Final Results
Associated British Foods PLC
07 November 2006
7 November 2006
Associated British Foods plc preliminary results for year ended
16 September 2006
A resilient performance and a year of significant investment.
Financial Highlights
• Adjusted operating profit up 1% to £561m*
• Group revenue up 7% to £6.0bn
• Adjusted profit before tax down 4% to £559m **
• Adjusted earnings per share down 3% to 50.9p **
• Dividends per share up 4% to 18.75p
• Investment in capital expenditure and acquisitions of £760m
• Net debt of £298m
• Operating profit down 21% to £413m, profit before tax down 20% to £419m
and basic earnings per share down 21% to 38.1p after exceptional charge for
reorganisation of British Sugar of £97m.
George Weston, Chief Executive of Associated British Foods, said:
'This year's performance demonstrates the resilience of the group in the face of
a steep increase in energy costs and the profit impact of EU sugar regime
reform. We have taken major steps in the development of our businesses this
year. In particular, British Sugar and Primark have emerged stronger and better
positioned.'
* before amortisation of intangibles, profits less losses on the sale
of PP&E and exceptional items.
** before amortisation of intangibles, profits less losses on sale of PP&
E, profits less losses on the sale and closure of businesses and
exceptional items.
All figures stated after amortisation of intangibles, profits less losses on the
sale of PP&E and losses on the sale and closure of businesses are shown on the
face of the consolidated income statement.
For further information please contact:
Associated British Foods:
Until 1500 only
George Weston, Chief Executive Geoff Lancaster, Head of External Affairs
John Bason, Finance Director Mobile: 07860 562 659
Tel: 020 7638 9571
Jonathan Clare/Chris Barrie/Sara Batchelor, Citigate Dewe Rogerson
Tel: 020 7638 9571
After 1500
John Bason, Finance Director
Tel: 020 7399 6500
Notes to Editors
1. Associated British Foods is a diversified international food,
ingredients and retail group with sales of £6.0 billion and 75,000 employees in
46 countries.
Our aim is to achieve strong, sustainable leadership positions in markets that
offer potential for profitable growth. We look to achieve this through a
combination of growth of existing businesses, acquisition of complementary new
businesses and achievement of high levels of operating efficiency.
2. ABF has strong positions in the markets in which it operates:
Sugar ABF is the second largest sugar producer in the world. British Sugar is
Europe's most efficient producer and the sole processor of the UK sugar beet
crop. It has adapted to the structural changes in world sugar production and
has strong positions in Poland and China. Illovo is the largest sugar
producer in Africa and one of the world's leading low cost producers.
Retail Primark is a major value clothing retail group employing over 18,000 people.
It operates 143 stores in the UK, Ireland and Spain.
International hot beverages Twinings is the world's leader in speciality teas and infusions. It has
manufacturing in Europe and China. Ovaltine is the largest producer of
malt-based beverages in Europe and Thailand with manufacturing also in
Philippines and China.
North America Grocery We have built up a strong portfolio of famous grocery brands in the Americas.
Mazola is the leading corn oil in the US and Capullo the leading premium
canola oil in Mexico. We have strong positions also in herbs & spices,
sauces, corn syrup, starch and yeast.
Ingredients AB Mauri has a global presence in bakers' yeast with, with significant market
positions in the Americas, Europe and Asia. It is also a technology leader
in bakery ingredients. It operates from 42 plants in 25 countries. . ABF
Ingredients comprises businesses operating in speciality proteins, enzymes,
lipid technologies and polyols.
3. We continue to invest strongly in the future growth of the group. The net
expenditure in the year of £760m includes an acquisition spend of £496m,
which is mainly the 51% share in Illovo Sugar Limited, £221m on the
acquisition and fit out of new stores for Primark and £224m spend in the
existing businesses. £181m proceeds were received from the sale of
properties and fixed assets.
CHAIRMAN'S STATEMENT
The past year has seen major long term developments for the group the most
important of which have been in our two largest businesses. The sugar
operations are being radically reshaped and the extensive programme of new
Primark store openings is now approaching completion.
Overall adjusted group operating profits were marginally ahead of last year.
There were very satisfactory advances in several businesses which were offset by
the £34m impact of sugar regime reform and a £64m increase in energy costs, most
of which could not be recovered in pricing.
Developments
British Sugar has responded to the fundamental changes in the EU sugar regime
with a number of significant initiatives to reposition the business for growth.
Within the EU it has announced a rationalisation of its UK factories and has
restructured its operations in Poland. Furthermore, it has confirmed its
intention to purchase additional quota with the result that more sugar will be
produced by fewer factories in the future. The acquisition of 51% of the
southern Africa based company, Illovo Sugar Limited, provides a new platform for
growth, based on low cost operations in developing markets. From 2008/9 it will
be able to sell into the EU market taking advantage of the Least Developed
Countries (LDC) status. Finally, a collaboration with BP and DuPont has been
announced to develop biofuels in the UK.
The consequence of this reshaping is that, after the transition to the new EU
regime, we will have a sustainable base of production in the EU which, together
with LDC sales into the EU, will take our potential scale in Europe to 2 million
tonnes. Our total production capacity will be around 4 million tonnes, one
third in Europe and two thirds in southern Africa and China.
Over the 18 months from September 2005 to March 2007 Primark will have taken its
selling space from 2.5 million sq ft to 4.3 million sq ft, an increase of over
70%. The major part of this increase comes from the conversion of former
Littlewoods stores to the Primark format. The rollout of the stores which began
in May this year is continuing on schedule. Primark now has a vastly improved
coverage in its main markets, although opportunities remain for further
profitable development.
Trading
Primark delivered a strong trading performance with a major increase in retail
selling space and 3% like-for-like sales growth. This was achieved while coping
with the impact of the fire which destroyed the UK warehouse a year ago and
managing the significant expansion programme. As expected, results in the yeast
and bakery ingredients business, AB Mauri, moved sharply ahead after the initial
year of consolidation following its acquisition. There were also good results
in many of the grocery businesses in the UK, particularly Twinings Ovaltine, and
ACH in North America.
We are now well into the transition from the old sugar regime to the new and
there was a big impact on prices as producers positioned themselves for the new
structure. The combination of lower prices and higher energy costs resulted in
sharply reduced European profits. The income statement includes an exceptional
charge of £97m for the cost of restructuring British Sugar's UK production.
Trading at Allied Bakeries continued to be unsatisfactory with lower volumes,
and profit fell as a result.
Building on the substantial investment of £1.5bn in acquisitions and fixed
assets last year, the group has invested a further net £760m this year on
capital expenditure in the existing businesses, including the purchase and fit
out of new stores for Primark, and on the acquisition of the stake in Illovo as
well as other smaller businesses. We financed this investment from our own
resources and at the end of the financial year the group had net debt of £298m.
The combination of the group's ability to generate cash and the very low level
of gearing at the year end provides the group with the ability to back further
investment in our businesses as appropriate opportunities occur.
As a result of the heavy investment of the past two years, the group now has a
net interest bill and adjusted profits before tax fell by 4%. Adjusted earnings
per share fell by 3% from 52.5p to 50.9p. In the circumstances, I believe this
was a satisfactory performance.
Board changes
On 1 November 2006, Michael Jay and Javier Ferran were appointed to the board.
Lord Jay's career has been in public service, culminating in his role as
Permanent Under Secretary at the Foreign and Commonwealth Office from 2002 to
2006 and British Ambassador to France from 1996 to 2001.
Mr Ferran is a partner in Lion Capital LLP. He was previously with the Bacardi
Group for many years, latterly as President and Chief Executive. Among their
many other attributes, both Lord Jay and Mr Ferran have extensive international
experience. I am confident that both will make valuable contributions to the
board.
Employees
At the end of the year the group employed 75,000 people in 46 countries. They
have faced the demanding trading conditions in the group's markets and reacted
with resourcefulness and determination. I am grateful to them all for their
efforts to maximise the group's results. I would also particularly like to
welcome all those in Illovo, who account for 27,000 of the people now working in
the ABF group.
Dividends
Although adjusted earnings per share are 3% down this year, the directors have
confidence in the future growth of the business and have proposed an increase of
4% in the dividend for the year. A final dividend of 12.5p is proposed to be
paid on 12 January 2007 to shareholders on the register on 1 December 2006.
Together with the interim dividend of 6.25p already paid, this will make a total
of 18.75p for the year.
Outlook
Most of our businesses continue to trade well and expect positive developments
in their results. The profitability of the European sugar businesses will be
further affected by the consequences of the EU sugar regime reform.
The phase of exceptionally rapid growth in Primark's floor space will be
completed early in 2007. The extra space will fuel sales and profit growth.
This will occur not just in the current year but as trading develops at the new
stores over a period of time.
Looking beyond the current year, the developments referred to earlier in our two
major businesses give a strong basis for future progress. We will continue to
back our other businesses with appropriate levels of investment. The group is
well placed for the longer term.
Martin Adamson
Chairman
OPERATING REVIEW
Group revenue increased by 7% to £6.0bn and adjusted operating profit increased
by 1% to £561m.
This has been a year of resilient performance and significant investment for the
group. The reform of the EU sugar regime has been anticipated for many years
but there has been uncertainty as to the timing and extent of the impact. This
year we estimate the profit impact at £34m with a further £21m for energy cost
increases within British Sugar which we were unable to recover through pricing
because of the trading environment. This substantial impact was more severe and
earlier than we had expected.
Many businesses delivered excellent growth in the period. Notably these
included Primark, from a combination of like-for-like sales growth and an
extensive programme of new store openings and extensions, continued organic
growth in Twinings and Ovaltine and strong trading from AB Mauri which is now
performing well after its acquisition two years ago.
It has been a very disappointing year for Allied Bakeries with revenue declines
in both Kingsmill and own label and profitability has sharply reduced. The new
management team has developed detailed plans for the reinvigoration of the
brand. With the need for brand investment, no immediate improvements in
profitability should be expected next year.
In Australia the problems in commissioning the new Sydney bakery have been
largely overcome in the second half of this year. This is a state-of-the-art
bakery and we can look forward to having the capacity to supply the New South
Wales market with quality products with much improved customer service. It is
also encouraging to see the improvement in profitability of the meat & dairy
business in Australia after two difficult years that saw the consolidation of
production facilities and challenging trading issues. Further improvements in
efficiency are planned for the coming year.
The shape of ABF has changed considerably over recent years, and the acquisition
of Illovo in September this year will further transform our sugar operations
from a very UK centric business only a few years ago to what is now the second
largest sugar producer in the world. ABF now operates in 46 countries and has
built critical mass in a number of businesses through acquisition and organic
growth. We have strengthened our positions in international hot beverages and
branded grocery, taken a leading position in global yeast production and firmly
established Primark as a major clothing retailer in the UK and Ireland. It is
this strength in depth, combined with a wider geographic spread, that provides
the group with the ability to absorb economic challenges and still deliver a
resilient performance.
That said, the structural reform of the EU sugar regime has such a major impact
on the profits of European producers that a fundamental change to British Sugar
is required if it is to continue to compete effectively. We have announced the
closure of two of our six UK factories at the end of the forthcoming campaign
and the intention to purchase additional quota that will become available from
the regime reform. This will reinforce British Sugar's position as the lowest
cost beet sugar producer in the EU. Illovo will benefit from these regime
changes from 2009 when the EU market will be opened to producers in Least
Developed Countries.
Primark's expansion programme has progressed well with the opening of 27 stores
during the year. This increased our retail selling space by 40% to 3.5 million
sq ft and included the opening of our first store in Spain. It would have been
very easy for an expansion programme of this scale to have absorbed management
to the detriment of the day-to-day business. It is therefore to the credit of
the management team that, despite this considerable distraction, good
like-for-like sales growth was achieved when many competitors on the high street
found trading difficult. This was all the more impressive given the severe
disruption caused by the fire that completely destroyed the main UK warehouse
and is testament to the dedication of the Primark workforce.
The Chairman has mentioned the contribution our people have made during the year
and I endorse his comments. Our expansion into southern Africa through Illovo
has added 27,000 people to the group. In recognition of its interdependence
with the communities in which it operates, Illovo provides and co-ordinates a
wide range of social programmes focusing on basic needs such as the provision of
water and sanitation, healthcare, education delivery and involvement in
community outreach programmes. Illovo also provides considerable training and
support to farmers in order to promote sustainable agriculture and economic
development activities.
PRIMARY FOOD & AGRICULTURE
Primary Food 2006 2005
Revenue £m 671 700
Adjusted operating profit £m 115 166
Agriculture 2006 2005
Revenue £m 631 735
Adjusted operating profit £m 16 20
In Primary Food, the sharp decline in profit from £166m to £115m is attributable
to the EU operations of British Sugar. The imbalances in supply and demand
within the EU sugar market and changes in producer behaviour in anticipation of
the new regime resulted in price pressure in the first half of the year. The
impact in the second half was in line with our expectations. In addition,
profit was reduced by a weaker euro and significantly higher energy costs,
particularly gas prices in the UK. The impact on the business of the changes to
the EU sugar regime is estimated at £26m, excluding Silver Spoon, with a further
impact of £21m for unrecovered energy cost increases.
This year's processing campaigns were excellent with sugar production of 1.34
million tonnes in the UK and 206,000 tonnes in Poland. A number of production
records were set covering productivity, sugar yields and energy usage. Our
Chinese cane sugar operations performed well in their first campaign following
the expansion of the Shibie and WuXuan factories. Capacity is now more than
half a million tonnes although the factories have produced substantially below
this level this year because of the much reduced cane crop following severe
drought earlier in the year. The profit impact of this was, however, largely
mitigated by higher sugar prices.
In July the European sugar industry commenced the implementation of the EU
Commission's reform of the EU sugar regime. These changes will result in the
progressive withdrawal of institutional price support and marginal producers
will be encouraged to exit the sector, not only to reduce surplus production,
but to create a deficit in local production. This deficit is aimed at providing
import opportunities by 2009 for Least Developed Countries (LDCs). During the
transition period, the impact of these changes and continued imbalances in
supply and demand can be expected to continue to affect the profit at British
Sugar. In anticipation of a difficult transition, the Commission has imposed a
2.5 million tonne transitional quota cut for 2006/7 which equates to 133,000
tonnes for British Sugar in the UK and 20,000 tonnes for Poland. This is higher
than the temporary quota cut imposed in 2005/6. The Commission also confirmed
that the restructuring levy, the means by which a fund is established to
compensate processors who exit, of €126 per tonne will be based on the full
permanent quota. A number of European processors have already taken the option
to withdraw, reducing quota production for sugar and inulin by 1.5 million
tonnes for the 2006/7 campaign. Decisions on renunciation for the 2007/8
campaign are expected to be made by other EU processors by Spring 2007. There
is a possibility that the Commission's target of a further 3 million tonnes
reduction will not be met. In these circumstances, the Commission has reserved
the right, in the new regulations, to impose permanent pro rata quota cuts.
Next year, sugar supply in the EU will be substantially lower as a consequence
of a likely smaller crop and the temporary quota cut already announced by the EU
commission. The smaller crop in the UK is, however, still expected to meet
quota, including additional quota to be purchased.
British Sugar has announced a number of developments which reposition the
group's sugar businesses for the future.
The York and Allscott beet sugar factories will close after the end of the 2006/
7 campaign and processing will be consolidated at the four remaining factories
in the UK. British Sugar has confirmed its intention to purchase the 83,000
tonnes of additional sugar quota available in the UK as a result of regime
reform. As a result, we will produce more sugar from four factories than we
currently produce from six. These developments follow the consolidation of
British Sugar's Polish operations into two factories last year and the
application to acquire 11,000 tonnes of additional sugar quota available in
Poland. Together these will reinforce British Sugar's position as the lowest
cost processor in the EU beet sugar industry.
An exceptional charge of £97m has been included in the consolidated income
statement comprising £64m of asset write-down and £33m of estimated cash costs
associated with the reorganisation. This charge has been excluded from the
calculation of adjusted earnings. The investment in additional quota in the UK
and Poland is expected to cost £47m dependent on the success in securing the
targeted volumes. This cost will be capitalised and amortised over nine years.
On 4 September 2006 we completed the acquisition of a 51% interest in Illovo
Sugar Limited, the largest sugar producer in Africa and one of the world's
leading low-cost producers, for a cash consideration of £288m. It is the
leading producer in South Africa, Malawi, Zambia, Swaziland and Tanzania and has
a strong and growing presence in Mozambique. It produced 1.9 million tonnes of
sugar in 2005/6 and has identified development programmes to expand this
capacity substantially.
ABF will support Illovo's stated plans for capacity expansion and development in
its African markets. It is expected that Illovo will benefit from the
application of British Sugar's proven expertise in improvement in operational
efficiency, co-product development, marketing and product innovation. In turn,
British Sugar's Chinese cane sugar operations will benefit from Illovo's
agricultural expertise.
The changes to the EU sugar regime will provide free access for exports to the
EU from LDCs from 2009. The LDC classification includes Malawi, Zambia,
Tanzania and Mozambique. British Sugar will provide an efficient route to
market for these exports from Illovo.
In the first full year after acquisition the operating profit return is expected
to meet ABF's cost of capital, and will be earnings enhancing. As a result of
this acquisition, two-thirds of the group's sugar production next year is
expected to be outside the EU. The combination of British Sugar and Illovo will
create a powerful partnership in Africa and Europe.
In June, we announced a collaboration with BP and DuPont to produce biofuels in
the UK. Construction has already started on a production facility at
Wissington, and the 55,000 tonne, 70 million litre, unit is expected to commence
operations in 2007. Discussions are continuing to develop detailed plans for
further production facilities.
This has been another challenging year for Agriculture. Revenue fell by £104m
to £631m reflecting the sale, in April last year, of the grain trading business,
Allied Grain, into Frontier, a joint venture with Cargill. Profit at £16m was
below last year reflecting the impact of avian influenza and higher energy
costs. Good progress was made in the targeted growth sectors of feed
micro-ingredients, speciality feeds and the animal feed business in China.
The UK feeds business benefited from a restructuring to provide a better
alignment with customer needs. Frontier traded very well in its first full year
of operation and cost savings have been achieved ahead of the original business
plan for the joint venture.
In China, the opening of the new feed mill in South Henan in April brought the
number of mills to six. China is the world's biggest pig producer and Henan is
the country's second largest pig producing province. We have had a strong
presence in North Henan since 2002 and the new mill will enable further
expansion. A new mill is being constructed in the North East of China and
should begin production by the New Year. Avian influenza had a major, direct
impact on our China business, where delayed restocking on poultry farms reduced
the demand for animal feeds.
RETAIL
2006 2005
Primark
Revenue £m 1,168 989
Adjusted operating profit £m 166 141
Littlewoods
Revenue £m 141 17
Adjusted operating profit £m 19 (1)
Primark again delivered very strong revenue and profit growth, both increasing
by 18% to £1,168m and £166m respectively.
The revenue increase resulted from 3% growth in like-for-like sales and a
substantial increase in retail selling space. Like-for-like growth was 6% in
the first half of the year. However, it was flat in the second half after the
exceptionally strong 12% increase in the same period last year.
Retail selling space increased by 40% over the year from 2.5 million sq ft to
3.5 million sq ft. Much of this space was added towards the end of the
financial year and the increase in the weighted average floor space for this
year over last was 17%. In total 27 stores were opened during the year and,
following the closure of six smaller stores, Primark was trading from 143 stores
at the year end.
The first store in Spain, at Plenilunio outside Madrid, was opened in May and
this has been followed by a store in Murcia after the year end. Both stores are
trading satisfactorily.
New store openings:
Ayr Glasgow (Argyle Street) Nottingham
Bradford Harlow Oxford
Bromley Hull Portsmouth
Cardiff Lakeside Thurrock Preston
Croydon Leeds Southend
Darlington Leicester Southport
Dundalk Luton Sutton
Exeter Maidstone Swansea
Gateshead (Metro) Mansfield Plenilunio (Madrid)
Stores closed:
Bristol (compulsory purchase) Cardiff (resite) Southend (resite)
Bromley (resite) Darlington (resite) Swansea (resite)
The major programme for the refit and opening of the former Littlewoods stores
is on schedule and 18 of the 41 stores were open at the financial year end. Of
the 79 stores not required, 69 have either been sold or are under offer and
proceeds of £144m have been received. Negotiations for the sale of the
remainder are continuing.
The Primark trading performance is remarkable given the disruption caused by the
fire which destroyed the main UK warehouse last November. Swift action by the
management team mitigated the potentially disastrous effect on the supply of
stock to the stores. Deliveries to stores were restocked after 48 hours and a
temporary warehouse was quickly replenished with specially arranged deliveries
from suppliers. The stock loss, additional costs of working and business
interruption were insured and most of the cash for the stock loss and additional
costs of working has been received. However, an element of the claim was
self-insured and the profit for the year includes a charge for this. The
warehouse operation is being transferred to the rebuilt warehouse.
Primark was accepted as a member of the Ethical Trading Initiative (ETI) in May.
The ETI is an alliance of companies, trade unions and non-profit organisations
that aims to promote respect for the rights of people in factories and farms
worldwide. As a member of the ETI, Primark has committed to monitoring and
progressively improving working conditions in the factories that supply
Primark's products.
The Littlewoods retail business, acquired in July 2005, was very successfully
traded out and finally closed in January. The profit from this trade out was
£19m and was well ahead of our expectation at the time of the acquisition.
The principal driver of sales and profit growth in 2007 will be the additional
floor space although the higher depreciation charge associated with the
investment in the new stores will have a detrimental effect on operating profit
margins. The like-for-like sales growth measure will become of limited use as a
guide to the performance of Primark over the next year or so as this rapid
expansion of selling space takes place. This measure excludes new and extended
stores for their first year of trading and will only therefore cover trading in
less than half of the selling space at the next half year. Furthermore, we
would expect that the opening of so much space will inevitably affect sales in
some of our existing stores. Many of these existing stores currently have very
high sales densities and this development is seen as positive. At the half year
we will show the existing like-for-like measure and one adjusted to exclude
stores affected by new openings.
For the coming year, it is expected that all the remaining former Littlewoods
stores will be opened with a further 18 trading by Christmas and the remaining
five in 2007. A 70,000 sq ft store is planned to open in Oxford Street, London
in Spring 2007. We anticipate a year-on-year increase in the weighted average
floor space of some 45% and, with a year end total of 4.5 million sq ft of
selling space, Primark's position as a major fashion retailer in the high
streets of the UK and Ireland will be firmly established.
GROCERY
2006 2005
Revenue £m 2,656 2,590
Adjusted operating profit £m 185 185
Revenue increased by 3% to £2,656m and profit was level at £185m. Strong
progress was made by Ryvita, International Hot Beverages, ACH and our ethnic
foods business, Westmill. However, profitability was held back by particularly
difficult trading at Allied Bakeries, with lower volumes, and lower sugar
pricing in Silver Spoon.
At ACH, the Mexican sales, marketing and distribution infrastructure is now well
established. Capullo, the premium canola oil brand, has grown strongly and,
supported by a new advertising campaign, increased its market share. The
business has successfully integrated the Karo syrup brand in Mexico and,
building on our expertise in the US, the brand is performing well. In the US
the consumer brands in spices and yeast traded in line with expectation. Good
progress was made with the development of the premium spice brand, Spice
Islands. The consumer oil category suffered a decline during the year following
publicity around health concerns over the use of trans fatty acids. Although
not containing trans fatty acids, Mazola volumes suffered as a consequence of
the general category decline. Despite lower oil volumes and the impact of
higher energy costs and increased vegetable oil costs, profitability was
improved over last year through efficiencies.
The UK core crispbread market demonstrated value growth during the year and
Ryvita outperformed the market, strengthening its position as the leading brand.
The premium range of wholeseed crispbreads had a particularly successful year.
Ryvita Minis, launched last year in the growing healthy bagged-snack market,
continued to perform well supported by launches of sweet flavours and a further
savoury variety. Ryvita further enhanced its position as a healthy eating snack
brand with the launch of better-for-you cereal bars branded 'Ryvita Goodness'.
For some years now Ryvita has delivered consistent sales and profit growth
driven by increased marketing support and new product introductions.
Our international hot beverage brands, Twinings and Ovaltine, continued to grow
well with investment in new products and marketing. Twinings showed strong
growth in the UK where premium Everyday tea is now well established and Green
Tea sales were well ahead of last year. The television advertising, featuring
Stephen Fry, was extended both to Green Teas and infusions promoting their
health benefits. In the US, the Twinings range has been relaunched with an
updated packaging design and market share has increased. Good progress has also
been made in a number of overseas markets. The tea packing supply chain
rationalisation was completed successfully with the closure of plants in France
and the US and the new facility in Shanghai is operating well. Ovaltine
continued to show good growth particularly in Thailand and China with the
successful launch of new products.
In Australia, the commissioning of the new bakery in Sydney has been difficult.
This facility replaces the Fairfield bakery destroyed by fire in 2002, the
Chatswood bakery and the Chipping Norton distribution centre. Severe
operational difficulties were experienced in the first half of the year which
led to significantly increased costs and unacceptable levels of customer
service. Good progress has been made in the second half bringing with it major
improvements in production efficiency, logistics and customer service. Outside
New South Wales the baking business achieved good sales growth. The launch of
Australia's first low GI (Glycaemic Index) white bread in January 2006 is
proving to be very successful. The results of the meat & dairy business
improved following a sharper commercial drive and a reduction in factory costs.
Performance at Allied Bakeries has been unsatisfactory during the year with
volume declines in both Kingsmill and own label. A new management team is now
in place and is taking steps to stabilise the business. Two new Kingsmill
products have been launched, the promotional strategy has been revised and full
recovery plans have been developed. The combination of reduced volumes,
increased promotional spend and higher energy costs resulted in a much reduced
level of profitability. The recent substantial increase in wheat costs will not
be recovered immediately by bread price increases and, with the investment
necessary to support the recovery plans, we do not anticipate a major
improvement in profitability next year.
In Silver Spoon, as a further consequence of EU sugar regime change, granulated
sugar came under retail pricing pressure and sustained some volume reduction
impacting profit by £8m. However, Billington's unrefined cane sugars and our
lower calorie 'Light' sugar both grew strongly.
Westmill again delivered good profit growth. Its established position as a
leading supplier to the UK ethnic food sector was strengthened with the
acquisition, in March, of the Rajah, Green Dragon and Lotus brands from Heinz
together with distribution rights to the Amoy brand into the ethnic food
channel. These additions enable Westmill to sell a complete range of ethnic
foodstuffs into the wholesale and food service sectors including spices, sauces,
rice, edible oils, flour and noodles. Its brands inspire strong consumer
loyalty among the 5 million people in Britain who make up its target ethnic
communities.
INGREDIENTS
2006 2005
Revenue £m 729 583
Adjusted operating profit £m 82 65
AB Mauri, our international yeast and bakery ingredients business, contributed
strongly to the 25% increase in revenue to £729m and 26% increase in profit to
£82m. This reflected a full year's contribution following its acquisition in
November 2004, the benefits of price and volume increases in yeast, and growth
in bakery ingredients.
Good progress was made in recovering higher raw material costs, particularly
molasses and energy, through price increases and cost savings in a number of key
markets including North America, China, India, Turkey, Australia and Western
Europe.
Strong demand in Asia has resulted in substantial further investment in
production capacity in the region. The factory in Xinjiang, Western China,
which opened last year is operating well and is already running close to
capacity. The existing Harbin and Hebei plants in China were expanded as were
plants in Vietnam and at Chiplun in India. The Chiplun investment enabled the
closure of a smaller plant in Kolkata. A new plant was commissioned in New
Zealand and construction has commenced on further expansion of capacity at
Harbin and Xinjiang.
In bakery ingredients, much effort has gone into transferring our technology
across the group. Sales and technical support teams are now working with
customers in most markets with further opportunities to be developed
particularly in China and South America. Since this business was created in
2005 it has grown strongly, especially in its key emerging markets of China,
South America and South & West Asia. Agreement has been reached to sell a small
bakery mix and icings business based in Denver, Colorado. The operation was not
well located and was loss-making. A loss of £4m arising on the sale of this
business has been included in the income statement.
ABF Ingredients comprises businesses operating in speciality proteins, enzymes,
lipid technologies and polyols. In speciality proteins, the yeast extracts
businesses have seen strong growth and have benefited from improvement in
manufacturing efficiency and yield. Plans are proceeding to expand production
capacity, increase the product range and broaden our customer base. Protient, a
producer of dairy protein concentrates and isolates, was acquired during the
year and complements our yeast based proteins business.
The enzymes business continued to focus on the introduction of new products,
particularly in the textile and bakery sectors.
Despite higher energy costs our polyols business traded in line with last year,
with food polyols benefiting from improved manufacturing efficiencies and
antacids maintaining the improvement in manufacturing performance seen last
year. In speciality lipids, the sterols business has had some success in
developing new technology in the manufacture of sterols from wood-based raw
materials as well as our traditional soy-based products.
George Weston
Chief Executive
FINANCIAL REVIEW
GROUP PERFORMANCE
Group sales increased by 7% to £5,996m and operating profit, adjusted to exclude
exceptional items, the amortisation of intangibles and profits on the sale of
property, plant & equipment, increased by 1% to £561m.
The small improvement in adjusted operating profit before exceptional items was
delivered despite much higher energy costs and the significant reduction from
British Sugar arising from sugar regime reform. This was offset by another
strong performance from Primark and good progress in many of our food and
ingredients businesses.
The disposal of properties, plant and equipment resulted in a profit of £10m
compared with £20m last year. Additional costs of £8m have been charged in
respect of the closure of the former Littlewoods business following the decision
to cease trading earlier than previously envisaged, resulting in higher void
costs prior to disposal of the stores not required by Primark. These additional
costs were more than compensated by the higher than anticipated trading profit
generated through the closure process which are reflected in operating profit.
A loss of £4m was incurred on the disposal during the year of three small
businesses in the US and China.
Financial income and financial expenses in the income statement include the
gross amounts in respect of the group's defined benefit pension schemes. The
net charge of £2m compares with net income last year of £25m. This year on year
change of £27m results primarily from the heavy investment, through acquisition
and refurbishment, in new stores for Primark.
Profit before tax fell from £527m to £419m reflecting an exceptional charge of
£97m for the costs of closing two British Sugar factories and a £16m increase in
the intangible amortisation charge arising on recent acquisitions together with
the small net loss on the sale of fixed assets and businesses. Adjusted to
exclude these items, profit before tax fell 4% from £580m to £559m.
TAXATION
The tax charge of £111m included an underlying charge of £150m, at an effective
tax rate of 26.8% on the adjusted profit before tax described above. The
effective tax rate has reduced from 27.4% as a result of an increase in the
profits subject to lower tax rates. The overall tax charge for the year
benefited from a £13m (2005 - £7m) credit for tax relief on the amortisation of
intangible assets and goodwill arising from recent asset acquisitions. This
credit, together with the tax effect of the other exceptional items, has been
excluded from the calculation of adjusted earnings per share.
EARNINGS AND DIVIDENDS
Earnings attributable to equity shareholders reduced by £78m to £301m and the
weighted average number of shares in issue was 790 million. Earnings per
ordinary share therefore fell by 21% from 48.0p to 38.1p. A more consistent
measure of performance is provided by the adjusted earnings per share which
excludes the provision for the British Sugar factory closures, profits on the
sale and closure of businesses and fixed assets and the amortisation of
intangibles net of any tax benefit. Adjusted earnings per share fell by 3% from
52.5p to 50.9p.
The interim dividend was increased by 4% to 6.25p and a final dividend has been
proposed at 12.5p which represents an overall increase of 4% for the year. In
accordance with IFRS, no accrual has been made in these accounts for the
proposed dividend which is expected to cost £99m and will be charged next year.
The dividend is covered, on an adjusted basis, 2.7 times.
BALANCE SHEET
Non-current assets increased by £761m to £4,392m due to the acquisitions in the
year, principally Illovo, and a level of capital expenditure significantly
higher than depreciation with continued investment in Primark.
The use of current asset investments to finance the acquisition of Illovo has
resulted in net borrowings of £298m at the year end compared with net cash funds
of £212m last year. Working capital, including tax accruals and provisions
increased by £204m of which £131m is accounted for by the inclusion of Illovo.
The net surplus in the group's defined benefit pension schemes, employee benefit
assets less liabilities, increased from £76m last year to £127m this year.
The group's net assets increased by £305m to £4,182m.
A currency loss of £74m arose on the translation into sterling of the group's
non-sterling net assets. This resulted from a strengthening of sterling against
most overseas currencies year on year.
The high level of investment made this year in acquisitions and capital
expenditure has resulted in a decline in return on capital employed for the
group from 23.6% to 18.9%. Return on capital employed is defined as operating
profit before exceptional items and the amortisation of intangibles expressed as
a percentage of average capital employed for the year.
CASH FLOW
Net cash flow from operating activities was £419m compared to £515m last year.
This reduction is primarily the result of an adverse working capital movement
year on year of £75m and the use of the provision established last year for the
closure of the former Littlewoods stores.
The group invested a net £760m in capital expenditure and acquisitions during
the year. Capital expenditure amounted to £432m of which £221m was spent on the
acquisition of new stores and the refitting of existing Primark stores. The
balance was used principally to upgrade, modernise and expand existing
manufacturing facilities. £382m was spent on the Illovo acquisition, including
debt assumed, and a further £114m was spent on the acquisitions of smaller
businesses to complement our grocery, animal feed and ingredients operations.
£181m was realised from the disposal of property, plant & equipment, principally
the surplus former Littlewoods stores.
TREASURY POLICY AND CONTROLS
The group's cash and current asset investments totalled £402m at the year end
including £75m placed with professional investment managers who have full
discretion to act within closely monitored and agreed guidelines.
The investment objective is to preserve the underlying assets, whilst achieving
a satisfactory return. The investment guidelines are kept under constant review
with the objective of monitoring and controlling risk levels. The guidelines
require that investments must carry a minimum credit rating of AA-/A1 for long
and short-term paper respectively, and also set down conditions relating to
sovereign risk, length of maturity, exchange rate exposure and type of
investment instrument. Aggregate limits for each category of investment and
risk exposure are set for each manager.
The group's UK cash balances are managed by a central treasury department
operating under strictly controlled guidelines, which also arranges term bank
finance for acquisitions and to meet short-term working capital requirements
particularly for the sugar beet harvest. Since the year end the company has
refinanced its external borrowings and has negotiated a multicurrency $1.2bn
syndicated loan facility with a term of five years with two one-year extension
options. It will be used for general corporate purposes. The new facility has
been provided by our existing bank group.
A number of the group's businesses are exposed to changes in exchange rates on
sales and purchases made in foreign currencies and to changes in commodity
prices. British Sugar is exposed to movements in the euro exchange rate on the
price of sugar in the UK and Poland, Primark sources garments from overseas
primarily in US dollars and many businesses purchase raw materials in foreign
currencies largely US dollar denominated.
Significant cross-border transactions are covered by forward purchases and sales
of foreign currency, or foreign currency options as appropriate. The majority
of the group's commodity exposures are managed through forward purchase or
futures contracts with only very limited use being made of options. All
derivative transactions are tightly controlled within set limits and speculative
trading is not undertaken.
The group does not hedge the translation effect of exchange rate movements on
the income statement.
FINANCIAL REPORTING STANDARDS AND ACCOUNTING POLICIES
The financial statements for the year ended 16 September 2006 have been prepared
in accordance with International Financial Reporting Standards (IFRS) as
endorsed and adopted for use in the EU. The results for the comparative year
ended 17 September 2005 are also presented in accordance with IFRS. Accounting
policies applicable under IFRS are set out below. The provisions of IAS 32 and
IAS 39 have been adopted with effect from 18 September 2005.
John Bason
Finance Director
The annual report and accounts will be available on 9 November 2006 and the
annual general meeting will be held at Congress Centre, 28 Great Russell Street,
London WC1B 3LS at 11am on Friday, 8 December 2006.
CONSOLIDATED INCOME STATEMENT
for the year ended 16 September 2006
Before
Exceptional Exceptional
Items Items1 Total
2006 2006 2006 2005
£m £m £m £m
Continuing operations Note
Revenue 1 5,996 - 5,996 5,622
Operating costs before exceptional items (5,486) (5,486) (5,099)
Impairment of property, plant & equipment - (64) (64) -
Restructuring costs - (33) (33) -
510 (97) 413 523
Share of profit after tax from joint ventures 10 - 10 7
and associates
Profits less losses on sale of property, plant & 10 - 10 20
equipment
Operating profit 530 (97) 433 550
Adjusted operating profit 1 561 - 561 555
Profits less losses on sale of property, plant & 10 - 10 20
equipment
Amortisation of intangibles (41) - (41) (25)
Exceptional items - (97) (97) -
Profits less losses on sale of businesses (4) - (4) (1)
Provision for loss on termination of an (8) - (8) (47)
operation
Profit before interest 518 (97) 421 502
Financial income 149 - 149 162
Financial expenses (151) - (151) (137)
Profit before taxation 516 (97) 419 527
Adjusted profit before taxation 559 - 559 580
Profits less losses on sale of property, plant & 10 - 10 20
equipment
Amortisation of intangibles (41) - (41) (25)
Exceptional items - (97) (97) -
Profits less losses on sale of businesses (4) - (4) (1)
Provision for loss on termination of an (8) - (8) (47)
operation
Taxation - UK (89) 29 (60) (82)
- Overseas (51) - (51) (59)
2 (140) 29 (111) (141)
Profit for the period 376 (68) 308 386
Attributable to:
Equity shareholders 369 (68) 301 379
Minority interests 7 - 7 7
Profit for the period 376 (68) 308 386
Basic and diluted earnings per ordinary share 4 38.1p 48.0p
1 Refer to accounting policy note below.
CONSOLIDATED BALANCE SHEET
at 16 September 2006
2006 2005
£m £m
Non-current assets
Intangible assets 1,542 1,152
Property, plant & equipment 2,479 2,255
Biological assets 46 -
Investments in joint ventures 54 36
Investments in associates 15 15
Employee benefits assets 169 95
Deferred tax assets 82 78
Other receivables 5 -
Total non-current assets 4,392 3,631
Current assets
Assets classified as held for sale 53 9
Inventories 681 556
Biological assets 51 -
Trade and other receivables 913 678
Other investments 53 269
Cash and cash equivalents 349 929
Total current assets 2,100 2,441
TOTAL ASSETS 6,492 6,072
Current liabilities
Liabilities classified as held for sale (11) -
Interest bearing loans and overdrafts (531) (447)
Trade and other payables (997) (750)
Income tax (85) (113)
Provisions (49) (61)
Total current liabilities (1,673) (1,371)
Non-current liabilities
Interest bearing loans (176) (539)
Income tax - (4)
Provisions (21) (29)
Deferred tax liabilities (398) (233)
Employee benefits liabilities (42) (19)
Total non-current liabilities (637) (824)
TOTAL LIABILITIES (2,310) (2,195)
NET ASSETS 4,182 3,877
Equity
Issued capital 47 47
Other reserves 173 173
Translation reserve (29) 44
Hedging reserve (6) -
Retained earnings 3,773 3,584
3,958 3,848
Minority interests 224 29
TOTAL EQUITY 4,182 3,877
CONSOLIDATED CASH FLOW STATEMENT
for the year ended 16 September 2006
2006 2005
£m £m
Cash flow from operating activities
Profit before taxation 419 527
Add back non-operating items
Profits less losses on sale of property, plant & (10) (20)
equipment
Profits less losses on sale of businesses 4 1
Provision for loss on termination of an operation 8 47
Exceptional items 97 -
Financial income (149) (162)
Financial expenses 151 137
Adjustments for
Share of profit from joint ventures and associates (10) (7)
Amortisation 41 25
Depreciation 177 161
Pension costs less contributions (1) (8)
Increase in inventories (29) (25)
Increase in receivables (178) (20)
Increase/(decrease) in payables 78 (9)
(Decrease)/increase in provisions (62) -
Cash generated from operations 536 647
Income taxes paid (117) (132)
Net cash from operating activities 419 515
Cash flows from investing activities
Dividends received from joint ventures 1 2
Dividends received from associates 3 2
Purchase of property, plant & equipment (432) (403)
Purchase of intangibles (13) -
Sale of property, plant & equipment 181 39
Purchase of subsidiary undertakings (496) (1,130)
Sale of subsidiary undertakings - 8
Purchase of joint ventures and associates - (18)
Interest received 36 54
Loan repayment from joint venture - 51
Net cash from investing activities (720) (1,395)
Cash flows from financing activities
Dividends paid to minorities (6) (4)
Dividends paid to shareholders (144) (135)
Interest paid (47) (29)
Decrease in other current asset investments 216 273
Financing:
(Decrease)/increase in short term loans (46) 364
(Decrease)/increase in long term loans (365) 170
Inflow from reductions in own shares held 1 7
Net cash from financing activities (391) 646
Net decrease in cash and cash equivalents (692) (234)
Cash and cash equivalents at the beginning of the 894 1,120
period
Effect of movements in foreign exchange (4) 8
Cash and cash equivalents at the end of the period 198 894
CONSOLIDATED STATEMENT OF RECOGNISED INCOME AND EXPENSE
for the year ended 16 September 2006
2006 2005
£m £m
Actuarial gains/(losses) on defined benefit schemes 43 (7)
Deferred tax associated with defined benefit schemes (12) -
Effects of movements in foreign exchange (88) 44
Tax on effects of movements in foreign exchange - (1)
Net gain on hedge of net investment in foreign subsidiaries 14 2
Movement of cash flow hedging position (13) -
Net (loss)/gain recognised directly in equity (56) 38
Profit for the period 308 386
Total recognised income and expense for the period 252 424
Adjustments relating to adoption of IAS 32 and IAS 39 on 18 September 2005 (Equity 7 -
shareholders)
259 424
Attributable to:
Equity shareholders 246 416
Minority interests 6 8
252 424
NOTES TO THE PRELIMINARY ANNOUNCEMENT
for the year ended 16 September 2006
1. Segmental analysis
Segment reporting is presented in respect of the group's business and
geographical segments. The primary format, business segments, is based on the
group's management and internal reporting structure and combines businesses with
common characteristics. Inter-segment pricing is determined on an arm's length
basis. Segment results, assets and liabilities include items directly
attributable to a segment as well as those that can be allocated on a reasonable
basis. Unallocated items comprise mainly corporate assets and expenses, cash,
borrowings, employee benefit balances and current and deferred tax balances.
Segment capital expenditure is the total cost incurred during the period to
acquire segment assets that are expected to be used for more than one year.
Business segments
The group is comprised of the following business segments:
- Grocery The manufacture of grocery products, including hot beverages,
sugar & sweeteners, vegetable oils, bread & baked goods, ethnic
foods, herbs & spices and meat & dairy products which are sold
to retail, wholesale and foodservice businesses.
- Primary Food The processing of sugar beet and sugar cane for sale to
industrial users and to Silver Spoon, which is included in the
grocery segment.
- Agriculture The manufacture of animal feeds and the provision of other
products for the agriculture sector.
- Ingredients The manufacture of bakers' yeast, bakery ingredients,
speciality proteins, enzymes, lipid technologies and polyols.
- Retail Buying and merchandising value clothing and accessories through
the Primark and Penneys retail chains.
Geographical segments
The secondary format presents the revenues, profits and assets for the following
geographical segments:
- United Kingdom
- Europe, Middle East & Africa
- The Americas
- Asia Pacific
Geographically segmented revenues are shown by reference to the geographical
location of customers. Segment assets are based on the geographical location of
the assets.
Revenue Adjusted operating profit
2006 2005 2006 2005
£m £m £m £m
Grocery 2,656 2,590 185 185
Primary Food 671 700 115 166
Agriculture 631 735 16 20
Ingredients 729 583 82 65
Retail 1,309 1,006 185 140
Central - - (22) (21)
5,996 5,614 561 555
Businesses disposed:
Agriculture - 8 - -
5,996 5,622 561 555
Geographical segments
United Kingdom 3,003 2,816 281 314
Europe, Middle East & Africa 746 720 73 72
The Americas 1,210 1,102 124 10 102
Asia Pacific 1,037 976 83 67
5,996 5,614 561 555
Businesses disposed:
United Kingdom - 8 - -
5,996 5,622 561 555
1. Segmental analysis - for the year ended 16 September 2006
Business segments
Primary
Grocery Food Agriculture Ingredients Retail Central Eliminations Total
£m £m £m £m £m £m £m £m
Revenue from continuing operations 2,675 766 631 775 1,309 - (160) 5,996
Internal revenue (19) (95) - (46) - - 160 -
Revenue from external customers 2,656 671 631 729 1,309 - - 5,996
Adjusted operating profit 185 115 16 82 185 (22) - 561
Exceptional items - (97) - - - - - (97)
Amortisation of intangibles (12) - - (29) - - - (41)
Profits less losses on sale of 4 4 (1) - 2 1 - 10
property, plant & equipment
Profits less losses on sale of 3 (2) - (6) - 1 - (4)
businesses
Provision for loss on termination of - - - - (8) - - (8)
an operation
Profit before financial income, 180 20 15 47 179 (20) - 421
financial expenses and taxation
Financial income 149 - 149
Financial expenses (151) - (151)
Taxation (111) - (111)
Profit for the period 180 20 15 47 179 (133) - 308
Segment assets (excluding 1,782 1,497 158 1,010 1,302 14 - 5,763
investments in associates and joint
ventures)
Investment in associates & joint 7 6 27 29 - - - 69
ventures
Segment assets 1,789 1,503 185 1,039 1,302 14 - 5,832
Cash and cash equivalents 356 - 356
Employee benefits assets 169 - 169
Deferred tax assets 82 - 82
Other investments 53 - 53
Segment liabilities (303) (338) (48) (113) (214) (60) - (1,076)
Interest-bearing loans and (707) - (707)
overdrafts
Income tax (86) - (86)
Deferred tax liabilities (398) - (398)
Employee benefits liabilities (43) - (43)
Net assets 1,486 1,165 137 926 1,088 (620) - 4,182
Capital expenditure 84 55 6 48 303 - - 496
Depreciation 71 36 7 30 33 - - 177
Amortisation 12 - - 29 - - - 41
Impairment - 64 - - - - - 64
Other significant non-cash expenses - 30 - - 10 - - 40
Geographical segments
United Europe The Asia
Kingdom Middle East Americas Pacific Eliminations Total
&Africa
£m £m £m £m £m £m
Revenue from external customers 3,003 746 1,210 1,037 - 5,996
Segment assets 2,519 1,533 1,023 757 - 5,832
Capital expenditure 357 52 30 57 - 496
Depreciation 101 18 26 32 - 177
Amortisation 4 7 18 12 - 41
Impairment 64 - - - - 64
Other significant non-cash expenses 40 - - - - 40
Other significant non-cash expenses include a provision of £30m for costs
associated with the closure of two UK sugar factories, announced on 4 July 2006,
and a provision of £10m for costs associated with the termination of
Littlewoods.
1. Segmental analysis - for the year ended 17 September 2005
Business segments Primary Elimina-
Grocery Food Agriculture Ingredients Retail Central tions Total
£m £m £m £m £m £m £m £m
Revenue from continuing operations 2,604 802 747 620 1,006 - (165) 5,614
Businesses disposed - - 11 - - - (3) 8
Internal revenue (14) (102) (15) (37) - - 168 -
Revenue from external customers 2,590 700 743 583 1,006 - - 5,622
Adjusted operating profit 185 166 20 65 140 (21) - 555
Amortisation of intangibles (5) - - (20) - - - (25)
Profits less losses on sale of (1) 24 (3) - - - - 20
property, plant & equipment
Profits less losses on sale of 1 - 3 - - (5) - (1)
businesses
Provision for loss on termination of - - - - - (47) - (47)
an operation
Profit before financial income, 180 190 20 45 140 (73) - 502
financial expenses and taxation
Financial income 162 - 162
Financial expenses (137) - (137)
Taxation (141) - (141)
Profit for the period 180 190 20 45 140 (189) - 386
Segment assets (excluding investments 1,756 663 160 923 872 276 - 4,650
in associates and joint ventures)
Investments in associates and joint 5 5 25 16 - - - 51
ventures
Segment assets 1,761 668 185 939 872 276 - 4,701
Cash and cash equivalents 929 - 929
Employee benefits assets 95 - 95
Deferred tax assets 78 - 78
Other investments 269 - 269
Segment liabilities (348) (96) (55) (99) (230) (12) - (840)
Interest bearing loans and overdrafts (986) - (986)
Income tax (117) - (117)
Deferred tax liabilities (233) - (233)
Employee benefits liabilities (19) - (19)
Net assets 1,413 572 130 840 642 280 - 3,877
Capital expenditure 109 38 7 25 228 - - 407
Depreciation 68 35 6 24 28 - - 161
Amortisation 5 - - 20 - - - 25
Other significant non-cash expenses 14 - - 5 - 47 - 66
Geographical segments Europe
United Middle East The Asia Elimina-
Kingdom & Africa Americas Pacific tions Total
£m £m £m £m £m £m
Revenue from external customers 2,824 720 1,102 976 - 5,622
Segment assets 2,319 717 954 711 - 4,701
Capital expenditure 263 54 21 69 - 407
Depreciation 94 15 24 28 - 161
Amortisation 2 10 10 3 - 25
Other significant non-cash expenses 51 5 8 2 - 66
.
Other significant non-cash expenses include a provision of £47m for costs
associated with the termination of Littlewoods
2. Income tax expense 2006 2005
£m £m
Current tax expense
UK - corporation tax at 30% (2005: 30%) 37 84
Overseas - corporation tax 46 49
Over-provided in prior years - (1)
83 132
Deferred tax expense
UK deferred tax 21 (2)
Overseas deferred tax 8 12
Over-provided in prior years (1) (1)
Total income tax expense in income statement 111 141
Reconciliation of effective tax rate
Profit before taxation 419 527
Less share of profit from joint ventures (10) (7)
and associates
Profit before taxation excluding share of profit from joint ventures 409 520
and associates
Nominal tax charge at UK corporation tax rate of 30% (2005: 30%) 123 156
Lower tax rates on overseas earnings (23) (25)
Expenses not deductible for tax purposes 12 9
Utilisation of losses - (1)
Deferred tax not recognised - 3
Adjustments in respect of prior periods (1) (1)
111 141
3. Dividends 2006 2005
pence pence
Per share
2004 final - 11.15
2005 interim - 6.00
2005 final 12.00 -
2006 interim 6.25 -
18.25 17.15
£m £m
Total
2004 final - 88
2005 interim - 47
2005 final 95 -
2006 interim 49 -
144 135
The 2006 interim dividend was declared on 19 April 2006 and paid on 3 July 2006.
The 2006 final dividend of 12.5p, total value of £99m, will be paid on 12
January 2007 to shareholders on the register on 1 December 2006.
4. Earnings per share
The calculation of basic earnings per share at 16 September 2006 was based on
the net profit attributable to equity shareholders of £301m (2005: £379m), and a
weighted average number of shares outstanding during the year of 790 million
(2005: 789 million). The calculation of the weighted average number of shares
excludes the shares held by the Employee Share Option Scheme on which the
dividends are being waived.
Adjusted earnings per ordinary share, which exclude the impact of profits less
losses on the sale property, plant & equipment and businesses, provision for
loss on termination of an operation, intangible amortisation, exceptional items
and the associated tax credits, is shown to provide clarity on the underlying
performance of the group.
The diluted earnings per share calculation takes into account the dilutive
effect of share options. The diluted, weighted average number of shares is 790
million (2005: 789 million). There is no difference between basic and diluted
earnings.
2006 2005
£m £m
Adjusted profit for the period 402 414
Profits less losses on sale of property, 10 20
plant & equipment
Profits less losses on sale of businesses (4) (1)
Provision for loss on termination of an (8) (47)
operation
Exceptional items (97) -
Tax effect on above 26 11
Amortisation of intangibles (41) (25)
Tax credit on intangible amortisation 13 7
Profit for the period attributable to equity 301 379
shareholders
2006 2005
pence pence
Adjusted earnings per share 50.9 52.5
Earnings per share on:
Sale of property, plant & equipment 1.3 2.5
Sale of businesses (0.5) (0.1)
Provision for loss on termination of (1.0) (6.0)
operation
Exceptional items (12.3) -
Tax effect on above 3.3 1.4
Amortisation of intangibles (5.2) (3.2)
Tax credit on intangible amortisation 1.6 0.9
Earnings per ordinary share 38.1 48.0
5. Analysis of net funds/(debt)
At At
18 16
September Cash Acquisitions/ Exchange September
2005 flow disposals adjustments 2006
£m £m £m £m £m
Cash at bank and in hand, cash 894 (692) - (4) 198
equivalents and overdrafts(1)
Short-term borrowings(1) (412) 46 (6) (1) (373)
Investments 269 (216) - - 53
Loans over one year (539) 365 (14) 12 (176)
212 (497) (20) 7 (298)
(1) Cash and cash equivalents comprise cash balances, call deposits and
investments with original maturities of three months or less. Bank overdrafts
that are repayable on demand and form an integral part of the group's cash
management are included as a component of cash and cash equivalents for the
purpose of the cash flow statement. Assets classified as held for sale include
£7m of cash balances.
6. Other information
The financial information set out above does not constitute the group's
statutory financial statements for the years ended 16 September 2006 and 17
September 2005 but it is derived from them. The 2005 financial statements have
been filed with Registrar of Companies whereas those for 2006 will be delivered
following the company's annual general meeting. The auditors' opinions on these
financial statements were unqualified and did not include a statement under
Section 237 (2) or (3) of the Companies Act 1985.
SIGNIFICANT ACCOUNTING POLICIES
for the year ended 16 September 2006
Associated British Foods plc (the 'Company') is a company domiciled in the
United Kingdom. The consolidated financial statements of the Company for the
year ended 16 September 2006 comprise those of the Company and its subsidiaries
(together referred to as the 'group') and the group's interest in associates and
jointly-controlled entities.
The financial statements were authorised for issue by the directors on 7
November 2006.
Statement of compliance
The consolidated financial statements have been prepared and approved by the
directors in accordance with International Financial Reporting Standards as
adopted by the EU (Adopted IFRS). These are the group's first consolidated
financial statements prepared under IFRS and IFRS 1 has been applied.
Basis of preparation
The financial statements are presented in sterling, rounded to the nearest
million. They are prepared on the historical cost basis except that derivative
financial instruments, biological assets and other current investments are
stated at their fair value. Non-current assets held for sale are stated at the
lower of carrying amount and fair value less costs to sell.
The preparation of financial statements under IFRS requires management to make
judgements, estimates and assumptions about the reported amounts of assets and
liabilities, income and expenses. The estimates and associated assumptions are
based on historical experience. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised in the period in which the
estimates are revised.
The financial statements of the Company and its subsidiary undertakings are
prepared for the 52 weeks ended 16 September 2006, except that, to avoid delay
in the preparation of the consolidated financial statements, those of Australia,
New Zealand, China, Poland and the North and South American subsidiary
undertakings are made up to 31 August 2006. Adjustments are made for
significant transactions or events occurring between 31 August and 16 September.
The accounting policies set out below have been applied to all periods presented
except where the policy relates to the implementation of the following Adopted
IFRS as permitted by IFRS 1:
Business combinations - the provisions of IFRS 3 have been applied from 3
September 2004. The net carrying value of goodwill at 18 September 2004, after
adjustment to include the acquisition of the US Herbs & Spices business on 3
September 2004 under IFRS, has been deemed to be the cost at 19 September 2004;
Financial instruments - the provisions of IAS 32 and IAS 39 have been adopted
from 18 September 2005. Comparatives have not been restated;
Cumulative translation differences arising on consolidation of subsidiaries -
IAS 21 requires such differences to be held in a separate reserve rather than
included in the profit and loss reserve under UK GAAP. The translation reserve
has been deemed to be nil on 19 September 2004;
Share-based payments - the measurement provisions of IFRS 2 have not been
applied to share options granted prior to 7 November 2002 nor to any options
that vested prior to 19 September 2004;
Employee benefits - pursuant to IAS 19, all cumulative actuarial gains and
losses in relation to employee benefit schemes are recognised as at the date of
transition of 19 September 2004; and
Non-current assets held for sale and discontinued operations - IFRS 5 has been
early adopted from 19 September 2004.
Basis of consolidation
The consolidated financial statements include the results of the Company and all
of its subsidiary undertakings from the date that control commences to the date
that control ceases. The consolidated financial statements also include the
group's share of the results of its joint ventures and associates on an
equity-accounted basis from the point at which joint control or significant
influence respectively commences, to the date that it ceases.
Subsidiary undertakings are entities controlled by the Company. Control exists
when the Company has the power, directly or indirectly, to govern the financial
and operating policies of an entity so as to obtain benefits from its
activities.
Joint ventures are those entities over whose activities the group has joint
control, established by contractual agreement.
Associates are those entities in which the group has significant influence, but
not control, over the financial and operating policies.
Business combinations
On the acquisition of a business or an interest in a joint venture or associate,
fair values are attributed to the identifiable assets, liabilities and
contingent liabilities acquired, reflecting conditions at the date of
acquisition. Adjustments to fair values include those made to bring accounting
policies into line with those of the group.
Revenue
Revenue represents the net invoiced value of goods delivered to customers,
excluding sales taxes. Revenue is recognised when the risks and rewards of the
underlying products have been substantially transferred to the customer.
Revenue is stated net of price discounts, certain promotional activities and
similar items.
Borrowing costs
Borrowing costs are accounted for on an accruals basis in the income statement
using the effective interest method.
Exceptional items
Exceptional items are defined as items of income and expenditure which are
material and unusual in nature and which are considered to be of such
significance that they require separate disclosure on the face of the income
statement in accordance with paragraphs 86 and 87 of IAS 1, Presentation of
Financial Statements.
Foreign currencies
In individual companies, transactions in foreign currencies are recorded at the
rate of exchange at the date of the transaction. Monetary assets and
liabilities in foreign currencies are translated at the rate prevailing at the
balance sheet date. Any resulting differences are taken to the income
statement.
On consolidation, assets and liabilities of foreign operations that are
denominated in foreign currencies are translated into sterling at the rate of
exchange at the balance sheet date. Income and expense items are translated
into sterling at weighted average rates of exchange other than substantial
transactions which are translated at the rate of exchange on the date of the
transaction.
Differences arising from the retranslation of opening net assets of group
companies, together with differences arising from the restatement of the net
results of group companies from average or actual rates, to rates at the balance
sheet date, are taken to the translation reserve.
Pensions and other post-employment benefits
The group's principal pension funds are defined benefit plans. In addition the
group has defined contribution plans and other unfunded post-employment
liabilities. For defined benefit plans, the amount charged in the income
statement is the cost of vested benefits accruing to employees over the year,
plus any benefit improvements granted to members by the group during the year.
It also includes a credit equivalent to the group's expected return on pension
plan assets over the year, offset by a charge equal to the expected interest on
plan liabilities over the year. The difference between the market value of plan
assets and the present value of plan liabilities is disclosed as an asset or
liability on the consolidated balance sheet. Any related deferred tax (to the
extent it is recoverable) is disclosed separately on the consolidated balance
sheet. Any actuarial gains or losses are recognised immediately in the
statement of recognised income and expense.
Contributions payable by the group in respect of defined contribution plans are
charged to operating profit as incurred.
Share based payments: employee benefits
The Executive Share Incentive Plan allows executives to receive an allocation of
shares to be received at the end of 2005/6 subject to attainment of certain
financial performance criteria. The fair value of the shares to be awarded is
recognised as an employee expense with a corresponding increase in equity. The
fair value is measured at grant date and spread over the period during which the
executives become unconditionally entitled to the shares. The fair value of the
shares allocated is measured taking into account the terms and conditions upon
which the shares were allocated. The amount recognised as an expense is
adjusted to reflect the actual number of shares that vest.
The Share Option Scheme (1994) and Executive Share Option Scheme (2000) allow
executives to acquire shares of the Company. The fair value of options granted
is recognised as an employee expense with a corresponding increase in equity.
The fair value is measured at grant date and spread over the period during which
the executives become unconditionally entitled to the options. The fair value
of the options granted is measured using a binomial lattice model, taking into
account the terms and conditions upon which the options were granted. The
amount recognised as an expense is adjusted to reflect the actual number of
share options that vest except where forfeiture is only due to share prices not
achieving the threshold for vesting.
Income tax
Income tax on the profit or loss for the period comprises current and deferred
tax. Income tax is recognised in the income statement except to the extent that
it relates to items taken directly to reserves.
Current tax is the tax expected to be payable on the taxable income for the
year, using tax rates enacted or substantially enacted at the balance sheet
date, together with any adjustment to tax payable in respect of previous years.
Deferred tax is provided using the balance sheet liability method, providing for
temporary differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for taxation purposes. The
following temporary differences are not provided for: the initial recognition of
goodwill, the initial recognition of assets or liabilities that affect neither
accounting nor taxable profit other than those acquired in a business
combination, and differences relating to investments in subsidiaries to the
extent that they will probably not reverse in the foreseeable future. The amount
of deferred tax provided is based on the expected manner of realisation or
settlement of the carrying amount of assets and liabilities, using tax rates
enacted or substantially enacted at the balance sheet date.
A deferred tax asset is recognised only to the extent that it is probable that
future taxable profits will be available against which the asset can be
utilised. Deferred tax assets are reduced to the extent that it is no longer
probable that the related tax benefit will be realised.
Additional income taxes that arise from the distribution of dividends are
recognised at the same time as the liability to pay the related dividend.
Financial instruments
The group has adopted the exemption granted by IFRS 1 that IAS 32 and IAS 39
need not be applied to the comparative period. Consequently the 2005 disclosure
provided for financial instruments is in accordance with UK GAAP. Under UK
GAAP, forward foreign exchange contracts hedging transactional exposures were
revalued at year end exchange rates with net unrealised gains and losses being
deferred to match the maturity of the underlying exposures. The accounting
policies described below for financial instruments are applicable from 18
September 2005 and are in accordance with IFRS. The effect of adopting these
standards was to recognise a net derivative asset of £7m in the opening balance
sheet.
Derivative financial instruments
The group uses derivative financial instruments to hedge its exposure to
fluctuations in foreign exchange and interest rates and also to changes in the
price of certain commodities used in the manufacture of its products.
Derivative financial instruments are recognised in the balance sheet at their
fair value calculated using either discounted cash flows or option pricing
models consistently applied for similar types of instrument. Both techniques
take into consideration assumptions based on market data. Changes in the fair
value of derivatives that do not qualify for hedge accounting are charged or
credited to the income statement.
The purpose of hedge accounting is to mitigate the impact on the group of
changes in exchange or interest rates and commodity prices, by matching the
impact of the hedged item and the hedging instrument in the income statement.
To qualify for hedge accounting the hedging relationship must meet several
conditions with respect to documentation, probability of occurrence, hedge
effectiveness and reliability of measurement. At inception of the transaction
the group documents the relationship between hedging instruments and hedged
items, as well as its risk management objective and strategy for undertaking
various hedge transactions. This process includes linking all derivatives
designated as hedges to specific assets and liabilities or to specific firm
commitments or forecast transactions. The group also documents its assessment,
both at the hedge inception and on a quarterly basis, as to whether the
derivatives that are used in hedging transactions have been, and are likely to
continue to be, highly effective.
The group designates derivatives that qualify as hedges for accounting purposes
as either: (a) a hedge of the fair value of a recognised asset or liability
(fair value hedge), (b) a hedge of a forecast transaction or firm commitment
(cash flow hedge), or (c) a hedge of a net investment in a foreign entity. The
method of recognising the resulting gains or losses from movements in fair
values is dependent on whether the derivative contract is designated to hedge a
specific risk and qualifies for hedge accounting.
Where a derivative financial instrument is designated as a hedge of the
variability in cash flows of a highly probable forecast transaction, the
effective part of any gain or loss on the derivative financial instrument is
recognised directly in the hedging reserve. The ineffective part of any gain or
loss is recognised in the income statement immediately.
When the forecast transaction subsequently results in the recognition of an
asset or liability, the associated cumulative gain or loss is removed from
reserves and is included in the initial measurement of the non financial asset
or liability. Otherwise the cumulative gain or loss is removed from reserves and
is recognised in the income statement at the same time as the hedged
transaction. To the extent that any part of the hedge is ineffective, the gain
or loss on that part is recognised in the income statement.
Net investment hedges take the form of either foreign currency borrowings or
derivatives. All foreign exchange gains or losses arising on translation of net
investments are recorded in equity and included in the translation reserve.
Monetary liabilities used as a net investment hedge are revalued at closing
exchange rates with resulting gains or losses taken to equity. Foreign exchange
contracts hedging net investments in overseas businesses are revalued at fair
value. Fair value movements on effective hedges are taken to equity with any
ineffectiveness recognised in the income statement.
Derivatives embedded in other financial instruments or other non-financial host
contracts are treated as separate derivatives when their risk and
characteristics are not closely related to those of the host contract. In these
circumstances the host contract is not carried at fair value and unrealised
gains or losses on the derivative are reported in the income statement for the
period.
Non-derivative financial instruments
Financial assets and financial liabilities are measured initially at fair value,
plus directly attributable transaction costs, and thereafter at amortised cost,
except for other current investments. The group has designated some current
investments as 'financial assets at fair value through profit and loss' because
these instruments are managed, and their performance is evaluated, on a fair
value basis in accordance with the group's risk management and investment
strategy. Investments other than those designated as 'at fair value through
profit and loss' are classified as investments available for sale, where gains
and losses arising from changes in fair value are recognised directly in equity,
until the security is disposed of or is determined to be impaired at which time
the cumulative gain or loss previously recognised in equity is included in the
income statement for the period.
Financial assets are derecognised when the contractual rights to the cash flows
expire or the contractual rights to receive the cash flows are transferred. The
contractual rights to receive cash flows are transferred when substantially all
the risk and rewards of ownership of the financial asset are transferred.
Financial liabilities are derecognised when the obligation specified in the
contract is discharged, cancelled or expires.
Comparative accounting policy for 2005
The following accounting policy has been applied to the key financial
instruments used by the group for the year ending 17 September 2005, in
accordance with UK GAAP.
Forward foreign exchange contracts and currency options are used to hedge
forecast transactional cash flows and accordingly, any gains or losses on these
contracts are recognised in the profit and loss account when the underlying
transaction is settled. Derivative commodity contracts are used to hedge
committed purchases or sales of commodities and accordingly, any gains or losses
on these contracts are recognised in the profit and loss account in the same
accounting period as the underlying purchase or sale. Gains or losses on
hedging instruments that are cancelled due to the termination of the underlying
exposure are taken to the profit and loss account immediately.
Property, plant & equipment
Items of property, plant & equipment are stated at cost less accumulated
depreciation and impairment charges.
Depreciation is charged to the income statement on a straight-line basis over
the estimated useful lives of items of property, plant & equipment sufficient to
reduce them to their estimated residual value. Land is not depreciated. The
estimated useful lives are as follows:
- freehold buildings 66 years
- plant and equipment, fixtures and fittings: - sugar factories 20 years
- other operations 12 years
- vehicles 8 years
Biological assets
Cane roots and growing cane are valued at fair value determined on the following
bases:
- Cane roots - the escalated average cost, using appropriate inflation related
indices, of each year of planting adjusted for the remaining expected life.
- Growing cane - the estimated sucrose content valued at the estimated sucrose
price for the following season, less the estimated costs for harvesting and
transport.
Leases
Where the group has substantially all the risks and rewards of ownership of an
asset that is subject to a lease, the lease is treated as a finance lease.
Other leases are treated as operating leases. Finance leases are stated at the
lower of fair value and present value of minimum lease payments less accumulated
depreciation and impairment. Payments made under operating leases are
recognised in the income statement on a straight-line basis over the term of the
lease. The benefit of lease incentives received is recognised in the income
statement over the life of the lease.
Intangible assets other than goodwill
Intangible assets that are acquired by the group and have a finite life are
stated at cost less accumulated amortisation and impairment charges.
Amortisation is charged to the income statement on a straight-line basis over
the estimated useful lives of intangible assets from the date they are available
for use. The estimated useful lives are as follows:
- customer relationships - up to 5 years
- grower contracts - up to 10 years
- technology and brands - up to 15 years
Goodwill
All business combinations are accounted for by applying the purchase method.
Goodwill represents amounts arising on acquisition of subsidiary undertakings,
associates and joint ventures. In respect of business acquisitions that have
occurred since 3 September 2004, goodwill represents the excess of the purchase
consideration over the fair value of the net identifiable assets acquired,
including separately identified intangible assets.
In respect of acquisitions prior to this date, goodwill is included on the basis
of its deemed cost, represented by the net book value recorded under previous
GAAP. The classification and accounting treatment of business combinations that
occurred prior to 3 September 2004 has not been reconsidered in preparing the
group's opening IFRS balance sheet at 18 September 2004.
Goodwill is not amortised but is tested for impairment at each balance sheet
date.
Research and development
Expenditure on research activities, undertaken with the prospect of gaining new
scientific or technical knowledge and understanding, is recognised in the income
statement as an expense as incurred.
Expenditure on development activities, whereby research findings are applied to
a plan or design for the production of new or substantially improved products
and processes, is capitalised if the product or process is technically and
commercially feasible and the group has sufficient resources to complete
development. The expenditure capitalised includes the cost of materials, direct
labour and an appropriate proportion of overheads. Other development
expenditure is recognised in the income statement as incurred. Capitalised
development expenditure is stated at cost less accumulated amortisation and
impairment charges.
Impairment
The carrying amounts of the group's assets, other than inventories and deferred
tax assets, are reviewed at each balance sheet date to determine whether there
is any indication of impairment. If any such indication exists, the asset's
recoverable amount is estimated.
For goodwill the recoverable amount is estimated at each balance sheet date.
An impairment charge is recognised whenever the carrying amount of an asset or
its cash-generating unit exceeds its recoverable amount. Impairment charges are
recognised in the income statement within operating costs.
Impairment charges recognised in respect of cash-generating units are allocated
first to reduce the carrying amount of any goodwill allocated to a
cash-generating unit (or group of units) and then to reduce the carrying amount
of the other assets in the unit (or group of units) on a pro-rata basis.
Goodwill was tested for impairment at 18 September 2004, the date of transition
to IFRS, even though no indication of impairment existed.
Calculation of recoverable amount
The recoverable amount of assets is the greater of their net selling price and
value in use. In assessing value in use, the estimated future cash flows are
discounted to their present value using a pre-tax discount rate that reflects
current market assessments of the time value of money and the risks specific to
the asset. For an asset that does not generate largely independent cash
inflows, the recoverable amount is determined for the cash-generating unit to
which the asset belongs.
Reversals of impairment
An impairment charge in respect of goodwill is not subsequently reversed.
In respect of other assets, an impairment charge is reversed if there has been a
change in the estimates used to determine recoverable amount.
An impairment charge is reversed only to the extent that the asset's carrying
amount does not exceed the carrying amount that would have been determined, net
of depreciation or amortisation, if no impairment charge had been recognised.
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost
includes raw materials, direct labour and expenses, an appropriate proportion of
production and other overheads, but not borrowing costs. Cost is calculated on
a first-in first-out basis.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances, call deposits and investments
with original maturities of three months or less. Bank overdrafts that are
repayable on demand and form an integral part of the group's cash management are
included as a component of cash and cash equivalents for the purpose of the cash
flow statement.
New standards and interpretations not yet adopted
A number of new standards, amendments to standards and interpretations are not
yet effective for the year ended 16 September 2006 and have not been applied in
preparing these consolidated financial statements:
IFRS 7 Financial Instruments: Disclosures and the Amendments to IAS 1
Presentation of Financial Statements: Capital Disclosures require extensive
disclosures about the significance of financial instruments for an entity's
financial position and performance, and qualitative and quantitative disclosures
on the nature and extent of risks. IFRS 7 and amended IAS 1, which will be
adopted for the group's 2007 financial statements, will require additional
disclosures with respect to the group's financial instruments and share capital.
IFRIC 7 Applying the Restatement Approach under IAS 29 Financial Reporting in
Hyperinflationary Economies addresses the application of IAS 29 when an economy
first becomes hyperinflationary and in particular the accounting for deferred
tax. IFRIC 7, which becomes mandatory for the group's 2008 financial
statements, is not expected to have any significant impact on the consolidated
financial statements.
IFRIC 8 Scope of IFRS 2 Share-based Payments addresses the accounting for
share-based payment transactions in which some or all of goods or services
received cannot be specifically identified. IFRIC 8 will become mandatory for
the group's 2007 financial statements, with retrospective application required.
The group has not yet determined the potential effect of the interpretation.
IFRIC 9 Reassessment of Embedded Derivatives requires that a reassessment of
whether embedded derivatives should be separated from the underlying host
contract should be made only when there are changes to the contract. IFRIC 9,
which becomes mandatory for the group's 2007 financial statements, is not
expected to have any significant impact on the consolidated financial
statements.
IFRIC 10 Interim Financial Reporting and Impairment prohibits the reversal of an
impairment loss recognised in a previous interim period in respect of goodwill,
an investment in an equity instrument or a financial asset carried at cost.
IFRIC 10 will become mandatory for the group's 2008 financial statements, and
will apply to goodwill, investments in equity instruments, and financial assets
carried at cost prospectively from the date that the group first applied the
measurement criteria of IAS 36 and IAS 39 respectively (i.e. 18 September 2005).
IFRIC 10 is not expected to have any significant impact on the consolidated
financial statements.
The group does not consider that any other standards or interpretations issued
by the IASB, but not yet applicable, will have a significant impact on the
consolidated financial statements.
This information is provided by RNS
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