Interim Results

Tesco PLC 21 September 2004 TESCO PLC INTERIM RESULTS 2004/5 24 Weeks ended 14 August 2004 FIRST HALF PROFIT GROWTH OF 24.4% GROUP HIGHLIGHTS • Sales up 12.2% to £16.5bn, up 13.7% at constant exchange rates • Underlying pre-tax profit* up 24.4% to £822m • Pre-tax profit up 28.0% to £804m • On track to exceed 11% post-tax return on capital employed by the year-end • Underlying diluted earnings per share up 16.6% to 7.45p • Diluted earnings per share up 21.5% to 7.22p • Interim dividend per share up 10.6% to 2.29p • Net debt reduced to £3.5bn (£4.1bn at year-end and £5.0bn last year) • On track to create 20,000 new jobs worldwide this year UK • Sales up 11.5% to £13.1bn • Underlying operating profit up 13.3% to £707m • Like-for-like sales up 8.3%, including very strong volume of 8.0% • Non-food sales up 17%, including clothing growth of 39% and home entertainment growth of 26% • Agreement to acquire 10 Safeway stores with 250,000 square feet selling area (subject to regulatory approval) from Wm Morrison INTERNATIONAL • International sales up 14.9% to £3.4bn, up 23.0% at constant exchange rates • International underlying operating profit up 42.9% to £140m, up 52.4% at constant exchange rates • China & Japan: acquisition of 50% holding in Ting Hsin's Hymall 25-store hypermarket business and 25 store Fre'c acquisition by C Two-Network completed in the second half RETAILING SERVICES • Tesco Personal Finance delivers £84m profit** - Tesco share is £42m, up 53.1% • TPF customer accounts now at 4.6m and growing at 90,000 per month • Tesco.com sales up 27% to £307m and profit up 95% to £15m Terry Leahy, Chief Executive, comments: 'These results demonstrate the growing success of the four-part strategy we began seven years ago. I am particularly pleased about the way we've done it - this year, we have cut our prices by £5m a week, we are creating 20,000 jobs, our efficiency savings will hit £270m and we are improving returns for shareholders. We are well-placed to meet the challenges of tougher comparisons during the second half' * Underlying pre-tax profit excludes net profit of £26m on disposal of fixed assets, integration costs (£18m) and goodwill amortisation (£26m). ** Pre-tax profits post minority interest. RESULTS Group sales, including VAT, increased by 12.2% to £16.5bn (last year £14.7bn*). At constant exchange rates, sales grew by 13.7%. Group underlying pre-tax profit increased by 24.4% to £822m. UK. UK sales increased by 11.5% to £13.1bn (last year £11.8bn*), with like-for-like growth of 8.3% (including volume of 8.0%) and 3.2% from net new stores. Inflation of 0.3%, was entirely driven by cost increases in our petrol business. We continued to see deflation in our stores as we invested in lower prices. Petrol had a significant impact in the second quarter. Total like-for-like sales growth was 8.8%, 7.0% excluding petrol. We did not pass on all the oil cost increases in our petrol prices, resulting in lower margins, which were partially compensated by very strong petrol volumes. UK underlying operating profit was 13.3% higher at £707m (last year £624m). The operating margin increased slightly by 0.1% to 5.9%*. International. Total international sales grew by 14.9% to £3.4bn and by 23.0% at constant exchange rates. International contributed £140m to underlying operating profits, up 42.9% on last year. At constant exchange rates, international profit grew by 52.4%. In The Rest of Europe, sales rose by 11.4% to £1.9bn (last year £1.7bn*). At constant rates, sales grew by 18.3%. Underlying operating profit increased by 26.3% to £72m (last year £57m). In Asia, sales grew by 19.4% to £1.5bn (last year £1.3bn*). At constant rates, sales grew by 29.2%. Underlying operating profit increased by 65.9% to £68m (last year £41m). Joint Ventures and Associates. Profit (excluding goodwill amortisation) for the first half was £60m compared to £38m last year. Net interest payable was £85m (last year £99m), giving cover of 10.5 times at the half year (last year 7.3 times). Tax has been charged at an effective rate of 30.1% (last year 31.1%). Prior to accounting for the net profit on disposal of fixed assets, resulting mainly from the property joint venture with Topland announced in March, as well as goodwill amortisation and integration costs, our underlying tax rate was 29.5% (last year- 29.6%). Underlying diluted earnings per share increased by 16.6% to 7.45p (last year -6.39p). Dividend. The Board has proposed an interim dividend of 2.29p per share (last year 2.07p). This represents an increase of 10.6%, in line with our stated policy. The interim dividend will be paid on 26 November 2004 to shareholders on the Register of Members at the close of business on 01 October 2004. Shareholders will continue to have the right to receive the dividend in the form of fully paid ordinary shares instead of cash. The first day of dealing in the new shares will be on 26 November 2004. Cash Flow and Balance Sheet. The group generated net cash of £631m during the first half, benefiting from strong operating cash flow (up 18.7% to £1.4bn) and the proceeds of £650m from our property joint venture with Topland. Net debt reduced to £3.5bn at the half year, representing gearing of 41%. Group capital expenditure during the first half was £0.9bn (last year £1.0bn). We expect group capital expenditure to be around £2.4bn for the full year, excluding the costs of the Hymall and Fre'c acquisitions. UK capital expenditure was £637m, including £319m on new stores and £103m on extensions and refits. Total international capital expenditure was £245m, comprising £90m in Asia and £155m in Europe. * Last year sales figures restated due to FRS 5, Application Note G, 'Revenue Recognition' Return on Capital Employed. When we announced our share placing last January, we said that we believed we could increase our post tax return on capital employed (ROCE) of 10.2% in the 2002/3 financial year by up to 200 basis points over five years on current plans. The excellent progress we have made in the first half, combined with the effect of the Topland property funding initiative, means that ROCE is on track to exceed 11% this year. IFRS. We are preparing for the adoption of International Accounting Standards. For our 2004/5 year-end, we will include an update on our progress in the annual report. In 2005/6, we will produce fully IFRS compliant accounts, reconciled to UK GAAP. To help understanding of the key issues, we will be holding a seminar for investors and analysts in early 2005. We are also intending to issue restated 2004/5 accounts approximately one month after our 2004/5 full year results announcement. Year-end Convergence. We have taken a decision to align our UK and International accounting periods, due to the increasing contribution our international businesses make to group results. We will do this for the 2005/6 year-end, which will be at the end of the first calendar quarter. STRATEGY We have continued to make excellent progress during the first half, with all four parts of our strategy contributing strongly to our growth. Core UK Business. UK sales grew by 11.5% in the first half, including like-for-like growth of 8.3%. Sales per square foot increased by nearly 4% in the first half. We have seen significant growth in customer numbers and they are choosing to spend more per visit. Despite deflation in our stores, average customer spend is up 3%, reflecting our success in improving our inclusive offer on all fronts. We have maintained our position as the UK's best value retailer and we invested £120m in further improving our price position, with two price campaigns, in April and July, launched during the first half alone. Two weeks ago we announced a further £30m of price cuts and our investment so far in 2004 amounts to an average reduction in prices of £5m per week. The development of our Value brand continues and the range now extends to over 2,000 products, including non-food items. Our Finest range also continues to develop, with 400 new lines launched in the first half and a further 200 planned for Christmas. As an extra thank you for shopping with us, our regular Clubcard users received vouchers worth an average of almost £14 during the first half. Tesco re-invests efficiency savings for customers. Our Step-Change programme is on track to deliver £270m of savings in total this year, on top of almost £200m achieved last year. We have continued to invest in our stores and the development of our newer formats has made good progress. By the end of the year we will have opened our 100th Extra hypermarket in the UK, having opened the first, at Pitsea, only in 1997. Even in the current challenging planning environment, we anticipate being able to open up to 20 new Extras a year, mostly through extensions to existing superstores. Through the growth of our Express convenience business, we are able to bring the Tesco offer and lower prices to many new neighbourhoods. We converted 90 T & S stores during the first half, bringing the total number of Express stores to over 380. We have completed the sale of those T&S stores which did not fit our requirements. We have also begun the conversion to Express of the Adminstore units in London (Cullens, Europa and Harts) with the first, at Maida Vale, re-opening last month. We now expect to hit our target of 500 Express stores this year before Christmas, several months earlier than planned. Our regeneration store development partnerships have proved very successful. So far, 10 new stores, with 700,000 square feet of space, have resulted from these partnerships, bringing jobs and modern retail standards to deprived urban areas. We have four more projects currently under development. A total of 409,000 square feet of new sales area was opened during the first half in all our formats. Of this, 56,000 square feet was in extensions to existing stores. Overall, including the 10 former Safeway stores (with 250,000 square feet of selling space) which we recently agreed, subject to regulatory approval, to buy from Wm Morrison, we expect to open over 1.5m square feet of new selling space this year, including 373,000 square feet of extensions. Looking forward, we are aiming with our programme of space development to maintain our growth in selling area, from a combination of extensions and new stores. Non-Food. The transformation of our non-food offer has continued at a fast pace, resulting in sales growth, in the UK alone, of 17% during the first half. Volume growth was even higher, at 20%, driven by our ability to reduce prices for customers, funded by our growing scale and supply chain efficiency, including direct sourcing. We have made excellent progress in major non-food categories. For example, our home entertainment sales grew by 26% and our stationery, news and magazines category grew by 23%. Our share of the UK non-food market has grown to 6.5% (last year 6.0%). Our clothing brands Cherokee and Florence & Fred have once again achieved significant growth, and remain the fastest expanding in the UK market in both sterling and volume. Clothing sales, whilst still a small proportion of our overall business, grew by 39% in the first half. The fashion press has again regularly featured our products. Retailing Services. Our retailing services operations have all performed well in the first half. In Telecoms, we have just extended our offer with our entry into the broadband internet access market, priced at just £19.97. We are now very competitive in mobiles, domestic fixed line and internet access. We now have a total of 650,000 customers in Telecoms, with considerable scope for growth. Tesco.com sales grew by 27% to £307m and profits increased by 95% to £15m. We are attracting many new shoppers and average customer spend has increased by nearly 7% over the last three years. We have added eDiets and Legal Store to the .com offer during the first half. The momentum of growth in Tesco Personal Finance (TPF) has continued, with total profit increasing to £84m (last year £56m) of which our share is £42m. TPF is providing excellent returns in only its seventh year. We now have 4.6m customer accounts, of which 1.6m are credit cards and 1.4m are motor insurance policies. Customer numbers are currently growing at 90,000 per month. International. Our international operations have made good progress. While we have faced challenges in some of our markets mainly arising from sluggish consumer spending, profit growth and returns have benefited from strong marketing, improved productivity, better buying, the benefits of central distribution and reduced start-up costs. In almost every country we are continuing to grow market share. At constant exchange rates, sales increased by 23.0% in the first half. At actual rates, sales grew by 14.9% to £3.4bn. Profit grew by 42.9% to £140m, with operating margins rising to 4.6% (last year 3.7%*). At constant exchange rates, international profit grew by 52.4%. A total of 34 stores, with 1.0m square feet of selling area, were opened in the first half, including 13 hypermarkets. A further 65 stores are planned to open during the second half, adding 1.8m square feet of selling area. Our formats are rapidly being rolled out in our key international markets. By the end of the first half, our international operations were trading from 471 stores, including 212 hypermarkets, with a total of 23.1m square feet of selling space. Earlier this month, we successfully completed the acquisition of a 50% holding in Ting Hsin's Hymall business in China, extending our presence into Asia's largest market. Hymall trades from a first class portfolio of 25 hypermarkets, mainly located in and around Shanghai. Including Hymall, over half our selling space is now outside the UK. In Europe, sales increased by 18.3% at constant exchange rates and by 11.4% at actual rates. Profits grew by 26.3%. • In Hungary, we celebrate our tenth anniversary this month. In the first half we have seen strong growth in sales, profits and returns. We have strengthened our market leading position. Earlier this month, we opened our new fresh food distribution centre at Gyal and we have just launched our third Tesco petrol filling station. • In Poland, the economic background has remained difficult, although recent signs of improving consumer confidence have been reflected in positive like-for-like sales in our stores. Our business is strong, we are growing market share and we remain well-placed to benefit from sustained economic upturn. 60% of our volume now goes through our 400,000 square foot central distribution centre, which opened in January. We have invested significantly in cutting prices during the first half, in two separate campaigns. • In the Republic of Ireland, we have traded well. Our new formats, led by Ireland's first Extra at Clare Hall, Dublin, our three Express stores and our three petrol stations, have all been well-received by customers. We have reduced prices by EUR 30m so far this year. • We have experienced competitive market conditions in the Czech Republic. During the first half we cut prices and launched 150 Value lines. We have just opened our first Czech compact hypermarket in Melnik. • In Slovakia, our new store programme will also be supported going forward by the growth of our compact hypermarket format. We now have four such stores, with four more planned to open in the second half. We opened a 110,000 square foot hypermarket at Lamac during the first half. • In Turkey, we have improved margins in our Kipa stores, whilst lowering prices and increasing staff levels. Customer numbers grew 12% in the first half. * Last year sales figures restated due to FRS5: Revenue Recognition, Application Note G In Asia, sales increased by 29.2% at constant exchange rates and by 19.4% at actual rates, and profits by 65.9%. • Lotus has made good progress in Thailand, posting strong sales, profit and market share growth. The successful development of new formats continues and we now have 84 stores trading across four formats, including 27 Express stores. • Despite the effects of the consumer credit squeeze in Korea, Homeplus has continued to make excellent progress, delivering increased sales, including a resumption in like-for-like growth, profits and returns. We opened two new hypermarkets in the first half and two Express stores since the half year. • In Taiwan, our stores have delivered a strong sales performance, increased market share and sharply reduced losses. • In Malaysia, we have seen strong sales growth and with four new hypermarkets under construction, we expect to double the size of our business next year. • After the half year, C Two-Network completed its acquisition of 25 Fre'c stores in Japan for the equivalent of £13 million through an innovative deal with the Industrial Revitalisation Corporation. CORPORATE SOCIAL RESPONSIBILITY We focus our corporate social responsibility programme on practical activities that make a real difference. Three recent highlights are: • More Fairtrade products are bought from Tesco than any other UK retailer. • We have been instrumental in developing and promoting SEDEX, a cross-business, not-for-profit system for harmonising the assessment of labour standards in the supply chain. Enforcing labour standards is vital but when businesses operate separate assessment programmes it risks duplication and unnecessary burdens on suppliers. By encouraging other companies to join SEDEX, we help to keep costs down and improve both the assessments and the procedures for corrective action if poor standards are found. • Tesco has again been national sponsor for Cancer Research UK's Race for Life. More than 400,000 women took part this year, including 18,000 Tesco employees around the UK. Race for Life is well on target to beat all records, raising over £20m. CONTACTS Investor Relations: Steve Webb 01992 644800 Press: Jonathan Church 01992 644645 Angus Maitland - The Maitland Consultancy 020 7379 5151 This document is available via the internet at www.tesco.com A meeting for analysts will be held today at 9.00am and a press conference at 11.00am both at the Royal Bank of Scotland, 280 Bishopsgate, London EC2 4RB. TESCO PLC GROUP PROFIT AND LOSS ACCOUNT restated 2004 2003 Increase 24 weeks ended 14 August 2004 Note £m £m % ------- -------- ------- Sales at net selling prices 2 16,495 14,703 12.2 ------- -------- ------- Turnover including share of joint 15,283 13,597 ventures Less: share of joint ventures' turnover (140) (95) ------- -------- ------- Group turnover excluding value added tax 2 15,143 13,502 12.2 - Normal operating expenses (14,267) (12,755) - Employee profit sharing (29) (25) - Integration costs (18) (8) - Goodwill amortisation (25) (22) ------- -------- ------- Operating profit 804 692 16.2 Share of operating profit of joint ventures and associates 59 37 Net profit/(loss) on disposal of fixed 26 (2) assets ------- -------- ------- Profit on ordinary activities before interest and taxation 889 727 22.3 Net interest payable (85) (99) ------- -------- ------- Profit on ordinary activities before 804 628 28.0 taxation Underlying profit before net profit/ (loss) on disposal of fixed assets, integration costs and goodwill 822 661 24.4 amortisation Net profit/(loss) on disposal of fixed 26 (2) assets Integration costs (18) (8) Goodwill amortisation (25) (22) Goodwill amortisation in joint ventures (1) (1) and associates ------- -------- ------- Tax on profit on ordinary activities (242) (195) ------- -------- ------- Profit on ordinary activities after 562 433 29.8 taxation Minority interests (2) (2) ------- -------- ------- Profit for the financial period 560 431 29.9 Dividends (177) (151) ------- -------- ------- Retained profit for the financial period 383 280 ======= ======== ======= Pence Pence Earnings per share 4 7.29 5.97 Adjusted for net profit/(loss) on disposal of fixed (0.34) 0.03 assets after taxation Adjusted for integration costs 0.23 0.10 Adjusted for goodwill amortisation 0.34 0.32 ------- -------- ------- Underlying earnings per share 4 7.52 6.42 17.1 ------- -------- ------- Diluted earnings per share 4 7.22 5.94 Adjusted for net profit/(loss) on disposal of fixed (0.34) 0.03 assets after taxation Adjusted for integration costs 0.23 0.10 Adjusted for goodwill amortisation 0.34 0.32 ------- -------- ------- Underlying diluted earnings per share 4 7.45 6.39 16.6 ------- -------- ------- Dividend per share 2.29 2.07 10.6 Dividend cover (times) 3.25 3.09 TESCO PLC GROUP BALANCE SHEET restated restated 14 Aug 28 Feb 9 Aug 2004 2004 2003 £m £m £m --------- --------- --------- Fixed assets Intangible assets 1,015 965 995 Tangible assets 14,110 14,094 13,572 Investments 8 6 8 Investments in joint ventures 297 309 286 Investments in associates 21 21 19 --------- --------- --------- 15,451 15,395 14,880 Current assets Stocks 1,167 1,199 1,117 Debtors 673 826 651 Investments 895 430 202 Cash at bank and in hand 606 670 490 --------- --------- --------- 3,341 3,125 2,460 Creditors: falling due within one year (5,136) (5,618) (5,591) --------- --------- --------- Net current liabilities (1,795) (2,493) (3,131) --------- --------- --------- Total assets less current liabilities 13,656 12,902 11,749 Creditors: falling due after more than one (4,626) (4,368) (4,273) year Provisions for liabilities and charges (617) (586) (535) --------- --------- --------- Total net assets 8,413 7,948 6,941 ========= ========= ========= Capital and Reserves Called up share capital 386 384 366 Share premium account 3,538 3,470 2,610 Other reserves 40 40 40 Profit and loss account 4,403 4,009 3,879 --------- --------- --------- Equity shareholders' funds 8,367 7,903 6,895 Minority interests 46 45 46 --------- --------- --------- Total capital employed 8,413 7,948 6,941 ========= ========= ========= TESCO PLC GROUP CASH FLOW STATEMENT restated 2004 2003 24 weeks ended 14 August 2004 Note £m £m ------- ------- Net cash inflow from operating activities 5 1,433 1,207 Dividends from joint ventures and associates Income received from joint ventures 45 1 Returns on investments and servicing of finance Interest received 39 32 Interest paid (143) (131) Interest element of finance lease rental payments (5) (2) Cash received on sale of financial instruments - 171 ------- ------- Net cash (outflow)/inflow from returns on investments and servicing of finance (109) 70 Taxation (215) (157) Capital expenditure Payments to acquire tangible fixed assets (901) (1,023) Receipts from sale of tangible fixed assets 710 28 ------- ------- Net cash outflow from capital expenditure (191) (995) Acquisitions and disposals Purchase of subsidiaries (52) (164) Net cash at bank and in hand acquired with 1 31 subsidiaries Invested in joint ventures (24) (23) Invested in associates and other investments (4) (3) ------- ------- Net cash outflow from acquisitions and disposals (79) (159) Equity dividends paid (322) (167) ------- ------- Cash inflow/(outflow) before use of liquid resources and financing 562 (200) Management of liquid resources (Increase)/decrease in short-term deposits (457) 37 Financing Ordinary shares issued for cash 28 12 Net purchase of own shares for share trusts (96) (51) (Decrease)/increase in other loans (173) 245 New finance leases 128 75 Capital element of finance leases repaid (51) (29) ------- ------- Net cash (outflow)/inflow from financing (164) 252 ------- ------- (Decrease)/increase in cash (59) 89 ======= ======= TESCO PLC GROUP CASH FLOW STATEMENT (continued) restated 2004 2003 24 weeks ended 14 August 2004 Note £m £m ------- ------- Reconciliation of net cash flow to movement in net debt (Decrease)/increase in cash (59) 89 Cash outflow/(inflow) from decrease/(increase) in debt and lease financing 96 (291) Increase/(decrease) in liquid resources 457 (37) Loans acquired with subsidiary - (2) Amortisation of 4% unsecured deep discount loan stock, RPI bond and LPI bond (8) (8) Foreign exchange differences 145 (7) ------- ------- Decrease/(increase) in net debt 631 (256) Opening net debt at February 6 (4,090) (4,737) ------- ------- Closing net debt at August 6 (3,459) (4,993) ======= ======= TESCO PLC GROUP STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES 2004 2003 24 weeks ended 14 August 2004 £m £m -------- -------- Profit for the financial period 560 431 Gain on foreign currency net investments 9 8 -------- -------- Total recognised gains and losses relating to the financial 569 439 period ======== ======== RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS restated 2004 2003 24 weeks ended 14 August 2004 £m £m -------- -------- Profit for the financial period 560 431 Dividends (177) (151) -------- -------- 383 280 Gain on foreign currency net investments 9 8 Reduction in own shares held 10 5 New share capital subscribed less expenses 20 5 Payment of dividends by shares in lieu of cash 42 143 -------- -------- Net addition to shareholders' funds 464 441 Opening shareholders' funds at February 7,903 6,454 -------- -------- Closing shareholders' funds at August 8,367 6,895 ======== ======== TESCO PLC NOTES TO THE ACCOUNTS The figures for the 53 weeks ended 28 February 2004 have been extracted from the accounts which have been filed with the Registrar of Companies and which contain an unqualified audit report and did not include a statement under section 237(2) or (3) of the Companies Act 1985. The accounts for the 24 weeks ended 14 August 2004 were approved by the Directors on 20 September 2004. Note 1 Accounting policies These financial statements have been prepared using the accounting policies set out in the Annual Report and Financial Statements 2004, with the exception of the policy on classification of own shares. UITF 38 - Accounting for ESOP trusts changes the presentation of an entity's own shares held in an employee share trust from requiring them to be recognised as assets to requiring them to be deducted in arriving at shareholders' funds. The reclassification of shares acquired by the share trusts from fixed assets and debtors to equity has reduced net assets by £32m at 14 August 2004 (9 August 2003 £57m) and 28 February 2004 £42m. In addition, the net cash outflow arising from the purchase of shares by the share trusts has been reclassified from capital expenditure and financial investment to financing. In the Annual Report and Financial Statements 2004 the Group revised its accounting policy for turnover in accordance with FRS 5 Application Note G 'Revenue Recognition' (issued November 2003).As a consequence the comparative sales and cost of sales figures for the 24 weeks ended 9 August 2003 have been restated. The change, which has no impact on operating profit or cash flow, reduces sales and cost of sales by £195m. Note 2 Group turnover analysis restated 2004 2003 Increase 24 weeks ended 14 August 2004 £m £m % -------- -------- -------- Sales (inc VAT) UK 13,113 11,760 11.5 Rest of Europe * 1,852 1,662 11.4 Asia * 1,530 1,281 19.4 -------- -------- -------- Group 16,495 14,703 12.2 ======== ======== ======== Turnover (ex VAT) UK 12,079 10,829 11.5 Rest of Europe * 1,629 1,474 10.5 Asia * 1,435 1,199 19.7 -------- -------- -------- Group 15,143 13,502 12.2 ======== ======== ======== Note 3 Group operating profit analysis 2004 2003 Increase £m £m % -------- -------- -------- UK 707 624 13.3 Rest of Europe 72 57 26.3 Asia 68 41 65.9 -------- -------- -------- 847 722 17.3 Integration (18) (8) Goodwill amortisation (25) (22) -------- -------- -------- Operating profit 804 692 16.2 ======== ======== ======== UK operating margin 5.9% 5.8% Rest of Europe operating margin 4.4% 3.9% Asia operating margin 4.7% 3.4% ======== ======== ======== • Results for Rest of Europe and Asia are for the period ended 30 June 2004, with the exception of the Republic of Ireland which is to 14 August 2004. Note 4 Earnings per share and diluted earnings per share The calculation of earnings is based on the profit for the period of £560m (2003 - £431m). For the purpose of calculating earnings per share, the number of shares is the weighted average in issue during the 24 weeks of 7,679 million (2003 - 7,224 million). 24 weeks 2004 24 weeks 2003 ------------- ------------- Weighted average number of dilutive share options 78 38 Weighted average number of shares in issue in the period 7,679 7,224 -------- --------- Total number of shares for calculating diluted earnings per share (million) 7,757 7,262 -------- --------- Note 5 Reconciliation of operating profit to net cash inflow from operating activities 24 weeks 24 weeks 2004 2003 £m £m -------- --------- Operating profit 804 692 Depreciation and amortisation 371 336 Decrease in stocks 45 35 Increase in development property (3) (1) Decrease in debtors 1 60 Increase in trade creditors 32 19 Increase in other creditors 183 66 Decrease in working capital 258 179 -------- --------- Net cash inflow from operating activities 1,433 1,207 ======== ========= Note 6 Analysis of changes in net debt At 28 Feb Cash Other non Exchange At 14 Aug 2004 flow cash movements 2004 changes £m £m £m £m £m -------- -------- -------- -------- -------- Cash at bank and in 670 (59) - (5) 606 hand Liquid resources (a) 430 457 - 8 895 Bank and other loans (775) 342 - 155 (278) Finance leases (69) (19) - - (88) -------- -------- -------- -------- -------- Debt due within one (844) 323 - 155 (366) year Bank and other loans (4,180) (169) (8) (13) (4,370) Finance leases (166) (58) - - (224) -------- -------- -------- -------- -------- Debt due after one year (4,346) (227) (8) (13) (4,594) -------- -------- -------- -------- -------- (4,090) 494 (8) 145 (3,459) ======== ======== ======== ======== ======== (a) Liquid resources comprise short-term deposits and money-market investments which mature within 12 months. Note 7 Acquisitions The company acquired Adminstore Limited, a UK convenience retailer on 17 April 2004. The purchase consideration including fees was £55m, resulting in goodwill of £52m. The principal fair value adjustment made to the net book values of the assets and liabilities of Adminstore Limited comprise the revaluation of freehold property to market value, based on valuations obtained from independent experts. Adjustments have also been made to align accounting policies for tangible assets, these adjustments were immaterial. The acquisition has been accounted for using acquisition accounting. Book Adjustments Revaluations Fair values values of to align at date of acquired accounting acquisition business policies £m £m £m £m Fixed Assets 3 - 1 4 Stock 3 - - 3 Debtors 4 - - 4 Cash 1 - - 1 Creditors (8) - - (8) Provisions for liabilities (1) - - (1) and charges --------- --------- --------- --------- Net assets acquired 2 - 1 3 Consideration - cash 55 --------- --------- --------- --------- Goodwill 52 ========= ========= ========= ========= For the year ended 27 September 2003, Adminstore Limited reported an audited profit after tax of £1.3m. For the period 28 September 2003 to 17 April 2004, the unaudited profit before exceptional items was £1.9m and the unaudited post-tax loss after exceptional items was £7.6m. Note 8 Subsequent Events On 1 September 2004 the company formed a joint venture with Ting Hsin investing in the Hymall chain of stores in China. The cost of the investment was £140m. Hymall currently operates a chain of 25 hypermarkets mainly located in high quality shopping mall developments. Independent review report to Tesco PLC Introduction We have been instructed by the company to review the financial information which comprises the group profit and loss account, the group balance sheet, the group cash flow statement, the group statement of total recognised gains and losses, the reconciliation of movements in shareholders' funds and the related notes. We have read the other information contained in the interim report and considered whether it contains any apparent misstatements or material inconsistencies with the financial information. Directors' responsibilities The interim report, including the financial information contained therein, is the responsibility of, and has been approved by the directors. The directors are responsible for preparing the interim report in accordance with the Listing Rules of the Financial Services Authority which require that the accounting policies and presentation applied to the interim figures should be consistent with those applied in preparing the preceding annual accounts except where any changes, and the reasons for them, are disclosed. Review work performed We conducted our review in accordance with guidance contained in Bulletin 1999/4 issued by the Auditing Practices Board for use in the United Kingdom. A review consists principally of making enquiries of group management and applying analytical procedures to the financial information and underlying financial data and, based thereon, assessing whether the accounting policies and presentation have been consistently applied unless otherwise disclosed. A review excludes audit procedures such as tests of controls and verification of assets, liabilities and transactions. It is substantially less in scope than an audit performed in accordance with United Kingdom Auditing Standards and therefore provides a lower level of assurance than an audit. Accordingly we do not express an audit opinion on the financial information. This report, including the conclusion, has been prepared for and only for the company for the purpose of the Listing Rules of the Financial Services Authority and for no other purpose. We do not, in producing this report, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing. Review conclusion On the basis of our review we are not aware of any material modifications that should be made to the financial information as presented for the 24 weeks ended 14 August 2004. PricewaterhouseCoopers LLP Chartered Accountants London 20 September 2004 Webcast URL http://events.simplywebcast.com/launch/events_launcher.asp?event=tesco_interim_2004 This information is provided by RNS The company news service from the London Stock Exchange

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