IFRS Accounts for 2004/05

Tesco PLC 25 May 2005 25 May 2005 Tesco Releases IFRS Accounts for 2004/05 As previously announced, Tesco today releases restated consolidated financial information for the 52 weeks ending 26 February 2005, applying International Financial Reporting Standards (IFRS). The purpose of this release is to help investors and analysts understand the changes which will impact the company's reported accounts from the 2005/06 financial year as a result of the introduction of IFRS. These changes come into effect this year for all listed companies in the European Union and many other countries around the world. The key headlines from the restated accounts are in line with the guidance given to investors and analysts at Tesco's IFRS seminar, held on 25 February 2005: • No change to underlying business performance • Small impact to reported 04/05 profit (profit after tax reduces by £19m*) • No impact to group pre-tax cash flow This full press release and accompanying financial information is available on the company's website, at www.tesco.com/corporateinfo *This impact excludes the effect of IAS32 and IAS39 - Tesco has elected to take a one year exemption on these standards, as allowed under IFRS rules. Contacts: Investor Relations Steve Webb 01992 644 800 Press Jon Church 01992 646 606 Notes to Editors: 1. International Financial Reporting Standards have been drawn up by the International Accounting Standards Board (www.iasb.org). 2. While UK industry has to cope with the introduction of 37 new standards under IFRS, 17 of these have little or no impact on Tesco. A further 9 lead only to additional disclosure. Of the 11 remaining standards, in line with many other companies, Tesco has elected to take a one-year exemption on IAS32 and IAS39. 3. The first results reported by Tesco under IFRS will be the group's interim results, due for release on 20 September 2005. Restatement of financial information for 2004/05 under International Financial Reporting Standards (IFRS) CONTENTS 1. Introduction 2. Restated IFRS consolidated financial statements • Consolidated Income Statement for the 52 weeks ended 26 February 2005 • Consolidated Statement of Recognised Income and Expense for the 52 weeks ended 26 February 2005 • Reconciliation of consolidated cashflows for the 52 weeks ended 26 February 2005 • Consolidated Balance Sheets as at 29 February 2004 (date of transition to IFRS) - 'Opening balance sheet' and as at 26 February 2005 3. Basis of preparation 4. Review of main changes arising from IFRS 5. IFRS Accounting Policies APPENDICES: • Detailed reconciliation of 2004/05 profit • Detailed reconciliation of equity at 29 February 2004 (date of transition to IFRS) • Detailed reconciliation of equity at 26 February 2005 1. INTRODUCTION Tesco PLC currently prepares its consolidated financial statements under UK Generally Accepted Accounting Principles (UK GAAP). Following regulation passed by the European Parliament in July 2002, we will be required to prepare our 2005 /06 consolidated financial statements in accordance with International Financial Reporting Standards (IFRS) (1). This change applies to all financial reporting for accounting periods beginning on or after 1 January 2005. The Group's first Annual report under IFRS will be for 2005/06 and first IFRS interim results for the 24 weeks to 13 August 2005. The purpose of this document is to explain how Tesco's financial performance for the 52 week period ended 26 February 2005, and its financial position as at that date presented under IFRS differs to that reported under UK GAAP. The financial information presented in this document is unaudited. Summary of the effects of IFRS Impact on 2004/05 profit £m Share-based payments (52) Goodwill 61 Leasing (4) Pensions (41) JV and Associate presentation (32) -------- Profit before tax (68) Tax 49 -------- Profit after tax (19) ======== Impact on net assets February 2005 February 2004 Net assets £(400m) £(305m) Impact on cash flows None of the adjustments arising from IFRS relate to cash, and therefore there is no impact on reported cash flows. (1) References to IFRS in this document refer to the application of International Financial Reporting Standards (IFRS), International Accounting Standards (IAS) and interpretations issued by the International Accounting Standards Board (IASB) and its relevant committees. 2. RESTATED IFRS CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED INCOME STATEMENT For the 52 weeks ended 26 February 2005 2005 IFRS 2005 (under adjustments (restated UK GAAP) for IFRS) £m £m £m Revenue 33,974 - 33,974 Cost of Sales (31,271) (39) (31,310) -------- ---------- -------- Gross Profit 2,703 (39) 2,664 Administrative expenses (754) (1) (755) Profit on disposal of fixed assets 53 (4) 49 -------- ---------- -------- Operating profit 2,002 (44) 1,958 Share of post-tax profits from joint ventures and associates 130 (61) 69 Finance costs (269) 35 (234) Finance income 99 2 101 -------- ---------- -------- Profit before tax 1,962 (68) 1,894 Taxation (593) 49 (544) -------- ---------- -------- Profit for the period 1,369 (19) 1,350 ======== ========== ======== Attributable to: Equity holders of the parent 1,366 (19) 1,347 Minority interests 3 - 3 -------- ---------- -------- 1369 (19) 1,350 ======== ========== ======== Earnings per share Pence Pence Pence Basic 17.72 (0.24) 17.48 Diluted 17.50 (0.24) 17.26 Non-GAAP measures % % % ROCE 11.5 0.1 11.6 £m £m £m EBITDA 2,932 (107) 2,825 CONSOLIDATED STATEMENT OF RECOGNISED INCOME AND EXPENSE For the 52 weeks ended 26 February 2005 UK GAAP IFRS IFRS 2005 Adjustments 2005 £m £m £m Exchange differences on translation of foreign operations 19 (8) 11 Actuarial losses on defined benefit pension schemes - (230) (230) Tax on items taken directly to equity 16 76 92 -------- ---------- -------- Net expense recognised directly in equity 35 (162) (127) Profit for the financial period 1,369 (19) 1,350 -------- ---------- -------- Total recognised income and expense for the period 1,404 (181) 1,223 ======== ========== ======== Attributable to: Equity holders of the parent 1,401 (181) 1,220 Minority Interests 3 - 3 -------- ---------- -------- 1,404 (181) 1,223 ======== ========== ======== CASH FLOW RECONCILIATION For the 52 weeks ended 26 February 2005 None of the adjustments arising from IFRS relate to cash, and therefore there is no impact on reported cash flows. However, IAS 7 'cash flow statements' extends the definition of cash to 'cash and cash equivalents' which includes movements on short-term deposits. This results in a change in presentation of the cash flow information to include these cash equivalents. £m Increase in cash as reported under UK GAAP 121 Movement on short-term deposits (cash-equivalents under IFRS) (97) ------- Increase in cash and cash equivalents (per IFRS definition) 24 Cash and cash equivalents as at 29 February 2004 1,100 Effect of exchange rate fluctuations on cash and cash equivalents 22 ------- Cash and cash equivalents as at 26 February 2005 1,146 ======= CONSOLIDATED BALANCE SHEET At 26 February 2005 2005 (under Adjustments 2005 2004 UK GAAP) for IFRS (under IFRS) (under IFRS) £m £m £m Non-current assets Property, plant and equipment 15,495 (1,046) 14,449 13,186 Investment property - 637 637 539 Goodwill and intangible 1,044 364 1,408 1,221 assets Investments in joint ventures and 407 5 412 330 associates Other investments 7 - 7 6 Deferred tax assets - 14 14 12 --------- ---------- ------- ------- 16,953 (26) 16,927 15,294 Current assets Inventories 1,309 - 1,309 1,199 Trade and other 1,002 (233) 769 811 receivables Cash and cash 1,146 - 1,146 1,100 equivalents --------- ---------- ------- ------- 3,457 (233) 3,224 3,110 Current liabilities Trade and other (5,374) 417 (4,957) (3,986) payables Short-term (477) (5) (482) (847) borrowings Current tax payable (221) - (221) (308) --------- ---------- ------- ------- (6,072) 412 (5,660) (5,141) Net current (2,615) 179 (2,436) (2,031) liabilities Non-current liabilities Long-term borrowings (4,511) (56) (4,567) (4,376) Post-employment - (735) (735) (674) benefits Deferred tax (731) 232 (499) (438) liabilities Other liabilities (20) (1) (21) (25) Provisions (19) 7 (12) (12) --------- ---------- ------- ------- (5,281) (553) (5,834) (5,525) --------- ---------- ------- ------- Net assets 9,057 (400) 8,657 7,738 ========= ========== ======= ======= Equity Share capital 389 - 389 384 Share premium 3,704 - 3,704 3,470 account Other reserves 40 - 40 40 Retained earnings 4,873 (400) 4,473 3,799 --------- ---------- ------- ------- Equity attributable to equity holders of 9,006 (400) 8,606 7,693 the parent Minority interests 51 - 51 45 --------- ---------- ------- ------- Total equity 9,057 (400) 8,657 7,738 ========= ========== ======= ======= 3. BASIS OF PREPARATION The financial information presented in this document has been prepared on the basis of all International Financial Reporting Standards (IFRS) and International Financial Reporting Interpretations Committee (IFRIC) interpretations that are expected to be applicable to 2005/06 financial reporting. These are subject to ongoing review and endorsement by the European Commission, or possible amendment by the IASB, and are therefore subject to possible change. Further standards or interpretations may also be issued that could be applicable for 2005/06. These potential changes could result in the need to change the basis of accounting or presentation of certain financial information from that presented in this document. The Group may need to review some accounting treatments used for the purpose of this document as a result of emerging industry consensus on practical application of IFRS and further technical opinions. This could mean that the financial information in this document may require modification until the Group prepares its first complete set of IFRS financial statements for the 2005/06 financial year. 3.1. IFRS 1: First time adoption of International Financial Reporting Standards The rules for first-time adoption of IFRS are set out in IFRS 1, which requires that the Group establishes its IFRS accounting policies for the 2005/06 reporting date and, in general, apply these retrospectively. The standard allows a number of optional exemptions on transition to help companies simplify the move to IFRS. The exemptions selected by Tesco are set out below: a) Business Combinations (IFRS 3) The Group has elected to apply IFRS 3 prospectively from the date of transition to IFRS rather than to restate previous business combinations. b) Employee Benefits (IAS 19) - Actuarial gains and losses on defined benefit pension schemes The Group has chosen to recognise all cumulative actuarial gains and losses at the date of transition to IFRS. Going forward, we will apply the rules of the amendment to IAS 19 (issued in December 2004) which allows actuarial gains and losses to be recognised immediately in the Statement of Recognised Income and Expense. This approach is consistent with the treatment required by the UK standard FRS 17, the effect of which we have previously disclosed in our UK GAAP accounts. c) Cumulative translation differences (IAS 21 - The effects of changes in foreign exchange rates) According to IAS 21, cumulative foreign exchange movements on translation of foreign entities on consolidation should be disclosed separately within shareholders' funds. However, for simplicity, the Group has elected to reset the foreign currency translation reserve to zero as at 29 February 2004. d) Financial Instruments (IAS 39 - Financial Instruments: Recognition and measurement and IAS 32 - Financial Instruments: Disclosure and presentation) Tesco has opted to take advantage of the one-year exemption for implementation of the Financial Instruments standards. Therefore, for 2004/05 IFRS financial information, financial instruments continue to be accounted for and presented in accordance with UK GAAP. For 2005/06 financial reporting, adjustments will be made as at 27 February 2005 to reflect the differences between UK GAAP and IAS 32/IAS 39. 3.2 Presentation of financial information The layout of the primary financial statements has been amended in accordance with IAS 1 'Presentation of Financial Statements' from that presented under UK GAAP. This format and presentation may require modification as practice and industry consensus develops. 4. REVIEW OF MAIN CHANGES ARISING FROM ADOPTION OF IFRS The following describes the most significant adjustments arising from transition to IFRS. 4.1 Share-based payments (IFRS 2) a) Share Option Schemes The main impact of IFRS 2 for Tesco is the expensing of employees' and directors' share options. The expense is calculated with reference to the fair value of the award on the date of grant and is recognised over the vesting period of the scheme, adjusted to reflect actual and expected levels of vesting. We have used the Black-Scholes model to calculate the fair values of options on their grant date. To ensure better comparability, Tesco will apply IFRS 2 retrospectively to all options granted but not fully vested as at 29 February 2004, rather than just to those granted after 7 November 2002. The fair values of awards granted prior to November 2002 were published on our website on 25 February 2005. In 2004/05, application of IFRS 2 results in a pre-tax charge to the Income Statement of £48m; however, the pre-tax effect is offset by a deferred tax credit of £16m. Thus the net effect on post-tax profit for 2004/05 is £32m. Deferred tax is calculated on the basis of the difference between market price at the balance sheet date and the option exercise price. As a result the tax effect will not correlate to the charge. The excess of the deferred tax over the cumulative P&L charge at the tax rate is recognised in equity (in 2004/05 this amounted to a credit of £9m to retained earnings). The deferred tax asset recognised in February 2004 and February 2005 relating to the share option schemes is £25m and £49m respectively. b) Share Bonus Schemes Under UK GAAP we currently expense share bonus schemes to the P&L applying the rules of UITF 17. Whereas the UK GAAP P&L charge is based on the intrinsic value of the award, the IFRS 2 charge is based on the Fair Value. This results in an additional charge of £4m to the Income Statement in 2004/05. As a result of IFRS, deferred tax assets recognised under UK GAAP relating to share bonus schemes have reduced by approximately £8m at both the 2004 and 2005 balance sheet dates. 4.2 Goodwill arising on Business Combinations (IFRS 3) Under IFRS 3, goodwill is no longer amortised on a straight-line basis but instead is subject to annual impairment testing. Consequently, the goodwill balances were reviewed for impairment as at February 2004 and February 2005 and no further adjustments were identified. In terms of adjustments to the income statement in 2004/05, the non-amortisation of goodwill results in an increase of pre-tax profit of £61m. There are no associated tax impacts. In the February 2005 balance sheet, a foreign exchange gain of £2m has been recognised through reserves relating to the non-amortisation of goodwill; therefore, the total adjustment to net assets relating to goodwill amounts to £63m. 4.3 Recognition of dividends (IAS 10 - Post-Balance sheet events) Dividends declared after the balance sheet date will not be recognised as a liability as at that balance sheet date. The final dividend of £365m declared in April 2004 relating to the 2003/04 financial year has been reversed in the opening balance sheet and charged to equity in the balance sheet as at 26 February 2005. Similarly, the final dividend accrued for the 2004/05 financial year of £410m has been reversed in the IFRS balance sheet as at 26 February 2005. 4.4 Leasing (IAS 17) UK GAAP and IFRS accounting for leases are broadly similar except that IAS 17 requires the Group to consider property leases in their component parts (i.e. land and building elements separately). Following a detailed review of our property lease portfolio, a small number of 'building' leases have been reclassified as finance leases and brought on balance sheet, based on the criteria of IAS 17. This has led to a relatively small increase in fixed assets, and a similar increase in finance lease creditors. The following adjustments have been made at the opening balance sheet and as at 26 February 2005: 29 February 26 February 2004 2005 £m £m Property, plant & equipment 29 49 Adjustment to net assets (4) (5) The main impact on the income statement is that some UK GAAP operating lease expenses will be replaced with depreciation and financing charges for the building elements of the reclassified leases. Over the life of the lease, the total Income Statement charge will remain the same, but the timing of expenses will change, with more of the total expense recognised earlier in the lease term. The net pre-tax impact on the Income Statement is immaterial for the 52 weeks ended 26 February 2005. In 2004/05 there is a one-off P&L adjustment of £4m, relating to the deferral of some profit from the sale and leaseback deal completed in April 2004, which instead will be recognised over the 25 year lease term. 4.5 Employee benefits (IAS 19) Post-employment benefits For UK GAAP reporting, we apply the measurement and recognition policies of SSAP 24 for pensions and other post-employment benefits, whilst providing detailed disclosures for the alternative measurement principles of FRS 17. IAS 19 takes a similar approach to accounting for defined benefit schemes as FRS 17, 'Retirement Benefits', thus on transition, the deficit disclosed under FRS 17 has been recognised in the balance sheet. At the opening balance sheet, this has resulted in a pre-tax reduction in net assets of £676m which represents the sum of the deficit plus the reversal of a SSAP 24 debtor in the UK GAAP balance sheet as at February 04. An associated deferred tax asset of £199m has been recognised in respect of the pension deficit. Therefore the total adjustment to net assets is £477m. Going forward, we have chosen to apply the amendment to IAS 19 which allows actuarial gains and losses to be recognised immediately in the Statement of Recognised Income and Expense i.e. the actuarial gains and losses will be taken directly to reserves. The incremental pre-tax Income Statement charge for 2004/05 from the adoption of IAS 19, compared to SSAP 24, is an additional charge of £41m. This is split between the current service cost (increases operating costs by £45m) and the return on plan assets (increases finance income by £4m). The related tax effect of this is a £12m credit to the P&L. Therefore the 2004/05 after tax effect of the change to IAS 19 is a reduction in profit of £29m. The actuarial loss on the scheme for 2004/05, recognised through reserves, is £230m, with an offsetting tax adjustment of £67m. The February 2005 IAS 19 pension deficit is £735m, with an associated deferred tax asset of £279m. 4.6 Joint ventures (IAS 31) and associates (IAS 28) Tesco has chosen the equity method of accounting for joint ventures (JVs) and associates, which is largely consistent with how they are accounted for in the UK GAAP accounts. The adoption of IFRS will lead to a change in the presentation of the Group's share of the results of our JVs and Associates. Under UK GAAP, we currently include our share of JV and Associate operating profits before interest and tax and show our share of their interest and tax in the respective Group lines on the P&L. Under IFRS, JV and Associate profit is shown as a net figure i.e. post interest and tax. This will have the effect of reducing profit before tax, but will reduce the tax charge. Overall, there is no impact on the Group profit after tax as this is purely a presentational change. 4.7 Impairment of assets (IAS 36) Under IAS 36, individual assets should be reviewed for impairment when there are any indicators of impairment. Where individual assets do not generate cash flows independently from one another, the impairment review should be carried out at the 'Cash-Generating Unit' (CGU) level, which represents the lowest level at which cash flows are independently generated. The IASB has determined that for retailers this is at the individual store level. Following impairment reviews at the opening balance sheet date, we identified a small number of stores which in total required a provision for impairment of £142m. This has the effect of reducing the total fixed asset balance by approximately 1% as at 29 February 2004. A similar review was performed for 2004/05 but no further stores required an impairment provision. However, due to movements in foreign exchange rates, the overall provision set against fixed assets has increased by £10m - this consolidation adjustment has been taken through reserves, with no impact on the 2004/05 Income Statement. IAS 36 has the additional effect of reducing the deferred tax liability by £15m as at February 2004 and £17m as at February 2005 (the movement year-on-year relates to foreign exchange differences which have been taken to reserves). The deferred tax adjustments arise because the impairment reviews have reduced the net book values of certain assets qualifying for capital allowances, with no corresponding change in the tax base. 4.8 Intangible assets (IAS 38) Under UK GAAP, we currently include licences and capitalised development costs within tangible fixed assets on the balance sheet. Under IAS 38, 'Intangible Assets', such items should be disclosed separately on the face of the balance sheet. As a result, there is a reclassification of £256m in the opening balance sheet, and £306m in the balance sheet as at 26 February 2005, between property, plant and equipment and intangible assets. There is no impact on the Income Statement from this reclassification. 4.9 Investment Properties (IAS 40) Under UK GAAP, we currently include all owned property assets within tangible fixed assets on the balance sheet. Under IAS 40, 'Investment Properties', we are required to split out any property which earns rental income or is held for capital appreciation. As a result, there is a reclassification of £539m in the opening balance sheet and £637m in the balance sheet as at 26 February 2005 between property, plant and equipment and investment property. There is no impact on the Income Statement from this reclassification. 4.10 Deferred and current taxes (IAS 12, 'Income taxes') Under UK GAAP, deferred tax is recognised in respect of all timing differences that have originated but not reversed by the balance sheet date and which could give rise to an obligation to pay more or less taxation in the future. Deferred tax under IAS 12 'Income Taxes' is recognised in respect of all temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carrying value for financial reporting purposes. The change to a balance sheet liability method of providing for deferred tax leads to a number of adjustments, as follows: Feb 2004 2004/05 2004/05 Feb 2005 Net Assets P&L Reserves Net Assets £m £m £m £m Impact of IAS 12 (79) (13) (2)* (94) Tax effect of accounting changes 232 30 78 340 -------- ------- -------- -------- Net impact on tax balance/profit after tax 153 17 76 246 JV/Associate presentation change 32 ------- Total impact on tax (incl. JV presentation) 49 * Foreign exchange loss on translation of foreign operations The significant components of the balance sheet adjustments are the recognition of deferred tax assets on the pension deficit and share-based payments; less deferred tax provisions for potential future gains arising from rolled-over gains and for the potential future tax liabilities arising from fair value adjustments recorded for business combinations. Neither of these provisions were previously recognised under FRS 19. 4.11 Other adjustments Other adjustments arise from the reclassification of money market deposits from current asset investments to cash and cash equivalents (as a result of the definition within IAS 7 'Cash Flow Statements'), and other minor presentation differences. 5. IFRS ACCOUNTING POLICIES The following section provides a summary of Tesco's Group Accounting Policies under IFRS. Basis of preparation The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) for the first time. For more details see section 0 of this document. Basis of consolidation The Group financial statements consist of the financial statements of the Company, entities controlled by the Company (its subsidiaries) and the Group's share of interests in joint ventures and associates. Subsidiaries, associates and joint ventures A subsidiary is an entity whose operating and financing policies are controlled, directly or indirectly, by Tesco PLC. The accounts of the parent Company's subsidiary undertakings are prepared to dates around the Group period end apart from Global T.H., Tesco Polska Sp. Z o.o., Tesco Stores CR a.s., Tesco Stores SR a.s., Tesco Kipa A.S., Samsung Tesco Co. Limited, Ex-Chai Distribution System Co. Ltd and C Two-Network Co. Ltd which are prepared to 31 December. An associate is an undertaking, not being a subsidiary or joint venture, over which Tesco PLC has significant influence and can participate in the financial and operating policy decisions of the entity. A joint venture is an entity in which Tesco holds an interest on a long-term basis and which is jointly controlled by Tesco and one or more other venturers under a contractual agreement. Tesco's share of the results of joint ventures and associates is included in the Group income statement using the equity accounting basis. Investments in joint ventures and associates are carried in the Group balance sheet at cost plus post-acquisition changes in the Group's share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill. Use of assumptions and estimates The preparation of the consolidated financial statements requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making judgements about carrying values of assets and liabilities that are not readily apparent from other sources. 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 estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. Revenue Revenue consists of sales through retail outlets and sales of development properties. Revenue is recorded net of returns, vouchers and value-added taxes, when the significant risks and rewards of ownership have been transferred to the buyer. Commission income is recorded based on the terms of the contracts. Property, plant and equipment Property, plant and equipment assets are carried at cost less accumulated depreciation and any recognised impairment in value. Depreciation is provided on a straight-line basis over the anticipated useful economic lives of the assets. The following rates applied for the Group and are consistent with the prior year: • Freehold and leasehold buildings with greater than 40 years unexpired - at 2.5% of cost • Leasehold properties with less than 40 years unexpired are depreciated by equal annual instalments over the unexpired period of the lease. • Plant, equipment, fixtures and fittings and motor vehicles - at rates varying from 10% to 33%. All tangible fixed assets are reviewed for impairment in accordance with IAS 36, Impairment of Assets, when there are indications that the carrying value may not be recoverable. Borrowing costs Borrowing costs directly attributable to the acquisition or construction of qualifying assets are capitalised. Qualifying assets are those that necessarily take a substantial period of time to prepare for their intended use. Investment property Investment property is property held to earn rentals and/or for capital appreciation rather than for the purpose of Group operating activities. The cost model is applied to all investment property, using consistent depreciation policies to those described for owner-occupied property. Leasing Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases. Assets held under finance leases are recognised as assets of the Group at their fair value or, if lower, at the present value of the minimum lease payments, each determined at the inception of the lease. The corresponding liability to the lessor is included in the balance sheet as a finance lease obligation. Lease payments are apportioned between finance charges and reduction of the lease obligations so as to achieve a constant rate of interest on the remaining balance of the liability. Rentals payable and receivable under operating leases are charged to income on a straight-line basis over the term of the relevant lease. Business Combinations and Goodwill Goodwill arising on consolidation represents the excess of the cost of an acquisition over the fair value of the Group's share of the net assets of the acquired subsidiary, associate or joint venture at the date of acquisition. At the acquisition date, goodwill acquired is recognised as an asset and is allocated to each of the cash-generating units expected to benefit from the combination's synergies. This goodwill is reviewed for impairment at least annually by assessing the recoverable amount of each cash-generating unit to which the goodwill relates. When the recoverable amount of the cash-generating unit is less than the carrying amount, an impairment loss is recognised. Any impairment is recognised immediately in profit or loss and is not subsequently reversed. Goodwill arising on the acquisition of joint ventures and associates is included within the carrying value of the investment. Goodwill arising on acquisitions before 29 February 2004 (the date of transition to IFRS) has been retained at the previous UK GAAP amounts subject to being tested for impairment at that date. Intangible assets Acquired intangible assets, such as licences, are measured initially at cost and are amortised on a straight-line basis over their estimated useful lives. Research and development costs Research costs are expensed as incurred. Development expenditure incurred on an individual project is carried forward only if all the criteria set out in IAS 38 'Intangible Assets' are met. Following the initial recognition of the development expenditure, the cost is amortised over the project's estimated useful life, usually at 14-25% of cost. Inventories Inventories comprise goods held for resale and properties held for, or in the course of, development and are valued at the lower of cost and net realisable value. Stocks are valued at retail prices and reduced by appropriate margins to take into account factors such as average cost, obsolescence, seasonality and damage. Cash and cash equivalents Cash and cash equivalents in the balance sheet comprise cash at bank and in hand and short term deposits with an original maturity of three months or less. Pensions The Group accounts for pensions and other post-retirement benefits (principally private healthcare) under IAS19 'Employee Benefits'. In respect of defined benefit plans, obligations are measured at discounted present value (using the projected unit credit method) whilst plan assets are recorded at fair value. The operating and financing costs of such plans are recognised separately in the Income Statement; service costs are spread systematically over the expected service lives of employees and financing costs are recognised in the periods in which they arise. Actuarial gains and losses are recognised immediately in the Statement of Recognised Income and Expense. Payments to defined contribution schemes are recognised as an expense as they fall due. Share-based payments Employees (including directors) of the Group receive part of their remuneration in the form of share-based payment transactions, whereby employees render services in exchange for shares or rights over shares (equity-settled transactions). The fair value of employee share option plans is calculated using the Black-Scholes model. In accordance with IFRS 2 'Share-based payments' the resulting cost is charged to the Income Statement over the vesting period of the options. The value of the charge is adjusted to reflect expected and actual levels of options vesting. Income tax The tax expense included in the Income Statement comprises current and deferred tax. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted by the balance sheet date. Tax is recognised in the Income Statement except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity. 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. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the Income Statement, except when it relates to items charged or credited directly to equity, in which case deferred tax is also dealt with in equity. Deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax assets and liabilities are offset against each other when they relate to income taxes levied by the same tax jurisdiction and when the group intends to settle its current tax assets and liabilities on a net basis. Foreign currencies Transactions in currencies other than Pounds Sterling are recorded at the exchange rates on the date of the transaction. At each balance sheet date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the balance sheet date. Gains and losses arising on retranslation are included in the net profit or loss for the period, except for exchange differences arising on non-monetary assets and liabilities where the changes in fair value are recognised directly in equity. The financial statements of foreign subsidiaries are translated into Pounds Sterling according to the functional currency concept of IAS 21 'The Effects of Changes in Foreign Exchange Rates'. Since all consolidated companies operate as operationally independent entities, their respective local currency is the functional currency. Therefore, assets and liabilities of overseas subsidiaries in foreign currencies are translated at exchange rates prevailing at the date of the Group balance sheet; profits and losses are translated into Sterling at average exchange rates for the relevant accounting periods. Exchange differences arising, if any, are classified as equity and transferred to the Group's translation reserve. Financial instruments The policy on financial instruments used in this document is consistent with UK GAAP as the Group has taken advantage of the exemption in IFRS 1 not to apply IAS 32 and IAS 39 to its 2004/05 figures. The accounting policies for IAS 32 and IAS 39 will be disclosed in the 2005/06 Interim Accounts. APPENDIX 1: RECONCILIATION OF PROFIT For the 52 weeks ended 26 February 2005 Reported Share-based Business Leasing Employee under payments Combinations benefits UK GAAP IFRS 2 IFRS 3 IAS 17 IAS 19 £m £m £m £m £m Revenue 33,974 - - - - Cost of Sales (31,271) - - 1 (40) -------- --------- ---------- ------- -------- Gross profit 2,703 - - 1 (40) Administrative expenses (754) (52) 56 - (5) Profit on disposal of fixed assets 53 - - (4) - -------- --------- ---------- ------- -------- Operating profit 2,002 (52) 56 (3) (45) Share of post-tax profits from joint ventures and associates 130 - 5 - - Finance costs (269) - - (1) - Finance income 99 - - - 4 -------- --------- ---------- ------- -------- Profit before tax 1,962 (52) 61 (4) (41) Income tax expense (593) 16 - 2 12 -------- --------- ---------- ------- -------- Profit for the period 1,369 (36) 61 (2) (29) ======== ========= ========== ======= ======== Reconciliation to underlying profit Profit before tax 1,962 (52) 61 (4) (41) Net profit/ loss on disposal of fixed assets (53) - - 4 - Integration costs 53 - - - - Goodwill amortisation 67 - (61) - - --------- ---------- ------- -------- Underlying profit 2,029 (52) - - (41) --------- ---------- ------- -------- Presentation Deferred Total IFRS Restated of JVs and tax adjustments under Associates IFRS IAS 28/31 IAS 12 £m £m £m £m Revenue - - - 33,974 Cost of Sales - - (39) (31,310) --------- -------- --- --------- -------- Gross profit - - (39) 2,664 Administrative expenses - - (1) (755) Profit on disposal of fixed assets - - (4) 49 --------- -------- --- --------- -------- Operating profit - - (44) 1,958 Share of post-tax profits from joint ventures and associates (66) - (61) 69 Finance costs 36 - 35 (234) Finance income (2) - 2 101 --------- -------- --- --------- -------- Profit before tax (32) - (68) 1,894 Income tax expense 32 (13) 49 (544) --------- -------- --- --------- -------- Profit for the period - (13) (19) 1,350 ========= ======== === ========= ======== Reconciliation to underlying profit Profit before tax (32) - (68) 1,894 Net profit/ loss on disposal of fixed assets - - 4 (49) Integration costs - - - 53 Goodwill amortisation - - (61) 6 --------- -------- --------- -------- Underlying profit (32) - (125) 1,904 --------- -------- --------- -------- APPENDIX 2: RECONCILIATION OF EQUITY - As at 29 February 2004 (Opening balance sheet for IFRS) Reported under Business Pensions Dividends Investment Intangible UK GAAP Combinations property assets IFRS 3 IAS 19 IAS 10 IAS 40 IAS 38 £m £m £m £m £m £m Non-current assets Property, plant and equipment 14,094 - - - (539) (256) Investment property - - - - 539 - Goodwill and intangible assets 965 - - - - 256 Investments in joint ventures and associates 330 - - - - - Other investments 6 - - - - - Deferred tax - - - - - - assets -------- ------- ------ ------ ------- ------ 15,395 - - - - - Current assets Inventories 1,199 - - - - - Trade and other receivables 826 - (12) - - - Investments 430 - - - - - Cash and cash equivalents 670 - - - - - -------- ------- ------ ------ ------- ------ 3,125 - (12) - - - Current liabilities Trade and other payables (4,364) - 10 365 - - Short-term borrowings (844) - - - - - Current tax payable (308) - - - - - -------- ------- ------ ------ ------- ------ (5,516) - 10 365 - - Net current liabilities (2,391) - (2) 365 - - Non-current liabilities Long-term borrowings (4,346) - - - - - Post-employment benefits - - (674) - - - Deferred tax liabilities (579) - 199 - - - Other liabilities (22) - - - - - -------- ------- ------ ------ ------- ------ (4,947) - (475) - - - Provisions (14) - - - - - -------- ------- ------ ------ ------- ------ Net Assets 8,043 - (477) 365 - - ======== ======= ====== ====== ======= ====== Equity Share capital 384 - - - - - Share premium account 3,470 - - - - - Other reserves 40 - - - - - Retained earnings 4,104 - (477) 365 - - -------- ------- ------ ------ ------- ------ Total equity shareholders' funds 7,998 - (477) 365 - - Minority Interests 45 - - - - - -------- ------- ------ ------ ------- ------ Total equity 8,043 - (477) 365 - - ======== ======= ====== ====== ======= ====== Leasing Share based Impairment of Deferred tax Other Restated payments fixed assets under IAS 17 IFRS 2 IAS 36 IAS 12 IFRS £m £m £m £m £m £m Non-current assets Property, plant and equipment 29 - (142) - - 13,186 Investment property - - - - - 539 Goodwill and intangible assets - - - - - 1,221 Investments in joint ventures and associates - - - - - 330 Other investments - - - - - 6 Deferred tax assets - - - - 12 12 ------ ------- ------- ------ ----- ------- 29 - (142) - 12 15,294 Current assets Inventories - - - - - 1,199 Trade and other receivables (3) - - - - 811 Investments - - - - (430) - Cash and cash equivalents - - - - 430 1,100 ------ ------- ------- ------ ----- ------- (3) - - - - 3,110 Current liabilities Trade and other payables - - - - 3 (3,986) Short-term borrowings (3) - - - - (847) Current tax payable - - - - - (308) ------ ------- ------- ------ ----- ------- (3) - - - 3 (5,141) Net current liabilities (6) - - - 3 (2,031) Non-current liabilities Long-term borrowings (30) - - - - (4,376) Post-employment benefits - - - - - (674) Deferred tax liabilities 1 17 15 (79) (12) (438) Other liabilities - - - - (3) (25) ------ ------- ------- ------ ----- ------- (29) 17 15 (79) (15) (5,513) Provisions 2 - - - - (12) ------ ------- ------- ------ ----- ------- Net Assets (4) 17 (127) (79) - 7,738 ====== ======= ======= ====== ===== ======= Equity Share - - - - - 384 capital Share premium account - - - - - 3,470 Other reserves - - - - - 40 Retained earnings (4) 17 (127) (79) - 3,799 ------ ------- ------- ------ ----- ------- Total equity shareholders' funds (4) 17 (127) (79) - 7,693 Minority Interests - - - - - 45 ------ ------- ------- ------ ----- ------- Total equity (4) 17 (127) (79) - 7,738 ====== ======= ======= ====== ===== ======= NB - The above UK GAAP numbers have been adjusted into IFRS format (in accordance with IAS 1) APPENDIX 3: RECONCILIATION OF EQUITY - As at 26 February 2005 Reported under Business Pensions Dividends Investment Intangible UK GAAP Combinations property assets IFRS 3 IAS 19 IAS 10 IAS 40 IAS 38 £m £m £m £m £m £m Non-current assets Property, plant and equipment 15,495 - - - (637) (306) Investment property - - - - 637 - Intangible assets 1,044 58 - - - 306 Investments in joint ventures and associates 407 5 - - - - Other investments 7 - - - - - Deferred tax - - - - - - assets -------- -------- ------ ------ ------- ------ 16,953 63 - - - - Current assets Inventories 1,309 - - - - - Trade and other receivables 1,002 - (230) - - - Investments 346 - - - - - Cash and cash equivalents 800 - - - - - -------- -------- ------ ------ ------- ------ 3,457 - (230) - - - Current liabilities Trade and other payables (5,374) - 14 410 - - Short-term borrowings (477) - - - - - Current tax payable (221) - - - - - -------- -------- ------ ------ ------- ------ (6,072) - 14 410 - - Net current liabilities (2,615) - (216) 410 - - Non-current liabilities Long-term borrowings (4,511) - - - - - Post-employment benefits - - (735) - - - Deferred tax liabilities (731) - 279 - - - Other liabilities (20) - - - - - -------- -------- ------ ------ ------- ------ (5,262) - (456) - - - Provisions (19) - - - - - -------- -------- ------ ------ ------- ------ Net Assets 9,057 63 (672) 410 - - ======== ======== ====== ====== ======= ====== Equity Share 389 - - - - - capital Share premium account 3,704 - - - - - Other reserves 40 - - - - - Retained earnings 4,873 63 (672) 410 - - -------- -------- ------ ------ ------- ------ Total equity shareholders' funds 9,006 63 (672) 410 - - Minority Interests 51 - - - - - -------- -------- ------ ------ ------- ------ Total equity 9,057 63 (672) 410 - - ======== ======== ====== ====== ======= ====== Leasing Share Impairment Deferred Other Restated based of fixed tax under IFRS payments assets IAS 17 IFRS 2 IAS 36 IAS 12 £m £m £m £m £m £m Non-current assets Property, plant and equipment 49 - (152) - - 14,449 Investment property - - - - - 637 Intangible assets - - - - - 1,408 Investments in joint ventures and associates - - - - - 412 Other investments - - - - - 7 Deferred tax assets - - - - 14 14 ------ ------- ------- ------ ----- ------- 49 - (152) - 14 16,927 Current assets Inventories - - - - - 1,309 Trade and other receivables (3) - - - - 769 Investments - - - - (346) - Cash and cash equivalents - - - - 346 1,146 ------ ------- ------- ------ ----- ------- (3) - - - - 3,224 Current liabilities Trade and other payables - (8) - - 1 (4,957) Short-term borrowings (5) - - - - (482) Current tax payable - - - - - (221) ------ ------- ------- ------ ----- ------- (5) (8) - - 1 (5,660) Net current liabilities (8) (8) - - 1 (2,436) Non-current liabilities Long-term borrowings (56) - - - - (4,567) Post-employment benefits - - - - - (735) Deferred tax liabilities 3 41 17 (94) (14) (499) Other liabilities - - - - (1) (21) ------ ------- ------- ------ ----- ------- (53) 41 17 (94) (15) (5,822) Provisions 7 - - - - (12) ------ ------- ------- ------ ----- ------- Net Assets (5) 33 (135) (94) - 8,657 ====== ======= ======= ====== ===== ======= Equity Share - - - - - 389 capital Share premium account - - - - - 3,704 Other reserves - - - - - 40 Retained earnings (5) 33 (135) (94) - 4,473 ------ ------- ------- ------ ----- ------- Total equity shareholders' funds (5) 33 (135) (94) - 8,606 Minority Interests - - - - - 51 ------ ------- ------- ------ ----- ------- Total equity (5) 33 (135) (94) - 8,657 ====== ======= ======= ====== ===== ======= NB - The above UK GAAP numbers have been adjusted into IFRS format (in accordance with IAS 1) This information is provided by RNS The company news service from the London Stock Exchange

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