Adoption of IFRS

GUS PLC 14 June 2005 14 June 2005 GUS plc Adoption of International Financial Reporting Standards GUS plc, the retail and business services group, today releases its unaudited financial results for the year to 31 March 2005 as prepared under International Financial Reporting Standards. The move to IFRS will not change how GUS is managed and will have no impact on cash flow. The main changes compared to the financial results prepared under UK GAAP are as below: •Benchmark PBT1 of £906m, £4m lower than the UK GAAP equivalent of £910m •Reported PBT of £843m, £150m higher than the UK GAAP equivalent of £693m, mainly reflecting the elimination of goodwill amortisation •Effective tax rate2 of 26.5%, up 2.2% compared to the UK GAAP equivalent of 24.3%. Tax payable in cash is unlikely to change materially as a result of IFRS •Benchmark basic EPS3 of 61.5p, 4% lower than the UK GAAP equivalent of 63.8p, reflecting the higher tax rate •Reported basic EPS of 59.9p, 17.6p higher than the UK GAAP equivalent of 42.3p •Capital employed at 31 March 2005 of £3,384m, compared to the UK GAAP equivalent of £3,070m 1 Benchmark PBT is defined as profit before amortisation of acquisition intangibles, exceptional items (i.e. gains or losses on disposal or closure of businesses and goodwill impairment charges), financing fair value remeasurements and taxation. It includes the Group's share of associates' pre-tax profit and the profits or losses of discontinued operations up to the date of disposal or closure. 2 Effective tax rate is based on Benchmark PBT. 3 Benchmark basic EPS takes Benchmark PBT less taxation (attributable to Benchmark PBT) and minority interests, divided by the weighted average number of shares in issue (excluding own shares held in Treasury and in the ESOP trust). Enquiries GUS David Tyler Group Finance Director 020 7495 0070 Fay Dodds Director of Investor Relations Finsbury Rupert Younger 020 7251 3801 Rollo Head GUS announcements are available on its website, www.gusplc.com. There will be a conference call to discuss this announcement at 10am today. The slides which will be referred to during this call and additional information on the formal IFRS financial statements presentation, accounting policies and the fair value of share-based payments are also available on the website. Certain statements made in this announcement are forward-looking statements. Such statements are based on current expectations and are subject to a number of risks and uncertainties that could cause actual results to differ materially from any expected future results in forward-looking statements. Introduction For accounting periods commencing on or after 1 January 2005, it is mandatory for the consolidated financial statements of all European listed companies to be reported in accordance with International Financial Reporting Standards (IFRS). For GUS, the first year of full IFRS reporting is the 12 months ending 31 March 2006. The Transition Date is 1 April 2004. The move to IFRS will not change how GUS is managed and will have no impact on cash flow. As with most companies, it will, however, lead to increased volatility in the income statement and balance sheet, with the presentation of the financial statements also affected. Against this background, GUS has identified measures of Benchmark PBT and Benchmark EPS that it believes will assist understanding of the performance of the business. This approach is comparable with that previously used. Management will focus on these measures while complying with the reporting requirements of IFRS. Free cash flow is not affected by the transition to IFRS and remains a key performance indicator both internally and for shareholders. This announcement summarises: - the major changes to the income statement resulting from the move from UK Generally Accepted Accounting Principles (UK GAAP) to IFRS; - the definition of Benchmark PBT and Benchmark EPS; and - the material transitional adjustments to the balance sheet at 1 April 2004 and the restated balance sheet at 31 March 2005. Additional disclosure is given in the Appendix, including divisional analyses and restated interim results. The financial information in this announcement is unaudited. It is also subject to possible change as the definition and interpretation of IFRS continues to evolve and be amended by the relevant authorities. Financial statements for 12 months to 31 March 2005 - under UK GAAP On 25 May 2005, GUS issued its preliminary results. The financial statements were prepared under UK GAAP as summarised below: 12 months to 31 March 2005 Notes Profit £m Argos Retail Group 421.5 Experian 318.3 Burberry 165.7 Central activities (24.1) ------- Continuing operations 2-5 881.4 Discontinued operations 55.4 ------- Total 936.8 Net interest 3, 5 (26.4) Profit before amortisation of goodwill, exceptional items and taxation 910.4 Amortisation of goodwill 6 (207.3) Exceptional charge 7 (10.0) ------- Profit before taxation 693.1 Taxation 9 (221.2) Equity minority interests (49.4) ------- Profit for the financial year 422.5 Dividends 10 (292.7) Retained profit 129.8 ------------------------------------------------------------------------------- EPS before amortisation of goodwill and exceptional items 63.8p Reported basic EPS 42.3p ------------------------------------------------------------------------------- The profit figure shown against each business above is operating profit, defined as profit before interest, taxation, exceptional items and goodwill amortisation. This summary table differs from the statutory UK GAAP profit and loss account. At 31 March 2005 Notes £m ------------------------------------------------------------------------------ Total equity shareholders' funds 3-6, 10 2,810 Equity minority interests 260 ---------- Capital employed 3,070 Financial statements for 12 months to 31 March 2005 - under IFRS The results presented in the same format as UK GAAP on the previous page but measured under IFRS have been restated and summarised as below: 12 months to 31 March 2005 Notes Profit £m Argos Retail Group 418.0 Experian 317.0 Burberry 161.3 Central activities (21.8) ---------- Continuing operations 2-5 874.5 Discontinued operations 55.2 ---------- Total 929.7 Net interest 3, 5 (23.7) ---------- Benchmark PBT 1 906.0 Amortisation of acquisition intangibles 6 (4.1) Exceptional charge 7 (3.5) Fair value remeasurements 8 - Profit before taxation 898.4 Taxation 9 (250.2) Equity minority interests (49.4) ---------- Profit for the financial year 598.8 Dividends* 10 (281.5) Retained profit* 317.3 ------------------------------------------------------------------------------ Benchmark EPS 1 61.5p Reported basic EPS 59.9p The profit figure shown against each business above is operating profit, defined as profit before interest, taxation, exceptional items, amortisation of acquisition intangibles and financing fair value remeasurements. This summary table differs from the formal IFRS income statement. A reconciliation between the two is included in Appendix 1. * IFRS records dividends as movements in equity rather than appropriations of profit. The term retained profit is used here as a direct comparison to UK GAAP. At 31 March 2005 Notes £m Total equity shareholders' funds 3-6, 10 3,128 Equity minority interests 256 ---------- Capital employed 3,384 Reconciliation of the summary tables from UK GAAP to IFRS Benchmark PBT of £906m is £4m lower than the UK GAAP equivalent of £910m. The table below provides a summary reconciliation of UK GAAP to IFRS for the year to 31 March 2005: 12 months to 31 March 2005 Notes £m ------------------------------------------------------------------------------ Profit before amortisation of goodwill, exceptional items and taxation under UK GAAP 910.4 Share-based payments 2 (6.6) Pension costs 3 2.3 Catalogue costs 4 (1.2) Other adjustments 5 1.1 ---------- Benchmark PBT under IFRS 1 906.0 ---------- The equivalent of retained profit under IFRS is significantly higher in 2005. The table below provides a summary reconciliation of retained profit under UK GAAP to retained profit under IFRS: 12 months to 31 March 2005 Notes £m Retained profit for the year under UK GAAP 129.8 Share-based payments, pension costs, catalogue costs and other adjustments as above 2-5 (4.4) Amortisation of acquisition intangibles 6 (4.1) Reversal of goodwill amortisation 6 207.3 Goodwill impairment 6 - Net change to exceptional charge 7 6.5 Fair value remeasurements relating to financial instruments 8 - Deferred taxation 9 (29.0) Dividends 10 11.2 ---------- Retained profit for the year under IFRS 317.3 Capital employed increases at 31 March 2005 by 10% under IFRS. The following table provides a summary reconciliation between UK GAAP and IFRS for the balance sheets as at 1 April 2004 and 31 March 2005: Notes At 31 March At 1 April 2004 2005 £m £m Capital employed under UK GAAP 3,070 2,971 Pension liabilities 3 (226) (227) Catalogue costs 4 (15) (14) Lease incentives 5 (34) (34) Amortisation of acquisition intangibles 6 (4) - Reversal of UK GAAP goodwill amortisation charged after transition 6 207 - Goodwill impairment on transition 6 (3) (3) Deferred taxation 9 186 210 Dividends 10 202 191 Other 5 1 (5) ------------------------------------ Capital employed under IFRS 3,384 3,089 Notes to tables The following notes explain the definition of Benchmark PBT and the main differences between the summary tables under UK GAAP and IFRS. Note 1 - Benchmark PBT GUS has defined Benchmark PBT as profit before: - amortisation of acquisition intangibles; - exceptional items (i.e. gains or losses on disposal or closure of businesses and goodwill impairment charges); - fair value remeasurements relating to financial instruments; and - taxation. Benchmark PBT also includes: - the Group's share of pre-tax profits of associates (IFRS requires disclosure of the post-tax result on the formal income statement); and - any operating profits or losses of discontinued operations up to the date of disposal or closure (which are shown separately under IFRS). The additional disclosures below Benchmark PBT are still shown in the summary table on page five and in the formal income statement as required. Benchmark basic EPS takes Benchmark PBT less taxation (attributable to Benchmark PBT) and minority interests, divided by the weighted average number of shares in issue (excluding own shares held in Treasury and in the ESOP trust). Note 2 - share-based payments Expensing additional share-based payments reduces profit before tax and exceptional items by £6.6m in the year to 31 March 2005. IFRS requires that the fair value of all share-based payments is charged to the income statement over the vesting period. GUS has elected to apply the requirements retrospectively to all payments including those granted before the prescribed date of 7 November 2002 but not vested at the Transition Date to IFRS of 1 April 2004. There are three principal differences in the accounting methods for share-based payments under UK GAAP and IFRS. These relate to: - share options (including SAYE). These give rise to a charge under IFRS, whereas they did not under UK GAAP; - the Performance Share Plan (which gives shares to participants at no cost depending on the total shareholder return of GUS over a three year period). The expense is lower under IFRS than under UK GAAP. Under UK GAAP, it was assumed that the awards vest in full. Under IFRS, it is estimated that 60% will vest; and - the Co-Investment Plan (which gives participants matching shares after three years if they invest their annual cash bonus in GUS shares). Although the total charge over time is the same under UK GAAP and IFRS, the phasing is different. Under UK GAAP, all the expense of a grant was taken at the beginning (i.e. in the year when the bonus on which it is based was earned). Under IFRS, the expense is spread over a four year period, starting in the year when the bonus on which it is based is earned. In the year to 31 March 2006, these changes are estimated to lead to an additional cost of about £20m compared to UK GAAP (i.e. about £13m higher than the corresponding £6.6m impact in 2005). This largely relates to the phasing of the Co-Investment Plan charge. Note 3 - pensions The change in the way that the cost of pension and other post-retirement benefits is calculated increases profit before tax and exceptional items by £2.3m in total in the year to 31 March 2005. Under IFRS, the pension charge principally comprises a current service cost, charged to operating profit, and a financing item, reported within net interest. Under IAS 19, the current service cost of future pension benefits is calculated using a lower real discount rate than under SSAP 24, which increases the cost. However, this effect is offset at GUS by other changes, principally related to the manner in which scheme deficits were dealt with under SSAP 24. The net effect of these changes is to increase operating profit by £0.2m. Net interest is reduced by £2.1m, reflecting the excess of the expected return on pension assets over the interest on pension liabilities. In the year to 31 March 2006, the current service cost is expected to increase by around £7m mainly because of reductions in discount rates and increased longevity. However, this will be offset by a decrease of about £7m in net interest, due mainly to the effect of the £76m special pension contributions made in March 2005. Under IAS 19, GUS has adopted the option that requires the full actuarial value of the surplus or deficit of pension schemes and other post-retirement benefits to be shown on the balance sheet. The net liability, after deferred tax, in respect of pensions and other post-retirement benefits at 31 March 2005 was £78m. It is expected that the value of the surplus or deficit will fluctuate from one year to another, reflecting among other things changes in interest rates and the value of relevant stock markets. Any movements in the pension assets and liabilities arising from actuarial gains and losses (such as changes in the discount rate, longevity assumptions or stock market fluctuations) are recognised immediately in full under IFRS through the Statement of Recognised Income and Expense (SORIE). As such, they do not impact either Benchmark PBT or reported PBT. Note 4 - catalogue costs Catalogue costs are expensed as incurred under IFRS, reducing profit before tax by £1.2m, whereas under UK GAAP, catalogue costs were expensed over the period in which the catalogues generated revenue. Although the year-on-year effect of this adjustment is small, it has a significant impact between the first and second halves in 2005. In the six months to 30 September 2004, catalogue costs were £8.1m lower under IFRS. In the six months to 31 March 2005, catalogue costs were £9.3m higher under IFRS. In the year to 31 March 2006, catalogue costs under IFRS compared to UK GAAP are expected to have a similar net impact, reducing profit before tax by about £1m. However, the phasing is expected to differ significantly with catalogue costs about £2m lower in the six months to 30 September 2005 and about £3m higher in the second half of the year. In other words, compared to the previous year, this results in an adverse £6m movement in the six months to September 2005, offset by a favourable £6m movement in the six months to 31 March 2006. Note 5 - other adjustments Other adjustments comprise several other items that are not individually significant. They include property lease incentives, which are recognised over the full term of the lease under IFRS, reducing profit before tax by £0.4m. Under UK GAAP, these were recognised from the start of the lease to the first rent review. The divisional split of the adjustments in notes 2 to 5 is given in Appendix 2. Note 6 - goodwill amortisation Under IFRS, the amortisation of capitalised goodwill on acquisitions is no longer allowed. Goodwill amortisation charged under UK GAAP after Transition Date is reversed in the IFRS income statement and balance sheet. Goodwill will be subject to an annual impairment review, with any charge reported under exceptional items in the summary table. IFRS also requires that, on acquisition, specific intangible assets are identified and recognised and then amortised over their useful economic lives. These include items such as brand names and customer lists, to which value is first attributed at the time of acquisition. In the year to 31 March 2005, this amortisation amounted to £4.1m, which relates to Experian acquisitions undertaken during the year. Earlier acquisitions have not been restated. As it did with goodwill amortisation, GUS will exclude amortisation of acquisition intangibles from its definition of Benchmark PBT. This is because the amortisation of acquisition intangibles is based on uncertain judgments about the value and economic life of such items and treated differently to similar assets created by expenditures within a business already owned by GUS. The amortisation of intangibles that have always been capitalised, principally databases and software, will continue to be charged in arriving at Benchmark PBT. Note 7 - exceptional items IFRS permits the use of exceptional items, although the treatment and measurement of certain items differs to that under UK GAAP. GUS will continue to treat as exceptional items only those costs associated with the disposal or closure of businesses and goodwill impairment charges. All other restructuring costs are charged against operating profit in the businesses in which they are incurred. In the year to 31 March 2005, exceptional costs were £10.0m under UK GAAP and £3.5m under IFRS, with the difference reflecting a £3.7m credit relating to the impact on pension liabilities of the disposal of home shopping and Reality and other minor remeasurements. Note 8 - financial instruments GUS has taken advantage of the option under IFRS 1 to defer the implementation of IAS 32 (Financial Instruments: Disclosure and Presentation) and IAS 39 (Financial Instruments: Recognition and Measurement) to the financial year ended 31 March 2006. As a result, there will be no impact in the year to 31 March 2005. These standards will first be applied for the six months to 30 September 2005. The most significant financial instruments for GUS are its forward sales of foreign currencies to hedge the value of investments in group businesses outside the UK. The treatment of these will be effectively the same under IFRS as under UK GAAP, with the fair value being recognised in the balance sheet and mark-to-market re-measurements being taken through the SORIE rather than the income statement. Many, but not all, of the Group's other derivatives will qualify for hedge accounting under IFRS. These gains or losses will also be taken through the SORIE, not the income statement. Some of the Group's derivatives will not qualify for hedge accounting. Gains or losses on these arising from market movements will be charged or credited to the income statement. As noted above, these financing fair value re-measurements are excluded from Benchmark PBT and EPS. Note 9 - taxation The effective tax rate under IFRS increased by 2.2% compared to the UK GAAP equivalent, largely because of the treatment of deferred tax. Under UK GAAP, the effective tax rate, based on profit before amortisation of goodwill and before profits and losses on sale of businesses, was 24.3%. Under IFRS, the equivalent effective tax rate is 26.5%. The increase is due to the treatment of tax relief on goodwill written off to reserves (on pre-1998 US acquisitions). Under UK GAAP, this relief was credited each year against the tax charge in the income statement. Under IFRS, a deferred tax asset is set up for this future relief at the time of the acquisition; as the tax relief is received, it is credited against this deferred tax asset. It is important to note that tax payable in cash is unlikely to change materially as a result of IFRS. For the year to 31 March 2006, as previously noted, GUS expects its effective tax rate to increase further by about 2%, mainly affected by GUS' current understanding of recent proposed changes in UK tax legislation. Note 10 - dividends IFRS does not allow a dividend that is proposed but not yet authorised to be accrued in the financial statements. This means that, under IFRS, accounting for dividends is effectively on a cash paid basis, resulting in a small difference in the full year charge on the income statement. On the balance sheet, there is therefore no longer a dividend accrual. Appendix 1. Reconciliation of IFRS Benchmark PBT to formal income statement 12 months to 31 March 2005 £m ------------------------------------------------------------------------------- Benchmark PBT 906.0 Amortisation of acquisition intangibles (4.1) Exceptional items (3.5) Exclude operating profit of discontinued operations (55.2) Exclude interest expense of discontinued operations 1.2 Exclude exceptional items of discontinued operations (0.2) Include tax expense on share of profits of associates (1.1) --------- IFRS profit before taxation 843.1 Tax expense (233.0) --------- Profit after taxation 610.1 Discontinued operations (after interest, tax and exceptional items) 38.1 --------- Profit for the financial year 648.2 Profit attributable to: Equity shareholders of the parent company 598.8 Minority interests 49.4 --------- Profit for the financial year 648.2 -------------------------------------------------------------------------------- 2. Adjustments to Benchmark PBT by business 12 months to 31 UK GAAP Share-based Pensions Other IFRS March 2005 payments adjustments1 £m Argos 309.6 (2.3) - (2.3) 305.0 Homebase 91.8 (1.3) - (0.2) 90.3 ARG FS 0.2 - - - 0.2 Wehkamp 19.9 - 1.8 0.8 22.5 ------------------------------------------------------------ Total ARG 421.5 (3.6) 1.8 (1.7) 418.0 Experian North America 188.2 0.6 - 0.1 188.9 International 130.1 (0.6) (1.9) 0.5 128.1 ------------------------------------------------------------ Total Experian 318.3 - (1.9) 0.6 317.0 Burberry 165.7 (4.3) (0.2) 0.1 161.3 Central (24.1) 2.1 0.5 (0.3) (21.8) activities ------------------------------------------------------------ Continuing operations 881.4 (5.8) 0.2 (1.3) 874.5 Discontinued operations 55.4 (0.8) - 0.6 55.2 ------------------------------------------------------------ Total 936.8 (6.6) 0.2 (0.7) 929.7 Net interest (26.4) - 2.1 0.6 (23.7) Benchmark PBT 910.4 (6.6) 2.3 (0.1) 906.0 -------------------------------------------------------------------------------- 1 These include catalogue costs, lease incentives and other adjustments that are not individually significant. 3. Restated interim results Reconciliation of IFRS interim Benchmark PBT to interim formal income statement Six months to 30 September 2004 £m -------------------------------------------------------------------------------- Benchmark PBT 406.9 Amortisation of acquisition intangibles (0.1) Exceptional items 21.1 Exclude operating profit of discontinued operations (24.8) Exclude interest income of discontinued operations (0.2) Exclude exceptional items of discontinued operations (25.5) Include tax expense on share of profits of associates (0.8) --------- IFRS profit before taxation 376.6 Tax expense (104.9) --------- Profit after taxation 271.7 Discontinued operations (after interest, tax and exceptional items) 43.8 --------- Profit for the period 315.5 --------- Profit attributable to: Equity shareholders of the parent company 296.9 Minority interests 18.6 --------- Profit for the period 315.5 4. Adjustments to Benchmark PBT by business for H1 2004/5 Six months to UK GAAP Share-based Pensions Other IFRS 30 Sept 2004 payments adjustments1 £m Argos 85.7 (1.0) - 7.0 91.7 Homebase 76.3 (0.7) - (0.2) 75.4 ARG FS 0.4 - - - 0.4 Wehkamp 10.3 - 0.9 1.2 12.4 ---------------------------------------------------------------- Total ARG 172.7 (1.7) 0.9 8.0 179.9 Experian North America 90.7 (1.4) - - 89.3 International 62.0 (1.9) (1.0) 0.4 59.5 ---------------------------------------------------------------- Total Experian 152.7 (3.3) (1.0) 0.4 148.8 Burberry 78.8 (1.3) (0.1) 0.2 77.6 Central (10.8) (2.7) 0.3 (0.3) (13.5) activities ---------------------------------------------------------------- Continuing operations 393.4 (9.0) 0.1 8.3 392.8 Discontinued operations 24.8 - - - 24.8 --------------------------------------------------------------- Total 418.2 (9.0) 0.1 8.3 417.6 Net interest (12.4) - 1.0 0.7 (10.7) Benchmark PBT 405.8 (9.0) 1.1 9.0 406.9 Amortisation of acquisition intangibles (0.1) Exceptional charge 21.1 Fair value remeasurements - -------- Profit before taxation 427.9 Taxation (112.4) Equity minority interests (18.6) -------- Profit for the period 296.9 Dividends2 (191.0) -------- Retained profit2 105.9 Benchmark EPS 28.0p Reported basic EPS 29.7p 1 These include catalogue costs, lease incentives and other adjustments that are not individually significant. 2 IFRS records dividends as movements in equity rather than appropriations of profit. The term retained profit is used here as a direct comparison to UK GAAP. 5. Timetable 20 June 2005 2005 Annual Report published, giving summary IFRS reconciliation 20 July 2005 AGM and Q1 Trading Update, published under IFRS (as all subsequent Trading Updates will be) 17 November 2005 2005/6 interim results, published under IFRS 24 May 2006 2006 Preliminary results, published under IFRS 6. Additional information The following additional information is available on the GUS website, www.gusplc.com. - Summary slide presentation, which will be referred to during the conference call at 10am today - Formal IFRS financial statements presentation - Accounting policies - Fair value of share-based payments This information is provided by RNS The company news service from the London Stock Exchange SFAFADSISEEM

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