesity concerns and dietary trends continued to increase demand for bottled
water and diet soft drinks, at the expense of nutritively-sweetened carbonated
beverages. Sales volumes of sweetener products were below prior year, although
overall market share remained constant. Gross margins were lower due to reduced
volumes and selling prices not keeping pace with increased raw material costs.
The contribution from ethanol was significantly increased; selling prices rose
in response to higher retail gasoline prices and demand growth fuelled by more
US states banning the alternative oxygenate, methyl tertiary butyl ether (MTBE).
Manufacturing operations experienced higher variable costs due to increased
energy, chemicals and packaging materials costs. Fixed costs were above the
prior year due to higher maintenance and research costs.
Our bio-gum semi works facility was successfully commissioned during the year. A
new wellness starch semi works facility is under construction and is expected to
be commissioned by the end of the calendar year. During 2005, the Group invested
£12 million from a total anticipated investment of £27 million in the Bio-3G(TM)
joint venture. Development continues to be in line with Group's original
expectations. Start-up losses within this joint venture of £2 million were borne
by the Group in the year to 31 March 2005 and are expected to be higher in the
year to 31 March 2006 as we commission the plant.
At Almex, our joint venture in Mexico, profits were above the comparative
period. High fructose corn syrup (HFCS) volumes increased, reflecting improved
sales made to non soft drink markets and additional demand from customers
granted exemption from the tax on soft drinks containing HFCS. Starch volumes
were also considerably higher. Access into Mexico for US HFCS under the North
American Free Trade Agreement remains unresolved between the Mexican and US
governments.
The citric acid business generated higher profits in 2005 due to firmer pricing
as the global citric acid market continued to improve. Increased market demand,
coupled with continued industry rationalisation by ourselves and competitors,
pushed selling prices some 8% above the prior year. Operating costs were also
higher due to increased substrate and energy costs.
Our joint venture facility to produce Aquastaâ„¢, a natural source of astaxanthin
which acts as a nutrient and pigment for farm-raised fish, was commissioned.
Selling prices were in line with expectations, and, with start-up costs, the
business reported a loss during the year.
Sucralose
The SPLENDA(R) Sucralose ingredient business has enjoyed an excellent first year
within the Group, with sales of £115 million (US$212 million) and profit before
interest, exceptional items and amortisation of £52 million (US$95 million) in
the year to 31 March 2005. This compares to proforma sales of £70 million
(US$130 million) and profit before interest, exceptional items and amortisation
of £21 million (US$38 million) in the twelve months to 31 December 2003, the
last full financial year of operation prior to realignment of the alliance with
McNeil Nutritionals. One-off costs relating to the realignment totalled £3
million (US$6 million).
SPLENDA(R) Sucralose is now approved in over 80 countries. The approval process
in the European Union (EU) was finally completed in January 2005 when the
provisions of the amended Sweeteners Directive came into effect in all member
states.
Over 4,000 products globally are now sweetened with SPLENDA(R) Sucralose across
a broad range of product categories. Demand continues to be exceptionally strong
and exceeds current plant output. Sales growth is actively being managed within
these constraints, in close collaboration with the existing customer base.
To meet the increasing demand, two capacity expansions at the Alabama facility
have been announced at a total cost of over £40 million. These expansions are
expected to be completed by April 2006, by which time the capacity from the
Alabama site will be more than double its level at the time of the realignment.
In November 2004, we announced an investment in a second sucralose manufacturing
plant in Singapore. This will cost around £100 million, and is scheduled for
completion in January 2007 with a capacity of approximately two thirds of the
expanded Alabama facility. We expect start-up costs in relation to the Singapore
plant to approach £10 million in the year to 31 March 2006.
Overall prospects for the SPLENDA(R) Sucralose business remain strong, and
calendar year 2005 will see further product launches in the USA from the major
soft drink manufacturers: a new Diet Coke, and reformulated Diet 7UP and Pepsi
One, all of which are sweetened with SPLENDA(R) Brand Sweetener. SPLENDA(R)
Sucralose's development in Europe will be constrained by product availability,
but will be a key component of the Group's Solution Set roll-out during 2006.
Patents, both process and product related, continue to be filed to strengthen
the proprietary intellectual property position where we deem this appropriate.
Sugars, Americas
Our Canadian sugar business performed broadly in line with the prior year. Our
sugar refining operation produced profits above the prior year. Volumes were
slightly ahead of the prior period, while selling prices were lower. Ocean
freight costs increased significantly, although these were offset by improved
efficiencies within other areas of manufacturing costs. The increase in the
world price of raw sugar resulted in a stockholding gain of £2 million compared
with a £2 million loss in the previous year. Our blending and packaging
operation in Niagara performed below the level of prior year, with selling
prices adversely impacted by the weaker US dollar.
Anti-dumping and countervailing duties which provide protection to the Canadian
domestic sugar industry are due to be reviewed during the 2006 financial year.
Occidente, our joint venture cane sugar business in Mexico, enjoyed a
satisfactory year, although reported profits were lower than the previous year
as a result of significantly higher cane costs. Driven by the tax on products
containing HFCS, selling prices and volumes were both above the prior period,
although operational issues during the 2004 crop year led to lower production
volumes and higher manufacturing costs. The prospects for the coming year remain
good.
Sweeteners & Starches - Europe
Profit before exceptional items and interest decreased by 3%, from £111 million
to £108 million. Exchange rate translation reduced profits by £1 million.
Food & Industrial Ingredients, Europe
Our European Food & Industrial Ingredients business reported lower profits
following the high raw material costs during the first half of the year, which
were not fully recovered through higher selling prices. The harvest in the
summer of 2003 suffered from dry growing conditions, leading to low yields and
sharp increases in prices, which were expected to remain until the new harvest.
However, it became clear during early summer 2004 that growing conditions for
cereals were ideal across Europe, resulting in record crops. Consequently, raw
material prices declined faster than had been anticipated.
Co-product prices were weaker not only because of lower cereal prices but also
from imports which were made competitive by the weak US dollar and the large
global soya harvest. Vital wheat gluten prices did not return to levels seen
before the impact of the poor 2003 harvest. Export volumes reduced as dietary
trends changed in the USA.
Sales volumes of both sweetener and starch products increased. Sales of value
added food ingredients from recent investments were encouraging. Export margins
were reduced by the weaker US dollar.
Energy and fuel prices increased but were partially offset by improved energy
efficiency.
The Eaststarch joint ventures in Central and Eastern Europe contributed an
improved profit over last year. Sales prices improved in both Slovakia and
Hungary following accession to the EU in May 2004 but the higher raw material
costs were felt across Europe. Sales in Turkey were higher.
Following a competitive annual pricing round in Europe, net margins during
calendar year 2005 in both sweetener and starch products are expected to be
slightly below the level achieved during calendar year 2004.
Sugars, Europe
The UK and Portuguese sugar businesses generated profits in line with the prior
year. The UK operations benefited from increased production volumes and lower
manufacturing costs. Higher UK gas prices were offset by improved energy
efficiency and forward cover.
The higher cost of export licences in the second half of the year reduced gross
margins by £4 million. Export licence costs are expected to increase again in
the 2006 financial year.
Capital expenditure continued to be below depreciation and the businesses
contributed strong cash flow to the Group.
Tate & Lyle Light Cane was launched with much success during the year, combining
the strengths of our traditional sugar business with sucralose.
The renewal of the EU sugar regime, expected from July 2006, is covered in
detail in the Chief Executive's Review.
Eastern Sugar
The Eastern Sugar Group, our European beet sugar joint venture, operates in
Hungary, Slovakia and the Czech Republic, which all acceded to the EU on 1 May
2004. The business returned to profitable trading in the 2005 financial year,
reflecting the positive impact of alignment with the EU sugar regime during the
year. Competitive pricing pressures reduced selling prices slightly during the
second half of the year.
All of Eastern Sugar's factories had a successful beet sugar campaign in the
current year with production significantly above the prior year.
Sweeteners & Starches - Rest of the World
Profit before exceptional items and interest increased from £8 million to £13
million. Exchange rate translation reduced profits by £1 million.
Profit from our sugar trading business was above that in 2004, with higher
profits generated in Thailand. This was a result of India switching from being a
net exporter to a net importer of sugar which pushed prices to record highs
throughout Asia. Profits from Brazil were in line with the previous year.
Nghe An Tate & Lyle (NAT&L), the Group's cane sugar business in Vietnam,
achieved an increase in profit. Adverse weather conditions affected the industry
widely and the business experienced a reduction in sugar production of some 25
percent to 105,000 tonnes. However, tightening of supply within the region
served to increase wholesale prices within the Vietnamese market by almost one
third during the year. The year was marked by safety milestones being passed and
the launch of the sugar brand 'Melli' specifically targeted at the Vietnamese
market. Drought conditions have continued locally and are expected to impact the
cane crop for 2006.
Animal Feed and Bulk Storage
Profit before exceptional items and interest increased by £1 million to £7
million. Exchange translation reduced profit by £1 million.
The demand for molasses in Europe remained high in the first half of the
financial year and, combined with strong demand in Asia in the second half,
resulted in higher margins in this segment. In the UK, the Group terminated a
number of molasses and storage operations, which resulted in improved
profitability.
Other Businesses and Activities
This segment includes head office activities and, in the year to 31 March 2004,
licence fee income arising under the previous Global Alliance Agreement with
McNeil Nutritionals.
Net costs increased by £17 million, of which £9 million relates to the inclusion
of licence fee income in the comparative period. The balance of £8 million
included costs related to our growth strategy together with higher personnel
costs and professional fees.
The Group's Bermuda-based captive reinsurance company recognised a small
underwriting loss on the policies provided to Group businesses. The company
continues the process of running-off existing third party liabilities, of which
approximately half have now been commuted or settled. A small underwriting
profit was reported in the year from these third party activities.
The Group continues to believe it can minimise the effect of higher insurance
costs as well as provide price and coverage stability to Group businesses by
retaining risk and premium in its own reinsurance company.
Interest, Tax and Dividend
Interest
The net Group interest charge was £21 million compared with £24 million in the
year to 31 March 2004. The comparative period included credits of £6 million
relating to interest income from the loan notes issued to the purchasers of
Domino and Western Sugar. Underlying expense was below the comparative period
due principally to lower interest rates and the favourable impact of exchange
translation.
The average net debt of Tate & Lyle PLC and its subsidiaries was £498 million,
an increase of £47 million from £451 million in the prior year. The interest
rate for subsidiaries in the year when measured against average net debt was
4.2% (2004 - 5.1%). Interest cover based on profit before exceptional items,
amortisation and interest of Tate & Lyle PLC and its subsidiaries increased from
9.3 times to 11.3 times.
Profit before Taxation
Profit before taxation but after exceptional items and amortisation was £197
million, compared with £224 million in the prior year.
Taxation
The Group taxation charge was lower, at £53 million (2004 - £69 million),
principally due to tax relief on the 2005 operating exceptional item. The
effective rate of tax, on profit before exceptional items and amortisation, was
27.7% (2004 - 29.0%). We expect the tax rate in the 2006 financial year to be
slightly higher than 2005.
Dividend
A final dividend of 13.7p will be recommended as an ordinary dividend to be paid
on 3 August 2005 to shareholders on the register on 8 July 2005. This represents
an increase in the total dividend for the year of 0.6p per share. An interim
dividend of 5.7p (2004 - 5.6p) was paid on 11 January 2005. Earnings before
exceptional items and amortisation covered the proposed total dividend 2.0
times.
Retirement Benefits
As permitted under the transitional provisions of FRS 17 'Retirement Benefits'
the Group continued to account for retirement benefits under SSAP 24 in the year
to 31 March 2005.
The UK Tate & Lyle Group Pension Scheme fund was actuarially valued at 31 March
2003, which identified a deficit of £13 million under SSAP 24. As previously
reported, we are funding the deficit and future costs of the scheme over five
years. During the year, regular contributions of £7 million were supplemented by
additional contributions of £10 million. An actuarial valuation of the scheme is
being prepared at 31 March 2005.
SSAP 24
Under SSAP 24, pension costs for defined benefit pension and post-retirement
healthcare schemes are charged to the profit and loss account so as to accrue
the cost over the service lives of employees in the schemes on the basis of a
constant percentage of earnings. Any surplus or deficit arising under SSAP 24 is
amortised through the profit and loss account over a period representing the
estimated remaining service lives of the employees.
The charge to operating profit for retirement benefits in the year to 31 March
2005 was £25 million (2004 - £30 million). In the UK, the regular service cost
was lower due to a reduction in active members. In the US, a change in funding
regulations reduced the service cost during the 2005 financial year.
Under SSAP 24 the net pension asset increased by £21 million to £32 million, and
the US healthcare provision reduced by £4 million to £97 million.
FRS 17
FRS 17 uses different assumptions to value post-retirement obligations and
requires any surplus or deficit in a defined benefit scheme to be included in
the balance sheet. The profit and loss account contains two main elements: a
service charge to operating profit, representing the annual ongoing cost of
providing benefits to active members; and a net finance cost or credit,
representing the difference between return on the assets in the fund and
interest on servicing future liabilities, calculated using a corporate bond
yield.
The calculations under FRS17 would result in increased volatility in the
financial statements. The balance sheet is impacted by changes in the market
values of assets and liabilities, while the finance charge in the profit and
loss account fluctuates depending on the changes in returns and the bond yield
used to discount the liabilities.
If the accounts had been prepared under FRS17, the net position for all Group
defined benefit pension schemes at 31 March 2005 would have been a deficit of
£128 million, £22 million lower than the FRS 17 deficit of £150 million that
would have been recorded at 31 March 2004. The potential US healthcare liability
would have increased from £81 million at 31 March 2004 to £105 million at 31
March 2005 due to higher claims during the 2005 year and an increase in future
medical cost trend assumptions. After taking account of deferred tax, the
Group's net assets at 31 March 2005 would have reduced by £112 million from
£1,047 million under SSAP24 to £935 million.
Profit before interest would have increased by £5 million, compared with a £10
million increase in the previous year, and the net interest charge would have
increased by £2 million, compared with £10 million in the previous year. The
total charge to profit under FRS17 would have been £22 million, £3 million less
than the charge under SSAP24.
Sucralose Realignment
We announced the realignment of our SPLENDA(R)Sucralose activities with McNeil
Nutritionals in February 2004. The main elements of the transaction were as
follows:
-- The cash price of £72 million was paid in April 2004. In addition, the terms
of the realignment included contingent deferred payments and receipts that
reflect continued participation in the success of each party's ongoing
sucralose activities;
-- Tate & Lyle became the sole manufacturer of sucralose and sells
SPLENDA(R)Sucralose as an ingredient to food and beverage companies
worldwide; and
-- McNeil Nutritionals buys sucralose from Tate & Lyle and sells SPLENDA(R)
Brand tabletop products worldwide.
The cash price of £72 million reflected payment to acquire tangible and
intangible assets with a fair value of £78 million and £32 million respectively.
Under the deferred payment terms, the Group recognised a provision for amounts
due to McNeil Nutritionals of £57 million, representing the best estimate of
amounts due under the deferred payment obligation. No value has been recognised
for future deferred receipts from McNeil Nutritionals, which are expected to at
least match the deferred payments.
The formal unwinding of the earlier arrangements, which included the termination
of certain pre-existing contractual rights and obligations as well as mutual
intellectual property and other asset transfers, gave rise to a tax liability of
£19 million. A related deferred tax asset with a discounted value of £15 million
has been recognised reflecting timing differences.
The net impact of the realignment led to initial goodwill under UK GAAP of £23
million. The estimate of deferred payments may be revised as further information
becomes available with corresponding adjustments to goodwill.
Deferred payments under the realignment agreements which arose during the year
to 31 March 2005 have been reflected in the movement of provisions. Deferred
receipts have been reflected as deductions to goodwill.
International Financial Reporting Standards
The Group currently prepares its financial statements under UK GAAP. From 1
April 2005 onwards, the Group is required to prepare its consolidated financial
statements in accordance with International Financial Reporting Standards (IFRS)
as adopted by the EU and implemented in the UK.
To explain how the Group's reported performance and financial position are
affected by this change, Appendix 1 sets out unaudited financial information for
the year to 31 March 2005 prepared under IFRS.
Segmental Reporting
Following a period of five years in which the Group has focused on its core
activities through disposal, and to reflect the evolving strategy of the Group,
a new basis for providing segmental financial information will be adopted with
effect from 1 April 2005.
The following reported segments will be disclosed:
-- Food & Industrial Ingredients, Americas;
-- Food & Industrial Ingredients, Europe;
-- Sugars, Americas and Asia;
-- Sugars, Europe; and
-- Sucralose.
These business segments will represent the primary basis of segmentation as
required under IFRS. Historical information for the year to 31 March 2005 in
these segments will be published prior to the 2006 interim announcement.
Cash Flow and Balance Sheet
Cash Flow and Debt
Operating cash flow, after operating exceptional items, totalled £263 million
compared with £289 million in the previous year. There was an operating working
capital outflow of £35 million (2004 - £31 million outflow) reflecting
supplementary payments to the Group's pension funds of £11 million and payments
made against provisions. Contributions to the Group's pension funds, both
regular and supplementary, totalled £35 million, marginally above £34 million in
the comparative period. Interest paid totalled £20 million, broadly in line with
the charge recognised in the profit and loss account. Net taxation paid remained
at £74 million.
Capital expenditure of £121 million was marginally above depreciation of £115
million.
An operating exceptional outflow of £55 million related to the settlement of the
HFCS civil legal case in the US.
Free cash flow (representing operating cash flow after interest, taxation and
capital expenditure), before the impact of this exceptional cash flow, totalled
£103 million (2004 - £62 million).
Equity dividends of £89 million (2004 - £87 million) were offset by other net
dividend inflows of £22 million (2004 - £7 million). In total, a net £87 million
(2004 - £115 million) was paid to providers of finance as dividends and
interest.
Investment expenditure was £86 million, primarily reflecting an investment of
£70 million in sucralose (after the impact of deferred payment streams during
the year) and £12 million in the Bio-3G(TM) joint venture.
We expect capital expenditure for the year to 31 March 2006 to be at least twice
depreciation.
We received £25 million proceeds from the disposal of businesses and assets
during the year to 31 March 2005, compared with £63 million in the previous
year. £21 million was received in consideration for the remaining balance due on
the loan notes issued by the purchaser of Western Sugar. Proceeds from the sale
of tangible fixed assets totalled £4 million.
A net inflow of £10 million was received from employees exercising share options
during the year. Exchange translation, and other non-cash movements, reduced net
debt by £7 million.
The Group's net borrowings increased from £388 million to £451 million.
The ratio of net borrowings to earnings before interest, tax, depreciation and
amortisation (EBITDA) (before exceptional items) increased from 1.2 times to 1.3
times and gearing (defined as the ratio of net borrowings to total net assets)
increased to 43% at 31 March 2005 (2004 - 40% after restatement for adoption of
UITF 38). During the year net debt peaked at £576 million in August 2004 (April
2003 during the year ended 31 March 2004 - £498 million).
Funding and Liquidity Management
The Group funds its operations through a mixture of retained earnings and
borrowing facilities, including capital markets and bank borrowings.
In order to ensure maximum flexibility in meeting changing business needs, the
Group seeks to maintain access to a wide range of funding sources. In November
2004, Tate & Lyle International Finance PLC issued a US$500 million 5.00% bond
in the US 144A bond market maturing in 2014. The proceeds of the issue have been
used to repay certain debt obligations and for general corporate purposes. Other
capital market borrowings include the €300 million 5.75% bond maturing in 2006,
the €150 million Floating Rate Note maturing in 2007 and the £200 million 6.50%
bond maturing in 2012. At 31 March 2005 the Group's long term credit ratings
from Moody's and Standard and Poor's were Baa2 and BBB respectively.
The Group ensures that it has sufficient undrawn committed bank facilities to
provide liquidity back-up for its US commercial paper programme and other short
term money market borrowing for the foreseeable future. The Group has committed
bank facilities of US$615 million which mature in 2009 with a core of highly
rated banks. These facilities are unsecured and contain common financial
covenants for Tate & Lyle and its subsidiary companies that subsidiaries'
pre-exceptional and amortisation interest cover ratio should not be less than
2.5 times and the ratio of net debt to EBITDA, as defined in our financial
covenants, should not be greater than 4 times. The Group monitors compliance
against all its financial obligations and it is Group policy to manage the
consolidated balance sheet so as to operate well within covenanted restrictions
at all times. The majority of the Group's borrowings are raised through the
Group treasury company, Tate & Lyle International Finance PLC, and are then
on-lent to the business units on an arms-length basis.
The Group manages its exposure to liquidity risk by ensuring a diversity of
funding sources and debt maturities. Group policy is to ensure that, after
subtracting the total of undrawn committed facilities, no more than 30% of gross
debt matures within 12 months and at least 50% has a maturity of more than two
and a half years. At the end of the year, after subtracting total undrawn
committed facilities, there was no debt maturing within 12 months and 98% of
debt had a maturity of two and a half years or more (2004 - 0% and 100%). The
average maturity of the Group's gross debt was 5.8 years (2004 - 4.9 years).
At the year end the Group held cash and current asset investments of £355
million (2004 - £154 million) and had undrawn committed facilities of £327
million (2004 - £277 million). These resources are maintained to provide
liquidity back-up and to meet the projected maximum cash outflow from debt
repayment and seasonal working capital needs foreseen for at least a year into
the future at any one time.
Funding not Treated as Debt
In respect of all financing transactions, the Group seeks to optimise its
financing costs. The following items are not included in net debt under UK GAAP.
Our European Food & Industrial Ingredients business receives cash from selling
amounts receivable from customers. The facility allows the sale of up to US$85
million (£45 million) of receivables, and was fully utilised at both 31 March
2005 and 31 March 2004. From 1 April 2005, the amounts used under this facility
will be included in debt under IFRS.
Where economically beneficial, operating leases are undertaken in preference to
purchasing assets. Commitments under operating leases to pay rentals in future
years totalled £212 million (2004 - £180 million) and related primarily to
railcar leases in the USA. We do not expect the treatment of these commitments
to change under IFRS.
Net debt of joint ventures and associates totalling £45 million at 31 March 2005
(2004 - £66 million) is not consolidated in the Group balance sheet. £20 million
of this debt was subject to recourse to the Group. Tate & Lyle's share of net
debt of joint ventures and associates totalled £20 million. As we intend to
proportionately consolidate joint ventures under IFRS, our share of their net
borrowings will be included in Group net debt from 1 April 2005.
A description of the impacts on Group net debt arising from the adoption of IFRS
is provided in Appendix 1.
Iain Ferguson CBE Simon Gifford Stanley Musesengwa
Chief Executive Group Finance Director Chief Operating Officer
TATE & LYLE
GROUP PROFIT AND LOSS ACCOUNT
Year to 31 March 2005
----------------------------------------------
Before exceptional Exceptional Total Year to 31
items items £ million March
2004
£ million £ million £
million
------------------------------------------------------------------------------------------------------------------------
Group sales 3 001 - 3 001 2 874
Share of sales of joint ventures and associates 341 - 341 293
-------------------------------------------------------------
Total sales (Note 2) 3 342 - 3 342 3 167
-------------------------------------------------------------
Group operating profit before amortisation
and operating exceptional items 238 - 238 214
Amortisation (13) - (13) (8)
Operating exceptional items (Note 4) - (55) (55) -
-------------------------------------------------------------
Group operating profit 225 (55) 170 206
Share of operating profits of joint ventures
and associates before exceptional items 38 - 38 37
Share of operating exceptional items of joint
ventures and associates - - - 6
-------------------------------------------------------------
Total operating profit 263 (55) 208 249
Non-operating exceptional items (Note 4):
Exceptional profit/(loss) on sale or termination of
businesses - 12 12 (6)
Exceptional loss on sale of fixed assets - (2) (2) -
-------------------------------------------------------------
Profit before interest 263 (45) 218 243
Interest receivable and similar income 35 - 35 27
Interest payable and similar charges (56) - (56) (50)
Share of net interest payable of joint ventures and
associates - - - (1)
Share of joint ventures' and associates'
exceptional interest items (Note 4) - - - 5
-------------------------------------------------------------
Profit before taxation (Note 3) 242 (45) 197 224
------------------------------------
Taxation (53) (69)
-------------------------
Profit after taxation 144 155
Minority interests - equity (4) (1)
-------------------------
Profit for the year 140 154
Dividends paid and proposed (92) (88)
-------------------------
Retained profit for the year 48 66
-------------------------
Earnings per share (Note 5)
Basic 29.7p 32.7p
Diluted 29.4p 32.6p
--------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
Before amortisation and exceptional items
Profit before taxation 255 227
Diluted earnings per share (Note 5) 38.0p 33.9p
------------------------------------------------------------------------------------------------------------------------
TATE & LYLE
SUMMARISED GROUP BALANCE SHEET
As at As at
31 March 31 March
2005 2004
£ million
(restated)
£
million
------------------------------------------------------------------------------------------------------------------------
Fixed assets
Intangible assets 173 136
Tangible assets 1 111 1 062
Investments 229 216
-------------------------- ---------------------
1 513 1 414
-------------------------- ---------------------
Current assets
Stocks 288 273
Debtors 421 337
Investments and cash at bank and in hand (Note 6) 355 154
-------------------------- ---------------------
1 064 764
Creditors - due within one year
Borrowings (Note 6) (23) (30)
Other (435) (407)
-------------------------- ---------------------
Net current assets 606 327
-------------------------- ---------------------
Total assets less current liabilities 2 119 1 741
Creditors - due after more than one year
Borrowings (Note 6) (783) (512)
Other (8) (5)
Provisions for liabilities and charges (281) (246)
-------------------------- ---------------------
Total net assets 1 047 978
========================== =====================
Capital and reserves
Called up share capital 124 123
Share premium account and other reserves 508 501
Profit and loss account 386 327
-------------------------- ---------------------
Shareholders' funds 1 018 951
Minority interests - equity 29 27
-------------------------- ---------------------
1 047 978
========================== =====================
TATE & LYLE
STATEMENT OF GROUP CASH FLOWS
Year to Year to
31 March 31 March
2005 2004
(restated)
£ million £
million
------------------------------------------------------------------------------------------------------------------------
-------------------------- ---------------------
Operating profit before exceptional items 225 206
Depreciation of tangible fixed assets 115 106
Operating exceptional items (55) -
Amortisation 13 8
Change in working capital (35) (31)
-------------------------- ---------------------
Net cash inflow from operating activities 263 289
Dividends from joint ventures and associates 23 8
Returns on investment and servicing of finance
-------------------------- ---------------------
Interest paid (40) (58)
Interest received 20 23
Dividends paid to minority interests in subsidiary undertakings (1) (1)
-------------------------- ---------------------
(21) (36)
Taxation paid (74) (74)
Capital expenditure and financial investment
-------------------------- ---------------------
Purchase of tangible fixed assets (121) (118)
Sale of tangible fixed assets 4 2
Purchase of fixed asset investments (1) (1)
Sale of fixed asset investments 21 22
-------------------------- ---------------------
(97) (95)
Acquisitions and disposals
-------------------------- ---------------------
Acquisition of subsidiaries (73) -
Sale of subsidiaries - 39
Acquisition of joint ventures and associates (12) (15)
-------------------------- ---------------------
(85) 24
Equity dividends paid (89) (87)
-------------------------- ---------------------
Net cash (outflow)/inflow before financing and management of liquid
resources (80) 29
========================== =====================
Net cash outflows before taxation from exceptional items were £30 million (2004 - inflow £63 million) comprising: sale
of tangible fixed assets of £4 million (2004 - £2 million); sale of fixed asset investments of £21 million (2004 -
£22
million); sale of subsidiaries of £nil million (2004 - £39 million), and settlement of the high fructose corn syrup
class action suit in the US of £55 million (2004 - £nil million).
Reconciliation of cash flow to net debt
------------------------------------------------------------------------------------------------------------------------
Net cash (outflow)/inflow before financing and management of liquid
resources (80) 29
Issue of shares 11 2
Net purchase of own shares (1) (10)
Changes in debt not involving cash flow:
- Exchange movements 8 49
- (Amortisation)/redemption of bond discount (1) 13
-------------------------- -----
(Increase)/reduction in net debt (63) 83
Net debt at start of year (388) (471)
-------------------------- -----
Net debt at end of year (Note 6) (451) (388)
========================== =====
TATE & LYLE
COMBINED STATEMENT OF TOTAL RECOGNISED
GAINS AND LOSSES AND RECONCILIATION OF
MOVEMENTS IN SHAREHOLDERS' FUNDS
Year to Year to
31 March 31 March
2005 2004
£ million
(restated)
£
million
------------------------------------------------------------------------------------------------------------------------
Profit for the year
- Group 136 125
- Joint ventures and associates 4 29
--------------------------- --------------------
140 154
Exchange difference on foreign currency net investments 8 (63)
Taxation on exchange difference on foreign currency net investments (1) (28)
--------------------------- --------------------
Total recognised gains and losses for the year 147 63
Dividends (92) (88)
Issue of shares 11 2
Purchase of own shares 1 (10)
--------------------------- --------------------
Net increase/(reduction) in shareholders' funds 67 (33)
--------------------------- --------------------
Opening shareholders' funds as previously stated 989 1 012
Prior period adjustment to reflect own shares deducted
from shareholders' funds (Note 9) (38) (28)
--------------------------- --------------------
Opening shareholders' funds as restated 951 984
--------------------------- --------------------
Closing shareholders' funds 1 018 951
=========================== ====================
TATE & LYLE
NOTES TO STATEMENTS
For the year to 31 March 2005
1. Basis of preparation
(a) Audited information
The financial information contained in this announcement is derived from the
Group's financial statements for the year ended 31 March 2005 and does not
constitute full accounts within the meaning of section 240 of the Companies Act
1985 (as amended). The Group's financial statements, on which the Company's
auditors, PricewaterhouseCoopers LLP, have given an unqualified report which
does not contain a statement under section 237(2) or (3) of the Companies Act
1985, will be filed with the Registrar of Companies following the Company's
Annual General Meeting on 28 July 2005, subject to their adoption by
shareholders.
(b) Accounting policies
The Group's accounting policies are unchanged compared with the year ended 31
March 2004, apart from the adoption of UITF 38 and UITF 17 (as revised) (see
Note 9).
TATE & LYLE
NOTES TO STATEMENTS (continued)
For the year to 31 March 2005
2. Segmental analysis of sales
Year to Year to
31 March 31 March
2005 2004
£ million £
million
------------------------------------------------------------------------------------------------------------------------
Sweeteners and starches
- Americas 1 273 1 219
- Europe 1 449 1 336
- Rest of the world 435 412
--------------------------- --------------------
3 157 2 967
Animal feed and bulk storage 182 195
Other businesses and activities 3 5
--------------------------- --------------------
3 342 3 167
=========================== ====================
Included in the analysis of total sales are the following amounts relating to
joint ventures and associates.
Year to Year to
31 March 31 March
2005 2004
Joint ventures and associates £ million £
million
------------------------------------------------------------------------------------------------------------------------
Sweeteners and starches
- Americas 124 123
- Europe 211 163
- Rest of the world 2 4
------------------------- -----------------------
337 290
Animal feed and bulk storage 4 3
------------------------- -----------------------
341 293
========================= =======================
All results to 31 March 2005 and 31 March 2004 arise from continuing activities.
TATE & LYLE
NOTES TO STATEMENTS (continued)
For the year to 31 March 2005
3. Segmental analysis of profit before taxation
Before exceptional Exceptional After
items items exceptional
items
Year to 31 March 2005 £ million £ million £
million
------------------------------------------------------------------------------------------------------------------------
Sweeteners and starches
- Americas 161(a) (39) 122(a)
- Europe(c) 108(b) (2) 106(b)
- Rest of the world 13 (2) 11
--------------------- --------------------- -----------------
282 (43) 239
Animal feed and bulk storage 7 (2) 5
Other businesses and activities (26) - (26)
--------------------- --------------------- -----------------
263 (45) 218
Net interest expense (21) - (21)
--------------------- --------------------- -----------------
Profit before taxation 242 (45) 197
--------------------- --------------------- -----------------
(a) These profit figures each include £8 million of amortisation.
(b) These profit figures each include £5 million of amortisation.
(c) The reform of the EU sugar regime will adversely affect our European
businesses in the financial year ending 31 March 2007. We cannot quantify the
nature and scale of the financial and accounting consequences at this stage but
our principal areas for concern are set out in the Chief Executive's Review.
Before exceptional Exceptional After
items items exceptional
items
Year to 31 March 2004 £ million £ million £
million
------------------------------------------------------------------------------------------------------------------------
Sweeteners and starches
- Americas 127(d) 2 129(d)
- Europe 111(d) - 111(d)
- Rest of the world 8 - 8
------------------- ------------------ -----------------
246 2 248
Animal feed and bulk storage 6 (2) 4
Other businesses and activities (9) - (9)
------------------- ------------------ -----------------
243 - 243
Net interest expense (24) 5 (19)
------------------- ------------------ -----------------
Profit before taxation 219 5 224
------------------- ------------------ -----------------
(d) These profit figures each include £4 million of amortisation.
All results to 31 March 2005 and 31 March 2004 arise from continuing activities.
TATE & LYLE
NOTES TO STATEMENTS (continued)
For the year to 31 March 2005
4. Exceptional items
Profit/(loss) Tax Minority Profit/(loss)
before Interests for the
tax year
Year to 31 March 2005 £ million £ million £ million £
million
------------------------------------------------------------------------------------------------------------------------
Operating exceptional (55) 22 - (33)
Profit on sale or termination of businesses 12 (7) - 5
Loss on sale of fixed assets (2) 1 - (1)
--------------- -------------- -------------- -------------
(45) 16 - (29)
--------------- -------------- -------------- -------------
The net charge for exceptional items of £45 million consists of an operating
charge of £55 million in respect of the settlement of the high fructose corn
syrup class action suit in the US, together with net non operating exceptional
credits totalling £10 million. £2 million arises in respect of write-down on
planned sale of business; £2 million arises in respect of the loss on
termination of businesses, offset by a credit of £16 million following
settlement of the remaining balance due on the loan note issued by the purchaser
of Western Sugar; £2 million arises in respect of loss on sale of fixed assets.
Profit/(loss) Tax Minority Profit/(loss)
before Interests for the
tax year
Year to 31 March 2004 £ million £ million £ million £
million
------------------------------------------------------------------------------------------------------------------------
Operating exceptional 6 (2) - 4
Loss on sale or termination of businesses (6) - 1 (5)
Interest exceptional 5 (2) - 3
---------------- -------------- -------------- -------------
5 (4) 1 2
---------------- -------------- -------------- -------------
Exceptional items totalled a net credit of £5 million in the year to 31 March
2004. This comprises an operating credit of £6 million and an interest credit of
£5 million, representing refunds of duty, and non-operating charges of £6
million arising on sale or termination of businesses.
5. Earnings per share
Basic earnings per share is calculated by dividing profit after taxation,
minority interests and preference dividends of £140 million (2004 - £154
million), by the weighted average number of ordinary shares in issue during the
period of 471.7 million shares (2004 - 471.4 million shares). For this purpose,
the weighted average number of ordinary shares in issue excludes an average of
12.4 million shares (2004 - 10.9 million shares) held by an ESOP trust that have
not vested unconditionally in the participating employees.
Diluted earnings per share take into account the dilutive effect of share
options outstanding under the Company's employee share schemes that are
anticipated to be exercisable.
Diluted earnings per share before amortisation and exceptional items is
presented in order to assist in the understanding of the underlying performance
of the Group's business.
Year to 31 March 2005 Year to 31 March 2004
------------------------------------------ -----------------------------------------
Earnings Shares Earnings Earnings Shares Earnings
£ million millions per share £ million millions per
share
pence pence
------------------------------------------------------------------------------------------------------------------------
Basic 140 471.7 29.7 154 471.4 32.7
Dilutive effect of share options - 4.8 (0.3) - 1.2 (0.1)
-------------- ------------- ------------- ------------- ------------- -------------
Diluted 140 476.5 29.4 154 472.6 32.6
Amortisation (a) 12 - 2.5 8 - 1.7
Exceptional items 29 - 6.1 (2) - (0.4)
-------------- ------------- ------------- ------------- ------------- -------------
Diluted before amortisation and
exceptional items 181 476.5 38.0 160 472.6 33.9
============== ============= ============= ============= ============= =============
(a) After a tax credit of £1 million in 2005 (2004 - £nil).
TATE & LYLE
NOTES TO STATEMENTS (continued)
For the year to 31 March 2005
6. Analysis of net debt
31 March 31 March
2005 2004
£ million £
million
------------------------------------------------------------------------------------------------------------------------
Investments and cash at bank and in hand 355 154
Borrowings due within one year (23) (30)
Borrowings due after more than one year (783) (512)
--------------------------- -----------------------
Net debt (451) (388)
=========================== =======================
7. Exchange rates
----------------------------------------------------------- -------------------------------- ---------------------------
Average rate Year end rate
Year to Year to 31 March 31 March
31 March 31 March 2005 2004
2005 2004
------------------------------------------------------------------------------------------------------------------------
US Dollar £1 = $ 1.85 1.69 1.88 1.84
Euro £1 = € 1.47 1.44 1.45
1.49
Canadian Dollar £1 = C$ 2.36 2.29 2.28 2.42
8. Net margin analysis (profit before interest as a percentage of total sales)
Before amortisation and exceptional items Year to 31 March 2005 Year to 31 March 2004
------------------------------------------------------------------------------------------------------------------------
% %
Sweeteners and starches
- Americas 13.3 10.7
- Europe 7.8 8.6
- Rest of the world 3.0 1.9
Sweeteners and starches average 9.3 8.6
Animal feed and bulk storage 3.8 3.1
Group 8.3 7.9
After amortisation and exceptional items
------------------------------------------------------------------------------------------------------------------------
Sweeteners and starches
- Americas 9.6 10.6
- Europe 7.3 8.3
- Rest of the world 2.5 1.9
Sweeteners and starches average 7.6 8.4
Animal feed and bulk storage 2.7 2.1
Group 6.5 7.7
TATE & LYLE
NOTES TO STATEMENTS (continued)
For the year to 31 March 2005
9. Prior period adjustments
The Group has adopted Urgent Issues Task Force, Abstract 38 (UITF 38)
'Accounting for ESOP Trusts' in the year to 31 March 2005. As a result, shares
in the Company held through an employee share scheme trust which were previously
reported as investments are now recorded as a deduction from equity
shareholders' funds. At 31 March 2004, the carrying value of these shares was
£38 million which has been set against the profit and loss reserve of the
balance sheet. The comparative figures for balance sheet, profit and loss
reserve and classifications within the cash flow statement have been restated to
reflect the change in treatment such that shareholders' funds at 31 March 2004
have been reduced by £38 million.
The Group has also adopted UITF 17 (as revised) which results in the cost of the
awards made under the Group's share schemes now being calculated with reference
to the fair value of the shares at the date of award rather than the cost of the
shares purchased by the Group. The impact of this revision on the charges made
in respect of the share schemes is not material.
TATE & LYLE
NOTES TO STATEMENTS (continued)
For the year to 31 March 2005
10. Ratio analysis
Year to Year to
31 March 31 March
2005 2004
(restated)
------------------------------------------------------------------------------------------------------------------------
Net Borrowings to EBITDA - Tate & Lyle PLC and its subsidiaries
Net borrowings
-------------------
Pre-exceptional EBITDA 451 388
------------------------- ------------------------
353 320
= 1.3 times = 1.2 times
Gearing
Gearing = Net borrowings
---------------
Total net assets 451 388
------------------------- ------------------------
1 047 978
= 43% = 40%
Interest Cover - Tate & Lyle PLC and its subsidiaries
= Operating profit before amortisation and exceptional items
----------------------------------------------------------
Net interest payable (before exceptional items)
238 214
------------------------- -----------------------
21 23
= 11.3 times = 9.3 times
Dividend Cover before amortisation and exceptional items
= EPS (basic)
--------------
Total ordinary dividend/share
38.4 34.0
------------------------- -----------------------
19.4 18.8
= 2.0 times = 1.8 times
Return on Net Operating Assets
= Profit before interest, tax and exceptional items
-------------------------------------------------
Average net operating assets
263 243
------------------------- -----------------------
1 574 1 576
=16.7% =15.4%
Net operating assets are calculated as:
Total net assets 1 047 978
Add back: Net borrowings 451 388
Add back unallocated liabilities - dividends and tax 129 155
------------------------- -----------------------
Net operating assets 1 627 1 521
------------------------- -----------------------
Average net operating assets 1 574 1 576
Webcast and Conference Call
A presentation of the results by Chief Executive, Iain Ferguson and Group
Finance Director, Simon Gifford will be audio webcast live at 10.00 (BST) today.
To view the presentation slides and/or listen to a live audio webcast of the
presentation, visit: http://cm01.vavos.net/xl?preid=121975 or
http://www.tateandlyle.com. Please note that remote listeners will not be able
to ask questions during the Q&A session. A webcast replay of the presentation
will be available for six months, at the links above.
In addition a conference call for analysts and investors will be held today at
15.00 (BST), 10.00 (Eastern).
Dial In (US): (913)981-5532
Dial In (UK): +44 (0) 207 984 7566
A replay is scheduled to run from 2 June to 9 June, 2005
Replay (US): (719)457-0820
Replay (UK): +44 (0) 207 984 7568
Replay Passcode: 3418933
TATE & LYLE PLC
Appendix 1
Adoption of International Financial
Reporting Standards (IFRS)
Adoption of International Financial Reporting Standards (IFRS)
Introduction
The Group currently prepares its financial statements in accordance with UK
generally accepted accounting principles (UK GAAP). With effect from 1 April
2005, in accordance with European law, we will be preparing financial statements
under International Financial Reporting Standards (IFRS).
In order to explain how the Group's reported performance and financial position
are affected by this change, the following unaudited financial information is
provided below:
-- Consolidated balance sheets under IFRS as at 1 April 2004, 30 September 2004
and 31 March 2005;
-- Consolidated income statements under IFRS for the six months to 30 September
2004 and year to 31 March 2005;
-- Consolidated statements of recognised income and expense under IFRS for the
six months to 30 September 2004 and year to 31 March 2005;
-- Consolidated statements of changes in equity under IFRS for the six months
to 30 September 2004 and 31 March 2005;
-- Consolidated statements of cash flows under IFRS for the six months to 30
September 2004 and year to 31 March 2005;
-- Reconciliation of consolidated income statements under IFRS to UK GAAP for
the six months to 30 September 2004 and year to 31 March 2005;
-- Reconciliation of consolidated balance sheets under IFRS to UK GAAP as at 1
April 2004, 30 September 2004 and 31 March 2005; and
-- Proforma changes in reported Group net borrowings at 1 April 2005 under
IFRS.
It should be noted that, although this financial information has been prepared
on the basis of IFRS expected to be in place for use by EU-listed companies as
at 31 March 2006, these standards are subject to ongoing review and endorsement
by the European Commission and are, therefore, still subject to potential
change. Information contained within this appendix may require further updating
for audit adjustments or subsequent amendments to IFRS, and related guidance.
The IFRS information contained in this appendix is unaudited.
Basis of preparation
The financial information contained in this appendix has been prepared based on
IFRS published by 31 March 2005. It has been assumed that the European
Commission will subsequently endorse the amendment to IAS 19 Employee Benefits -
Actuarial Gains and Losses, Group Plans and Disclosures.
Transitional arrangements and transition date
The rules for first-time adoption of IFRS are set out in IFRS 1 First-time
Adoption of International Financial Reporting Standards. Since the financial
statements for the year to 31 March 2006 include comparatives for the year to 31
March 2005, the Group's date of transition to IFRS will be 1 April 2004. As
required by IFRS 1, estimates carried forward at the transition date, including
but not limited to assessments of provisions and contingent liabilities (and,
where applicable, adjusted to comply with IFRS) are consistent with estimates
made prior to transition. In accordance with IFRS 1, the Group must define
accounting policies compliant with IFRS at its first reporting date and apply
these policies retrospectively to each period presented. IFRS 1 allows a number
of optional exemptions and also contains certain mandatory exceptions to this
principle in order to ease the transition requirements of first-time adoption.
The Group has applied the following exemptions available under IFRS 1:
-- The Group has applied IFRS 3 Business Combinations prospectively with effect
from the transition date. The effect of this decision is detailed in
paragraph (d) below.
-- Certain items of property, plant and equipment are carried under UK GAAP at
amounts based upon valuations. The Group has applied the exemption which
permits a first-time adopter to use a previous GAAP revaluation of an item
of property, plant and equipment as deemed cost. Consequently, there is no
adjustment to the previous carrying value under UK GAAP.
-- As permitted by IFRS 1 the Group has recognised all cumulative actuarial
gains and losses at the transition date for all employee benefit plans
falling within the scope of IAS 19 Employee Benefits. This means that the
net deficit on the Group's employee benefit plans will be included within
net assets at 1 April 2004.
-- The Group has applied the IFRS 1 exemption from the requirement for
retrospective application of IAS 21 The Effects of Changes in Foreign
Exchange Rates in respect of cumulative translation differences. This means
that the Group has elected not to classify any retained earnings arising
prior to 1 April 2004 within cumulative translation differences, which are,
therefore, deemed to be zero at the transition date.
-- The Group has applied the IFRS 1 exemption from the requirement to restate
its comparative information for the effects of adopting IAS 32 Financial
Instruments: Disclosure and Presentation, IAS 39 Financial Instruments:
Recognition and Measurement and IFRS 4 Insurance Contracts. The Group will
not restate comparative information at 1 April 2004 or for the year to 31
March 2005 for these standards.
-- As permitted under IFRS 1 and IFRS 2 Share-based Payment, the Group has made
no adjustment in either the income statement or balance sheet for share
option grants that occurred prior to 7 November 2002.
Key changes in accounting policies
The following notes highlight the main differences between UK GAAP and IFRS that
have a material effect on the financial statements of the Group. The full list
of the Group's accounting policies under IFRS will be included in the 2005
Annual Report.
(a) Share-based payment
Under UK GAAP, the Group recognised a charge in respect of employee share
options based on the difference between the exercise price of the option and the
market value of a Tate & Lyle share at the grant date. Accordingly, only grants
made under the Tate & Lyle 2003 Performance Share Plan attracted a charge under
UK GAAP, based on their intrinsic value. IFRS 2 requires the Group to recognise
a charge reflecting the fair value of all employee share options granted since 7
November 2002 that had not vested by the date of transition of 1 April 2004.
The UK GAAP charge for the year to 31 March 2005 totalled £2 million, reflecting
expense for two years of option grants. The impact of IFRS on profit before
taxation for the year to 31 March 2005 is an additional charge of £2 million
(six months to 30 September 2004 - additional charge of £1 million). In the year
to 31 March 2006, the IFRS charge will increase to reflect expense covering
three years of option grants.
Net assets increase by £3 million at 31 March 2005 (30 September 2004 - £1
million; 1 April 2004 - £nil million) reflecting the deferred taxation impact.
(b) Employee benefits
Tate & Lyle operates a number of pension and post-retirement healthcare schemes
and has both defined benefit and defined contribution plans. Under UK GAAP, the
Group accounted for these schemes in accordance with SSAP 24, which requires
that the expected cost be charged to the profit and loss account so as to accrue
cost over the service lives of employees on the basis of a constant percentage
of earnings.
Under IAS 19, the net surplus or deficit for each defined benefit scheme is
calculated based on the present value of the discounted obligation less the fair
value of the plan assets. The Group has elected to adopt early the amendment to
IAS 19 issued by the IASB on 16 December 2004, which allows all actuarial gains
and losses to be immediately charged or credited to equity through the statement
of recognised income and expense.
The charge to the income statement under IAS 19 comprises the current service
cost, interest cost on scheme liabilities, expected return on scheme assets,
past service cost and the impact of any settlements or curtailments.
The impact on profit before taxation for the year to 31 March 2005 is a credit
of £4 million (six months to 30 September 2004 - £2 million). Net assets at 31
March 2005 reduced by £117 million (30 September 2004 - £105 million; 1 April
2004 - £99 million). The impact on net assets reflects the reversal of
prepayments and liabilities previously reported under UK GAAP and recognition of
assets and liabilities measured in accordance with IFRS, including those of
joint ventures, adjusted for the impact of deferred taxation.
(c) Intangible assets
Research and development
Under UK GAAP, the Group expensed all research and development costs as
incurred. Under IFRS, the Group is required to capitalise development costs
where this expenditure meets the recognition criteria set out in IAS 38
Intangible Assets. Research costs continue to be expensed as incurred.
The capitalisation under IFRS of development costs expensed during the 2005
financial year under UK GAAP increased profit before taxation under IFRS by £1
million in the year to 31 March 2005 (six months to 30 September 2004 - £1
million). The charge in the year to 31 March 2005 under IFRS for the
amortisation of development costs capitalised in previous periods reduces profit
before taxation by £1 million compared to UK GAAP (six months to 30 September
2004 - £1 million). Overall, the impact on profit before tax in the year to 31
March 2005 is £nil million (six months to 30 September 2004 £nil million).
The impact on net assets under IFRS, reflecting the capitalisation of costs
previously expensed as incurred under UK GAAP, after adjusting for the impact of
deferred taxation, is an increase of £5 million at 31 March 2005 (30 September
2004 - £5 million; 1 April 2004 - £5 million).
Reclassification of capitalised software costs
Under UK GAAP, software assets were included as part of property, plant and
equipment, whereas under IFRS, unless they are integral to another fixed asset,
they are included as part of intangible assets. In the balance sheet, a
reclassification of £4 million from property, plant and equipment to intangible
assets was reflected under IFRS at 31 March 2005 (30 September 2004 - £4
million; 1 April 2004 - £4 million). There was no impact on either profit before
taxation or total net assets under IFRS.
The treatment of goodwill under IFRS is discussed in the following note.
(d) Business combinations
IFRS 3 Business Combinations introduces significant changes to the accounting
for acquisitions compared to UK GAAP. The international standard requires
recognition of all intangible assets that meet the IAS 38 recognition criteria.
Any goodwill arising from business combinations is not amortised under IAS 38,
but is subject to impairment tests annually or whenever there is an indication
of impairment. Negative goodwill is recognised immediately in the income
statement.
The requirement to cease amortising goodwill has the impact of increasing profit
before taxation by £9 million in the year to 31 March 2005 (six months to 30
September 2004 - £5 million). Net assets at 31 March 2005 increased by £9
million (30 September 2004 - £5 million; 1 April 2004 - £nil million).
IFRS 3 requires the Group to record inventories acquired in a business
combination at an amount equivalent to the selling price of those inventories,
less costs of disposal and a reasonable profit allowance for the subsequent
selling effort of the Group. UK GAAP requires acquired inventories to be
recorded at cost.
In the case of the sucralose realignment, this leads to the Group's acquired
inventory being valued at an amount £4 million higher under IFRS than under UK
GAAP, resulting in an increased charge under IFRS during both the year to 31
March 2005 and the six months to 30 September 2004 of £4 million. Net assets at
31 March 2005 reduced by £4 million (30 September 2004 - £4 million; 1 April
2004 - not applicable).
(e) Accounting for joint ventures
Under UK GAAP, the Group accounted for joint ventures using the gross equity
method, showing its share of joint venture turnover as part of total turnover,
and its share of operating profit separately on the face of the profit and loss
account. Under IFRS, the Group has elected to account for joint ventures using
proportionate consolidation, whereby its share of each of the assets,
liabilities, income and expenses is combined line by line with similar items in
the Group's financial statements.
While this change does not alter total net assets, it has a significant impact
on the classification of assets and liabilities within the Group's balance
sheet. Profit before taxation remains unchanged for all periods presented.
(f) Taxation
There is no difference in accounting for current taxation between UK GAAP and
IFRS.
In respect of deferred taxation, under UK GAAP, the Group recognised deferred
taxation only on timing differences that arose from the inclusion of gains and
losses in tax assessments in periods different from those in which they were
recognised in the financial statements.
Under IAS 12 Income Taxes, 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 financial statements. Deferred tax
assets are recognised to the extent that it is probable that future taxable
profit will be available against which the temporary differences can be
utilised.
Under UK GAAP, the Group elected to discount deferred tax as permitted by FRS
19. Discounting of deferred tax is not permitted under IFRS.
The impact on the taxation charge for the year to 31 March 2005 is a credit of
£2 million (six months to 30 September 2004 - £1 million) reflecting the
reversal of the discounting effect recognised under UK GAAP. Net assets at 31
March 2005 reduced by £29 million (30 September 2004 - £31 million; 1 April 2004
- £30 million), due to the reversal of the discounting effect recognised under
UK GAAP, as well as the recognition of deferred taxation in respect of the
unremitted earnings of certain overseas investments.
(g) Other
Events after the balance sheet date
Under UK GAAP, the Group recognised a provision for the dividend declared within
its financial statements. IFRS specifically states that dividends approved by
the relevant authority after the reporting date do not meet the definition of a
present obligation and should not therefore be recognised. The impact of this is
to increase net assets at 31 March 2005 by £65 million (30 September 2004 - £27
million; 1 April 2004 - £62 million).
Other
Other adjustments, relating to sundry reclassifications and remeasurements,
increase net assets by £6 million at 31 March 2005 (30 September 2004 - £5
million; 1 April 2004 - £5 million).
Financial instruments
There is currently no standard that comprehensively addresses accounting for
financial instruments under UK GAAP. As noted above, the Group has applied the
IFRS 1 exemption from the requirement to restate its comparative information for
the effects of adopting IAS 32 Financial Instruments: Disclosure and
Presentation, IAS 39 Financial Instruments: Recognition and Measurement and IFRS
4 Insurance Contracts. Therefore, the Group will adopt these standards with
effect from 1 April 2005. The Group distinguishes between financial instruments
held for trading purposes and those held for hedging purposes.
Under UK GAAP, trading instruments were marked to market using externally
derived market prices. Gains or losses were recognised immediately in the profit
and loss account.
The Group will continue to account for financial instruments held for trading
under IFRS on the same basis.
For hedging instruments, the Group applied a form of hedge accounting which
enabled changes in the market value of financial instruments to be matched in
the profit and loss account with recognition of the underlying hedged exposure.
Under IFRS, the Group will recognise all derivative financial instruments on the
balance sheet at inception at fair value. IAS 39 places significant restrictions
on the use of hedge accounting as specific designation and effectiveness
criteria must be satisfied.
The use of fair values in measuring derivative financial instruments may lead to
greater volatility in the Group's balance sheet. Since the Group may not achieve
hedge accounting for all instruments used for hedging purposes, the income
statement may become more volatile under IFRS.
Our European Food & Industrial Ingredients business operates a securitisation
programme under which it receives cash from selling amounts receivable from
customers. The facility of US$85 million (£45 million) was fully utilised at 31
March 2005. Under UK GAAP, the amounts received under this facility are linked
in presentation to the original amounts receivable. Under IAS 39, the amounts
received will be included in borrowings.
Proforma changes in Group net borrowings
The adoption of IFRS does not have any impact on the underlying cash flows of
the Group. However, the adoption is expected to lead to a number of recognition
and classification differences that are likely to impact the Group's reported
net borrowings. The following table summarises the anticipated effect of these
differences.
Proforma net debt at 1 April 2005 under IFRS £
million
Net debt at 31 March 2005 under UK GAAP 451
Net debt of joint ventures recognised under proportionate consolidation 20
-----------------------------
Net debt at 31 March 2005 under IFRS 471
Adjustments upon adoption of IAS 39:
Reclassification of receivables securitisation 45
-----------------------------
Net debt at 1 April 2005 under IFRS 516
=============================
Note: The fair value component of derivative financial instruments used to
modify the currency profile of the Group's borrowings will continue to be
classified within net debt.
TATE & LYLE
Consolidated Balance Sheets
prepared in accordance with IFRS
As at
As at As at 1 April
31 March 2005 30 September 2004 2004
£ million £ million £
million
Unaudited Unaudited Unaudited
------------------------------------------------------------------------------------------------------------------------
ASSETS
Non-current assets
Property, plant and equipment 1 262 1 266 1 195
Intangible assets 198 212 156
Investments in associates 3 3 3
Other non-current assets 29 37 42
------------------- ------------------- -----------------
1 492 1 518 1 396
------------------- ------------------- -----------------
Current Assets
Inventories 372 321 344
Trade and other receivables 418 418 351
Current asset investments 1 14 14
Cash and cash equivalents 384 130 157
------------------- ------------------- -----------------
1 175 883 866
------------------- ------------------- -----------------
TOTAL ASSETS 2 667 2 401 2 262
------------------- ------------------- -----------------
SHAREHOLDERS' EQUITY
Capital and reserves attributable to the Company's equity
holders:
Share capital and capital reserves 483 465 469
Other reserves 122 125 125
Retained earnings 351 315 300
------------------- ------------------- -----------------
956 905 894
Minority interest 29 30 27
------------------- ------------------- -----------------
TOTAL SHAREHOLDERS' EQUITY 985 935 921
------------------- ------------------- -----------------
LIABILITIES
Non-current liabilities
Trade and other payables 8 2 8
Borrowings 788 527 524
Deferred income tax liabilities 29 35 47
Retirement benefit obligations 244 245 242
Provisions for other liabilities and charges 118 115 69
------------------- ------------------- -----------------
1 187 924 890
------------------- ------------------- -----------------
Current Liabilities
Bank overdrafts 15 11 15
Trade and other payables 404 358 342
Current income tax liabilities 23 27 42
Borrowings 53 146 52
------------------- ------------------- -----------------
495 542 451
------------------- ------------------- -----------------
TOTAL LIABILITIES 1 682 1 466 1 341
------------------- ------------------- -----------------
------------------- ------------------- -----------------
TOTAL LIABILITIES AND EQUITY 2 667 2 401 2 262
------------------- ------------------- -----------------
The adjustments made to previously reported UK GAAP financial information are
explained on pages 35 to 40.
TATE & LYLE
Consolidated Income Statements
prepared in accordance with IFRS
Year to Six months to
31 March 30 September
2005 2004
£ million £
million
Unaudited Unaudited
------------------------------------------------------------------------------------------------------------------------
Sales 3 339 1 666
-------------------------- ---------------------
Operating profit 229 96
Share of net result of associates - -
Net finance cost (24) (13)
-------------------------- ---------------------
Profit before taxation 205 83
Taxation (51) (19)
-------------------------- ---------------------
Profit for the period 154 64
-------------------------- ---------------------
Attributable to:
Equity holders of the Company 150 61
Minority interest 4 3
-------------------------- ---------------------
154 64
-------------------------- ---------------------
Profit before tax, amortisation and UK GAAP exceptional items 254 128
-------------------------- ---------------------
Earnings per share expressed in pence per share
Basic 31.8p 12.9p
------------------------- -----------------------
Diluted 31.4p 12.9p
------------------------- -----------------------
Adjusted (a) 38.2p 18.9p
------------------------- -----------------------
(a) Before amortisation and UK GAAP exceptional items.
The adjustments made to previously reported UK GAAP financial information are
explained on pages 35 to 40.
TATE & LYLE
Consolidated Statement of Recognised Income and Expense
prepared in accordance with IFRS
Year to Six months to
31 March 30 September
2005 2004
£ million £
million
Unaudited Unaudited
------------------------------------------------------------------------------------------------------------------------
Profit for the period 154 64
Employee post-employment benefits:
- net actuarial losses on post-employment benefits plans (19) (7)
- deferred taxation recognised directly in equity 5 3
--------------------------- ----------------------
Total recognised income for the period 140 60
--------------------------- ----------------------
TATE & LYLE
Consolidated Statement of Changes in Equity
prepared in accordance with IFRS
Attributable
to the equity
holders of the
Company Minority interest Total equity
£ million £ million £
million
Unaudited Unaudited Unaudited
------------------------------------------------------------------------------------------------------------------------
Balance at 1 April 2004 894 27 921
Profit for the six months to 30 September 2004 61 3 64
Net actuarial losses on defined benefits obligations, net
of tax (4) - (4)
Net exchange adjustments, net of tax 22 1 23
Employee share option scheme:
- value of employee services 2 - 2
- deferred taxation recognised directly in equity 1 - 1
Ordinary shares acquired (7) - (7)
Deferred taxation on unremitted earnings (2) - (2)
Dividends paid (62) (1) (63)
--------------------- -------------------- ----------------
Balance at 30 September 2004 905 30 935
--------------------- -------------------- ----------------
Profit for the six months to 31 March 2005 89 1 90
Net actuarial losses on defined benefits obligations, net
of tax (10) - (10)
Net exchange adjustments, net of tax (20) (2) (22)
Employee share option scheme:
- value of employee services 2 - 2
- deferred taxation recognised directly in equity 1 - 1
Ordinary shares issued 15 - 15
Deferred taxation on unremitted earnings 1 - 1
Dividends paid (27) - (27)
--------------------- -------------------- ----------------
Balance at 31 March 2005 956 29 985
--------------------- -------------------- ----------------
The adjustments made to previously reported UK GAAP financial information are
explained on pages 35 to 40.
TATE & LYLE
Consolidated Cash Flow Statements
prepared in accordance with IFRS
Year to
31 March Six months to
2005 30 September 2004
£ million £
million
Unaudited Unaudited
------------------------------------------------------------------------------------------------------------------------
Cash flows from operating activities
Profit before taxation for the period 205 83
Adjustments for:
Depreciation and impairment losses 127 64
Amortisation 5 2
Cost of employee share scheme 4 2
Loss on sale of property, plant and equipment 6 2
Profit on sale of other non-current assets (16) (16)
Interest income (34) (6)
Interest expense 58 19
Changes in working capital (38) (40)
------------------------- ---------------------
Cash generated from operations 317 110
Interest paid (42) (12)
Income tax paid (84) (42)
------------------------- ---------------------
Net cash generated from operating activities 191 56
------------------------- ---------------------
Cash flows from investing activities
Proceeds on disposal of property, plant and equipment 4 3
Proceeds on disposal of non-current asset investments 21 22
Proceeds on disposal of current asset investments 13 -
Interest received 21 1
Acquisitions of subsidiaries, net of cash acquired (73) (74)
Purchases of property, plant and equipment (141) (63)
Purchases of other non-current assets (1) (1)
------------------------- ---------------------
Net cash flows used in investing activities (156) (112)
------------------------- ---------------------
Cash flows from financing activities
Proceeds from issuance of ordinary shares 11 1
Proceeds from borrowings 258 91
Cash paid to acquire own shares (1) (6)
Dividends paid to minority shareholders of subsidiaries (1) -
Dividends paid to the Company's equity holders (89) (62)
------------------------- ---------------------
Net cash flows from financing activities 178 24
------------------------- ---------------------
------------------------- ---------------------
Net increase/(decrease) in cash and cash equivalents 213 (32)
Cash and cash equivalents:
At beginning of period 157 157
Effect of changes in foreign exchange rates 14 5
------------------------- ---------------------
At end of period 384 130
------------------------- ---------------------
Cash and cash equivalents presented in accordance with IFRS include cash and
cash equivalents of joint ventures, accounted for under the proportionate
consolidation method, of £30 million at 31 March 2005 (30 September 2004 - £28
million; 1 April 2004 - £17 million), and exclude certain current asset
investments, as presented in the Group's UK GAAP disclosure of net debt (page
30), of £1 million at 31 March 2005 (30 September 2004 - £14 million; 1 April
2004 - £14 million).
TATE & LYLE
Reconciliations of UK GAAP financial information to IFRS
Consolidated Balance Sheet as at 1 April 2004
UK GAAP in Share- Business
IFRS based Employee Intangible combin- Joint
format payments benefits assets ations ventures Taxation Other IFRS
£
£
£ million £ million £ million £ million £ million £ million £ million million
million
Note (a) Note (b) Note (c) Note (d) Note (e) Note (f)Note (g)
------------------------------------------------------------------------------------------------------------------------
ASSETS
Non-current assets
Property, plant and equipment 1,062 - - (4) - 130 - 7 1 195
Intangible assets 136 - - 11 - 9 - - 156
Investments in associates 3 - - - - - - - 3
Investments in joint ventures 194 - - - - (194) - - -
Other non-current assets 57 - (31) - - 16 - - 42
-----------------------------------------------------------------------------------------
1,452 - (31) 7 - (39) - 7 1 396
-----------------------------------------------------------------------------------------
Current assets
Inventories 273 - - - - 72 - (1) 344
Trade and other receivables 299 - - - - 52 - - 351
Current asset investments 112 - - - - - - (98) 14
Cash and cash equivalents 42 - - - - 17 - 98 157
-----------------------------------------------------------------------------------------
726 - - - - 141 - (1) 866
-----------------------------------------------------------------------------------------
TOTAL ASSETS 2,178 - (31) 7 - 102 - 6 2 262
-----------------------------------------------------------------------------------------
SHAREHOLDERS' EQUITY
Capital and reserves
attributable to the Company's
equity holders:
Share capital and capital
reserves 468 1 - - - - - - 469
Other reserves 118 - - - - - - 7 125
Retained earnings 365 (1) (99) 5 - - (30) 60 300
-----------------------------------------------------------------------------------------
951 - (99) 5 - - (30) 67 894
Minority interest 27 - - - - - - - 27
-----------------------------------------------------------------------------------------
TOTAL SHAREHOLDERS' EQUITY 978 - (99) 5 - - (30) 67 921
-----------------------------------------------------------------------------------------
LIABILITIES
Non-current liabilities
Trade and other payables 5 - - - - 3 - - 8
Borrowings 512 - - - - 12 - - 524
Deferred income tax liabilities 65 - (52) 2 - 2 30 - 47
Retirement benefit obligations 121 - 120 - - 1 - - 242
Provisions for other
liabilities and charges 60 - - - - 9 - - 69
-----------------------------------------------------------------------------------------
763 - 68 2 - 27 30 - 890
-----------------------------------------------------------------------------------------
Current liabilities
Bank overdrafts 5 - - - - 10 - - 15
Trade and other payables 370 - - - - 33 - (61) 342
Current income tax liabilities 37 - - - - 5 - - 42
Borrowings 25 - - - - 27 - - 52
-----------------------------------------------------------------------------------------
437 - - - - 75 - (61) 451
-----------------------------------------------------------------------------------------
TOTAL LIABILITIES 1,200 - 68 2 - 102 30 (61) 1 341
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
TOTAL LIABILITIES AND EQUITY 2,178 - (31) 7 - 102 - 6 2 262
-----------------------------------------------------------------------------------------
TATE & LYLE
Reconciliations of UK GAAP financial information to IFRS
Consolidated Balance Sheet as at 30 September 2004
UK GAAP in Share- Business
IFRS based Employee Intangible combin- Joint
format payments Benefits assets ations ventures Taxation Other IFRS
£
£
£ million£ million £ million £ million £ million £ million £ million million
million
Note (a) Note (b) Note (c) Note (d) Note (e) Note (f)Note (g)
-----------------------------------------------------------------------------------------
ASSETS
Non-current assets
Property, plant and equipment 1 128 - - (4) - 135 - 7 1 266
Intangible assets 191 - - 11 1 9 - - 212
Investments in associates 2 - - - - 1 - - 3
Investments in joint ventures 197 - - - - (197) - - -
Other non-current assets 72 - (50) - - 15 - - 37
-----------------------------------------------------------------------------------------
1 590 - (50) 7 1 (37) - 7 1 518
-----------------------------------------------------------------------------------------
Current assets
Inventories 275 - - - - 47 - (1) 321
Trade and other receivables 360 - - - - 58 - - 418
Current asset investments 14 - - - - - - - 14
Cash and cash equivalents 102 - - - - 28 - - 130
-----------------------------------------------------------------------------------------
751 - - - - 133 - (1) 883
-----------------------------------------------------------------------------------------
TOTAL ASSETS 2 341 - (50) 7 1 96 - 6 2 401
-----------------------------------------------------------------------------------------
SHAREHOLDERS' EQUITY
Capital and reserves
attributable to the Company's
equity holders:
Share capital and capital
reserves 463 2 - - - - - - 465
Other reserves 118 - - - - - - 7 125
Retained earnings 421 (1) (105) 5 1 - (31) 25 315
-----------------------------------------------------------------------------------------
1 002 1 (105) 5 1 - (31) 32 905
Minority interest 30 - - - - - - - 30
-----------------------------------------------------------------------------------------
TOTAL SHAREHOLDERS' EQUITY 1 032 1 (105) 5 1 - (31) 32 935
-----------------------------------------------------------------------------------------
LIABILITIES
Non-current liabilities
Trade and other payables 1 - - - - 1 - - 2
Borrowings 523 - - - - 4 - - 527
Deferred income tax liabilities 53 (1) (53) 2 - 3 31 - 35
Retirement benefit obligations 134 - 108 - - 3 - - 245
Provisions for other
liabilities and charges 108 - - - - 7 - - 115
-----------------------------------------------------------------------------------------
819 (1) 55 2 - 18 31 - 924
-----------------------------------------------------------------------------------------
Current liabilities
Bank overdrafts 5 - - - - 6 - - 11
Trade and other payables 347 - - - - 37 - (26) 358
Current income tax liabilities 20 - - - - 7 - - 27
Borrowings 118 - - - - 28 - - 146
-----------------------------------------------------------------------------------------
490 - - - - 78 - (26) 542
-----------------------------------------------------------------------------------------
TOTAL LIABILITIES 1 309 (1) 55 2 - 96 31 (26) 1 466
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
TOTAL LIABILITIES AND EQUITY 2 341 - (50) 7 1 96 - 6 2 401
-----------------------------------------------------------------------------------------
TATE & LYLE
Reconciliations of UK GAAP financial information to IFRS
Consolidated Balance Sheet as at 31 March 2005
UK GAAP in Share- Business
IFRS based Employee Intangible combin- Joint
format payments Benefits assets ations Ventures Taxation Other IFRS
£
£
£ million £ million £ million £ million £ million £ million £ million million
million
Note (a) Note (b) Note (c) Note (d) Note (e) Note (f)Note (g)
------------------------------------------------------------------------------------------
ASSETS
Non-current assets
Property, plant and equipment 1 111 - - (4) - 148 - 7 1 262
Intangible assets 173 - - 11 5 9 - - 198
Investments in associates 2 - - - - 1 - - 3
Investments in joint ventures 211 - - - - (211) - - -
Other non-current assets 76 - (51) - - 4 - - 29
------------------------------------------------------------------------------------------
1 573 - (51) 7 5 (49) - 7 1 492
------------------------------------------------------------------------------------------
Current assets
Inventories 288 - - - - 85 - (1) 372
Trade and other receivables 361 - - - - 56 - 1 418
Current asset investments 296 - - - - - - (295) 1
Cash and cash equivalents 59 - - - - 30 - 295 384
------------------------------------------------------------------------------------------
1 004 - - - - 171 - - 1 175
------------------------------------------------------------------------------------------
TOTAL ASSETS 2 577 - (51) 7 5 122 - 7 2 667
------------------------------------------------------------------------------------------
SHAREHOLDERS' EQUITY
Capital and reserves
attributable to the Company's
equity holders:
Share capital and capital
reserves 478 5 - - - - - - 483
Other reserves 115 - - - - - - 7 122
Retained earnings 425 (2) (117) 5 5 - (29) 64 351
------------------------------------------------------------------------------------------
1 018 3 (117) 5 5 - (29) 71 956
Minority interest 29 - - - - - - - 29
------------------------------------------------------------------------------------------
TOTAL SHAREHOLDERS' EQUITY 1 047 3 (117) 5 5 - (29) 71 985
------------------------------------------------------------------------------------------
LIABILITIES
Non-current liabilities
Trade and other payables 8 - - - - - - - 8
Borrowings 783 - - - - 5 - - 788
Deferred income tax
liabilities 53 (3) (58) 2 - 6 29 - 29
Retirement benefit obligations 116 - 124 - - 4 - - 244
Provisions for other
liabilities and charges 112 - - - - 7 - (1) 118
------------------------------------------------------------------------------------------
1 072 (3) 66 2 - 22 29 (1) 1 187
------------------------------------------------------------------------------------------
Current liabilities
Bank overdrafts 4 - - - - 11 - - 15
Trade and other payables 416 - - - - 51 - (63) 404
Current income tax liabilities 19 - - - - 4 - - 23
Borrowings 19 - - - - 34 - - 53
------------------------------------------------------------------------------------------
458 - - - - 100 - (63) 495
------------------------------------------------------------------------------------------
TOTAL LIABILITIES 1 530 (3) 66 2 - 122 29 (64) 1 682
------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND EQUITY 2 577 - (51) 7 5 122 - 7 2 667
------------------------------------------------------------------------------------------
TATE & LYLE
Reconciliations of UK GAAP financial information to IFRS
Consolidated Income Statement for the six months to 30 September 2004
UK GAAP in Share- Business
IFRS based Employee Intangible Combin- Joint
format payments benefits assets ations ventures Taxation Other IFRS
£
£ million £ million £ million £ million £ million £ million £ million £ million
million
Note (a) Note (b) Note (c) Note (d) Note (e) Note (f) Note (g)
------------------------------------------------------------------------------------------
Sales 1 504 - - - - 162 - - 1 666
------------------------------------------------------------------------------------------
Operating Profit 73 (1) 3 - 1 20 - - 96
Share of net result of
associates and joint ventures 20 - - - - (20) - - -
Net finance cost (12) - (1) - - - - - (13)
------------------------------------------------------------------------------------------
Profit before tax 81 (1) 2 - 1 - - - 83
Income tax expense (20) 1 (1) - - - 1 - (19)
------------------------------------------------------------------------------------------
Profit for the period 61 - 1 - 1 - 1 - 64
------------------------------------------------------------------------------------------
Attributable to:
Equity holders of the Company 58 - 1 - 1 - 1 - 61
Minority interest 3 - - - - - - - 3
------------------------------------------------------------------------------------------
61 - 1 - 1 - 1 - 64
------------------------------------------------------------------------------------------
Profit before tax,
amortisation and UK GAAP
exceptional items 130 (1) 2 1 (4) - - - 128
------------------------------------------------------------------------------------------
Earnings per share expressed in pence per share
Basic 12.3 - 0.2 - 0.2 - 0.2 - 12.9
Diluted 12.3 - 0.2 - 0.2 - 0.2 - 12.9
Adjusted (a) 19.1 - 0.2 0.2 (0.8) - 0.2 - 18.9
(a) Before amortisation and UK GAAP exceptional items.
TATE & LYLE
Reconciliations of UK GAAP financial information to IFRS
Consolidated Income Statement for the year to 31 March 2005
UK GAAP Share- Business
in IFRS based Employee Intangible combin- Joint
format payments Benefits assets ations Ventures Taxation Other IFRS
£
£
£ million £ million £ million £ million £ million £ million £ million million
million
Note (a) Note (b) Note (c) Note(d) Note (e) Note (f) Note (g)
-----------------------------------------------------------------------------------------
Sales 3 001 - - - - 338 - - 3 339
-----------------------------------------------------------------------------------------
Operating Profit 181 (2) 6 - 5 38 - 1 229
Share of net result of
associates
and joint ventures 38 - - - - (38) - - -
Net finance cost (22) - (2) - - - - (24)
-----------------------------------------------------------------------------------------
Profit before tax 197 (2) 4 - 5 - - 1 205
Income tax expense (53) 1 (1) - - - 2 - (51)
-----------------------------------------------------------------------------------------
Profit for the year 144 (1) 3 - 5 - 2 1 154
-----------------------------------------------------------------------------------------
Attributable to:
Equity holders of the Company 140 (1) 3 - 5 - 2 1 150
Minority interest 4 - - - - - - - 4
-----------------------------------------------------------------------------------------
144 (1) 3 - 5 - 2 1 154
-----------------------------------------------------------------------------------------
Profit before tax, amortisation
and UK GAAP exceptional items 255 (2) 4 1 (4) - - - 254
-----------------------------------------------------------------------------------------
Earnings per share expressed in pence per share
Basic 29.7 (0.2) 0.6 - 1.1 - 0.4 0.2 31.8
Diluted 29.4 (0.2) 0.6 - 1.0 - 0.4 0.2 31.4
Adjusted (a) 38.0 (0.2) 0.6 0.2 (0.8) - 0.4 - 38.2
(a) Before amortisation and UK GAAP exceptional items.