Final Results - Part 2

Trinity Mirror PLC 15 March 2001 PART 2 Notes to the 2000 preliminary statement 1. Change in accounting policies The only changes to the Group's accounting policies during the financial year to 31 December 2000 were in respect of the adoption of financial reporting standards FRS 15 'Measurement of Tangible Fixed Assets' and FRS 16 'Current Tax', neither of which had an impact on the profit and loss account. 2. Turnover Statutory Statutory Pro forma (unaudited) 2000 1999 1999 £m £m £m Regional newspapers* 465.3 375.7 462.5 National newspapers 532.4 189.8 519.9 Sports newspapers 31.6 8.3 25.0 Magazines and exhibitions 35.3 18.2 33.9 Digital media 2.5 0.4 1.5 Other 13.2 3.4 19.8 Group turnover by division 1,080.3 595.8 1,062.6 * Regional newspapers includes turnover relating to Belfast Telegraph Newspapers of £31.4 million (1999: £52.8 million) and the Metro titles of £2.6 million (1999: £nil). Belfast Telegraph Newspapers was sold on 30 July 2000. 3. Group operating profit The analysis of the Group's operating profit (before exceptional items) is as follows: Statutory Statutory Pro forma (unaudited) 2000 1999 1999 £m £m £m Regional newspapers* 114.8 94.1 114.6 National newspapers 111.0 39.0 103.6 Sports newspapers 8.2 2.2 5.2 Magazines and exhibitions 6.8 3.9 7.6 Digital media (42.3) (4.4) (7.0) Other 2.9 (0.3) (2.9) Group operating profit by division 201.4 134.5 221.1 * Regional newspapers includes operating profit relating to Belfast Telegraph Newspapers of £13.2 million (1999: £20.8 million) and start up costs of the Metro titles of £4.0 million (1999: £0.3 million). 4. Exceptional items Statutory Statutory Pro forma (unaudited) 2000 1999 1999 Operating exceptional items £m £m £m Restructuring costs (a) 13.3 8.3 9.5 Accelerated depreciation in respect of press 7.5 - - impairment (b) Total exceptional items charged against 20.8 8.3 9.5 operating profit (Profit)/loss on sale/termination of operations (164.5) 4.6 (23.9) (c) Share of exceptional items of associated (17.5) (0.6) (2.2) undertaking (d) Net interest payable (e) - - 3.9 Net exceptional items before taxation (161.2) 12.3 (12.7) a. Restructuring costs of £9.8 million have been incurred as a result of the integration and restructuring of management and operations following the Trinity Mirror merger in 1999. Further restructuring costs, including those in respect of management changes, of £3.5 million have been incurred in respect of the Southnews acquisition. b. Following an assessment of the Group's future press policy undertaken during the year, accelerated depreciation of £7.5 million has been applied to certain press facilities reflecting their impairment. c. The sale of Belfast Telegraph Newspapers resulted in a net profit on disposal of £164.5 million. The loss on termination of operations in 1999 related primarily to the closure of Live TV in November 1999, which resulted in a net loss of £5.6 million, and the costs of the cancelled launch of the new Sporting Life title. In March 1999, Mirror Group disposed of its investment in Scottish Media Group for consideration of £110.0 million. After writing-off the investment and goodwill, a net profit of £31.5 million was realised. This gain is recognised in the pro forma profit and loss account only. d. The share of associated undertaking's exceptional item relates to the net profit on disposal of businesses during 2000 and 1999 by The Press Association. e. Subsequent to the sales of the Holborn property and the investment in Scottish Media Group by Mirror Group, prior to the merger, interest rate swaps with a principal amount of £200.0 million were cancelled at a cost of £3.9 million. 5. Tax on profit on ordinary activities Statutory Statutory Pro forma The charge for taxation is as follows: (unaudited) 2000 1999 1999 Underlying: £m £m £m UK corporation tax 43.2 32.6 44.9 Deferred taxation 0.8 (1.6) (1.8) Tax in associated undertakings - - 1.7 44.0 31.0 44.8 Exceptional: UK corporation tax on exceptional items 3.8 (2.8) (4.9) Deferred taxation on exceptional items (0.8) - - 47.0 28.2 39.9 The underlying tax charge is less than the UK corporation tax rate of 30% because of different treatments of certain items for accounting and taxation purposes. Included in the UK corporation tax charge on exceptional items is £4.6 million in respect of the profit on disposal of Belfast Telegraph Newspapers and £4.6 million in respect of the Group's share of tax on exceptional items of associated undertakings. The tax charge in respect of Belfast Telegraph Newspapers is less than the UK corporation tax rate of 30% due to the tax effective disposal of this subsidiary. 6. Earnings per share Earnings per share are based on the profit on ordinary activities after taxation. They are calculated using the weighted average number of shares in issue (basic) increased by the number of share options in issue (diluted) as shown below. Statutory Statutory Pro forma (unaudited) 2000 1999 1999 No. of shares No. of shares No. of shares Basic (millions) 289.8 186.9 288.5 Diluted (millions) 291.9 188.6 290.3 7. Acquisition of Southnews On 28 November 2000 the Company acquired the entire issued ordinary share capital of Southnews plc. The cash consideration (including the costs of the acquisition) of £265.9 million and issue of £27.1 million of loan notes were satisfied by the increase in the Company's debt balances. For the period prior to the acquisition, the following financial information in respect of Southnews is relevant: 1 April to Year ended 28 November 31 March 2000 2000 £m £m Turnover 63.2 75.9 Operating profit 13.3 15.3 The above results are shown using the accounting policies of Southnews prior to the acquisition. Southnews acquired and retained the Kent and London operations of the former Adscene Group in March 2000. The provisional fair values attributed to the net assets acquired on acquisition were: Net assets acquired Provisional Provisional Book value fair value fair value to Adjustments the Group £m £m £m Intangible fixed assets (i) 109.8 235.9 345.7 Tangible fixed assets 4.2 - 4.2 Current assets (ii) 16.6 0.2 16.8 Creditors falling due within one year (18.5) (5.8) (24.3) (iii) Creditors falling due after one year (40.1) - (40.1) Provisions (iv) (2.8) (2.8) (5.6) Minority interest (3.7) - (3.7) Net assets acquired 65.5 227.5 293.0 The provisional fair value adjustments are in respect of: i. an increase in carrying value of publishing rights and titles to reflect the directors' valuation of these assets at acquisition; ii. an alignment of the application of an accounting policy in respect of debtors; iii. an estimate of the liability likely to result from a pending legal case, various onerous contracts and corporation tax; and iv. future costs related to occupied, let and vacant properties, pension schemes valuation deficits and deferred tax. The provisional nature of the fair value adjustments primarily relates to estimates used in arriving at the pension schemes' valuation and property provisions and accruals. 8. Acquisition of Mirror Group On 6 September 1999 the Company acquired the entire issued share capital of Mirror Group and provisional fair value adjustments were made in the 1999 accounts. Revisions to the provisional fair value adjustments have been made in 2000. a. The fair values attributed to the net assets acquired were: Adjustments Book Provisional Revisions Revised Fair value value 1999 2000 2000 to Group Net assets acquired: £m £m £m £m £m Intangible fixed assets (i) 213.6 1,194.0 13.5 1,207.5 1,421.1 Tangible fixed assets (ii) 351.4 (49.8) (6.8) (56.6) 294.8 Fixed asset investments 10.8 - 0.5 0.5 11.3 Current assets (iii) 155.5 (6.7) (2.0) (8.7) 146.8 Creditors falling due within one (184.3) (13.6) (5.5) (19.1) (203.4) year (iv) Creditors falling due after one (332.9) - - - (332.9) year Provisions (v) (32.9) (14.6) 0.3 (14.3) (47.2) 181.2 1,109.3 - 1,109.3 1,290.5 Revisions to the fair value adjustments are in respect of: (i) an increase in the carrying value of publishing rights and titles to reflect the directors' valuation of these assets at acquisition; (ii) professional independent valuations of plant and machinery on a value to the business basis as at the date of acquisition; (iii) the write off of items of slow moving stock, irrecoverable debtor balances and independent market valuations of assets for resale; (iv) future potential costs in relation to potential libel claims; and (v) future costs related to occupied, let and vacant properties and deferred tax. 9. Issue of Annual Report and Accounts and Annual Review and Summary Financial Statement The 2000 Annual Review and Summary Financial Statement will be posted to shareholders on 28 March 2001. Copies may be obtained after 3 April 2001 from the Company Secretary, Trinity Mirror plc at One Canada Square, Canary Wharf, London, E14 5AP. The Annual Report and Accounts will also be posted on 28 March 2001 to those shareholders who have requested a copy. Copies of the 2000 Annual Report and Accounts may also be obtained from the Company Secretary after 3 April 2001. 10. The financial information set out above does not constitute the Company's statutory accounts for the periods ended 2 January 2000 or 31 December 2000, but is derived from those accounts. Statutory accounts for 1999 have been delivered to the Registrar of Companies and those for the period ended 31 December 2000 will be delivered following the Company's Annual General Meeting. The auditors have reported on those accounts; their reports were unqualified and did not contain statements under section 237(2) or (3) of the Companies Act 1985.

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