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Serving shoppers
a little better every day.
Annual Report and Financial Statements 2018
Welcome to
our Annual
Report.
The screen icon indicates where further
information is available online. We have
also produced a number of short videos,
available at www.tescoplc.com/ar2018.
Tesco at a glance
As a leading retailer, our 440,000(a) colleagues
serve around 80 million customers every
week, in more than 6,800(b) stores and online.
+2.3%
£51.0bn∆(c)
Group sales
(2016/17: £49.9bn)
+2.8%
£57.5bn(c)
Statutory revenue
(2016/17: £55.9bn)
+28.4%
£1,644m∆(c)
Group operating profit before
exceptional items
(2016/17: £1,280m)
+80.6%
£1,837m(c)
Operating profit
(2016/17: £1,017m)
+62.7%
11.88p∆(c)
Diluted EPS pre-exceptional items,
IAS 19 finance costs and IAS 39 fair
value remeasurements
(2016/17: 7.30p)
+>100%
12.08p(c)
Statutory diluted EPS
(2016/17: 0.81p)
+21.7%
£2,773m∆
Retail operating cash flow
(2016/17: £2,278m)
+795.2%
£1,298m(c)
Statutory profit before tax
(2016/17: £145m)
29.6%
down
£(2.6)bn∆(d)
Net debt
(2016/17: £(3.7)bn)
3.0p
Dividend per share
(2016/17: 0.0p)
Contents
Strategic report:
Tesco at a glance 1
Introduction 2
Chairman’s statement 3
Group Chief Executive’s statement 4
The six strategic drivers 8
Our business model and Big 6 KPIs 10
Financial review 12
Little Helps Plan 16
Principal risks and uncertainties 22
Corporate governance:
Corporate governance report 26
– Chairman’s introduction 26
– Board of Directors 28
- Executive Committee 30
- Governance framework 32
- Nominations and Governance Committee 38
- Corporate Responsibility Committee 39
- Audit Committee 40
Directors’ remuneration report 45
Directors’ report 65
Statement of Directors’ responsibilities 67
∆ Alternative performance measures (APM)
Measures with this symbol ∆ are defined in the Glossary
section of the Annual Report on pages 150 to 153.
(a) Based on an actual year-end headcount.
(b) Includes franchise stores.
(c) Reported on a continuing operations basis.
(d) Excludes the net debt of Tesco Bank.
Financial statements:
Independent auditor’s report to the members of Tesco PLC 68
Group income statement 74
Group statement of comprehensive income/(loss) 75
Group balance sheet 76
Group statement of changes in equity 77
Group cash flow statement 78
Notes to the Group financial statements 79
Tesco PLC – Parent Company balance sheet 132
Tesco PLC – Parent Company statement of changes in equity 133
Notes to the Parent Company financial statements 134
Related undertakings of the Tesco Group 140
Other information:
Registered office addresses 146
Supplementary information (unaudited) 147
Glossary (including APM definitions) 150
Five-year record 154
Shareholder information 155
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Tesco PLC Annual Report and Financial Statements 2018Strategic report Introduction
Serving
shoppers
a little better
every day.
With our turnaround firmly on track, we continue to deliver value for every
stakeholder in our business.
We have taken important decisions to help our customers through the year
– from reformulating thousands of products to reduce salt, fat and sugar,
to launching great value exclusive food brands.
Thanks to these efforts, our offer is more competitive, and more customers
are shopping at Tesco as a result.
At the same time, we are also focused on new opportunities for growth.
Most significantly, our merger with Booker allows us to become the UK’s
leading food business.
This report sets out what we have achieved in the year, and gives an update
on our medium-term ambitions – our six strategic drivers.
We are making strong progress, and firmly believe that by serving shoppers
a little better every day, the momentum in our business will continue.
2
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Tesco PLC Annual Report and Financial Statements 2018 Chairman’s statement
A platform for growth.
Following completion of the merger, I am delighted
to welcome two new Directors to the Board:
Charles Wilson and Stewart Gilliland.
Charles has been appointed to the role of CEO
for our retail and wholesale operations in the
UK & ROI, while Stewart has joined the Board
as a Non-executive Director.
Both Charles and Stewart bring substantial levels
of experience and expertise, and I know that our
business will benefit greatly from their talents.
I would also like to take the opportunity here
to welcome the very many new shareholders
in Tesco, who took up our shares as part of the
merger. I look forward to meeting many of you over
the coming months, and to hearing your views.
Throughout the year, the Board has dedicated
significant time to overseeing the merger process,
as well as continuing its close involvement in
matters of strategy.
The Board has also supported the development
of our corporate responsibility strategy for the
Group, which culminated in the launch of the
Little Helps Plan in October 2017.
The plan sets out how we will make a positive
contribution to our colleagues, customers and
communities – as a sustainable business that
also takes a lead on issues of societal importance,
such as health and tackling food waste.
More details on the Little Helps Plan, and the
commitments we have made, can be found
starting on page 16 of the Strategic report.
Finally, I would like to pay tribute to every
colleague at Tesco. I firmly believe that the retail
industry, and Tesco in particular, have an important
role in helping people to develop fulfilling and
successful careers. Almost a quarter of our most
senior leaders began their careers in stores and,
as I travel around our business, I am constantly
impressed by the calibre and experience of the
colleagues I meet, from a very diverse range
of backgrounds. Tesco is a powerful engine of
social mobility, and creating opportunities for
colleagues to get on in their careers is a focus
for us at every level of our business.
We have made substantial progress this year,
as we position our business for new growth.
The management team has built solid foundations
– and operating profit before exceptional items
for the Group is up 28.4% to £1,644m
(2016/17: £1,280m), with statutory profit before
tax of £1,298m (2016/17: £145m).
This greatly improved performance has also
allowed us to make a return to paying dividends,
for the first time since 2014.
‘ I would like to pay tribute to
every colleague at Tesco.’
John Allan
Non-executive Chairman
Watch our videos.
Visit www.tescoplc.com/ar2018
to hear more from John Allan.
The decision to reinstate the dividend was a
particularly important one, and reflects the
conviction that the Board and I have in Dave
and his team, and the progress we are seeing.
It is our colleagues’ dedication, and relentless
focus on doing the right thing for our customers,
that has enabled us to build the strong platform
we have today.
So it is from this strong position that we also look
ahead to the new opportunities presented by our
merger with Booker Group.
I am confident that the Board and management
team have the right plans in place to build from
that platform and continue to grow.
Shortly after the end of our financial year, and
following regulatory and shareholder approval,
we completed that merger.
That will be our collective focus for the coming
year, and beyond, as we create long-term value
for every stakeholder in our business.
Work is already well underway to unlock the
substantial synergies that are now available
to the combined Group. Bringing together
knowledge and skills from across retail and
wholesale is both allowing us to trial innovative
new concepts and to move faster with existing
strategies, for example in rapidly growing the
fresh food offer available to Booker’s customers.
John Allan
Non-executive Chairman
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Strategic reportTesco PLC Annual Report and Financial Statements 2018 Group Chief Executive’s statement
Delivering on our commitments.
This has been another significant year for
our business.
After three years of turnaround, the results
we’ve shared for this year show that we are firmly
on track, and delivering on our commitments.
I am pleased with the progress we have made,
and excited by the opportunities ahead.
We have seen nine consecutive quarters of sales
growth in our core UK business, with Group sales
up 2.3% for the year. Group operating profit
before exceptional items is up 28.4% to £1,644m
(2016/17: £1,280m), and we are generating more
cash – with Retail operating cash flow up 21.7%
to £2.8bn (2016/17: £2.3bn).
We are also making good progress towards the
margin ambition we set out in October 2016, with
Group operating margin reaching 3.0% in the
second half of the year. At the same time, we have
strengthened our balance sheet, with Net debt
down 29.6% to £2.6bn (2016/17: £3.7bn).
The external environment remains challenging:
consumers are feeling the impact of economic
uncertainty, and the pressures I described in last
year’s Annual Report, such as business rates in
the UK and competitive market conditions in
Central Europe, have not eased.
‘ I’m pleased with the progress
we have made, and excited
by the opportunities ahead.’
Dave Lewis
Group Chief Executive
Watch our videos.
Visit www.tescoplc.com/ar2018
to hear more from Dave Lewis.
However, the journey we are on to simplify and
grow our business puts us in a strong position
to deal with these challenges. By keeping our
focus, we are creating value for our customers,
colleagues, suppliers and shareholders.
Customers
We are helping customers in the areas that
matter most to them, and bringing them more
sustainable, affordable, healthy food.
As a result, our net promoter score has increased
by 5 points as more customers recommend Tesco
as a place to shop; loyalty is growing, and in the UK
260,000 more shoppers are shopping at Tesco.
In the first half of the year, we took a strategic
decision to protect our customers and hold back
the inflationary pressure we were seeing in the
rest of the UK market.
We’ve also looked at other ways to add value
for our customers, with a series of little helps
through the year, including:
– covering the cost of the ‘tampon tax’ on
women’s sanitary products in the UK;
– removing barriers to eating healthily with our
‘little helps to healthier living’ campaign in the
UK, and taking 4,100 tonnes of sugar out of our
Own Brand soft drinks in Central Europe;
– launching our Clubcard app in Thailand, making
it easier for customers to manage their points;
– passing on an interest rate increase to savers at
Tesco Bank, following the Bank of England’s
base rate rise in November; and
– running regular ‘Weekly Little Helps’ in the UK,
helping customers save money on everything
from fresh food to fuel.
As a business with food at our heart, improving our
Own Brand food ranges is a particularly important
part of our plans. This year we have relaunched
many of these ranges – bringing our customers
the best quality products at the very best prices.
We have looked at each of the three tiers of our
Own Brand offer – ‘good’, ‘better’ and ‘best’ – and
are strengthening some brands, like our Tesco
core range, and redesigning others, like Tesco
finest*. Where our customers want the best value,
without any compromise on quality, we are adding
to our range of entry-level brands that are
exclusively available at Tesco.
New brands we have launched for Tesco
customers include prepared meals, pasta and
sauces from the Hearty Food Co. and bakery
products from H. W. Nevill’s. As part of this work,
we have already relaunched 1,300 products in the
year, with thousands more to follow – and our
brand perception measures of quality and value
have both increased.
Colleagues
The improvements we are making to our business
are driven by our colleagues, as they serve our
shoppers a little better every day.
This year, we announced a 10.5% increase in
hourly pay for our UK store colleagues over the
next two years, and our Colleague Bonus Plan
continues to reward colleagues in the UK for
their contribution to our turnaround.
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Tesco PLC Annual Report and Financial Statements 2018 Some of the changes we have made to simplify
our business have had a significant impact on
colleagues, including the closure of our Customer
Engagement Centre in Cardiff, and changes to our
operational structures in stores, and I am grateful
for the professionalism and integrity of our
colleagues at these difficult times.
Over the summer, we also began to move to a new
service model in our offices in the UK, followed by
similar changes in Central Europe, in order to
simplify the way we organise ourselves, reduce
duplication and cost, and invest in serving
shoppers better.
In a simpler business, it’s particularly important
that we still do everything we can to help colleagues
develop their careers as they wish, and this year
we have continued our apprenticeship programme
in the UK, as well as running a Career Academy in
our Thai business, for around 150 students.
We’re also committed to building a team which is
diverse, and reflects the communities we serve.
We continue to develop an inclusive culture
at every level of our organisation, helping our
colleagues with the flexibility, skills and reward
they need to get on.
Suppliers
With our suppliers, we are building even closer
partnerships, working together to deliver great
quality products for our customers and grow our
mutual businesses.
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Strategic reportTesco PLC Annual Report and Financial Statements 2018 Group Chief Executive’s statement continued
Good.
Better.
In our most recent anonymous Supplier Viewpoint
survey, 83% of our UK & ROI suppliers say they
are treated fairly, and 94% say we pay promptly
– and for the second year running, we topped the
independently-run supplier Advantage Survey.
By growing our business with our closest product
partners, we have been able to launch new and
exclusive products for our customers, and
support our suppliers to invest in innovation.
This year we have worked with our partners
to launch new products including our Wicked
Kitchen vegan range in the UK, Eat Fresh produce
brand in Malaysia, and an extended Free From
range in Central Europe.
One example of particularly close partnership is
our Tesco Sustainable Dairy Group, which has now
paid an extra £300m to farmers above the market
price of milk since it launched – helping them to
manage the volatility in milk price experienced
by the dairy industry. The group also incentivises
our farmers to focus on quality, sustainability and
productivity – and following this success, we have
set up similar groups for other agricultural products
including potatoes, lamb, poultry and eggs.
I’m also pleased that 25 of our largest food
suppliers have agreed to join us in tackling food
waste, by committing to targets on waste,
publishing their data, and acting to stop good
food going to waste.
Shareholders
With our business growing again, we resumed the
payment of dividends to our shareholders this year
– after a three-year absence while we stabilised
our business.
We remain firmly on track to deliver the medium-
term ambitions we set out in October 2016: to
reduce our costs by £1.5bn, generate £9bn
of retail cash from operations and improve
operating margins to between 3.5% and 4.0%
by 2019/20.
By maintaining a disciplined approach to capital,
and further reducing our debt – already down
from £(8.5)bn in 2014/15 to £(2.6)bn today – we
can continue to strengthen our balance sheet
and return to investment grade credit metrics.
Our underlying philosophy for creating sustainable
value for shareholders places increasing focus
on cash profitability, free cash flow and
earnings growth.
An important driver of this growth will come
from the benefits of our merger with Booker,
which we completed on 5 March 2018. The
combined business allows us to access new
growth areas, and provide food wherever it is
prepared or eaten – ‘in home’ or ‘out of home’.
As a result of the merger, I am also delighted to
welcome Charles Wilson to the Executive team
and Board as our UK & ROI CEO, responsible for
both retail and wholesale.
A sustainable business
It is critically important that as our business delivers
growth, we do so in a way which is sustainable.
In October 2017, we published our Little Helps
Plan, which sets out how we will:
– create a business where colleagues can get
on, whatever their background;
– help our customers make healthier choices
and enjoy good quality, sustainable products,
at affordable prices; and
– help make sure no food that could be eaten
is wasted, anywhere in our supply chain.
UK food market:
food consumed ‘in home’
£110bn
UK food market:
food consumed ‘out of home’
£85bn
More detail on our performance, including
statutory results, can be found in our
Financial review on page 12.
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Tesco PLC Annual Report and Financial Statements 2018
Best.
We have made good progress in all of these areas
this year, and you can read more on pages 16
to 21 of this report.
I’m particularly proud of our efforts to stop good
food going to waste – in the UK we have donated
19 million meals from surplus this year to help
feed people in need, with a further 2 million
and 25 million meals from our businesses in
the Republic of Ireland and Central Europe
respectively.
Looking ahead
With our business focused on growth, we will
continue to deliver on the same plans for Tesco
– our six strategic drivers – that have served us
well in our turnaround so far.
At the same time, we will begin to deliver the
substantial synergies that our merger with Booker
unlocks: bringing benefits to consumers and
colleagues, creating a wider market opportunity
for our suppliers and new career opportunities
for our colleagues – as well as accelerating the
growth of our combined business for shareholders.
In what has been a very significant year, I am
grateful to every colleague in our business for
everything they have done to keep serving
shoppers better.
It is their dedication and talent which drives all
of our plans, and I look forward to continuing
our work together as we grow the UK’s leading
food business.
Dave Lewis
Group Chief Executive
Tesco and
Booker merger.
The combined Tesco and Booker business allows us to bring
together the retail and wholesale expertise of our two
businesses, and access new opportunities for growth.
Together we employ over 310,000 colleagues in the UK, serve 117,000
independent retailers, 441,000 catering businesses, 641,000 small
businesses, and work with over 7,000 suppliers.
Through our merger, we will bring benefits to customers, suppliers,
colleagues and shareholders:
– We will delight consumers with better availability of quality food at attractive
prices across retail and eating out locations, and serve better the faster
growing ‘out of home’ food market.
– We will help independent retailers, caterers and small businesses by further
improving choice, price and service, with enhanced digital and delivery
service options.
– And for our suppliers, we will create a broader market opportunity, with
strong growth prospects and a clear opportunity to develop better own
brand and fresh ranges.
As our two businesses join forces, we are already beginning to deliver
benefits. Importantly, there is no lengthy integration process, as we want
to keep the complementary skills of retail and wholesale in our business,
and start accessing growth opportunities as quickly as possible.
For example, our trial of a new Chef Central format is well underway, with
a first store in Bar Hill, Cambridge selling products in bulk to professional
caterers and the public alongside our existing Tesco Extra store. And, where
it’s right for our customers, we are offering catering-format products in a
number of Tesco stores too.
These are just the early stages of the many exciting opportunities in front
of us. As we look ahead, our combination of businesses uniquely positions
us to better serve the large and growing food market in the UK.
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Strategic reportTesco PLC Annual Report and Financial Statements 2018
The six strategic drivers
An update on our six strategic drivers.
Our six strategic drivers will create
long-term value for all of our stakeholders.
1.
A differentiated
brand
2.
Reduce operating costs
by £1.5bn
3.
Generate £9bn cash
from operations
We continue to simplify our business and reduce
costs, with in-year savings of £594m – and £820m
of savings to date towards our £1.5bn ambition.
We have reviewed every aspect of our operation
to identify opportunities for savings – with a
particular focus on our store operating model,
where we have delivered £541m of savings;
logistics and distribution, with £104m of savings;
and goods not for resale, where we have made
savings of £174m.
We continue to encourage a cost-conscious
culture, finding savings so that we can reinvest
for the benefit of customers.
We have also simplified the shopping experience
for customers, at the same time as reducing
costs, for example by increasing availability of our
Scan As You Shop self-scan handsets – now in
over 500 UK stores and beginning to roll out in
Central Europe – and making till receipts optional
in our smaller stores, which has generated savings
of around £3m.
We have also made strong progress in reducing
the costs of procuring goods and services not
for resale, finding synergies across the Group.
In particular, we have improved our services in
facilities management, freight and media services,
while also delivering savings of £50m.
Our focus on free cash generation continues,
and Retail cash generated from operations
increased by £495m to £2,773m this year, driven
by improved profitability and strong working
capital management.
One example of our work is in reducing
stockholding, by improving the way we receive
deliveries from our suppliers.
To minimise our environmental impact, and
reduce transport costs, we order full trucks
of products from suppliers whenever we can
– which sometimes means ‘rounding up’ an order.
However, by analysing our orders forensically,
we have been able to sort stock between trucks
and identify where we can eliminate a truck.
This removes unnecessary journeys for our
suppliers, and allows us to take out unnecessary
‘rounded’ stock.
Because we are ordering only what’s needed
to ensure great availability, our customers can
buy what they want, and we can order less.
A strong and differentiated brand creates
long-term value for every stakeholder in our
business. Our purpose, to serve shoppers a little
better every day, is at the heart of what our brand
stands for.
Over the last year, we have continued to build
trust, and have seen a 5 point improvement
in customer recommendations of our brand.
We continue to focus on products and services
which make the Tesco offer unique, and this year
we have relaunched our core and finest* food
ranges, as well as introducing new brands which
are exclusive to Tesco, such as our Hearty Food
Co. ready meals, and our Fox & Ivy homeware.
Food quality is a particularly powerful driver of
supermarket choice, so strengthening customer
perceptions of our food is a priority. Our Food
Love Stories campaign has continued this year,
celebrating the food our customers love to make,
for the people they love – and helping increase
customer perceptions of quality at Tesco, up 2.7
points year-on-year.
But the way customers feel about our brand is
defined by more than just our products: it’s also
about how we respond to the issues that matter
to them, from healthy eating to reducing plastic
packaging – and the value that Tesco creates
for society.
In May 2017, we held our first ever health month
for colleagues and customers, including helpful
‘little swaps’ with products that are lower in
saturated fat, salt and sugar, and recorded our
highest ever score for customers saying that
Tesco helps them lead healthier lives.
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Tesco PLC Annual Report and Financial Statements 2018
4.
Maximise the mix to achieve
a 3.5% - 4.0% margin
5.
Maximise value
from property
6.
Innovation
To achieve our 3.5% - 4.0% margin ambition by
our 2019/20 financial year, we continue to build
sustainable profitability across our businesses,
channels and product ranges. By carefully
managing the combination of volume, mix and
cost-effectiveness in our business, Group
operating margin for this year was 2.9%
– up 57 basis points.
In Asia, our margin has grown to 6.0%, as we
have stepped back from unprofitable bulk selling
in Thailand. This was a deliberate decision that we
took at the start of the year, allowing us to focus
on serving our core retail customers better, and
increase profitability.
In our online business, we are improving the
economics of our offer, while giving customers
greater choice and flexibility. For example, we
have extended our delivery saver subscription
service, to introduce new monthly plans – offering
a great value option to our most loyal customers.
We have also extended our Click & Collect options
– including same-day collection – with slots at a
range of prices so that customers can choose the
service most convenient to them.
Our property portfolio across the Group is
significant, and we are looking at opportunities
to better use our space for the benefit of
customers, while also releasing value where
it’s the right thing to do for our business.
Over the last three years, we have released
a cumulative £1.4bn of value from property
proceeds, at the same time as increasing
our proportion of freehold property in the
UK & ROI from 41% to 52%.
In the UK, we are exploring a small number
of opportunities to work with a third-party to
re-develop our store sites in high-value locations.
Our Hackney store in London is one such example,
where we have sold the site for a mixed-use
development – allowing us to release value, while
still retaining a store on the new site and with
continuity of trade throughout.
We can also create value for our customers by
using space in new ways, as we repurpose space
in our larger stores – and this year, we have
repurposed 1.1m sq. ft. of space. In Central Europe,
we have worked with partners to bring a new offer
to customers in a number of our stores – and this
year, across the region, we opened ten shop units
with H&M, and three with Decathlon.
To serve our shoppers a little better every day,
it’s important we listen and respond to their needs,
with innovation across every aspect of our offer,
and a strong pipeline of ideas to come to market.
We have innovated in our product ranges – for
example, with the launch of our exclusive Wicked
Kitchen range of plant-based dishes, including
new ingredients and exotic preparations such
as carrot ‘pastrami’ and eryngii mushroom
‘bolognese’. The range responds to increasing
demand for vegetarian and vegan food, and since
its January launch has proved extremely popular
with customers.
As customers look for increasingly convenient
options to do their shopping, this year we became
the first retailer in the UK to offer same-day
grocery deliveries nationwide, and in London
– through our Tesco Now app – we can deliver
within an hour.
And at Tesco Bank, our award-winning Tesco
Pay+ digital wallet continues to prove popular
with customers, with over 450,000 downloads
of the app.
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Tesco PLC Annual Report and Financial Statements 2018Strategic report Our business model and Big 6 KPIs
Customers, Product, Channels.
Our business is organised around the three pillars of
Customers, Product and Channels, and we measure our
progress with six simple key performance indicators.
Customers
Tesco exists to serve customers –
listening to them and acting on what
is most important, however they
choose to shop with us.
Reinvest
Our focus is always on making Tesco
the best it can be for our customers.
The better a job we do for customers,
the more we will improve sales; the
more our sales improve, the more we
can reinvest in further improving
the shopping trip.
Channels
To bring the best products to
customers we work through a range
of channels – from small shops to large
shops, and our online business. Booker
gives us access to new channels,
including Business Centres and
delivered wholesale.
Product
We build close and mutually-beneficial
relationships with our supplier
partners, to source the best possible
products that meet and anticipate
customers’ needs.
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Tesco PLC Annual Report and Financial Statements 2018 Grow sales
Customers recommend us
and come back time and again
+0.6%
+5pts
2016/17
2017/18
£51.0bn∆(a)
Group sales
(2016/17: £49.9bn)
2016/17
2017/18
12pts
Group net promoter score(c)
(2016/17: 7pts)
Group sales continue to grow, with Q4 2017/18 marking our ninth
consecutive quarter of like-for-like sales growth for the Group.
Customer feedback continues to improve, reflecting our work
to serve shoppers a little better every day.
Deliver profit
Colleagues recommend us as
a great place to work and shop
+25.9%
+0pts
2016/17
2017/18
£1,644m∆
Group operating profit
before exceptional items(a)
(2016/17: £1,280m)
2016/17
2017/18
83%
Great place to work(d)
(2016/17: 83%)
49pts
Great place to shop(c)
(2016/17: 48pts)
Group operating profit before exceptional items increased
by 25.9% at constant exchange rates, with Group operating
margin reaching 3.0% in the second half of the year.
Every day our colleagues go the extra mile to serve our shoppers
better, and more colleagues are recommending Tesco as a great
place to shop.
Improve operating cash flow
We build trusted partnerships
+21.7%
-1.6pts
2016/17
2017/18
£2,773m∆
Retail operating
cash flow(b)
(2016/17: £2,278m)
2016/17
2017/18
74.9%
Group supplier
satisfaction(e)
(2016/17: 77%)
Retail operating cash flow increased by £495m in the year,
mainly driven by improved Group profitability.
We are committed to strong partnerships with our suppliers, built
on open, fair and transparent relationships. Our supplier feedback
score remains at a high level, despite inflationary challenges.
Alternative performance measures (APM)
Measures with this symbol ∆ are defined in the Glossary section of the Annual Report on pages 150 to 153.
(a) Reported on a continuing operations basis (excludes Turkey). Growth is at constant exchange rates, on a comparable days basis.
(b) Reported on a continuing operations basis (excludes Turkey). Growth is at actual exchange rates.
(c) Net Promoter Score (NPS) equals ‘fans’ (those scoring 9-10 out of 10) minus ‘critics’ (those scoring 0-6) on an 11 point scale question of 0-10.
(d) Based on our internal ‘What Matters To You?’ survey. Chart shows the movement in ‘Great place to work’.
(e) Based on the question “Overall, how satisfied are you with your experience of working with Tesco?” in our Supplier Viewpoint survey.
•73538_Tesco_AR18_Text pages_Bk_180420_HR.indb 11
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Tesco PLC Annual Report and Financial Statements 2018Strategic report Financial review
Another year of strong progress.
‘ This was another strong
performance for Tesco, with profits
ahead of expectations and a solid
improvement in cash generation.’
Alan Stewart
Chief Financial Officer
Visit www.tescoplc.com/ar2018 to find PDF
and Excel downloads of our financial statements.
Group results 2017/18
52 weeks ended
24 February 2018
On a continuing
operations basis
Group sales
(exc. VAT, exc. fuel)(a)
Fuel
Revenue
(exc. VAT, inc. fuel)
Group operating
profit before
exceptional items(b)
UK & ROI
Central Europe
Asia
Tesco Bank
Include exceptional
items
Group operating profit
Group profit before tax
before exceptional
items, IAS 19 finance
costs and IAS 39 fair
value remeasurements
Group statutory
profit before tax
Diluted EPS before
exceptional items,
IAS 19 finance costs
and IAS 39 fair value
remeasurements
Diluted EPS
Basic EPS
Dividend per share
Capex(c)
Net debt(d)(e)
Cash generated from
retail operations(d)
Year-on-year
change
(Constant
exchange
rates)
0.6%
Year-on-year
change
(Actual
exchange
rates)
2.3%
2017/18
2016/17
£50,991m £49,867m
£6,500m
£6,050m
£57,491m £55,917m
7.1%
1.3%
7.4%
2.8%
£1,644m
£1,280m
25.9%
28.4%
£1,053m
£119m
£299m
£173m
£193m
£1,837m
£1,282m
£803m
£58m
£262m
£157m
£(263)m
£1,017m
£781m
30.3%
89.7%
7.6%
10.2%
76.6%
31.1%
105.2%
14.1%
10.2%
80.6%
64.1%
£1,298m
£145m
795.2%
11.88p
7.30p
12.08p
12.12p
3.0p
£1.1bn
£(2.6)bn
£2.8bn
0.81p
0.81p
–
£1.2bn
£(3.7)bn
£2.3bn
(a) Group sales exclude VAT and fuel. Sales growth shown on a comparable days basis.
(b) Excludes exceptional items by virtue of their size and nature in order to reflect
management’s view of the performance of the Group.
(c) Capex is shown excluding property buybacks.
(d) Net debt and retail operating cash flow exclude the impact of Tesco Bank, in order
to provide further analysis of the retail cash flow statement.
(e) Net debt includes both continuing and discontinued operations.
The definition and purpose of the Group’s alternative performance measures,
which includes like-for-like sales, are defined on pages 150 to 153. A detailed
analysis of discontinued operations can be found in Note 7.
This was another strong performance for Tesco with results ahead of
expectations. We grew sales by 0.6%, excluding VAT, excluding fuel, at constant
exchange rates and experienced like-for-like sales growth of 0.7%. Group
operating profit before exceptional items was £1,644m, up 28.4% on last
year as we significantly strengthened our profitability, remaining firmly on
track to deliver our medium-term ambitions. Our statutory profit before tax
increased to £1,298m including £155m of exceptional items. We generated
retail operating cash flow of £2.8bn, up 21.7% on last year, driven by the
strong improvement in our operating profit. We reduced net debt
(excluding Tesco Bank) by 29.6% to £(2.6)bn.
12
We are well placed to deliver our ambition of a Group operating margin
of 3.5%-4.0% by the 2019/20 financial year. This ambition is underpinned
by six strategic drivers, including the £1.5bn operating cost reductions
which we are on track to secure, having delivered cumulative savings
of £820m to date.
Reflecting our improved performance and confidence in future prospects,
the Board has proposed the payment of a 2.0 pence per share final dividend
following on from the interim dividend of 1.0 pence per share. We expect
dividends to grow towards a target cover of around two times earnings
per share over the medium term.
Segmental results
UK & ROI
On a continuing
operations basis
Sales
(exc. VAT, exc. fuel)
Like-for-like sales
(exc. VAT, exc. fuel)
Revenue
(exc. VAT, inc. fuel)
Revenue includes: fuel
Operating
profit before
exceptional items
Operating profit
margin before
exceptional items
Operating profit
Year-on-year
change
(Constant
exchange
rates)
2.2%
Year-on-year
change
(Actual
exchange
rates)
2.5%
30.3%
31.1%
2017/18
2016/17
£38,650m £37,692m
2.3%
0.9%
£44,908m £43,524m
£6,258m
£1,053m
£5,832m
£803m
2.34%
1.84%
49bp
50bp
£1,199m
£519m
In the UK and the Republic of Ireland (ROI), like-for-like sales grew by 2.3%.
In the UK, like-for-like sales growth of 2.2% includes our ninth consecutive
quarter of positive performance, despite an ongoing drag of (0.4)% from
general merchandise as we take action to de-emphasise certain categories.
We delivered a consistently strong performance in fresh food, outperforming
the market in volume terms. During the fourth quarter we experienced some
distribution-related disruption, following the administration of Palmer
& Harvey, resulting in lost tobacco sales across December. Despite these
challenges, which are now behind us, we continued to deliver positive sales
momentum through the fourth quarter.
Market conditions have remained challenging with continued cost price
inflation. We have worked hard with our supplier partners throughout the
year to mitigate price increases wherever possible, and made a significant
investment in the first half to further hold back inflation and protect
customers. We have continued to reduce promotional participation over
the year, focusing instead on consistently offering the best value for
customers on all of our products.
Our own brand ranges have performed very well, with like-for-like sales
growing 4.2% year-on-year. We have embarked on a re-launch of over
10,000 own brand products, across our entry, core and finest* ranges,
with the initial focus on ready meals and Italian products. Our new, exclusive
Hearty Food Co. range of ready meals and improved core Tesco products
have proved particularly popular, contributing to an increase in overall own
brand participation of nearly one percent. We have continued to refine our
general merchandise range, reducing SKUs by 16%, as we focus on categories
with more sustainable profitability. We have delivered 2.7% sales growth in
our home category, following the launch of our new own brand Go Cook and
Fox & Ivy ranges. These new brands have driven a 14% and 20% increase in
customers to our cook and homeware ranges, respectively. Clothing
performed well during the year with like-for-like sales growth of 2.6%,
reflecting the strength of the F&F brand and quality of our range.
All store formats and channels have achieved like-for-like growth, with our
large store business growing at 1.9% and our online grocery sales growing
5.1% with both higher order numbers and increased average basket size.
In ROI, like-for-like sales grew by 2.7%, improving steadily throughout the year
as customers responded well to an even more competitive price position.
The main driver of growth was a 4.2% increase in volume, ahead of market
volume growth. Fresh food volumes were particularly strong, growing by
5.2% year-on-year.
•73538_Tesco_AR18_Text pages_Bk_180420_HR.indb 12
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Tesco PLC Annual Report and Financial Statements 2018 Our full-year UK & ROI operating profit before exceptional items was
£1,053m, up 31.1% on last year. Our efforts to reduce operating costs and
improve efficiencies across our store estate and head office have delivered
a significant increase in profitability, particularly during the second half when
our operating margin reached 2.5%, up 67 basis points year-on-year. Further
progress on maximising the mix within our business and driving volume more
selectively, particularly in general merchandise, has aided margin expansion.
Central Europe
On a continuing
operations basis
Sales
(exc. VAT, exc. fuel)
Like-for-like sales
(exc. VAT, exc. fuel)
Revenue
(exc. VAT, inc. fuel)
Revenue includes: fuel
Operating
profit before
exceptional items
Operating profit
margin before
exceptional items
Operating profit
Year-on-year
change
(Constant
exchange
rates)
(1.6)%
Year-on-year
change
(Actual
exchange
rates)
6.1%
89.7%
105.2%
2017/18
£6,343m
2016/17
£5,977m
0.3%
0.9%
£6,585m
£6,195m
£242m
£119m
£218m
£58m
1.81%
0.94%
86bp
87bp
£212m
£190m
In Central Europe, like-for-like sales increased by 0.3% despite competitive
market conditions. Our focus on improving the quality and breadth of the
range in our stores has delivered positive results with fresh food sales
growth of 1.2%. However, this growth was held back by declines in general
merchandise and clothing. Our convenience formats delivered positive
like-for-like growth across all countries. We have continued to exit from
unprofitable stores in the region, with 28 store closures contributing to
an overall sales reduction of (1.6)% at constant exchange rates. Legislative
changes in the region are affecting our business, with Poland phasing in
a gradual ban on Sunday trading from March 2018, which takes complete
effect by 2020.
Central Europe operating profit before exceptional items was £119m, up
£61m year-on-year at actual exchange rates. We have made continued
progress towards operating the four markets we serve as one combined
region, helping to improve our customer offer. In the first half of the year
we opened a new distribution centre in Galánta, Slovakia serving all four
countries and benefiting from the best local practices in the region. The
resulting benefits of more effective stock management combined with our
other efforts on cost savings have more than offset the impact of inflation
on the cost base and enabled us to improve profitability.
Asia
On a continuing
operations basis
Sales
(exc. VAT, exc. fuel)
Like-for-like sales
(exc. VAT, exc. fuel)
Revenue
(exc. VAT, inc. fuel)
Revenue includes: fuel
Operating
profit before
exceptional items
Operating profit
margin before
exceptional items
Operating profit
Year-on-year
change
(Constant
exchange
rates)
(9.4)%
Year-on-year
change
(Actual
exchange
rates)
(4.4)%
7.6%
14.1%
2017/18
£4,947m
2016/17
£5,186m
(10.0)%
1.8%
£4,947m
£5,186m
–
£299m
–
£262m
6.04%
5.04%
96bp
99bp
£277m
£231m
In Asia, our previously announced decision to withdraw from unprofitable
bulk selling activities in Thailand and scale back mass couponing contributed
to a (10.0)% decline in like-for-like sales. Adjusting for this impact, underlying
like-for-like sales in the region were down (1.0)%, largely reflecting the
deflationary effect of lowering our fresh food prices for customers.
Asia operating profit before exceptional items was £299m, up 7.6%
at constant exchange rates and up 14.1% at actual exchange rates. This
improvement has been driven by refocusing on our core retail offer and
continuing to reduce our cost base as part of the Group’s overall cost
savings programme.
Tesco Bank
Revenue
Operating profit before
exceptional items
Operating profit
Lending to customers
Customer deposits
Net interest margin
Risk asset ratio
2017/18
£1,051m
£173m
£149m
£11,522m
£9,245m
3.9%
19.3%
2016/17
£1,012m
£157m
£77m
£9,961m
£8,463m
4.0%
20.0%
Year-on-year
change
3.9%
10.2%
93.5%
15.7%
9.2%
(0.1)%
(0.7)%
Tesco Bank celebrated twenty years of serving Tesco shoppers this year.
Throughout the year, the Bank has continued to strengthen its product
and service offering to customers, delivering growth of 4.1% in active
customer account numbers across its primary products. During the year,
we completed the roll-out of Tesco Pay+, the Group’s digital wallet offering,
to every one of our stores in the UK. In July 2017, we celebrated the fifth
anniversary of the launch of our mortgage product, which has now reached
£3.0bn in balances.
Operating profit before exceptional items increased by 10.2% year-on-year
to £173m. Lending growth in the year has been strong, driven by secured
mortgage lending which now comprises 26% of the lending portfolio, versus
22% last year. In addition, Money Services products such as our Travel Money
offer have performed well overall as the Group continues to enhance the
product range and expand the customer base. Exceptional items of £(24)m
relating to Tesco Bank include an increase in the provision for customer
redress and a credit received following the conclusion of negotiations
with a third party in respect of previously recognised customer redress.
The balance sheet remains strong and well-positioned to support future
lending growth from both a liquidity and capital perspective with a risk
asset ratio of 19.3%.
Exceptional items in operating profit
Net restructuring and redundancy costs
Net impairment reversal/(charge) of non-current
assets and onerous lease provisions
Provision for customer redress
Interchange settlement
Investment disposal
Property transactions
Disposal of opticians business
Amounts provided and released in relation
to SFO and FCA obligations
Total exceptional items in operating profit
2017/18
£(102)m
£53m
£(24)m
–
£124m
£79m
£38m
£25m
2016/17
£(199)m
£(6)m
£(45)m
£57m
–
£165m
–
£(235)m
£193m
£(263)m
Exceptional items are excluded from our headline performance measures
by virtue of their size and nature in order to reflect management’s view
of the performance of the Group. In the current year, the net effect of
exceptional items on operating profit is £193m.
Net restructuring and redundancy charges of £(102)m relate principally to
structural changes to our business to simplify our operating model within
stores and head office.
The net impairment reversal of non-current assets and onerous lease
provisions of £53m includes a net reversal of £185m in property, plant and
equipment and investment property, a net £(24)m charge in software and
other intangible assets and a net charge of £(108)m of onerous lease provisions.
Provision for customer redress of £(24)m relating to Tesco Bank, includes
an increase of £(35)m in the provision for Payment Protection Insurance (PPI),
partially offset by a £1m Consumer Credit Act (CCA) provision release and a
credit of £10m received following the conclusion of negotiations with a third
party in respect of previously recognised customer redress.
The investment disposal profit of £124m reflects the sale of our remaining
minority stake in the Lazada e-commerce platform, completed during the
first half. The sale of our opticians business in the UK & ROI to Vision Express
resulted in a £38m gain on disposal.
•73538_Tesco_AR18_Text pages_Bk_180420_HR.indb 13
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Tesco PLC Annual Report and Financial Statements 2018Strategic report Financial review continued
Two property-related transactions completed in the UK in the first half
of the year account for the majority of the £79m property transactions
within exceptional items.
impact of these items on the effective tax rate to reduce as our overall level
of profitability continues to increase, and therefore we expect the effective
tax rate to reduce to around 20% in the medium term.
In the prior year, we took an exceptional charge of £(235)m in respect
of the Deferred Prosecution Agreement (DPA) between Tesco Stores
Limited and the UK Serious Fraud Office (SFO) regarding historic accounting
practices and an agreement with the UK Financial Conduct Authority (FCA)
of a finding of market abuse in relation to the Tesco PLC trading statement
announced on 29 August 2014. Included in this charge was £(85)m for the
Shareholder Compensation Scheme. With the Compensation Scheme
now being closed to new claimants, we have released £25m of the amounts
provided. Outstanding claims submitted before the 22 February 2018
deadline are still being processed.
Joint ventures and associates, interest and tax
Joint ventures and associates
Our share of post-tax losses from joint ventures and associates before
exceptional items was £(6)m, an improvement of £24m year-on-year due
to reduced losses recognised in Gain Land, our joint venture in China.
There were no exceptional items this year relating to our share of
post-tax losses from joint ventures and associates.
Finance income and costs
Interest payable on medium term notes,
loans and bonds
Interest receivable on associated derivatives
Net interest on medium term notes, loans and bonds
Other interest receivable and similar income
Other finance charges and interest payable
Capitalised interest
Net finance cost before exceptional charges,
IAS 19 net pension finance costs and IAS 39
fair value remeasurements
IAS 39 fair value remeasurements
IAS 19 net pension finance costs
Exceptional charge – translation of Korea proceeds
Net finance costs
2017/18
£(363)m
2016/17
£(434)m
£31m
£(332)m
£44m
£(70)m
£2m
£(356)m
£23m
£(162)m
£(38)m
£(533)m
£6m
£(428)m
£42m
£(89)m
£6m
£(469)m
£61m
£(113)m
£(244)m
£(765)m
Net finance costs before exceptional charges, IAS 19 net pension finance
costs and IAS 39 fair value remeasurements reduced by £113m year-on-year
to £(356)m. This 24.1% decline year-on-year was mainly driven by a net £96m
reduction in interest on interest-bearing liabilities. Debt maturities totalled
£1.4bn during the year and we also undertook £1.3bn of bond tenders in
two separate liability management exercises. These bond tenders during
the year contributed to £23m lower interest costs and we expect an
associated reduction in interest payable of c.£50m on an annualised basis.
In cash interest terms, we were helped by a favourable timing benefit of
£55m on our largest sterling-denominated bond, for which no annual coupon
payment was made during the year owing to the timing of our year-end date.
Net finance costs, which include non-cash items, were around 30% lower
year-on-year. Fair value remeasurements are largely driven by changes in
the market assessment of credit risk and various market indices which can
fluctuate significantly.
Net pension finance costs increased by £(49)m year-on-year driven by a
higher opening pension deficit part offset by a lower opening discount rate.
Net pension finance costs are calculated by multiplying the opening deficit
by the opening discount rate each year. For 2018/19, they are expected to
decrease to c.£(95)m as the impact of a higher opening discount rate is
more than offset by the year-on-year reduction in deficit.
The exceptional charge of £(38)m relating to the translation of the remaining
proceeds from the sale of our business in Korea will not arise again since
the funds have now been moved to a Sterling denominated entity within
the Group. The proceeds had been held in GBP money market funds in a
non-Sterling denominated subsidiary and the translation effect represents
no economic cost to the Group.
Group tax
Tax on profit before exceptional items was £(286)m, with an effective tax rate
on profit before exceptional items for the Group of 25.0%. As previously
indicated, this tax rate is higher than the UK statutory rate primarily due to
the depreciation of assets that do not qualify for tax relief and the impact
of the 8% supplementary tax surcharge on bank profits. We expect the
14
The effective tax rate on profit before exceptional items for the 2018/19
financial year is expected to be around 24%.
Earnings per share (on a continuing operations basis)
Diluted earnings per share before exceptional items were 11.88p, nearly
63% higher year-on-year principally due to our stronger profit performance.
Statutory basic earnings per share from continuing operations were 12.12p,
up from 0.81p last year.
Summary of total indebtedness
Net debt (excludes Tesco Bank)
Discounted operating lease commitments
Pension deficit, IAS 19 basis (post-tax)
Total indebtedness
2017/18
2016/17
£(2,625)m £(3,729)m
£(6,931)m £(7,440)m
£(2,728)m £(5,504)m
Movement
£1,104m
£509m
£2,776m
£(12,284)m £(16,673)m £4,389m
Retail net debt reduced by £1.1bn to £(2.6)bn as retail operating cash flow and
disposal proceeds were greater than capital expenditure and other charges.
Within net debt, we used surplus cash to prepay £1.3bn of the Group’s
long-dated bonds as part of an ongoing focus to strengthen the balance sheet.
We have a strong funding and liquidity profile underpinned by £4.2bn
committed facilities and our key credit metrics, fixed charge cover and total
indebtedness/EBITDAR, have improved to 2.7 times and 3.3 times respectively.
Discounted operating lease commitments have reduced by £509m,
including the benefit from the buyback of 17 stores in the UK during the year.
We anticipate rental savings of £26m on an annualised basis as a result of
these property purchases.
On an IAS 19 basis, the pension deficit measure (net of deferred tax) has
reduced from £5.5bn last year to £2.7bn at the end of the current year.
The movement during the year was partly driven by an increase in yields
on corporate bonds, which drive the discount rate used for accounting
purposes and our decision at the half-year stage to update the discount
rate model in line with developing market practice and following actuarial
advice. In the Group’s view, it now more appropriately reflects expected
yields on corporate bonds over the life of the scheme’s liabilities. At the same
time, the application of latest industry life expectancy tables and favourable
actual scheme experience have also contributed to the reduction.
During the year, the triennial pension review was concluded, with the
business and the Trustees agreeing that annual contributions will increase
by £15m to £285m per annum from April 2018, with our framework for the
long-term funding of the scheme unchanged. As at 31 March 2017, the
actuarial deficit was £3.0bn, an increase of c.£0.25bn since the last
triennial valuation.
Overall, total indebtedness has reduced by £4.4bn in the year. Net debt
has reduced by almost £6bn over the last three years.
Summary retail cash flow
Retail operating cash flow increased by £495m to £2,773m in the year.
This increase of 21.7% year-on-year, was mainly driven by improved Group
profitability. Further improvements in working capital of £499m also
contributed to the improvement in cash flow, although this includes £102m
of timing benefits principally as a consequence of the failure of a supplier
towards the end of the year.
Exceptional cash items increased year-on-year, largely driven by a cash
outflow of £149m relating to payment of the SFO fine and initial Shareholder
Compensation Scheme payments. We expect a further cash outflow of
c.£60m relating to such claims. Other cash exceptional items totalling £169m
include a £160m VAT refund from HMRC regarding the treatment of VAT on
Clubcard rewards, which HMRC have appealed. This has no net effect
in the Group income statement.
Cash capital expenditure of £(1.2)bn was up year-on-year due to the timing
of payments relating to commitments made towards the end of the last
financial year.
Combined net cash interest and tax of £(428)m was £113m lower than last
year largely as a result of debt maturities and bond tenders. We generated
£253m of proceeds from property sales and completed the buyback of
17 stores during the year, for a cash consideration of £393m.
•73538_Tesco_AR18_Text pages_Bk_180420_HR.indb 14
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Tesco PLC Annual Report and Financial Statements 2018 Operating profit before exceptional items
Less: Tesco Bank operating profit before
exceptional items
Retail operating profit from continuing
operations before exceptional items
Less: Retail operating loss (discontinued operations)
Add back: Depreciation and amortisation
Other reconciling items
Pension deficit contribution
Underlying (increase)/decrease in working capital
Retail cash generated from operations
before exceptional items
Exceptional cash items:
Relating to prior years:
– SFO Fine and Shareholder Compensation
Scheme Payments
– Utilisation of onerous lease provisions
– Restructuring payments
Relating to current year:
– Restructuring payments(a)
Other(b)
Retail operating cash flow
Memo: Retail operating cash flow on continuing
operations basis
Cash capex
Net interest & tax
Property proceeds
Property purchases – store buybacks
Disposals and dividends received
Retail free cash flow
2017/18
£1,644m
£(173)m
2016/17
£1,280m
£(157)m
£1,471m
£1,123m
–
£1,212m
£28m
£(245)m
£499m
£2,965m
£(15)m
£1,172m
£12m
£(248)m
£379m
£2,423m
£(192)m
£(145)m
£(149)m
–
£(92)m
£(53)m
£(111)m
£(54)m
£(67)m
£169m
£2,773m
£2,773m
£(1,190)m
£(428)m
£253m
£(393)m
£362m
£1,377m
£(75)m
£95m
£2,278m
£2,279m
£(963)m
£(541)m
£509m
£(365)m
£369m
£1,287m
(a) In addition to cash outflows of £(67)m relating to current year restructuring, exceptional
items charged to profit include a net restructuring provision of £(35)m, resulting in
a total exceptional restructuring charge to operating profit of £(102)m.
(b) Other exceptional cash items include VAT recovered in relation to the appeal against
HMRC regarding the treatment of VAT on Clubcard rewards of £160m and working capital
acquired of £9m from the unwind of the Group’s joint venture with British Land Co PLC
(British Land) (2016/17: legal settlement of £57m in respect of interchange fees,
development stock disposal of £36m and discontinued operations of £2m).
Finally, cash inflows of £362m relating to disposals and dividends received
includes consideration of £196m from the sale of our remaining minority
stake in the Lazada online business, a dividend of £50m from Tesco Bank,
and proceeds of £45m relating to the disposal of our opticians business in
the UK to Vision Express, in addition to a number of smaller transactions.
Retail free cash flow of £1,377m is up 7.0% year-on-year. This is lower than the
rate of growth in retail operating cash flow principally due to timing of cash
capital expenditure and lower property proceeds.
Capital expenditure
UK & ROI
Central Europe
Asia
Tesco Bank
Group
2017/18
£676m
£133m
£239m
£50m
£1,098m
2016/17
£731m
£141m
£261m
£46m
£1,179m
On an accrued basis, capital expenditure (excluding buybacks) of £1.1bn was
£0.1bn lower than last year reflecting our disciplined approach to capital
spending and focus on delivering attractive returns. Our capital expenditure
in the UK focused on maintaining and replacing essential assets, alongside
programmes to refresh and repurpose the estate, enhancing our store
operations. New store capex has mainly been allocated to our new store
opening programme in Thailand, with a limited number of Express store
openings and a net gain of one new superstore in the UK. Our capital expenditure
in Central Europe relates mainly to repurposing of existing stores. We expect
capital expenditure to remain within a range of £1.1bn-£1.4bn. There was a net
reduction of (1.2)m square feet, including (1.1)m square feet of space repurposed
to a range of complementary partners such as Arcadia Group and H&M.
Across the Group, our repurposing programme has focused on improving
the ease and relevance of our large-store shopping trip for customers.
In the UK & ROI, we have repurposed 75,000 square feet across 20 stores.
Within the year, we opened over 50 concessions within our stores including
Arcadia Group, Holland & Barrett, Dixons Carphone and Next. A brand new
Booker ‘Chef Central’ concept store was also opened within the Tesco Extra
store at Bar Hill, Cambridge in February 2018. The store primarily serves
professional caterers but is open to all customers. In Central Europe, we
have primarily been partnering with other clothing brands in repurposed
store space including H&M and Decathlon. In Asia, we have worked with
a range of different partners across a variety of brands including MR. DIY
and Major Cineplex.
Property
The estimated market value of our fully owned property has increased by
£0.8bn to £20.7bn, with a surplus of £2.5bn over the net book value (NBV).
Our Group freehold property ownership percentage, by value, has
increased to 58% from 57% last year, driven by the UK & ROI. We regained
ownership of 17 stores in the UK during the year, increasing our proportion
of freehold ownership by value in the UK & ROI to 52%. This repurchase of
stores will result in an annualised rental saving of £26m. We continue to
seek opportunities to further reduce our exposure to index-linked and
fixed-uplift rent inflation where the economics are attractive.
Dividend
We propose to pay a final dividend of 2.0 pence per ordinary share.
The proposed final dividend was approved by the Board of Directors on
10 April 2018 and is subject to the approval of shareholders at the Annual
General Meeting to be held on 15 June 2018. This takes the total dividend for
the year to 3.0 pence per ordinary share following the payment of an interim
dividend of 1.0 pence per ordinary share in November 2017. We anticipate
a split of broadly one-third to two-thirds between next year’s interim and
final dividends and intend to reach our targeted cover of around two times
earnings in the medium term.
Merger with Booker Group
We completed our merger with Booker Group on 5 March 2018, after the
end of the Tesco financial year. Our ‘Joining Forces’ integration programme
is well underway and we are focused on delivering the £200m recurring
run-rate synergies identified during the merger process by the end of the
third year post-completion.
Booker Q4 results show a continued strong performance, with customer
satisfaction up 0.3% to 85.7% and like-for-like sales up 9.9%. While Booker’s
full year results are still subject to audit approval, operating profit before
exceptional items for the financial year to 30 March 2018 is c.£195m and net
cash is c.£120m.
Transaction costs of £(26)m relating to our merger with Booker were included
in Tesco’s UK & ROI operating profit before exceptional items in the 2016/17
financial year. Further costs and fees of £(21)m arising in the 2017/18 financial
year have been treated in a consistent fashion. A similar amount, consisting
of stamp duty costs directly arising from the completion of the merger, will
be charged to underlying profit in the 2018/19 financial year. As outlined in
our merger prospectus, we anticipate up to £(145)m of integration costs
over three years, which will be treated as exceptional.
Looking ahead
We remain firmly on track to deliver the medium-term ambitions we set out
in October 2016; to reduce our costs by £1.5bn, to generate £9bn of retail
cash from operations and to improve operating margins to between 3.5%
and 4.0% by 2019/20. In addition, by further reducing debt and maintaining
a disciplined approach to capital we can continue to strengthen the balance
sheet and generate an increasing level of free cash flow. Our intention
remains to return to an investment grade credit rating, with our key metrics
being fixed charge cover and total indebtedness/EBITDAR.
The integration of Booker is well underway and we are focused on delivering
the identified synergies to create value for all stakeholders. We anticipate a
synergy benefit of c.£60m in the first year, growing to a cumulative c.£140m
in the second year and reaching a recurring run-rate of c.£200m per year by
the end of the third year.
As we look to capitalise on the enhanced opportunities for growth available
to the combined Group, we will place increasing focus on growth in earnings
and free cash flow generation, in order to deliver strong, sustainable returns
for shareholders.
Alan Stewart
Chief Financial Officer
•73538_Tesco_AR18_Text pages_Bk_180420_HR.indb 15
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20/04/2018 15:42
Tesco PLC Annual Report and Financial Statements 2018Strategic report Little Helps Plan
Working together to make a big difference.
Our approach
‘Every little help makes a big difference’ is our third
value and emphasises our belief that small actions can
add up to make a big difference. Our Little Helps Plan
identifies the most pressing social and environmental
challenges facing the business, our customers and our
communities, and outlines our commitments to help
tackle these.
People
The 440,000 colleagues who work for us around
the world are at the forefront of serving our
shoppers better every day. We want to give them
a great experience of working at Tesco and be
a place where everyone can get on, whatever
their ambitions.
To do this, we are investing in training so colleagues
are supported to develop their careers and to
build skills for their future. We are committed to
building an inclusive culture and ensuring these
opportunities are available to all colleagues. We
are also trialling a number of innovative solutions
that will offer colleagues greater flexibility over
their own work schedules.
Our target
To help our colleagues succeed by providing
them with the flexibility, skills and reward they
need to get on.
The Little Helps Plan outlines how Tesco works in partnership with others,
including suppliers, NGOs, governments and other retailers, to make a
positive contribution and work towards shared global ambitions.
The plan builds on the progress we have made so far and covers three areas
core to the long-term success of our business: people, products and places.
Our Three Pillars
People
Products
Places
In October 2017, we shared targets and actions under each of
these three pillars. More information on these can be found at
www.tescoplc.com/littlehelpsplan.
The Little Helps Plan covers our retail businesses in the UK, Republic
of Ireland, Central Europe and Asia. However, with the majority of our
customers being in the UK, implementation of the plan and reporting
will begin with the UK business. We have committed to sharing our
progress along the way and will next update in October 2018.
Accountability for the Little Helps Plan is led at an Executive level by Jane
Lawrie, Group Communications Director, and at the Board level by Dave Lewis,
Group Chief Executive. Our Corporate Responsibility Committee, chaired by
Lindsey Pownall, Non-executive Director, governs the plan. More information on
the activities of the Corporate Responsibility Committee can be found in the
Corporate governance report on page 39.
For the full list of our targets and actions see our
Little Helps Plan at www.tescoplc.com/littlehelpsplan.
16
•73538_Tesco_AR18_Text pages_Bk_180420_HR.indb 16
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Tesco PLC Annual Report and Financial Statements 2018 Products
Places
Foundations
We are proud to be a valued part of over 6,000
communities around the world and want to help
them thrive. We bring social and economic
benefits through the local people we employ,
the local businesses we work with and the local
projects we support.
We support causes important to colleagues and
customers. We deliver this through our community
donation programmes, strategic partnerships
with charities and support for food banks.
Our target
To help our local communities thrive by positively
contributing both socially and economically.
Underpinning all the pillars of the Little Helps
Plan are a number of areas where it is vital to do
the right thing. It remains a priority for us to ensure
our products are safe, that we have a strong
health and safety culture for customers and
colleagues, and that we stay on track with our
ambitious plan to become a zero-carbon business.
We recognise that these areas and strong
corporate governance are equally important to
ensuring our business is having a positive impact
on society. They are core expectations and are
embedded in the way we do business.
Sourcing
Our customers should have peace of mind that
the products that they buy at Tesco are sourced
with respect for both the environment and the
people who make or grow them. Building strong,
trusted relationships with our suppliers plays a
key role in achieving this.
Health
Our customers and colleagues tell us that they
want to make healthier choices, but sometimes it
can be difficult. We want to make it easier to lead a
healthier life and we are focused on offering simple,
practical actions that lead to sustainable changes.
Packaging
We know packaging plays an important role in
preserving and protecting products but we are
taking action to reduce its overall impact on the
environment. We are working with the industry
to develop a closed loop system which can be
applied to all key packaging materials.
Food waste
We have a responsibility and commitment
to lead reduction of food waste from farm to
fork. Through our Group Chief Executive’s
Chairmanship of the international Champions
12.3 coalition, we are committed to accelerating
progress towards the UN Sustainable Development
Goal target to halve per capita global food waste
by 2030.
Our targets
To help make sustainable products accessible
and affordable for all.
To support all of our colleagues to live healthier
lives and help our customers make healthier
food choices every time they shop with us.
To ensure we never use more packaging than
is needed, and that what we do use is from
sustainable sources and goes on to be reused
or recycled.
To help halve global food waste, farm to fork,
by 2030.
•73538_Tesco_AR18_Text pages_Bk_180420_HR.indb 17
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20/04/2018 15:43
Tesco PLC Annual Report and Financial Statements 2018Strategic report
Little Helps Plan continued
Products
Sourcing with care
In our UK supply chains, we are prioritising the
environmental and social risks associated with 20
of our most important products and ingredients
– from beef and coffee, to wild fish and cotton.
To view the full top 20 list and some of the actions
we are taking, visit www.tescoplc.com/top20.
Collaboration with suppliers, industry organisations,
government bodies and civil society is vital for us
to make progress.
For example, we know that soil
degradation is a key issue facing
agricultural products and the
environment. We analysed the most vulnerable
regions we sourced from and in 2017 we
started a new project in partnership with the
Broads Authority and with the support of the
Rivers Trust, National Farmers Union (NFU) and
the Environment Agency. To raise awareness of
the impact of water run-off with potato growers
in East Anglia, we tested new technologies that
help retain valuable top soil and reduce the
amount of fertiliser entering local waterways.
Working with partners, we will share the
learnings in other key sourcing regions.
This year, as part of our human rights due diligence
approach, we have engaged stakeholders and
other businesses to further understand the risks
of forced labour in palm oil supply chains. 100%
of the palm oil used in our Own Brand products in
the UK is certified by the Roundtable on Sustainable
Palm Oil but we want to take further action to
mitigate the social challenges associated with
palm oil production. Our engagement has helped
us identify and understand the areas of greatest
risk, and we are working collaboratively through
the Consumer Goods Forum to tackle this
challenge as an industry.
Visit www.tescoplc.com/sourcing
for more information and
www.tescoplc.com/modernslavery
for our latest Modern Slavery Statement.
A healthier place to work and shop
For many years we’ve worked hard to help
colleagues and customers make healthier
food choices. We are also continuing to work
with our suppliers to reduce the amount of sugar,
fat and salt in thousands of products. In Central
Europe in 2017 we reviewed 120 Own Brand soft
drinks and introduced a new standard to limit
the sugar to less than 1 teaspoon per 100ml.
This follows the UK business which, by November
2016, had reduced the sugar in all Own Brand soft
drinks to below the threshold for the government
levy. We’ve also helped increase consumption
of fruit and vegetables by introducing new, great
value ranges such as Farm Brands and Perfectly
Imperfect. Our Free Fruit for Kids initiative
remains popular in the UK and since 2016, we
have given out 50 million pieces of free fruit in
800 stores.
In May 2017 we held our first ever in-store health
event in the UK. As part of this we reduced the
price of 200 healthier products and highlighted
in-store and online products which are lower in
sugar, fat or salt. As a result, we saw the biggest
monthly improvement in the health of our customers’
18
In 2017/18, the 10 million tonnes of
food sold in the UK retail operations
generated 73,340 tonnes (0.7%) of
surplus. 53,126 tonnes (0.5%◊) was wasted,
which we sent for energy recovery. Of this,
just 19,898 tonnes (0.2%) was safe for human
consumption. In September 2017 we also
shared our 2016/17 food waste data for the
Republic of Ireland and Central Europe for the
first time. The page opposite gives a breakdown
on our food surplus and waste in all these
markets for 2017/18.
In 2016, we made the commitment that no food
that is safe for human consumption will go to
waste from our UK retail operations by the
end of 2017/18. We have worked hard to deliver
our target through the launch of new industry
leading initiatives. Surplus food safe for humans
is offered to local charities through Community
Food Connection. Food not taken by charities
is offered to colleagues through our ‘colleague
shops’ which have been rolled out to all stores.
We send any suitable remaining surplus to animal
feed. We have achieved huge progress in ensuring
more good food goes to charity and we are now
introducing a further programme of work to ensure
no food safe for human consumption goes to waste.
Our other markets share the same ambition
and food redistribution programmes are now
in all stores in the Republic of Ireland and all
hypermarkets in Bangkok and Malaysia. In Central
Europe over 600 stores (out of a total 961) are
already donating surplus food and all remaining
stores will be donating by 2020.
We are also working in partnership with our
suppliers to offer customers the food they love
with less waste.
In 2017/18, we introduced resealable
salad bags across our most popular
salad lines and became the first UK
supermarket to start selling perfectly ripe green
satsumas and clementines that stay fresher for
longer. In Central Europe, we introduced our
Perfectly Imperfect range which has helped
save over 6,000 tonnes of ‘wonky’ fruit and
vegetables from going to waste.
With 25 of our largest suppliers, we have
announced a joint commitment to adopt
UN Sustainable Development Goal target 12.3,
measure and publish food waste data for their
own operations and act to reduce food waste farm
to fork. We are planning to build on this work over
the coming year across more of our supply chains
and communicate with customers on how they can
reduce food waste in the home.
To view further analysis
of all our food waste figures visit
www.tescoplc.com/foodwaste.
shopping baskets outside of seasonal changes.
For colleagues we have given out free fruit and
offered mini health checks throughout our health
events. In 2017/18 we also made mental wellbeing
training available for all colleagues and brought
together a group of colleague Health Heroes to
share their stories and inspire others to make
healthier choices.
In January 2018, we announced a
groundbreaking new five-year strategic
partnership with the British Heart
Foundation, Cancer Research UK and Diabetes
UK. The aim of the partnership is to help reduce
the risk of heart and circulatory disease, cancer
and diabetes. The partnership will support
colleagues, customers and their families to
make sustainable lifestyle changes and adopt
healthier habits.
For more information visit
www.tescoplc.com/health.
Packaging
We continue to make changes to our packaging
to help reduce our impact on the environment.
87% of our Own Brand packaging by weight is
currently widely recyclable.
We have made significant changes
to the packaging of our wet wipes,
resulting in a 20% reduction in the
material used and thereby removing 57 tonnes
of plastic. This material saving is enough to
make over 10 million more packs.
We recognise that we can do more in partnership
with government and industry to help establish
a robust, closed loop approach to recover and
reuse all key packaging materials. We have three
strategic priorities to help reduce packaging
waste and boost recycling across the UK:
1. Materials and design: In collaboration with
our suppliers we are reducing packaging and
restricting the number of materials we accept
so that less packaging is used and packaging is
easier to recycle.
2. Recovery and recycling: We believe a holistic
approach is required to create an integrated
national recovery and recycling system.
We support developing a cost-effective
Deposit Return System (DRS) as one aspect
of this approach.
3. Changing customer behaviour: Once consistent
recycling infrastructure is in place, we can
help customers recycle more with simple,
clear information.
For more information visit
www.tescoplc.com/packaging.
Tackling food waste
Five years ago, we made a commitment to lead on
reducing global food waste in our own operation,
supply chains, and in our customers’ homes.
Food waste is a global challenge and through
our international markets and Dave Lewis’s
Chairmanship of the international Champions 12.3
coalition, we are committed to driving progress
towards the UN Sustainable Development Goal
target to halve per capita global food waste
by 2030.
•73538_Tesco_AR18_Text pages_Bk_180420_HR.indb 18
20/04/2018 15:43
Tesco PLC Annual Report and Financial Statements 2018 Food surplus (total of food not sold)
2017/18 sales tonnage vs surplus tonnage
(Not to scale)
UK
Total food sales
10,023,559
tonnes
Ireland
Total food sales
557,317
tonnes
Central Europe
Total food sales
3,227,655
tonnes
Total food surplus
73,340 tonnes
Total food surplus
7,762 tonnes
Total food surplus
51,579 tonnes
2017/18 food surplus safe for human consumption (tonnes)
337
Colleague
shops
7,975
Donated
10,688
Animal
feed
19,898
Disposal*
* Disposal = energy recovery and waste management.
Food waste (food surplus wasted)
2017/18 food waste as % of sales
976
Donated
3,520
Disposal*
10,639
Donated
2,510
Animal
feed
11,169
Disposal*
0.5%◊
1.2%◊
1.2%◊
2017/18 food waste by category(a)
(% do not total 100% due to rounding)
5% 2%
6%
10%
11%
53,126
tonnes◊
(waste)
35%
3% 2%
5%
31%
6,786
tonnes◊
(waste)
8%
10%
15%
15%
16%
25%
7%
8%
10%
5% 2%
7%
34%
38,054
tonnes◊
(waste)
26%
Bakery
Beers, Wine and Spirits
Dairy
Grocery
Impulse
Meat, Fish and Poultry
Prepared Foods
Produce
◊ KPMG LLP were engaged to provide independent limited assurance over the selected food waste data highlighted in this report with a ◊ using the assurance standard ISAE 3000.
KPMG has issued an unqualified opinion over the selected data. KPMG’s full assurance statement is available at: www.tescoplc.com/foodwastefigures.
(a) Total food waste is made up of both food safe for human consumption and food that is not safe for human consumption which has been disposed of.
19
Tesco PLC Annual Report and Financial Statements 2018Strategic report Little Helps Plan continued
People
Places
Colleagues have told us how important flexibility
and certainty are in order for them to reach their
ambitions both inside and outside of work. In
2017/18 we started to trial a new app in the UK
that allows colleagues to see their shifts, manage
overtime and request holiday. In time the app will
also give the option to swap shifts, request shift
changes and even take shifts in different stores
– providing them with genuine flexibility and
control over their hours. We have committed
to rolling out this app in all our markets and have
already started to introduce a simplified version
in our Asian stores.
In 2017/18 we have continued to support
communities through our community donation
initiatives. We have established programmes
in the UK (Bags of Help), Republic of Ireland
(Community Fund) and Central Europe (You
Choose, We Help). All of these programmes
put the power in the hands of our customers
to choose the local projects that Tesco supports
financially. In Central Europe one in every four
customers voted in ‘You Choose, We Help’.
Through these programmes we have distributed
over £51m and supported more than 24,000
local projects to date.
Wherever we operate we also work closely with
food banks and local charities to help feed people
in need in local communities. In 2017/18 we donated
the equivalent of 46 million meals to help feed
people in need across the UK, Republic of Ireland,
and Central Europe through our food surplus
redistribution programmes. In January 2018,
all our stores in Malaysia also participated in a
campaign which enabled customers to donate
food to 100 local charities supporting vulnerable
families and homeless people. In Thailand,
customer fundraising meant that underprivileged
children were able to have nutritious lunches
throughout February 2018.
For more information visit
www.tescoplc.com/places.
Our UK apprenticeship programme aims
to give over 1,000 colleagues, of all ages
and all levels of experience, the
opportunity to continue their education and
build skills for their future. With technology
transforming society, we are also developing
a training programme to ensure that all our
colleagues have the digital competence and
confidence to succeed.
Inclusivity and creating a culture where everyone
has equal opportunity remains integral to our
business. In January 2018 we pledged support to
the UN standards promoting the rights of Lesbian,
Gay, Bisexual, Transgender and Intersex (LGBTI)
people. More recently we signed up to the 30%
Club, demonstrating our commitment to having
strong female representation within our senior
leadership team by 2020. The ratio of male to
female colleagues at 2017/18 year-end is outlined
in the table below. Further analysis of our gender
pay gap can also be found in the Corporate
governance report on page 47 or online.
For more information visit
www.tescoplc.com/people.
Gender diversity (based on actual year-end headcount)
Board of Directors
Senior managers – Directors
Senior managers – Directors and managers
All employees
Male
10
353
2,646
189,097
77%
75%
63%
43%
Female
3
117
1,524
251,561
23%
25%
37%
57%
‘ Tesco is an important part of
the town, with four large and
seven convenience stores in
and around the area. We’re
one of the biggest employers
in Oldham and have become
an integral part of the
community by taking part
in many charitable projects.’
Marie Toora
Store Manager, Oldham Chadderton Superstore
‘ The biggest advantage of
‘You Choose, We Help’ is the
close relationship we develop
with local communities. Local
people decide which of the
nominated projects should
receive grants.’
Urszula Wiśniewska
Manager of Możesz więcej Poland (beneficiary)
20
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20/04/2018 15:43
Tesco PLC Annual Report and Financial Statements 2018 Foundations
Climate change
In May 2017, we announced the new science-based
targets on the right, which are aligned with the
Paris Climate Agreement recommendation of a
1.5 degree global warming trajectory. They will
also enable us to meet our ambition to become
a zero-carbon business by 2050.
Our carbon footprint is calculated according to
the Greenhouse Gas Protocol and our net carbon
footprint in 2017/18 was 3.4 million tonnes of
CO2e. For our own operations absolute carbon
emissions we achieved a 13% reduction compared
to last year and 26% compared to 2015/16. To help
us achieve our new targets, we have committed
to source 100% of our electricity from renewable
sources by 2030. In 2017/18, 55% of our electricity
across the Group was from renewable sources
and in the UK we have already switched to 100%
renewable purchased electricity, supported by
renewable energy certificates. This, in addition
to investments in energy efficiency, has enabled
us to reduce our net carbon intensity per sq. ft. of
retail and distribution floor space by 6% compared
with last year, and 15% since 2015/16.
Our targets
Reduce absolute carbon emissions from our
operations from 2015/16 levels: 35% by 2020,
60% by 2025 and 100% by 2050.
Source 65% of our electricity from renewable
sources by 2020 and 100% by 2030.
Anti-bribery and fraud
We are committed to maintaining the highest
standards of ethics and integrity in the way we
do business around the world. We adopt a zero
tolerance approach to bribery and fraud at Tesco
and expect our business partners to do the same.
Our Code of Business Conduct outlines our most
important legal obligations and the policies that
guide the conduct of all our colleagues in areas
including health and safety, information security,
bribery and fraud. In February 2018, we refreshed
all our communications on the Code and held an
internal campaign to encourage colleagues to
speak up if they have any concerns the Code
is not being followed.
To support this culture, we also provide an
independent and confidential whistleblowing
service – Protector Line – that enables our
colleagues, suppliers and their staff around
the world to raise concerns. We use e-learning
to support compliance with the Code and
anti-bribery and anti-fraud training is included
in our annual refresher training for all relevant
colleagues. Everyone in the business must comply
with the Code and we have implemented annual
Code compliance declarations which are reviewed
by our Group Risk and Compliance Committee.
For more information visit
www.tescoplc.com/foundations.
Scope 1
Scope 2(a)
Market-based method
Location-based method
Scope 1 and 2 carbon intensity
(kg CO2e/sq. ft. of stores and DCs)
Scope 3
Total gross emissions
CO2e from renewable energy exported to the grid
Total net emissions
Overall net carbon intensity
(total net emissions kg CO2e/sq. ft. of stores and DCs)
Global tonnes of CO2e
2017/18
1,306,985*
2016/17
1,236,980
Base year 2015/16
1,301,746
1,136,325*
2,077,528*
21.23*
975,312*
3,418,677*
1,134*
3,417,543*
29.70*
1,582,275
2,357,245
22.95
1,073,721
3,892,977
1,154
3,891,822
31.69
2,004,992
2,528,323
26.33
1,097,491
4,404,230
1,513
4,402,717
35.06
* KPMG LLP were engaged to provide independent limited assurance over the selected greenhouse gas emissions data
highlighted in this report with a * using the assurance standards ISAE 3000 and 3410. KPMG has issued an unqualified
opinion over the selected data. KPMG’s full assurance statement is available at: www.tescoplc.com/carbonfigures.
(a) Tesco uses the market-based method for calculating Scope 2 emissions for our total emissions to account for our
efforts in generating and purchasing low carbon energy. The location-method impact is provided for disclosure only
and all intensity, net and gross emissions shown are calculated using the market-based method.
•73538_Tesco_AR18_Text pages_Bk_180420_HR.indb 21
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Tesco PLC Annual Report and Financial Statements 2018Strategic report Principal risks and uncertainties
A robust review.
‘ The Board considers these
to be the most significant
risks faced by the Group that
may impact the achievement
of our six strategic drivers.’
We have an established risk management process
to identify, assess and monitor the principal risks
that we face as a business. We have performed
a robust review of those risks that we believe
could seriously affect the Group’s performance,
future prospects, reputation or its ability to
deliver against its priorities. This review included
an assessment of those risks that we believe
would threaten the Group’s business model,
future performance, solvency or liquidity.
Following the review of the principal risks and our
strategic drivers we have included two additional
shorter-term risks. These relate to the ongoing
uncertainty and approach to Brexit, and the timely
synergy realisation and integration of Booker
into the wider Group, set out on pages 24 and 25.
Additionally, we have reframed our product safety
and supply chain risks, currently reflected at the
business unit level to form a new principal risk
responsible sourcing and supply chain, set out
on page 24. This risk relates to the social and
environmental challenges facing our business, our
customers and our communities. Our approach is
outlined in our Little Helps Plan on pages 16 to 21.
The risk management process relies on our
assessment of the risk likelihood and impact
and on the development and monitoring of
appropriate internal controls. Our process for
identifying and managing risk is set out in more
detail on page 43.
We maintain risk registers for the principal risks
faced by the Group and this is an important
component of our governance framework and
how we manage our business. As part of our
risk management process, risks are reviewed as
a top down and bottom up activity at the Group
and the business unit level. The content of the risk
registers are considered and discussed through
regular meetings with senior management and
reviewed by the Executive Committee. Each
principal risk is reviewed at least annually by
the Board.
The table opposite sets out our principal risks,
their link to our strategic drivers, their movement
during the year and a summary of key controls
as well as any mitigating factors. The Board
considers these to be the most significant
risks faced by the Group that may impact the
achievement of our six strategic drivers as set
out on pages 8 and 9. They do not comprise all
of the risks associated with our business and are
not set out in priority order. Additional risks not
presently known to management, or currently
deemed to be less material, may also have an
adverse effect on the business.
Strategic drivers
1
2
A differentiated brand
Reduce operating costs
by £1.5bn
3
Generate £9bn cash from
operations
4
Maximise the mix to achieve
a 3.5% - 4.0% margin
5
Maximise value from property
6
Innovation
Risks
Customer
Tesco Bank
Transformation
Brexit
Liquidity
Oversight
Board
Overall responsibility for risk
management, engages directly
with risk assessment, mitigations
and risk appetite.
Audit Committee
Oversight of the risk framework
and controls on behalf of the Board.
Booker
synergy
realisation and
integration
Responsible
sourcing and
supply chain
Principal risks
Competition
and markets
Brand,
reputation
and trust
Group Chief Executive
and Executive Committee
The Group Chief Executive has
overall accountability for control
and the management of risk.
Individual members, reporting
to the Group Chief Executive, are
accountable for specific risks.
People
Technology
Health and
Safety
Political,
regulatory and
compliance
Data
security and
data privacy
Group Risk and
Compliance Committee
Oversight of key regulatory
and compliance risks on behalf
of the Executive Committee,
reporting biannually to the
Audit Committee.
Indicates a new risk.
22
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Tesco PLC Annual Report and Financial Statements 2018
A robust review.
Key to risk movement
Risk increasing
No risk movement
Risk decreasing
Link to strategic drivers on page 22
Principal risk
Customer†
Failure to have a coherent, connected and
engaging customer journey and in-store
experience will lead us to be less competitive
and lose market share.
1
3
4
6
Risk movement
Ongoing fragmentation of
our customer engagement
channels exposes us to an
increased risk of diluting
our customer experience
and ability to differentiate
our brand.
Transformation†
Failure to achieve our transformation
objectives due to poor prioritisation,
ineffective change management and a failure
to understand and deliver the technology
required, resulting in an inability to progress
sufficiently quickly to maintain or increase
operating margin and generate sufficient
cash to meet business objectives.
Achieving our
transformation goals
continues to demand
further effort and
investment, especially
with regard to technology
changes, as both internal
and external expectations
have increased.
3
4
6
Liquidity†
Failure of our business performance to deliver
cash as expected; access to funding markets
or facilities is restricted; failures in operational
liquidity and currency risk management; Tesco
Bank cash call; or adverse changes to the
pension deficit funding requirement, create
calls on cash higher than anticipated, leading to
impacts on financial performance, cash liquidity
or the ability to continue to fund operations.
3
4
5
We have a disciplined and
policy-based approach to
treasury management.
We have reduced our debt
levels and have improving
debt metrics. Liquidity
levels and sources of cash
are regularly reviewed
and the Group maintains
access to committed
credit facilities.
Competition and markets†
Failure to deliver an effective, coherent
and consistent strategy to respond to our
competitors and changes in macroeconomic
conditions in the operating environment,
resulting in a loss of market share and failure
to improve profitability.
We continue to face
the ongoing challenge
of a changing competitive
landscape and price
pressure across most
of our markets.
1
2
6
Brand, reputation and trust†
Failure to create brand reappraisal
opportunities to improve quality, value
and service perceptions thus failing to
rebuild trust in our brand.
1
A broad range of factors
impact our brand,
reputation and trust
in the year and, on
balance, the level of risk
remains unchanged.
Technology
Failure of our IT infrastructure or key IT systems
result in loss of information, inability to operate
effectively, financial or regulatory penalties and
negatively impacts our reputation.
Failure to build resilience capabilities at
the time of investing in and implementing
new technology.
1
6
Our technology
landscape continues
to require further
investment as external
threats increase and
the challenges around
securing the right
capability to deliver
change continues.
Key controls and mitigating factors
We now have a more consistent approach to building impactful customer
propositions, offering high quality, competitive value, while improving the
customer experience. Propositions are now developed across channels
and geographies to ensure consistency in the engagement with customers.
Group-wide customer insight management is undertaken to understand
customer behaviour, expectations and experience, and leverage more
consistently across the different parts of the business.
We monitor the effectiveness of our processes by regular tracking of our
business, and those of our competitors, against measures that customers
tell us are important to their shopping experience. We have well established
product development and quality management processes, which keep the
needs of our customers central to our decision making.
We have multiple transformation programmes underway to simplify our business
with clear market strategies and business plans in place. Our service model
processes provide a framework for implementing change. We have appropriate
executive level oversight for all the transformation activities.
Transformation programmes are supported by experienced resources from
within the business and externally as required.
We maintain an infrastructure of systems, policies and reports to ensure discipline
and oversight on liquidity matters, including specific treasury and debt-related
issues. Our treasury policies are communicated across the Group and are
regularly reviewed by the Board, Executive Committee and management.
The Group’s funding strategy is approved annually by the Board and includes
maintaining appropriate levels of working capital, undrawn committed facilities
and access to the capital markets. The Audit Committee reviews and approves
annually the viability and going concern statements and reports into the Board.
There is a long-term funding framework in place for the pension deficit and there
is ongoing communication and engagement with the Pension Trustees.
While recognising that Tesco Bank is financially separate from Tesco PLC, there
is ongoing monitoring of the activities of Tesco Bank that could give rise to risks
to Tesco PLC.
Our Board actively develops and regularly challenges the strategic direction of
our business and we actively seek to be competitive on price, range and service,
as well as developing our online and multiple formats to allow us to compete in
different markets.
Our Executive Committee and operational management regularly review markets,
trading opportunities, competitor strategy and activity and, additionally, we engage
in market scanning and competitor analysis to refine our customer proposition.
We continue to develop communication and engagement programmes to listen
to our customers and stakeholders and reflect their needs in our plans. This
includes the supplier viewpoint programme and the integration of local community
and local marketing programmes. We continue to maximise the value and impact
of our brand with the advice of specialist external agencies and in-house marketing
expertise. Maintaining a differentiated brand is one of our strategic priorities and
our Group processes, policies and our Code of Business Conduct sets out how
we can make the right decisions for our customers, colleagues, suppliers,
communities and investors. Our Corporate Responsibility Committee is in place
to oversee all corporate responsibility activities and initiatives ensuring alignment
with customer priorities and our brand. Further details can be found on page 39.
We continue to assess our technology resilience capabilities and have identified
opportunities to make significant enhancements. We are progressing greater
adoption of cloud computing technologies to provide further resilience.
We have combined governance processes covering both technology disaster
recovery and business continuity to ensure alignment.
Our technology security programme is designed to continuously strengthen
our infrastructure and Information Technology General Controls.
†
Indicates that the principal risk has been included as part of the longer term viability scenarios.
•73538_Tesco_AR18_Text pages_Bk_180420_HR.indb 23
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Tesco PLC Annual Report and Financial Statements 2018Strategic report Principal risks and uncertainties continued
Principal risk
Data security and data privacy†
Failure to comply with legal or regulatory
requirements relating to data security or data
privacy in the course of our business activities,
results in reputational damage, fines or other
adverse consequences, including criminal
penalties and consequential litigation, adverse
impact on our financial results or unfavourable
effects on our ability to do business.
1
6
Risk movement
We continue to enhance
our data security to keep
pace with increasing
threats on a global scale.
As a retail organisation we
hold a large amount of data
and are working to ensure
we comply with the
General Data Protection
Regulations.
Political, regulatory and compliance†
Failure to comply with legal and other
requirements as the regulatory environment
becomes more restrictive, due to changes in
the global political landscape, results in fines,
criminal penalties for Tesco or colleagues,
consequential litigation and an adverse impact
on our reputation, financial results, and/or
our ability to do business.
Long-term changes in the global political
environment mean that in some markets
there is a push towards greater regulation
of foreign investors and a favouring of
local companies.
1
We continue to monitor
and improve our controls
to ensure we comply
with legal and regulatory
requirements across
the Group. Given the
ongoing uncertainty
around Brexit, we have
separated this out as an
independent risk for the
current year.
Health and safety
Failure to meet safety standards in relation
to workplace, resulting in death or injury
to our colleagues or third parties.
We continue to focus our
efforts on controls which
ensure colleague and
customer safety.
1
People
Failure to attract and retain the required
capability and continue to evolve our culture
could impact delivery of our purpose and
strategic drivers.
1
6
Responsible sourcing and supply chain
Failure to meet product safety standards
resulting in death, injury or illness to customers.
Failure to ensure that products are sourced
responsibly and sustainably across the supply
chain (including fair pay for workers, adhering
to human rights, clean and safe working
environments and that all social and
environmental standards are met), leading
to breaches of regulations, illness, injury
or death to workers and communities.
1
6
Booker synergy realisation and integration
Failure to successfully integrate Booker
is dependent upon a number of factors,
leading to a risk to our planned synergy
commitments and value creation.
We continue to operate
in a fast changing and
complex legislative
environment. Market
competitiveness and
volatility affects our
ability to attract and
retain key specialist talent
thereby increasing this risk.
New principal risk.
New principal risk.
Key controls and mitigating factors
Our multi-year data security programme has been driving the enhancement
of our security capabilities. We continue to work towards meeting regulatory
requirements and regularly report the status of the security programme to
governance and oversight committees.
We have established a team to detect, report and respond to security incidents
in a timely fashion. We have a third-party supplier assurance programme focusing
on data security and privacy risks.
We are making significant investment across the Group to ensure we comply with
the requirements of the General Data Protection Regulation (GDPR) in Europe, and
any other relevant legislation globally. We put our customers and our colleagues
at the heart of all decisions we make in relation to the processing of personal data.
Our privacy compliance programme, driven by the Group Privacy Officer continues
to drive compliance throughout our global business.
Wherever we operate, we aim to ensure that the impact of political and regulatory
changes is incorporated in our strategic planning. We manage regulatory risks
through the use of our risk management framework and we have implemented
compliance programmes to manage our most important risks (e.g. bribery and
competition law).
Our compliance programmes ensure that sustainable controls are implemented
to mitigate the risk and we conduct assurance activities for each risk area.
Our Code of Business Conduct is supported by new starter and annual compliance
training and other tools such as our whistleblowing hotline.
The engagement of leadership and senior management is critical in the successful
management of this risk area and leaders provide clear tone from the top
for colleagues.
We have a business-wide, risk-based safety framework which defines how we
implement safety controls to ensure that colleagues, contractors and customers
have a safe place to work and shop.
Each business is required to maintain a Safety Improvement Plan to document
and track enhancements. Overall governance is provided by the Group Risk and
Compliance Committee, with each business unit operating their own Health
and Safety Committee.
Our annual colleague survey programme allows us to measure safety behaviour
improvements Group-wide. The survey results alongside other inputs through the
year, informs the delivery of safety initiatives and targeted communications.
We seek to understand and respond to colleagues’ needs by listening to their
feedback from open conversations, social media, colleague surveys and
performance reviews.
Talent planning and people development processes are well established across
the Group. Talent and succession planning is discussed annually by the Board and
three times a year at the Executive Committee and Nominations and Governance
Committee. The Remuneration Committee agrees objectives and remuneration
arrangements for senior management, and the current remuneration policy is
due for review at this year’s Annual General Meeting.
There is a change programme in place, supported by Executive Committee and
Audit Committee governance, to deliver technology and processes that are
simple, helpful and trusted to all our markets.
We have product standards, policies and guidance covering both food and
non-food, as well as goods and services not for resale, ensuring that products
are safe, legal and of the required quality, and that the human rights of workers
are respected and environmental impacts are managed responsibly. Refer to
pages 16 to 21 for specific actions highlighted under our Little Helps Plan.
Supplier audit programmes are in place to monitor product safety, traceability
and integrity, human rights and environmental standards, including unannounced
specification inspections of suppliers and facilities.
We run colleague training programmes on food and product safety, responsible
sourcing, hygiene controls and provide support for stores. We also provide
targeted training for colleagues and suppliers dealing with specific challenges
such as modern slavery. Our store audit programme seeks to ensure we comply
with safety and legal requirements.
A detailed synergy realisation and integration plan is being implemented
with period-end reporting and tracking of targeted benefits and key
performance indicators.
For further information on the Tesco and Booker merger see page 7.
1
†
3
4
5
6
Indicates that the principal risk has been included as part of the longer term viability scenarios.
24
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Tesco PLC Annual Report and Financial Statements 2018 Principal risk
Brexit†
Failure to prepare for the UK’s departure from
the EU causes disruption to and creates
uncertainty around our business including:
our ability to recruit; as well as impacting
our relationships with existing and future
customers, suppliers and colleagues.
These disruptions and uncertainties could
have an adverse effect on our business,
financial results and operations.
1
Tesco Bank
Tesco Bank is exposed to a number of risks,
the most significant of which are operational
risk, regulatory risk, credit risk, capital risk,
funding and liquidity risk, market risk and
business risk.
1
Risk movement
New principal risk.
Key controls and mitigating factors
The nature of the UK’s future trading relationship with the EU is still to be
determined. We continue to contribute to important public policy discussions
and engage with government, regulatory bodies and industry.
As further details of the terms of our departure from the EU emerge, we will
continue to assess and monitor the potential risks and impacts of these on
Tesco customers, colleagues and shareholders and take appropriate measures.
The Bank continues to
actively manage the risks
to which it is exposed.
The Bank has a defined risk appetite, which is approved and reviewed regularly by
both the Bank’s Board and the Tesco PLC Board. The risk appetite defines the type
and amount of risk that the Group is prepared to accept to achieve its objectives
and forms a key link between the day-to-day risk management of the business and
its strategic priorities, long-term plan, capital planning and liquidity management.
Adherence to risk appetite is monitored through a series of ratios and limits.
The Bank operates a risk management framework that is underpinned by governance,
policies, processes and controls, reporting, assurance and stress testing.
There is Bank Board risk reporting throughout the year, with updates to the Tesco
PLC Audit Committee by the Bank’s Chief Financial Officer, Chief Risk Officer and
Audit Committee Chairman. A member of the Tesco PLC Board is also a member
of the Bank’s Board.
†
Indicates that the principal risk has been included as part of the longer term viability scenarios.
Longer term viability statement
1. The context for assessment
The aim of the viability statement is for the Directors to report on the
assessment of the prospects of the Company meeting its liabilities over
the assessment period, taking into account the current financial position,
outlook and principal risks.
The Directors have based their assessment of viability on the Group’s
current strategic plan, which is updated and approved annually by the
Board, delivering the Group’s purpose of ‘serving shoppers a little better
every day’ and underpinned by the six strategic drivers (detailed on pages
8 and 9). The strategic plan necessarily makes assumptions relating to:
the prevailing economic climate and global economy; the structural
challenges facing our sector; competitor actions; market dynamics;
changing customer behaviours; and the costs associated with delivering
the strategy. Strategic plans also address and respond to the Group’s
principal risks.
2. The assessment period
The Directors have assessed the viability of the Company over a
three-year period to February 2021. The Directors have determined
that a three-year period is an appropriate timeframe for assessment,
given the dynamic nature of the retail sector and product offering,
and is in line with the Company’s strategic planning period.
Scenario
Competitive
pressure
Data security
or regulatory
breach
Brexit impact
Associated
principal risks
– Brand, reputation
and trust
– Competition
and markets
– Customer
– Brand, reputation
and trust
– Data security
and data privacy
– Political, regulatory
and compliance
– Competition
and markets
– Political, regulatory
and compliance
– Brexit
Reduction in
cost savings and
cash generation
– Transformation
– Liquidity
Description
Failure to respond to fierce
competition and changes in the
retail market drives sustained
significant like-for-like volume
decline in core food categories
with no offsetting price inflation,
putting pressure on margins.
A serious data security or
regulatory breach results
in a significant monetary penalty
and a loss of reputation among
customers.
Brexit continues to drive higher
UK domestic inflation and
increased import costs from a
weaker Sterling, compounded by
new import duties and tariffs, with
a consequential economic impact.
Failure to achieve the Group’s
transformation objectives,
resulting in an inability to progress
sufficiently quickly to maintain or
increase operating margin and
generate sufficient cash to meet
business objectives.
3. Assessment of viability
The viability of the Company has been assessed taking into account the
Company’s current financial position, including external funding in place
over the assessment period, and after modelling the impact of certain
scenarios arising from the principal risks which have the greatest potential
impact on viability in that period.
Four scenarios have been modelled, considered severe but plausible,
that encompass these identified risks. None of these scenarios individually
threaten the viability of the Company, therefore the compound impact
of these scenarios has been evaluated as the most severe stress scenario.
These scenarios assumed that external debt is repaid as it becomes due
and includes consolidation of the Booker business and associated synergies.
The scenarios above are hypothetical and purposefully severe for the
purpose of creating outcomes that have the ability to threaten the viability
of the Group. In the case of these scenarios arising, various options are
available to the Group in order to maintain liquidity so as to continue in
operation such as: accessing new external funding early; more radical
short-term cost reduction actions; and reducing capital expenditure.
None of these actions are assumed in our current scenario modelling.
4. Conclusion
Based on these severe but plausible scenarios, the Directors
have a reasonable expectation that the Company will continue to
operate and meet its liabilities as they fall due over the three-year
period considered.
This Strategic report, which has been prepared in accordance with the requirements of the Companies Act 2006, has been approved and signed on behalf
of the Board.
Robert Welch
Group Company Secretary
10 April 2018
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Tesco PLC Annual Report and Financial Statements 2018Strategic report Corporate governance report
Chairman’s introduction.
‘ Your Board firmly believes that
a sound governance framework is
essential in supporting management
in delivery of the Group’s strategy
to drive business success.’
John Allan
Non-executive Chairman
Board effectiveness review
The Board carries out an annual evaluation of its effectiveness. Having
undertaken an external review in 2015/16 and an internal review overseen by
me in 2016/17, the 2017/18 review was overseen by Deanna Oppenheimer, our
Senior Independent Director, which encompassed the areas recommended
for improvements in 2016/17. The results of the review are set out on page
35, together with information about our progress against the 2016/17
review actions.
Dear Shareholder
At Tesco, we recognise the importance of good corporate governance
in supporting the long-term success and sustainability of our business.
We strive to maintain a robust and effective governance framework which
supports the application and execution of our strategy and remains
consistent with our values.
Board role and effectiveness
The core objective of the Board is to create and deliver the long-term
success of the Company and long-term returns for shareholders. This
requires the Board to set the Company’s strategic aims, ensure that the
necessary financial and human resource structures are in place to achieve
the Company’s objectives, provide oversight of management’s performance
in delivering against strategy on a day-to-day basis and set the Company’s
risk appetite. The Board is aware of its obligations to the Company’s
shareholders and other stakeholders and responds to their needs by
transparent reporting and active engagement.
My role as Chairman is to lead the Board and to ensure that Tesco has a
Board which works effectively in all aspects of its role. A key part of that
role is to ensure the Board works collaboratively with the executive team,
providing support and guidance to complement and enhance the work
undertaken, constructively challenge management when necessary and
exercise an appropriate level of rigorous enquiry and intellectual debate.
This involves having Directors with the right range and balance of skills,
experience and attributes, including a broad diversity of perspectives,
for the Board and for Tesco. I believe we have this on our Board, enhanced
by the appointments of Stewart Gilliland and Charles Wilson in March 2018
following the successful completion of the Booker Group Merger.
Governance
We are committed to maintaining high standards of corporate governance
within Tesco. Over the last few years, we have worked hard to ensure that
good governance is part of our way of thinking and working, and underpins
how we conduct ourselves every day. Our governance framework ensures
robust, informed and transparent decision-making processes and the
Board encourages open discussion and constructive challenge.
There has been much focus on corporate governance recently and the
standards continue to change and evolve. To ensure sufficient time is devoted
to understanding and discussing governance matters, during the year we
enhanced the remit of the Nominations Committee to include the oversight
of the Group’s governance framework and renamed it the Nominations and
Governance Committee. The Committee has reviewed the FRC’s proposals
to revise the UK Corporate Governance Code and we will report further on
the changes to Tesco’s governance framework in next year’s Annual Report,
in anticipation of the revised Code becoming effective in the 2019/20
financial year.
Succession planning
While much of the scrutiny of succession plans for the levels of management
immediately below Executive Committee has been delegated to the
Nominations and Governance Committee, the Board remains focused
on ensuring that our talent pipeline is managed to support our long-term
strategy. The Board allocates significant time to discuss succession planning
and talent development of the Executive Committee. During the year, the
Board further increased its engagement with talent development and
conducted a comprehensive review of the Executive Committee talent
pipeline, focusing on their specific development needs against the future
plans and requirements for our business. The Board reviewed assessments
of a number of senior leaders and discussed their leadership qualities,
strengths and areas for development. From this review, we have developed
our medium and long-term succession plans.
Remuneration
Our approach to reward aims to establish a framework that is fair and
balanced, and provide a clear and demonstrable link between remuneration
and delivery of the Group’s key strategic objectives, while delivering
long-term and sustainable returns to shareholders. This year, we will be
seeking shareholder support for a new remuneration policy, which will
formally apply, subject to shareholder approval, from the date of the
2018 AGM.
Culture
At Tesco we recognise that culture plays a fundamental role in the delivery
of strategy and the Board is ultimately responsible for ensuring that our
activities reflect the culture we wish to instil in our colleagues and other
stakeholders to drive the right behaviours. The Board is committed to
promoting a strong and positive culture and upholding our well-established
core values that underline how we run our business:
– Nobody tries harder for our customers.
– We treat people how they want to be treated.
– Every little help makes a big difference.
One of my goals as Chairman is to build a culture in which we fully understand
our stakeholders – customers, colleagues, suppliers, shareholders and our
communities – and what matters to them, and then act by changing and
innovating to meet their needs. At the Board, there is a clear emphasis on
setting the tone from the top and leading by example.
The Board receives reports throughout the year on stakeholder issues
and concerns, including details of our Group-wide employee engagement
surveys, which include data on whether colleagues recommend us as a great
place to work and shop, results of our supplier satisfaction surveys and
statistics on our customers recommending Tesco as a great place to shop
and coming back time and again, which are three of the Big 6 KPIs set out
in the Strategic report. We engage also with our shareholders through a full
calendar of events and meetings, including the AGM and General Meeting on
the Booker Group merger, and the Board receives details of our impact on our
communities through the Corporate Responsibility Committee. The Board
places great importance on these reports, which help inform our decisions,
track progress and monitor culture.
26
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Tesco PLC Annual Report and Financial Statements 2018 Diversity and inclusion
The Board has previously highlighted that it is an advocate of diversity
in its broadest sense in the boardroom and a supporter of the Hampton-
Alexander report, which aims to raise the proportion of women on UK Boards
to at least one-third by the end of 2020, and the Parker report on ethnic
diversity on the Board. We have also become a member of the 30% Club,
which is an organisation that encourages businesses to achieve 30% female
representation on their Boards and also in their senior leadership teams.
Board membership reflects a wide range of skills and business experience
drawn from a number of industries, which is critical for bringing both the
expertise required, and to enable different perspectives to be brought to
Board discussions. The combination of these factors mean that the Board
benefits from a diverse range of competencies, perspectives and thoughts,
providing an ability to challenge on strategic issues and a dynamic
environment for decision-making.
The Board remains of the opinion that appointments to the Board should
be made on merit relative to a number of different criteria including diversity
of gender, cultural background, independence and personal attributes,
alongside the appropriate skill set, experience and expertise. Although we
have not established a formal policy, the Board intends to continue with this
approach to diversity in all aspects, while maintaining the principle that all
future appointments to the Board must also complement the balance of
skills that the Board already possesses. The role of succession planning in
promoting diversity is acknowledged and the Group has a range of policies
to help provide mentoring and development opportunities.
The Board recognises the need to create the conditions that foster talent
and encourage all employees to achieve their full career potential in the
Group. As part of our overall approach to inclusion we have established an
External Advisory Panel to help guide our inclusion agenda and implemented
an Inclusion Strategy which aims to ensure that everyone is welcome at
Tesco. We also have a number of well-established colleague networks,
including Women at Tesco, BAME at Tesco, Armed Forces at Tesco, Disability
at Tesco and Out at Tesco, which provide support to allow colleagues to be
themselves at work and develop within Tesco.
Further details of the Group’s approach to diversity can be found online at
www.tescoplc.com.
Conclusion
Looking forward to 2018/19, the Board and I will continue to focus on
the effective oversight of the Company and progress against our purpose
of serving shoppers a little better every day.
John Allan
Non-executive Chairman
Tesco PLC Annual Report and Financial Statements 2018
27
Corporate governance Corporate governance report continued
Board of Directors.
Stewart Gilliland
Independent Non-executive Director
Appointed 5 March 2018
Skills and experience
Stewart has significant business and management
experience in international markets, specifically
those in Europe, having previously held roles with
leading consumer-facing companies, including
Whitbread and Interbrew. He held the position
of Chief Executive of Muller Dairies UK and Ireland
until 2010. Prior to joining Tesco, he was Chairman
of Booker Group plc.
External appointments
– Senior Independent Director of Mitchells
& Butlers plc;
– Non-executive director of C&C Group plc;
– Non-executive director of Curious Drinks Ltd; and
– Director of Nature’s Way Foods Ltd.
John Allan CBE
Non-executive Chairman N R C
Appointed 1 March 2015
Tenure 3 years
Board meeting attendance 6/6
Skills and experience
John has significant board, retail and financial
experience gained from both the commercial and
financial sectors. He was CEO of Exel PLC and when
it was acquired by Deutsche Post in 2005 he joined
the board of Deutsche Post, becoming CFO in 2007
until his retirement in 2009. John was Chairman of
Dixons Retail plc during its turnaround period, and
following its merger with Carphone Warehouse was
Deputy Chairman and Senior Independent Director
of Dixons Carphone until 2015. He was also previously
a non-executive director of Worldpay Group PLC,
National Grid plc, the UK Home Office Supervisory
Board, 3i plc, PHS Group plc, Connell plc, Royal Mail
plc, Wolseley plc and Hamleys plc.
External appointments
– Chairman of Barratt Developments PLC;
– Chairman of London First; and
– Vice President of the Confederation
of British Industry.
Steve Golsby
Independent Non-executive Director R C
Appointed 1 October 2016
Tenure 1.5 years
Board meeting attendance 6/6
Skills and experience
Steve has a wealth of knowledge of operating
internationally, specifically significant leadership
experience in Asia. He has a strong background in
consumer marketing and held senior executive
positions with Bristol Myers Squibb and Unilever,
before being appointed President of Mead Johnson
Nutrition, a leading global infant nutrition company,
in 2004. He was President and CEO from 2008 to
2013 and a non-executive director from 2013 to 2017.
He was also previously a non-executive director of
Beam Inc.
External appointments
– Non-executive director of RMA Group;
– Advisor to Thai Union Group PLC, a global
leader in the seafood industry; and
– Honorary Investment Advisor to the Thailand
Board of Investment.
Byron Grote
Independent Non-executive Director
Appointed 1 May 2015
Tenure 3 years
Board meeting attendance 6/6
AN
R
Mark Armour
Independent Non-executive Director A
Appointed 2 September 2013
Tenure 4.5 years
Board meeting attendance 6/6
Skills and experience
Mark has significant strategic planning and financial
expertise, as well as experience of executive
leadership. He was CFO of Reed Elsevier Group plc
(now RELX Group plc) and its two parent companies,
Reed Elsevier PLC and Reed Elsevier NV, from 1996
to 2012. This role has provided him with considerable
experience of digital business transition and operating
in a multi-channel environment. Prior to joining
Reed Elsevier, he was a partner at Price Waterhouse
in London. He was previously a non-executive
director and chair of the audit committee of
SABMiller PLC.
External appointments
– Non-executive director of the Financial
Reporting Council; and
– Member of the Takeover Panel (from 1 May 2018).
28
Skills and experience
Byron brings broad financial and international
experience to the Board, having worked across
BP PLC in a variety of commercial, operational
and executive roles covering numerous geographies.
Byron’s strategic focus and financial experience
complements the balance of skills on the Board and
makes him ideal for the role of Chair of the Audit
Committee. He served on the BP PLC board from
2000 until 2013 and was BP’s CFO during much
of that period. He was previously a non-executive
director of Unilever PLC.
External appointments
– Vice Chairman of the Supervisory Board
of Akzo Nobel NV;
– Non-executive director of Anglo American
PLC; and
– Non-executive director of Standard
Chartered PLC.
Dave Lewis
Group Chief Executive
Appointed 1 September 2014
Tenure 3.5 years
Board meeting attendance 6/6
Skills and experience
Dave has significant experience in brand marketing,
customer management and general management.
Prior to joining Tesco, he worked for Unilever for
nearly 30 years in a variety of different roles across
Europe, Asia and the Americas. He has experience
across many sectors in the UK and overseas, and
has been responsible for a number of business
turnarounds. He was previously a non-executive
director of Sky PLC.
External appointments
– Member of the Governance Committee
of the Consumer Goods Forum; and
– Chair of Champions 12.3, a UN programme
seeking to add momentum to the achievement
of the UN Sustainable Development Target 12.3
by 2030.
Mikael Olsson
Independent Non-executive Director R C
Appointed 1 November 2014
Tenure 3.5 years
Board meeting attendance 6/6
Skills and experience
Mikael joined the Tesco Board after an extensive
career at IKEA Group, holding a variety of senior
roles including being a member of the executive
committee from 1995 until 2013 and holding the
position of CEO and President from 2009 until
2013. He brings a wealth of retail and value chain
experience as well as knowledge of sustainability,
people and strategy in an international environment.
Tesco PLC Annual Report and Financial Statements 2018
He was previously a non-executive director
and vice chairman of Volvo Cars AB.
External appointments
– Non-executive director of Ikano S.A.;
– Non-executive director of Lindengruppen AB;
– Non-executive director of The Royal
Schiphol Group; and
– Member of the Nominations Committee
of Volvo Cars AB.
External appointments
– Managing Director of Silver Lake Partners,
a leading global technology investment firm;
– Board member of Dell and FlixBus;
– Trustee of the Natural History Museum; and
– Trustee of the Royal Foundation of the Duke
and Duchess of Cambridge and Prince Harry.
Alison Platt
Independent Non-executive Director R
Appointed 1 April 2016
Tenure 2 years
Board meeting attendance 6/6
Skills and experience
Alison has extensive experience of the property
sector and customer service delivery through her
role as Chief Executive of Countrywide plc, which
she held until January 2018. She also has significant
business-to-business and international commercial
experience, having held a number of senior
positions at Bupa. Alison’s experience as a CEO
enables her to provide challenge and advice to
the Board across a range of issues. Alison was
previously Chair of Opportunity Now, which seeks
to accelerate change for women in the workplace,
as well as a non-executive director of the Foreign
& Commonwealth Office and Cable & Wireless
Communications PLC.
Lindsey Pownall OBE
Independent Non-executive Director C
Appointed 1 April 2016
Tenure 2 years
Board meeting attendance 6/6
Skills and experience
Lindsey has substantial experience in food,
grocery and retail brand development, having
enjoyed a career of over 20 years at Samworth
Brothers, the leading UK supplier of premium
quality chilled and ambient foods. She joined
the Samworth Board in 2001 and served as Chief
Executive between 2011 and 2015. Lindsey is a
passionate advocate of supplier relationships,
customers, colleagues and sustainability which
directly support Tesco’s strategy and her role as
Chair of the Corporate Responsibility Committee.
External appointments
– Non-executive director of Meadow
Foods Limited;
– Non-executive director of Story
Contracting Limited; and
– Non-executive director of Story
Homes Limited.
Deanna Oppenheimer
Senior Independent Director N R C
Appointed 1 March 2012
Tenure 6 years
Board meeting attendance 6/6
Skills and experience
Deanna has significant marketing, brand
management and consumer knowledge and
experience, bringing a broad perspective to the
Board. She held several senior roles at Barclays plc,
including Chief Executive of UK Retail and Business
Banking and Vice Chair of Global Retail Banking.
Deanna was appointed as Chair of Hargreaves
Lansdown plc in February 2018. She is also currently
a non-executive director of the US fresh-prepared
food company, Joshua Green Corporation and is
the founder of advisory firm, CameoWorks LLC,
which provides bespoke support to early stage
companies. Deanna was previously a non-executive
director of NCR Corporation and Worldpay, Inc.
Her extensive board, investor and commercial
experience makes her a strong Senior Independent
Director and Chair of the Remuneration Committee.
External appointments
– Chair of Hargreaves Lansdown plc;
– Non-executive director of AXA Group;
– Non-executive director of Whitbread PLC;
– Non-executive director of Joshua Green Corp;
– Founder of consumer-focused boutique advisory
firm, CameoWorks LLC; and
– Senior advisor to Bain & Company.
Simon Patterson
Independent Non-executive Director A
Appointed 1 April 2016
Tenure 2 years
Board meeting attendance 6/6
Skills and experience
Simon has extensive knowledge of and years
of experience in finance, technology and global
operations gained in various management and
leadership roles. He was a member of the founding
management team of the logistics software
company Global Freight Exchange and has worked
at the Financial Times and McKinsey & Company.
He has previously served on the boards of Skype,
MultiPlan, Cegid Group, Intelsat, Gerson Lehrman
Group and N Brown Group.
Alan Stewart
Chief Financial Officer
Appointed 23 September 2014
Tenure 3.5 years
Board meeting attendance 6/6
Skills and experience
Alan brings to the Board significant corporate
finance and accounting experience from a variety
of highly competitive industries, including retail,
banking and travel, as well as executive leadership
experience within a listed company environment.
Prior to joining Tesco, he was UK CEO and CFO of
Thomas Cook Holdings, Group Finance Director
of WHSmith plc and CFO for AWAS and Marks &
Spencer plc. He was previously a non-executive
director of Games Workshop Group plc.
External appointments
– Non-executive director of Diageo plc;
– Non-executive director of Tesco Bank;
– Member of the Advisory Board, Chartered
Institute of Management Accountants; and
– Member of the Main Committee and Chairman
of the Pension Committee of the 100 Group
of Finance Directors.
Charles Wilson
CEO, UK & ROI
Appointed 5 March 2018
Skills and experience
Charles started his career in 1986 with Procter
& Gamble following which he was a consultant
with OC&C Strategy Consultants and a director
of Abberton Associates. In 1998 he became an
executive director of Booker Group plc which
merged with Iceland plc in 2000. In 2001 he became
an executive director of Arcadia Group plc and in
2004 he became an executive director of Marks
& Spencer plc. In 2005 he was appointed as
Chief Executive of Booker Group plc.
Committee membership (at 10 April 2018)
N Nominations and Governance Committee
A Audit Committee
R Remuneration Committee
C Corporate Responsibility Committee
Chair of Committee
Independent Board member
29
Tesco PLC Annual Report and Financial Statements 2018Corporate governance
Corporate governance report continued
Executive Committee.
Alessandra Bellini
Chief Customer Officer
Alessandra joined the Executive Committee on 1 March 2017.
Alison Horner
Chief People Officer
Alison joined the Executive Committee on 1 March 2011.
Responsibilities
Alessandra is responsible for building the Tesco brand globally and putting
the customer at the heart of everything that we do.
Responsibilities
Alison is responsible for setting the people strategy and plans at Tesco,
including reward, colleague experience and capability.
Skills and experience
Prior to Tesco, Alessandra worked at Unilever for over 21 years, latterly as
Vice President for the Food Category in North America and Food General
Manager for the USA. Previously, she had a 12-year career in advertising,
working both in Italy and the UK. An international executive, Alessandra has
held roles in North America, the UK, Italy and Central and Eastern Europe.
Skills and experience
Alison joined Tesco in 1999 as a Personnel Manager, and was promoted
to Personnel Director for Tesco’s UK stores in 2000. After that she worked
running stores and leading change programmes before her promotion
to Chief People Officer in 2011. Alison is a Tesco Pension Trustee and
a member of the Manchester Business School Advisory Board.
Tony Hoggett
CEO, Asia
Tony joined the Executive Committee on 1 April 2017.
Jane Lawrie
Group Communications Director
Jane joined the Executive Committee on 10 October 2016.
Responsibilities
Tony is responsible for Tesco’s businesses in Thailand and Malaysia, as well
as its joint ventures in India and China. He also leads our business partnerships
across the region.
Skills and experience
Tony joined Tesco in 1990 and has served in a range of leadership roles in
the UK and Asia over the last three decades. Between 2007 and 2011 he held
the roles of VP South China, as well as President North China, before moving
to Turkey as Chief Operating Officer for Tesco Kipa. In 2011, Tony returned to
the UK as Managing Director for Superstores, before becoming Managing
Director, Tesco Extra and a board member of Tesco Mobile in 2012. In 2014,
he joined the UK Leadership Team as Retail Director and then was appointed
Chief Operating Officer UK in 2016. In April 2017, Tony was appointed to his
current role of CEO, Asia.
Responsibilities
Jane is responsible for rebuilding trust in the Tesco brand and its businesses.
Skills and experience
Jane has over 25 years’ experience of corporate, financial, colleague and
digital communications. She joined Tesco from Coca-Cola, where she led
European public affairs and communications. She has significant experience
in advising businesses on trust and corporate reputation through previous
roles at Diageo and Boots.
Dave Lewis
Group Chief Executive
Dave joined the Board and the Executive Committee on 1 September 2014.
His full biography appears on page 28.
30
Tesco PLC Annual Report and Financial Statements 2018 Adrian Morris
Group General Counsel
Adrian joined the Executive Committee on 6 September 2012.
Jason Tarry
Chief Product Officer
Jason joined the Executive Committee on 1 January 2015.
Responsibilities
Adrian is responsible for the legal, company secretarial, government
relations, regulatory and compliance functions across Tesco.
Skills and experience
Adrian joined Tesco in September 2012 as Group General Counsel. Prior to
Tesco, Adrian worked at BP PLC as Associate General Counsel for Refining
and Marketing and prior to that at Centrica PLC, initially as European Group
General Counsel and then as General Counsel for British Gas.
Responsibilities
Jason is responsible for setting the strategy and policy for the planning,
ranging, sourcing and supply of the products we sell across the Group.
In addition, he has direct responsibility for managing this for the UK.
Skills and experience
Jason joined Tesco in October 1990 on the graduate recruitment programme.
He has held a number of positions in the UK and internationally across both
food and non-food divisions. Jason became CEO for clothing across the Group
in 2012 before being appointed as Chief Product Officer in January 2015.
Matt Simister
CEO, Central Europe
Matt joined the Executive Committee on 1 April 2017.
Responsibilities
Matt is responsible for all of Tesco’s businesses in the Czech Republic,
Hungary, Poland and Slovakia.
Skills and experience
Matt joined Tesco in 1996 as a marketer. He built on his UK experience
with three years as Commercial Director for our Czech and Slovak businesses.
Following which, he returned to the UK to set up our Group Food capability,
managing our regional fresh food and Tesco Brand sourcing, buying and
inbound supply chains for the UK, ROI, Central Europe and Asia. In April 2017,
Matt was appointed to his current role of CEO, Central Europe.
Charles Wilson
CEO, UK & ROI
Charles joined the Board and the Executive Committee on 5 March 2018.
His full biography appears on page 29.
Alan Stewart
Chief Financial Officer
Alan joined the Board and the Executive Committee on 23 September 2014.
His full biography appears on page 29.
31
Tesco PLC Annual Report and Financial Statements 2018Corporate governance Corporate governance report continued
Governance framework
The Board and Executive Committee operate within a wider governance
framework at Tesco. This ensures that decisions are taken at the right level
of the business by the colleagues best placed to take them. Our framework
provides clear direction on decision-making without creating burdensome
processes that could impede progress. We retain the agility to get on with
running our business while maintaining high standards of governance. The
Governance Framework is designed to safeguard and enhance long-term
shareholder value and provide a platform to realise the Group’s strategy.
Our system of internal control and risk management arrangements are
integral to our Governance Framework.
Roles and
responsibilities
• Setting the Group’s culture, standards and
values, and ensuring that its obligations to
shareholders and other stakeholders are
understood and met.
• Determining strategic direction and
demonstrating leadership.
• Focusing on matters that consistently add value
for our shareholders and other stakeholders.
• The governance and stewardship of the Group.
• Board and Committee appointments.
• Ensuring that management maintains
a system of internal control and risk
management arrangements.
Matters reserved for the
Board’s decision
• Group’s strategic and operating plans.
• Risk appetite.
• Long-term plans and budgets.
• Financial results, viability statement
and governance.
• Material contracts.
• Capital and liquidity matters.
• Major acquisitions, mergers and disposals.
The Board
Chairman
• Leads the Board and
promotes a culture of open
debate between Executive
and Non-executive Directors.
• Promotes high standards of
corporate governance.
• Ensures the effectiveness
of the Board.
• Available to investors.
Senior
Independent Director
• Acts as a sounding board for
the Chairman and appraises
his performance.
• Serves as a trusted intermediary
for other Non-executive Directors
and shareholders, as required.
• Available to investors.
Non-executive Directors
• Provide sound judgement,
objectivity and experience to
Board deliberations.
• Contribute to developing strategy.
• Scrutinise and constructively
challenge the performance of
management in the execution
of our strategy.
Chief Executive
Executive leadership and
day-to-day management
of Tesco to ensure delivery
of the strategy determined
by the Board.
Remuneration Committee
Read more on page 45
Audit Committee
Read more on page 40
Nominations and Governance
Committee
Read more on page 38
Corporate Responsibility
Committee
Read more on page 39
Disclosure Committee
To verify the integrity of
material information and ensure
compliance with regulations.
Risk and Compliance
Committee
Set and monitor the
implementation and effectiveness
of risk and compliance standards
across the Group.
Executive Committee
Make and implement operational
decisions, while running Tesco’s
day-to-day business.
32
Tesco PLC Annual Report and Financial Statements 2018 UK Corporate Governance Code compliance
The Board confirms that throughout the year ended 24 February 2018
the Company applied the main principles and complied with the relevant
provisions set out in the UK Corporate Governance Code (Code) issued
by the Financial Reporting Council (FRC) in April 2016. The Code can be
found on the FRC website www.frc.org.uk.
Leadership
Our Board and Committees
The Board has a collective responsibility to promote the long-term success
of the Company and is accountable to shareholders for ensuring that the
Group is appropriately managed and achieves the strategic objectives it
sets, in a way that is supported by the right culture, values and behaviours
throughout the Group. In this performance of its duties, it has due regard
to the interests of other key stakeholders and is aware of the potential
impact of the decisions it makes. To support the Board’s role in establishing
the strategic objectives and policies of the Group, it has a well-defined
Governance Framework as shown on page 32.
Board activity
The Board is the decision-making body for those matters that are
considered of significance to the Group owing to their strategic, financial
or reputational implications or consequences. To retain control of these
key decisions, certain matters have been identified that only the Board
may approve and there is a formal schedule of powers reserved to the
Board, as shown in the Governance Framework on page 32.
Specific responsibilities have been delegated to the Board Committees,
each of which is responsible for reviewing and dealing with matters within
its own terms of reference. Each Committee reports to, and has its terms
of reference approved by, the Board. The Committee papers and minutes
are shared with all Directors.
Board activity in 2017/18
At Board meetings, we receive and consider papers and presentations
from the Executive Directors on relevant topics and senior management
are regularly invited to attend meetings for specific items. This enables the
Non-executive Directors to engage with colleagues from across the Group.
Effective review and decision-making is supported by providing the Board
with high quality, accurate, clear and timely information, including input
from advisers where necessary. If a Director were to have any material
concerns, these would be recorded in minutes of meetings, and on resignation
any Non-executive Director having such concerns would provide a written
statement to the Chairman and the Board.
Board meetings are structured around the following areas:
– financial performance and risk;
– strategy development and planning;
– reviews of our businesses; and
– other corporate activities, including stakeholders.
Details of the proportion of time spent by the Board in 2017/18 in these
areas are set out below.
Division of responsibilities
The Board has agreed a clear division of responsibilities between the running
of the Board and running the business of the Group. The responsibilities
of the Chairman, Group Chief Executive, Senior Independent Director and
other Directors are clearly defined, as shown in our Governance Framework
on page 32, so that no individual has unrestricted powers of decision.
The Group Chief Executive is supported by the Executive Committee,
and the Group’s senior management structure has been designed to
support management’s decision-making responsibilities, aligned to personal
accountability and delegated authority, while embedding risk and control
in business decision-making.
20%
28%
23%
29%
Financial performance
and risk
Strategy development
and planning
– Risk management
– Review of internal controls
– Financial results
– Annual and half-yearly reports
– Dividend
– CFO reports
– Strategy day
– Portfolio update
– Competitors
– Maximising property value
– Technology update
– Brexit
– Customer insight
Reviews of
our businesses
– UK & ROI
– Central Europe
– Asia
– Joint ventures
– Tesco Mobile
– Tesco Bank
– F&F
– dunnhumby
Other corporate activities,
including stakeholders
– Customers, Colleagues,
Suppliers & Shareholders
– Succession planning and
talent management
– CEO reports
– Litigation reports
– Committee reports
– Board effectiveness
– Health and Safety
33
Tesco PLC Annual Report and Financial Statements 2018Corporate governance Corporate governance report continued
Non-executive Directors
The Non-executive Directors provide a strong independent element to
the Board and a solid foundation for good corporate governance. Although
all Directors are equally accountable under law for the stewardship of the
Company’s affairs, the Non-executive Directors fulfil a vital role in corporate
accountability. They have responsibility for constructively challenging the
strategies proposed by the Executive Directors, scrutinising the performance
of management in achieving agreed goals and objectives, as well as playing
a leading role in the functioning of the Board Committees. Between them,
the current Non-executive Directors have the appropriate balance of skills,
experience, knowledge and independent judgement gained through
experience in a variety of business sectors.
Diversity and inclusion
The Board continues to recognise that an appropriate mix of diversity and
skills is key for introducing different perspectives into Board debate and
for better anticipating the risks and opportunities in building a long-term
sustainable business. As set out in their biographies on pages 28 and 29 and
in the charts below, each member of the Board offers a range of core skills
and experience that is relevant to the successful operation of the Group. In
addition, we believe it is helpful to maintain a blend within the Non-executive
group where some are in full-time employment and others are pursuing a
Non-executive portfolio career path.
Board Committees
The four principal Committees of the Board are: Audit; Corporate
Responsibility; Nominations and Governance; and Remuneration. Board
Committee members are appointed by the Board upon the recommendation
of the Nominations and Governance Committee, which reviews the
composition of each Committee regularly. The Committee memberships
are spread between the Non-executive Directors, drawing on each of their
relevant skills and experience.
Membership details for the Committees can be found in the respective
Committee reports.
Board expertise (no. of directors)
Financial
Retail
Strategy
Marketing
Technology
1
Gender split
Gender split
6
6
23% 77%
27% 73%
30% 70%
57% 43%
Board
Executive Committee
Colleagues
Male
Female
Tenure
Nationalities of the Board
15% 15%
38%
31%
1
1
2
9
0-1 yrs
2-4 yrs
1-2 yrs
4-6 yrs
UK
Europe
North America
Asia*
* Based on residency.
34
Effectiveness
Board balance
Effective management and good stewardship are led by the Board. The
Board is currently composed of the Chairman, who was independent on
appointment, three Executive Directors and nine Non-executive Directors.
The balance of Directors on the Board ensures that no individual or small
group of Directors can dominate the decision-making process and that the
interests of shareholders are protected. Charles Wilson and Stewart Gilliland
joined the Board on 5 March 2018, following completion of the Booker Group
Merger. Charles Wilson also joined the Executive Committee.
Board independence
Independent Non-executive Directors form a majority of the Board.
The Board considers each of its current Non-executive Directors to be
independent in character and judgement. In reaching its determination
of independence, the Board has concluded that there are no relationships
or circumstances likely to affect, or could appear to affect, the judgement
of our nine Non-executive Directors. Each continues to provide objective
challenge to management and is willing to stand up and defend his or her
own beliefs and viewpoints in order to support the ultimate good of
the Company.
Attendance at Board meetings
Directors are expected to attend all Board and relevant Committee
meetings. The Nominations and Governance Committee assesses the
external commitments of Board members to ensure that they each have
sufficient time and energy to devote to their role with Tesco. The Board is
currently satisfied that the number of appointments held by each Director in
addition to their position with Tesco is appropriate to allow them to fulfil their
obligations to the Group. Following Deanna Oppenheimer’s appointment as
Chair of Hargreaves Lansdown plc in February 2018, she stepped down as
non-executive director of Worldpay, Inc. and she has confirmed that she will
relinquish a further directorship by mid-2018, which will be announced at the
appropriate time. Details of the Directors’ attendance at Board meetings can
be found in their biographies on pages 28 and 29.
In addition to the six scheduled meetings of the Board during the year,
there was one further meeting held in respect of the Booker Group Merger.
A number of additional meetings on the merger were held after the year end.
During the year, the Chairman met frequently with Non-executive
Directors without Executive Directors being present.
Development
The Chairman regularly discusses training requirements with the Board and
arranges meetings or asks for information to be provided, as appropriate.
As part of the ongoing development of Directors, key site visits are arranged
and Directors are provided with the opportunity for, and encouraged to
attend, training to ensure they are kept up to date on relevant legal,
regulatory and financial developments or changes in best practice.
Information and support
The Group Company Secretary, through the Chairman, is responsible for
advising the Board on all governance matters and for ensuring that Board
procedures are followed, applicable rules and regulations are complied with,
and that due account is taken of relevant codes of best practice. The Group
Company Secretary is also responsible for ensuring communication flows
between the Board and its Committees, and between senior management
and Non-executive Directors. All Directors have access to the advice of the
Group Company Secretary and, in appropriate circumstances, may obtain
independent professional advice at the Company’s expense. In addition,
a Directors’ and Officers’ Liability Insurance policy is maintained for all
Directors and each Director has the benefit of a Deed of Indemnity.
The appointment and removal of the Group Company Secretary is a matter
reserved for the Board as a whole.
7
8
As Charles Wilson and Stewart Gilliland were not appointed until
5 March 2018, they did not attend any meetings in the year, however
they have attended all Board meetings since their appointment.
Tesco PLC Annual Report and Financial Statements 2018 Conflicts of interest
In accordance with the Companies Act 2006 and the Company’s Articles of Association, Directors are required to report actual or potential conflicts
of interest to the Board for consideration and, if appropriate, authorisation. If such conflicts exist, Directors excuse themselves from consideration
of the relevant matter. The Company maintains a register of authorised conflicts of interest which is reviewed annually by the Nominations and
Governance Committee.
Induction
All new Directors receive a comprehensive induction programme tailored to their needs. The Chairman and Group Company Secretary are responsible for
delivering an effective induction programme for newly appointed Directors. The programme is designed to include briefings from senior managers on
key areas of the business, including internal control and risk management processes, the key risks facing the business, financial data, site visits and corporate
governance. The programme is designed to facilitate their understanding of Tesco, the six strategic drivers, the Company’s corporate governance practices
and procedures, as well as providing them with appropriate training and guidance as to their duties, responsibilities and liabilities as a director of a public
limited company.
The Group has put in place tailored induction programmes for Charles Wilson and Stewart Gilliland.
Performance evaluation
The Board undertakes an annual evaluation of its own performance as well as that of its Committees and individual Directors. This provides an opportunity to
consider ways of identifying greater efficiencies, maximising strengths and highlighting areas for further development, as well as checking that each Director
continues to demonstrate commitment to his or her role and each has sufficient time to meet his or her commitments to the Company. Following an external
review in 2015/16 by Independent Board Evaluation, who has no connection to the Group, and an internal review led by the Chairman in 2016/17, the 2017/18
internal review was led by the Senior Independent Director with the support of the Group Company Secretary and Lintstock Ltd. The 2017/18 evaluation was
carefully structured but pragmatic, designed to bring about a genuine debate on issues that were relevant, check on progress against matters identified in
the previous evaluation and assist in identifying any potential for improvement in the Company’s processes.
The 2017/18 performance evaluation process is set out below.
2017/18 performance evaluation
Stage 1
Completion of a detailed
questionnaire to assess
the effectiveness of the
Board, its Committees and
individual Directors.
Stage 2
Senior Independent
Director conducts
one-to-one interviews with
each Director based on the
results of the questionnaire.
Stage 3
Preparation of a
composite report.
Stage 4
Results presented and
discussed at Board and
Committee meetings.
Stage 5
Action plan and key areas
of focus approved by
the Board.
The results of the 2017/18 evaluation were presented to the Board in February 2018. Having assessed the findings of the evaluation, the Directors were
satisfied that the Board and each of its Committees were performing well, with high scores recorded across a range of performance measures.
Details of the outcomes of the 2016/17 and 2017/18 evaluations, as well as the actions taken in 2017/18 to address the 2016/17 outcomes are shown below.
Details of the actions taken to address the 2017/18 outcomes will be disclosed in next year’s Annual Report.
2016/17 evaluation outcomes
2017/18 actions
Create more opportunities for the testing and
development of strategy.
Further increase the oversight of
succession planning.
Consider ways to improve the focus of the
Corporate Responsibility Committee.
Through the year a number of updates were
provided on strategic developments agreed at the
Board strategy sessions.
During the year the Board and Nominations and
Governance Committee reviewed succession plans
and the talent pipeline for the Board, Executive
Committee and the level below the Executive
Committee. Regular reviews are incorporated into
forward planning agendas.
In October 2017, the Corporate Responsibility
Committee approved the Little Helps Plan, setting
out a number of targets and actions.
2017/18 evaluation outcomes
Further improve the oversight of risk.
Ensure the effective monitoring of the
integration of Booker Group.
Identify ways to further engage on
technology issues.
The Senior Independent Director also led the Non-executive Directors in evaluating the performance of the Chairman, with the Chairman continuing
to show effectiveness in leadership.
In accordance with the UK Corporate Governance Code, the 2018/19 review will be conducted by an external consultant.
Election and re-election of Directors
In accordance with best practice and the UK Corporate Governance Code, all Directors will submit themselves for election or re-election at the
forthcoming AGM, including Charles Wilson and Stewart Gilliland. More information is provided in the Notice of Meeting.
Code of Business Conduct
All colleagues are required to comply with the Code of Business Conduct, which is intended to help them put Tesco’s principles into practice. This clarifies
the basic rules and standards colleagues are expected to follow and the behaviour expected of them. Colleagues must complete mandatory Code of Business
Conduct training and annually attest to compliance with the Code. Designated colleagues are required to complete additional mandatory training, including on
anti-bribery and corruption laws, data protection laws and supplier legislation.
35
Tesco PLC Annual Report and Financial Statements 2018Corporate governance Corporate governance report continued
Relations with our stakeholders
The Board recognises its responsibility to take into consideration the needs and concerns of our stakeholders as part of its discussion and decision-making
processes. The Board understands that maintaining strong stakeholder relationships is the key to building a sustainable business.
The following provides an insight into the ways in which the Board is engaged with our stakeholders:
Shareholders
The Board is committed to maintaining
open and constructive dialogue with our
shareholders, whether institutional, private
or employee shareholders. The Board takes
ultimate responsibility for ensuring that
such engagement takes place.
More information can be found opposite.
Customers
The Board is dedicated to ensuring that we
maintain our core purpose to serve shoppers a
little better every day. Ensuring that customers
recommend us and come back time and again
is one of our six key performance measures,
which the Board monitors closely through
regular reporting.
Suppliers
The Board recognises that building trusted
partnerships with our suppliers is critical and
this is one of the six key performance measures
for the whole business. The Board maintains
engagement through regular reporting of the
results of our supplier viewpoint surveys, to
ensure that the progress we have made over
the past three years continues.
The Board’s
stakeholder
engagement.
Community
The Board is mindful of the impact that our
business has on the communities it operates in.
During the year, the Corporate Responsibility
Committee launched our new strategy, the Little Helps
Plan, which sets out how Tesco plans to follow our
core value ‘every little help makes a big difference’ in
three main areas: our people; our products; and our
places. In addition, members of the Board have
undertaken visits to beneficiaries of both the Tesco
Bags of Help scheme and the Tesco Community
Food Connection, to see the work being
undertaken as a result of Tesco
supporting these initiatives.
Colleagues
Our colleagues are the heart of our business
and help to communicate the values of our
business to our customers every day. We have
various tools to ensure that our Board is fully
engaged with our colleagues, including our
Group-wide employee engagement surveys,
the results of which are monitored by the
Board, and members of the Board
regularly visit our stores to engage
directly with colleagues.
36
Tesco PLC Annual Report and Financial Statements 2018 Shareholder engagement
During the year numerous activities were undertaken to engage with our shareholders:
Meetings, roadshows and conferences.
Website and shareholder communications.
The Executive Directors, Chairman and Senior Independent Director held
regular meetings with institutional investors throughout the year, to discuss
the governance and strategy of the Group. These meetings are in addition
to the roadshows organised following our full-year and half-year results.
All Non-executive Directors are able to attend scheduled meetings with
major shareholders and do so if requested.
The Investor Relations team held further investor meetings throughout the
year and attended a number of store tours and conferences.
The Board receives regular updates from the Investor Relations team on
investor sentiment and analyst commentary to ensure that all Non-executive
Directors develop an understanding of the views of major shareholders.
In October 2017 we held a stakeholder event to launch our Little Helps Plan.
We also engaged socially responsible investors by holding calls to discuss
various issues and responding to queries.
Our website www.tescoplc.com provides information to shareholders
on understanding the business, results and financial performance, and
shareholder meetings.
Video recordings of the Group Chief Executive and Chief Financial
Officer commenting on results statements were uploaded to our website
during the year, along with the results presentations and transcripts of
analysts’ calls.
Following the announcement of the Booker Group Merger, a dedicated
section of our website was made available containing details of the terms
of the merger and presentations.
Consultation and engagement.
Results and routine announcements.
The Chairman and the Chair of the Remuneration Committee held
meetings and calls to consult with major investors on our proposed
Remuneration Policy.
We invited our institutional shareholders and analysts to attend
presentations following our full-year and half-year results announcements.
The presentation slides and a webcast of the presentations were made
available at www.tescoplc.com along with transcripts of all the results
presentations and trading statement conference calls.
Shareholder meetings.
Debt investors.
The AGM was held on Friday 16 June 2017 at the ExCeL Centre in London.
At the meeting, all shareholders were given an opportunity to question
the Board on the business being proposed. The results of voting at the AGM
were published on our website www.tescoplc.com.
The AGM for this year will be held at 2.00pm on Friday 15 June 2018 at the
ExCeL Centre in London. Full details are included in the Notice of Meeting.
On Wednesday 28 February 2018, we held a General Meeting at etc.venues
St Paul’s in London to approve the share and cash merger with Booker Group
plc. Shareholders were given the opportunity to question the Board on the
merger. The results of voting at the General Meeting were published on our
website www.tescoplc.com.
The Treasury team holds biannual formal review meetings with all of our
relationship banks and maintains regular contact with them. In addition,
it held calls with the three credit rating agencies following the results
announcements and the Chief Financial Officer and Group Treasury
Director met with each of the credit rating agencies during the year.
Following the full-year and half-year results, the Chief Financial Officer
and Group Treasury Director held conference calls with fixed income investors.
37
Tesco PLC Annual Report and Financial Statements 2018Corporate governance Corporate governance report continued
Nominations and Governance Committee.
‘We recognise the importance of a
diverse and inclusive culture to the
delivery of the Group’s strategy.’
John Allan
Non-executive Chairman
Nominations and Governance Committee attendance
Member
John Allan
Deanna Oppenheimer
Byron Grote
Number of scheduled
meetings eligible to attend
3
3
3
Meetings
attended
3
3
3
Nominations and Governance Committee responsibilities
The responsibilities of the Nominations and Governance Committee include:
Nominating and succession
– review of the structure, size and composition (including skills, knowledge,
experience and diversity) of the Board and its Committees and make
recommendations to the Board regarding any changes;
– identification and nomination of candidates for appointment to the Board; and
– review of succession planning and talent management over the longer term
for Directors and senior management.
Governance
– review and approve changes to the Group’s Governance Framework,
including monitoring the Group’s compliance with applicable legal,
regulatory and listing requirements;
– make recommendations to the Board on the independence of
Non-executive Directors;
– keep under review the time commitment expected from the Chairman
and Non-executive Directors; and
– ensure an effectiveness review is conducted annually of the Board,
its Committees and Directors.
The Committee’s terms of reference are available at www.tescoplc.com
Dear Shareholder
During the year the Committee went through a significant transformation
in terms of its focus and responsibilities. In light of the increased focus on
corporate governance matters, it was agreed to extend the Committee’s remit
to include oversight of the Group’s corporate governance framework and
rename it the Nominations and Governance Committee. The terms of reference
of the Committee were updated to reflect these additional responsibilities.
The Committee held three scheduled meetings during the year, which
were attended by all members, primarily focusing on diversity, succession
planning, talent management, inclusion and corporate governance.
Our policy for the composition of the Board is to support diversity in its
widest sense. We wish to attract Board members with a diverse range of
backgrounds who will contribute a wealth of knowledge, understanding
and experience of the communities where Tesco operates. The Committee
strongly believes that diversity throughout the Group and at Board and
senior management level is a driver of business success. Our gender diversity
policy for the Board is to aim to have at least 33% female representation on
the Board by 2020. During the year we had 27% female representation on the
Board, until the appointment of Stewart Gilliland and Charles Wilson in March
2018, when it declined to 23%. We will look to address this in line with our
policy. We ensure that diversity is considered as part of any shortlist process
drawn up by external search consultants.
Proper planning for Board and senior management succession, and refreshing
and selecting the right individuals for the Board and senior management
positions from a diverse talent pool are key issues for the Committee.
It is essential in ensuring a continuous level of quality in management, in
avoiding instability by helping mitigate the risks which may be associated with
unforeseen events, such as the departure of a key individual, and in promoting
diversity. During the year, the Committee reviewed the status of succession
planning for the Non-executive Directors and the Executive Committee,
as well as the pipeline of talent below the Executive Committee.
In March 2018, we welcomed Charles Wilson and Stewart Gilliland onto the
Board, following the successful completion of the Booker Group Merger.
They both bring a wealth of commercial and retail experience to the Board,
specifically in the wholesale sector, and will bolster the capabilities and
effectiveness of the Board.
The Committee also reviewed the independence of each Non-executive
Director, all Directors’ conflicts of interest, the time commitments of each
Non-executive Director and the balance of skills, knowledge, experience
and diversity on the Board prior to recommending to the Board that each
Director stand for election or re-election at the forthcoming AGM.
During the year, the Committee received regular updates on developments
in corporate governance reform. The Committee was provided with detailed
reports on the revised UK Corporate Governance Code issued by the
Financial Reporting Council for consultation in December 2017 and proposals
for the Group’s approach to the changes. We will report further on the
changes to Tesco’s governance framework in next year’s report, following
the anticipated publication of a revised UK Corporate Governance Code
in June 2018, which will become effective for the 2019/20 financial year.
Having undertaken an external evaluation of the Board in 2015/16, the
Committee agreed that the 2017/18 Board evaluation should be conducted
internally. A questionnaire was sent out in December 2017 by the Group
Company Secretary. The Senior Independent Director also conducted
one-to-one interviews with Directors as well as conducting the annual
evaluation of the Chairman. Having assessed the findings at the February
2018 Board meeting, the Directors were satisfied that the Board and each
of its Committees continue to operate effectively. More details on the
evaluation are set out on page 35 of the Corporate governance report.
John Allan
Nominations and Governance Committee Chair
Key activities
During 2017/18, the Committee considered, amongst other matters,
the following:
– succession planning for the Non-executive Directors and
Executive Committee;
– reviewing the time commitments and independence of the
Non-executive Directors;
– assessing the Group’s diversity and inclusion strategies;
– monitoring developments in corporate governance reform;
– the extension of Mikael Olsson’s appointment following three years
of service on the Board, in accordance with Non-executive Directors’
letters of appointment;
– making a recommendation to the Board regarding the election and
re-election of Directors at the 2018 AGM;
– reviewing the results of the annual performance evaluation of the
Committee; and
– reviewing and updating the Committee’s terms of reference.
38
Tesco PLC Annual Report and Financial Statements 2018 Corporate Responsibility Committee.
‘The Little Helps Plan aligns with our
core value ‘every little help makes a big
difference’ and recognises the unique
opportunity that Tesco has through
its global reach to make a difference
to our customers, colleagues and
communities around the world.’
Lindsey Pownall
Non-executive Director
Corporate Responsibility Committee attendance
Member
Lindsey Pownall
John Allan
Steve Golsby
Mikael Olsson
Deanna Oppenheimer
Number of scheduled
meetings eligible to attend
3
3
3
3
3
Meetings
attended
3
3
3
3
3
At the invitation of the Committee Chair the Group CEO and the Group
Communications Director attended all of the Committee meetings.
Corporate Responsibility Committee responsibilities
The responsibilities of the Corporate Responsibility Committee include:
– approving and monitoring a strategy for discharging the Group’s corporate
and social responsibilities in such a way as to build trust and command
respect and confidence;
– overseeing the Group’s conduct with regard to its corporate and societal
obligations as a responsible corporate citizen;
– overseeing the creation of appropriate policies and supporting measures;
– identifying and monitoring those external developments that are likely
to have a significant influence on the Group’s reputation and/or its ability
to conduct its business appropriately as a good corporate citizen and
review how best to protect that reputation or that ability; and
– overseeing the Group’s engagement with external stakeholders and
other interested parties.
The Committee’s terms of reference are available at www.tescoplc.com
Dear Shareholder
I became Committee Chair in July 2017 and I am pleased to report on the
significant progress that has been made this year in developing our new
corporate responsibility strategy, the Little Helps Plan.
The Little Helps Plan sets out how Tesco plans to follow the philosophy that
small actions add up to make a big difference, which is expressed through
the Group’s core value ‘every little help makes a big difference’. The Little
Helps Plan is made up of three pillars: our people, our products and our
places and is underpinned by our foundation commitments on packaging,
climate change, health and safety, business ethics, data security and data
privacy. These areas are core to our business model and the delivery of the
plan is embedded in the day-to-day business operations. We recognise that
the Little Helps Plan is interlinked with the principal risks faced by the
business and is integral to the long-term success of the Group.
The Committee reviewed an initial draft of the plan in July 2017 and received
regular updates on the plan’s progress, prior to approving it in October 2017.
I attended an event to launch the Little Helps Plan in October 2017 with some
of Tesco’s key stakeholders. It was positive to see so many stakeholders
attend and engage with the business on the ideas and ambitions behind the
Little Helps Plan.
Throughout the year the Committee has received presentations from
subject matter specialists within the business to understand the work that
is already being done and will be done on each of the Little Helps Plan pillars
and foundations. Due to the diverse background and experience of the
Committee members, we have been able to provide a global perspective
and insights to discussions on the development and roll-out of the strategy,
in particular sharing experiences of different social, political and economic
landscapes relevant to our international markets. It is acknowledged that,
with the majority of the Group’s customers being in the UK, progress against
the plan will begin in the UK and this is reflected in how some of the KPIs
have been set with appropriate country-specific plans to be developed as
necessary. Nevertheless, we are committed to making progress on all areas
of the Little Helps Plan in all of our markets and I look forward to the Committee
helping to shape and monitor the business’ progress over the next year.
It is recognised that we need to work together across society to build a
truly sustainable future and the business fully supports global efforts to build
this future, including the UN Sustainable Development Goals and the Paris
Climate Agreement. The leadership that Dave Lewis has shown as Chair of
Champions 12.3 demonstrates the commitment by the business to work with
stakeholders to reach the UN Sustainable Development Goal target of halving
global food waste by 2030. I am proud that in September we announced that
24 of our largest food suppliers had agreed to adopt this goal and to start to
publish food waste data for their own operations within the next 12 months.
In 2017, the business announced tougher new science-based climate change
targets. The new targets ensure that our supply chain and operations
support the Paris Climate Agreement to limit global temperature rises
to 1.5 degrees Celsius this century, as well as our long-term ambition to
become a zero-carbon business.
The Committee has agreed an ongoing programme to regularly review
areas of the Little Helps Plan through deep-dive sessions and measuring
performance against the plan’s targets. It is also intended that the
Committee will experience the work being done by the business through
off-site visits and by meeting stakeholders in the future.
More information on the Little Helps Plan is provided on pages 16 to 21
of this report and online at www.tescoplc.com/littlehelpsplan.
Lindsey Pownall
Corporate Responsibility Committee Chair
Key activities
A summary of some of the key areas considered at each meeting is set out below:
July 2017
– Little Helps Plan roadmap and KPIs – The Committee gave feedback on the
draft Little Helps Plan and the individual targets.
– Health month – The Committee reviewed the initiative launched in May 2017
to encourage helpful little swaps for customers and employees.
– Food waste – The Committee reviewed the business’ progress on delivering
the UK food waste target and progress being made in Central Europe,
Thailand and Malaysia on food waste.
October 2017
– Packaging – The Committee received information on this foundation area
of the Little Helps Plan and the strategy to achieve the packaging targets.
– Responsible sourcing – The Committee reviewed the business’ ambition to
lead the industry in addressing the sustainability challenges in our supply chain.
– Local campaigns – The Committee received information on the impact of
the Group’s engagement with local communities, in particular on the
success of the Bags of Help scheme in the UK and the similar schemes being
operated in the ROI and Central Europe.
February 2018
– Climate change – The Committee received information on this foundation
of the Little Helps Plan.
– Funding for key projects – The Committee reviewed the use of the funds
released by the forfeiture of Tesco PLC shares undertaken in 2017 and
designated for corporate responsibility activities.
Terms of reference
In July 2017, Tesco PLC adopted new terms of reference for the Committee.
The number of meetings increased to three per year and the scope of the
Committee was expanded to include reviewing:
– progress of the corporate responsibility strategy against agreed
performance measures; and
– expenditure and other commitments by the Group on corporate donations,
community programmes and charitable support.
Committee effectiveness review
It was concluded that the Committee continued to operate effectively.
39
Tesco PLC Annual Report and Financial Statements 2018Corporate governance Corporate governance report continued
Audit Committee.
‘The Committee has continued to
play a key role within the Tesco PLC
governance framework to support
the Board in matters relating to
financial reporting, internal control
and risk management.’
Byron Grote
Non-executive Director
Audit Committee attendance
Member
Byron Grote
Mark Armour
Simon Patterson
Number of scheduled
meetings eligible to attend
6
6
6
Meetings
attended
6
6
6
Audit Committee responsibilities
The Committee’s terms of reference were updated in April 2018, and its
responsibilities include:
– monitoring the Group’s financial reporting processes;
– review, and challenge where necessary, of the actions and judgements
of management in relation to the interim and annual financial statements
before submission to the Board;
– review of the interim and annual financial statements and announcements
relating to the financial performance of the Group;
– consideration of the appointment of the external auditor, their reports
to the Committee and their independence, including an assessment
of their appropriateness to conduct any permitted non-audit work in
accordance with the Group’s non-audit services policy, review of policy
and appropriateness;
– review and agreement with the external auditor as to the nature
and scope of the external audit and approving the audit fee;
– review of the Group’s declaration of any proposed interim and
final dividends;
– review and monitoring of the internal controls and risk management
processes of the Group, including key financial, operational and compliance
controls, and their effectiveness;
– review of the internal audit programme and ensuring that the Internal
Audit function is adequately resourced and has appropriate standing
within the Group;
– review of the Group’s arrangements by which employees and contractors
may, in confidence, raise concerns about possible improprieties in financial
reporting or other matters;
– consideration of management’s response to any major external or internal
audit recommendations; and
– review of business continuity plans and processes for the prevention
of fraud, bribery and corruption.
The Committee’s terms of reference are available at www.tescoplc.com
Dear Shareholder
The Committee has continued to play a key role within the Tesco PLC
governance framework to support the Board in matters relating to financial
reporting, internal control and risk management. As well as the key activities
undertaken or overseen by the Audit Committee during the year through
a periodic and structured rolling forward-looking planner, this report
shares insights into our discussions. Full details of the matters discussed
at Committee meetings is set out later in this report. Looking ahead,
these areas will remain a key focus in 2018/19.
Byron Grote
Audit Committee Chair
40
Audit Committee membership
The Committee comprises Byron Grote, as Chairman, Mark Armour
and Simon Patterson. All of the Committee members are independent
Non-executive Directors and the Board is satisfied that Byron Grote and
Mark Armour have significant, recent and relevant financial experience for
the purposes of the Code and are competent in accounting and auditing.
In addition, and as required by the revised Code which was issued in
April 2016 and applied to the Company from its 2017/18 financial year, the
Board considers that the Committee members as a whole have competence
relevant to the Company’s sector, in addition to general management and
commercial experience. The expertise and experience of the members of
the Committee is set out in each of their biographies on pages 28 and 29.
Robert Welch is appointed as Secretary to the Committee. Other
regular attendees at Committee meetings include the Chairman, Group
Chief Executive, Chief Financial Officer, Chief Audit and Risk Officer,
Group Planning and Reporting Director and representatives of
the external auditor.
Audit Committee meetings
The Committee met six times in the 2017/18 financial year, with each meeting
having a distinct agenda to reflect the annual financial reporting cycle of
the Group and particular matters for the Committee’s consideration.
The Committee has a forward-looking planner, which is designed to ensure
that its responsibilities are discharged in full during the year. This planner is
developed with the Group Company Secretary and its content regularly
reviewed with management and Deloitte. It is developed to meet the
changing needs of the Group as the year progresses.
The Chairman of the Committee reports to the Board following each meeting
and Committee meetings are generally scheduled close to Board meetings in
order to facilitate an effective and timely reporting process.
Committee members met in private following each Committee meeting
and also held separate private sessions with the Chief Audit and Risk Officer
and the external auditor, in order to provide additional opportunity for
open dialogue and feedback without management present. The Committee
Chairman also meets with the Chief Financial Officer on an ad hoc basis and
prior to each Committee meeting.
Key activities
A summary of the key matters considered at each meeting, is set out below:
April 2017
– preliminary results and Annual Report 2016/17, including confirmation
of Code compliance and a comprehensive report from the Group’s
Disclosure Committee on fair, balanced and understandable reviews
– viability statement and going concern review, including the underlying
models, assumptions and scenario testing
– key accounting judgements relating to the 2016/17 financial results
– external audit: Deloitte year-end final report and non-audit services
– external and internal audit effectiveness reviews
– Group compliance and whistleblowing update, including GSCOP update
– Tesco Bank update
– internal audit update
July 2017
– key accounting matters, including IFRS 9 and exceptional items
approach update
– treasury, funding and corporate simplification update
– technology: IT and information security controls update
– transformation and service model update
– privacy compliance update, including privacy transformation plans
– insurable risk review
– Group Treasury Policy update
– external audit: audit plan, approval of audit fee, non-audit services,
management letter observations from 2016/17 audit
– internal audit update, including Tesco Bank
Tesco PLC Annual Report and Financial Statements 2018 September 2017
– interim results statement and going concern review, including a
comprehensive report from the Group’s Disclosure Committee
and validation of management’s representations to Deloitte
– dividend proposal
– key accounting matters, including key financial controls update and the
Group’s preparations for new reporting requirements, i.e. IFRS 9 ‘Financial
Instruments’; IFRS 15 ‘Revenue from contracts with customers’; and IFRS 16
‘Leases’ implementation and basis of adoption as further described in
Note 1 to the financial statements
– Group compliance update, including whistleblowing, anti-bribery and
fraud, gifts and entertainment, privacy transformation plans, GSCOP
compliance and progress towards General Data Protection Regulation
compliance by May 2018
– UK and ROI and International Finance Director reports and key financial
controls update
– treasury, funding and corporate simplification update, including the
review and consideration of the bond buy-back programme
– risk, control and assurance framework, risk appetite and internal control
effectiveness, including in-depth review of specific principal risk areas
– external audit: Deloitte interim report and non-audit services
– internal audit update
November 2017
– risk, control and assurance update, including principal risk review process and
the development of our three new principal risks set out on pages 22 to 25
– IFRS 16 update
– pensions review
– tax update, disclosures and transparency publication, including country
by country reporting and UK tax strategy
– technology: IT and information security controls update
– transformation and service model update
– viability statement: modelling and assumptions
– treasury, funding and corporate simplification update
– internal and external audit updates including Deloitte non-audit services
– non-audit fees policy update
– policy on employment of former auditor employees
– internal audit charter and 2018/19 plan
– external audit: Deloitte update on audit plan and non-audit services
January 2018
– consideration of the Group’s cash and share merger with the Booker Group,
specifically, to review and approve: the profit forecast for the Group and
financial expectations for the combined group; risk factors; pro-forma
financial information & reconciliation; operations and financial review;
and quantified financial benefits statements reports and confirmations
February 2018
– risk, control and assurance framework update, comprising principal risks
review, risk roadmap, risk management and controls update, risk appetite
statement, Code compliance and internal control effectiveness review,
further detail can be found on page 43 of this report
– Group tax update
– technology update
– finance transformation update
– key accounting judgements relating to the 2017/18 financial results
– treasury: solvency and liquidity funding plan
– corporate simplification update
– internal audit update, including Tesco Bank
– external audit: Deloitte early warning report and non-audit services
– Committee effectiveness review
April 2018
– preliminary results and Annual Report 2017/18, including confirmation
of Code compliance and a comprehensive report from the Group’s
Disclosure Committee on fair, balanced and understandable reviews
– viability statement and going concern review, including the underlying
models, assumptions and scenario testing
– dividend proposal
– key accounting judgements relating to the 2017/18 financial results,
including IFRS 16 and controls update
– external audit: Deloitte year-end final report and non-audit services
– external and internal audit effectiveness reviews
– review of the Committee’s terms of reference
– Group compliance and whistleblowing update, including GSCOP update
– Booker integration update
– Tesco Bank update
– service model update
– property valuation update
– internal audit update
The Committee is responsible for assisting the Board’s oversight of the
quality and integrity of the Company’s financial reporting and the Company’s
accounting policies and practices. During the year, the Committee has
continued to receive updates regarding the Group’s ongoing finance
transformation programme and the actions taken to address observations
raised by Deloitte in its letter to management following completion of the
2016/17 audit. Recommendations have been implemented to further
enhance the Group’s financial reporting systems and controls environment.
The Committee has also received regular updates, including from Group
Audit and Advisory and the UK and ROI and International Finance Directors,
on the development and effectiveness of the Group’s key internal
financial controls.
The Committee continues to focus on commercial income and inventory
controls and receives regular updates from Group Audit and Advisory on the
work that is being undertaken to review and strengthen the Group’s
processes in these areas.
In relation to the financial statements, the Committee reviewed and
recommended approval of the half-year results and these annual financial
statements, considered impairment reviews, the viability and going concern
statements and their underlying assumptions, reviewed proposed dividend
levels, reviewed corporate governance disclosures and monitored the
statutory audit. As part of its review of the financial statements, the
Committee considered, and challenged as appropriate, the accounting
policies and significant judgements and estimates underpinning the financial
statements. Details regarding the significant financial reporting matters and
how they were addressed by the Committee are set out later in this report.
The Committee also reviewed the disclosures regarding the Company’s
alternative performance measures (APMs) having regard, in particular, to
the Guidelines on Alternative Performance Measures issued by the European
Securities and Markets Authority (ESMA) in October 2015. The Company’s
2017 Annual Report was selected by the Financial Reporting Council (FRC)
for a thematic review into the use of APMs in corporate reporting. The
FRC raised no issues in relation to the Group’s APM disclosures and extracts
of the Company's 2017 Annual Report were selected for inclusion in their
November 2017 report as examples of best practice. The Committee
reviewed the FRC’s findings and continues to monitor FRC and ESMA
guidance on APM disclosure.
The Committee carried out a number of in-depth reviews of specific
principal risk areas this year and reported its findings and recommendations
to the Board. The Committee received updates from management in relation
to the Group’s transformation, technology, information security, data
privacy, treasury, tax, pensions, insurance and key compliance risks and
the controls and mitigating actions employed in each of these areas. The
Committee has assessed the effectiveness of the Group’s whistleblowing
arrangements and reviewed compliance with the Groceries Supply Code
of Practice (GSCOP).
The Committee received update reports during the year from the
Tesco Bank Audit Committee, the Disclosure Committee and the Group
Risk and Compliance Committee. Group Audit and Advisory provided regular
updates on its work, including findings from its internal audit programme
and the status of management actions to address such findings. Reports
from Deloitte, as external auditor, were also presented and considered at
each Committee meeting.
Reports were also requested on ad hoc matters as they arose. One key
matter considered by the Committee this year was the merger with the
Booker Group and the inclusion of Booker synergy realisation and integration
as one of our principal risks. Further details regarding this risk can be found
in the principal risks and uncertainties section on page 24.
41
Tesco PLC Annual Report and Financial Statements 2018Corporate governance Issue
Recognition and
disclosure of
commercial income
Exceptional items
New accounting
standards
How the issue was addressed by the Committee
The Committee reviewed management’s assessment
of the controls that exist over the recognition of
commercial income. See Notes 1 and 20 to the
financial statements.
The Committee considered the presentation of the
Group financial statements and, in particular, the
appropriateness of the presentation of exceptional
items. The Committee reviewed the nature of items
identified and concurred with management that
the treatment was even-handed and consistently
applied across years and appropriately presented.
Consideration was also given to the quality of
earnings within underlying results. See Note 4 to
the financial statements.
The Committee considered the implementation of
IFRS 9 ‘Financial Instruments’, IFRS 15 ‘Revenue from
contracts with customers’, and IFRS 16 ‘Leases’,
considering project approach and progress, transition
approach and impact assessments as known to date.
Corporate governance report continued
Audit Committee continued
Significant financial statement reporting issues
The Committee considered a number of significant issues in the year, taking
into account in all instances the views of the Company’s external auditor.
The issues and how they were addressed by the Committee are detailed below:
Issue
Going concern basis
for the financial
statements and
viability statement
Fixed asset impairment
and onerous lease
provisions
Goodwill impairment
Valuation of
China associate and
India joint venture
Pensions
Business and
property disposals
How the issue was addressed by the Committee
The Committee reviewed management’s assessment
of going concern and long-term viability with
consideration of forecast cash flows, including
sensitivity to trading and expenditure plans and
potential mitigating actions. The Committee also
considered the Group’s financing facilities and
future funding plans. Based on this, the Committee
confirmed that the application of the going concern
basis for the preparation of the financial statements
continued to be appropriate, and recommended the
approval of the viability statement.
The Committee reviewed and challenged
management’s impairment testing of property
and technology assets and estimate of onerous
lease provisions. The Committee considered the
appropriateness of key assumptions and methodologies
for both value in use models and fair value
measurements. This included challenging projected
cash flows, growth rates, discount rates and the use
of independent third party valuations and considering
any impacts of the uncertainties arising from Brexit.
The Group has recognised a £182m net reversal of
impaired PPE assets, together with an onerous lease
provision net charge of £108m and a £24m net loss
for software and other intangible assets. See Note 10
to the financial statements for software and other
intangible assets impairment, Note 11 for fixed assets
impairment and Note 25 for property provisions.
The Committee reviewed management’s process for
testing goodwill for potential impairment and ensuring
appropriate sensitivity disclosure. This included
challenging the key assumptions: principally cash
flow projections, growth rates and discount rates.
The Group has not recognised any goodwill impairment
in the year. See Note 10 to the financial statements.
The Committee reviewed management’s
assessment of the valuation of the Group’s China
associate, Gain Land, and India joint venture,
Trent Hypermarket Limited, covering the methodology
and assumptions used by management, including
latest market information, in determining the fair value
of the investment. This included review of Gain Land’s
and Trent’s projected cash flows, growth rates
and discount rates used and the external market
indicators to include in the valuation. The carrying
value was supported by the valuation. See Note 13
to the financial statements.
The Committee reviewed and challenged the
estimates used by management in valuing pension
liabilities, principally the discount rate, including
the change in methodology for calculation of the
discount rate adopted in the year. See Note 27 to
the financial statements.
The Committee considered the key judgements made
by management in accounting for a number of property
transactions including the unwind of the joint venture
with British Land, the disposal of the Kipa business in
Turkey and Opticians business in the UK. See Notes 1,
7 and 31 to the financial statements.
Contingent liabilities
Business combinations The Committee considered the presentation and
work performed on documents published as part
of the Booker merger, including the profit forecast,
working capital report, financial position and
prospects report, quantified forecast benefits
statement and sections of the prospectus including
the pro-forma financial information.
The Committee further considered management’s
assessment of the status of the ongoing regulatory
investigations and litigation relating to prior periods. The
Committee concurred with management’s assessment
that due to the stage of the remaining matters and the
uncertainties regarding the outcomes, no provision was
required, and disclosure as contingent liabilities at
the year-end was appropriate. See Note 32 to the
financial statements.
42
Tesco PLC Annual Report and Financial Statements 2018 Internal audit – Group Audit and Advisory (GAA)
GAA is an independent assurance function within Tesco as a service to the
Board and all levels of management. Its remit is to provide independent and
objective advice to facilitate, influence and help the organisation to achieve
its priorities. It helps the organisation accomplish its objectives by bringing
a systematic, disciplined approach to evaluating and improving the
effectiveness of risk management, control and governance processes.
GAA’s responsibilities include supporting management in the assessment
and mitigation of risks to protect the business, as well as reporting on
the effectiveness of the systems of internal control. Management are
responsible for: establishing and maintaining an appropriate system of risk
identification and internal control; and for the prevention and detection
of irregularities and fraud. GAA facilitate the Group’s risk management
processes with the Audit Committee and the Board.
In April 2018, the Committee considered an assessment of the effectiveness
of the GAA function in protecting the business. This assessment included
consideration of the structure and scope of GAA’s work, their capabilities,
independence, the adequacy of the audit plan and their engagement
with stakeholders. This assessment was facilitated by Lintstock Ltd, an
independent company, who distributed a questionnaire based assessment
to key stakeholders, collated the responses and provided the assessment
reports. The quality of the audits in providing assurance was also assessed
alongside the quality of the audit reports to the Committee and other
stakeholders, GAA’s relationships, collaboration with the business and
its impact on the organisation was also reviewed.
The Committee discussed the approach and findings of the assessment
in which no significant failings or weaknesses were identified. The Committee
was satisfied that GAA remains effective and is adequately resourced.
There were some suggested areas of improvement highlighted, including
a recommendation that GAA enhances its capability in the area of technology
going forward to keep pace with technology advances and reduce reliance on
third-party assurance. The Committee reviewed and agreed to the planned
next steps. The Committee reviewed the GAA Charter in November 2017
and approved its continued use. The Internal Audit Plan for 2018/19 was
presented and agreed by the Committee. The Internal Audit Plan will be
kept under review to adapt to the changing needs of the business.
Key elements of the risk management process
The risk management process facilitates the identification and prioritisation
of risks through workshops and discussions with business leaders, facilitated
by GAA and assigned business risk roles. During the year the significant
risks have been reviewed as a top down and bottom up process at both
the business unit and the Group level to ensure awareness, agreement and
appropriate prioritisation. A risk that can seriously affect the performance,
future prospects or reputation of the Group is termed a principal risk
and these risks are aligned to the Group’s strategic drivers set out on
pages 8 and 9. Details of the Group’s significant risks are documented
and maintained in risk registers by the business.
Risks are assessed to determine the potential impact and likelihood of
occurrence, after taking into account key controls and mitigating factors.
Additional mitigating actions are identified and agreed with relevant
business owners.
The Group Chief Executive has overall accountability for the control
and management of the risks Tesco face, with the Board having overall
responsibility for risk management. Individual risks are managed at the
business unit level on an ongoing basis with follow up through the year by
GAA and assigned business risk roles. All risks are assigned to an appropriate
risk owner and the Group level principal risks are assigned to an executive
owner. Each principal risk is reviewed at least annually by the Board. Our
principal risks are detailed on pages 22 to 25, showing the risk movement,
a summary of key controls, high level mitigating factors and links to the
Group's strategic drivers.
Internal control
The Board monitors the key elements of the Group’s internal control
framework throughout the year and has conducted a review of the
effectiveness of the Group’s risk management and internal control systems.
To support the Board’s annual assessment, GAA prepared a report on the
Group’s risk and internal control effectiveness, which described the risk
management systems and arrangements in place for internal control, as well
as work conducted in the year to improve the risk and control environment.
The internal control framework is intended to manage rather than eliminate
the risk of failure to achieve business objectives and can only provide
reasonable but not absolute assurance against material misstatement or loss.
The Group’s transformation programmes are intended to increase the
overall level of control environment maturity and improve consistency
across the Group. As part of this, there has been progress on the risk
roadmap to mature our risk management. The technology, people and
finance transformation programmes remain a challenge, but continue to
progress towards delivery of a strengthened control environment.
External audit
Deloitte continued as our external auditors with Panos Kakoullis as the lead
partner after their initial appointment in the 2015/16 financial year. This is
in line with our intention of putting the external audit out to tender every
10 years and to rotate the lead partner every five years. Panos Kakoullis will
rotate as the lead partner following the audit of the 2019/20 financial year.
The Committee considers the effectiveness of the external auditor on
an ongoing basis during the year, considering its independence, objectivity,
appropriate mindset and professional scepticism, through its own observations
and interactions with the external auditor, and having regard to the:
– experience and expertise of the external auditor in their direct
communication with, and support to, the Committee;
– content, quality of insights and added value of their reports;
– fulfilment of the agreed external audit plan;
– robustness and perceptiveness of the external auditor in their handling
of key accounting and audit judgements;
– the interaction between management and the external auditor, including
ensuring that management dedicates sufficient time to the audit process;
– provision of non-audit services, as set out below; and
– review and consideration of the results of the evaluation
of the effectiveness of the external auditor.
The Committee considered an audit effectiveness review of Deloitte in
April 2018, which was facilitated by an independent company, Lintstock Ltd,
who distributed a questionnaire based assessment to key stakeholders,
collated the responses and provided the assessment reports. The review
concluded that the external auditor was effective and the Committee
recommended to the Board the reappointment of Deloitte at the 2018 AGM.
The FRC’s Audit Quality Review (AQR) team selected for review the audit
of the Group’s financial statements for the year ended 25 February 2017
and Tesco Bank’s standalone financial statements for the period ended
28 February 2017 as part of their 2017/18 annual inspection of audit firms.
In relation to the review of the Group’s financial statements, the FRC’s review
covers the audit work at the Group level and the audit work of the UK
component. The Group report did not identify any significant areas for
improvement. In relation to the review of Tesco Bank’s standalone financial
statements, this review is in its final stages, and some matters have been
identified as requiring improvement. In response, Deloitte developed an
action plan to ensure that the matters identified by the AQR had been
addressed in the audit of Tesco Bank’s financial statements for the period
ended 28 February 2018. The Committee is satisfied that there is nothing
within the report which might have a bearing on the audit appointment.
The Committee also considered the findings of the FRC’s 2017 Audit Quality
Review of Deloitte as a whole and the actions being taken by Deloitte to
address the matters raised.
Deloitte contribute a further independent perspective on certain aspects
of the Group’s financial control systems arising from their work, and report
both to the Board and the Committee.
The process for approving all non-audit work provided by our external
auditor is overseen by the Committee in order to safeguard the objectivity
and independence of the auditor. Where Deloitte have been chosen,
this is as a result of their demonstrating that they have the relevant skills
and experience to make them an appropriate supplier to undertake the
work in a cost-effective manner.
Our policy for non-audit services reflects the EU regulations (as of
17 June 2016) that prohibits the provision of certain non-audit services,
e.g. payroll services, by the external auditor and introduces a cap on
non-audit fees. In line with the regulations, the Group is required to cap the
level of non-audit fees paid to its external auditor at 70% of the average audit
fees paid in the previous three consecutive financial years. The 70% cap will
first apply to the Group for the period ending February 2021. The non-audit
fees policy is compliant with new Ethical Standards for Auditors.
43
Tesco PLC Annual Report and Financial Statements 2018Corporate governance Appointment of auditor statement
Following a formal tender process, Deloitte were appointed as our external
auditor with effect from the 2015 AGM. The Company is in compliance with
the requirements of The Statutory Audit Services for Large Companies
Market Investigation (Mandatory Use of Competitive Tender Processes
and Audit Responsibilities) Order 2014, which relates to the frequency
and governance of external audit tenders and the setting of a policy on
the provision of non-audit services. The Committee reviews and makes
a recommendation to the Board with regard to the reappointment of the
external auditor each year. In making this recommendation, the Committee
considers auditor effectiveness and independence, partner rotation and
any other factors that may impact the Committee’s judgement regarding
the external auditor.
Fair, balanced and understandable statement
The Committee advised the Board on whether the Annual Report
and Financial Statements 2018, taken as a whole, are fair, balanced and
understandable and provide the necessary information to assess the
Company’s position and performance, business model and strategy.
The Committee concluded that the disclosures, and the processes and
controls underlying their production, were appropriate and recommended
to the Board that the Annual Report and Financial Statements 2018 are fair,
balanced and understandable.
Committee effectiveness review
The effectiveness of the Committee was evaluated this year as part of the
Board evaluation process. Further details can be found on pages 34 and 35.
The review found that the Committee was operating effectively and that its
broad role and remit remained appropriate for the current needs of the
business. In order to identify opportunities for further improvement,
members discuss how the Committee is functioning in the private sessions
that follow each meeting.
Corporate governance report continued
Audit Committee continued
In 2017/18, Deloitte received total fees of £13.5m (2016/17: £11.8m),
consisting of £6.8m of audit fees (2016/17: £5.5m), and £6.7m for non-audit
and audit-related services (2016/17: £6.3m), which is an increase of £1.7m in
total fees versus the previous period. The total of Deloitte’s non-audit and
audit-related fees in the year equated to 99% of the audit fees. Fees paid
to Deloitte are set out in Note 3 to the financial statements and details
of the significant non-audit work undertaken this year are set out in the
table below.
In the period, Deloitte was appointed to report under the court approved
Deferred Prosecution Agreement with Tesco Stores Limited. Safeguards
were put in place to mitigate any threats to Deloitte’s independence by
ensuring that work was conducted by individuals not directly involved in
the external audit.
The Committee determined that it was appropriate for the external auditor
to continue to provide transactional services in respect of our merger with
the Booker Group. The appointment was also subject to an ethics review by
Deloitte in 2016 and in the current financial year, which concluded that the
proposed services were consistent with the FRC’s Revised Ethical Standards
2016 and that there were appropriate safeguards in place to preserve
Deloitte’s independence as external auditor.
We continue to take steps to reduce the level of non-audit fees going
forward to ensure compliance with the 70% non-audit fee cap rules.
Level of
fees in
2017/18
(£m)
1.9
Level of
fees in
2016/17
(£m)
1.9
Safeguards to
preserve independence
Engagement team separate to
the audit team with independent
reviews and working with informed
management.
Engagement team separate to the
audit team. The service is limited
to the provision of administrative
support. Decision-making
accountability remained with
management.
Careful consideration of the scope
of services to ensure the advocacy
and management threats are
mitigated, together with working
with informed management. Clear
separation of the engagement
teams has also been established.
Under the Deferred Prosecution
Agreement Deloitte were
appointed to conduct independent
reviews by individuals not directly
involved in the commercial
income audits.
Careful consideration of the
scope of services to ensure
the advocacy and management
threats are mitigated, together
with working with informed
management. Clear separation
of the engagement teams has also
been established where required.
From March 2017, no tax services
have been provided to entities
within the EU as required by the
applicable Ethical Standards.
The interim review is considered
a non-audit service under the
applicable Ethical Standards,
although the objectives of the
review are aligned with those
of the audit.
1.5
1.5
1.8
1.2
0.8
–
0.2
1.2
0.5
0.5
6.7
6.3
Nature
of service
Provision of transactional
services: including
quantified financial
benefits synergy, working
capital and profit forecast
reporting, relating to the
Group’s merger with
the Booker Group
Retail consultancy:
provision of administrative
support relating to the
Group’s markdown price
optimisation process
Forensic services:
provision of data
repository services for
information needed by
the Group and the SFO
SFO Monitor role: Deloitte
has been appointed as
Monitor by the SFO under
the Deferred Prosecution
Agreement agreed with
Tesco Stores Limited
Other non-audit services:
tax compliance and
advisory projects relating
to businesses outside
of the EU and other
miscellaneous risk and
compliance services
Interim review performed
under International
Standards of Review
Engagements
(UK and Ireland) 2410
Total
44
Tesco PLC Annual Report and Financial Statements 2018 Directors’ remuneration report
Annual statement from the
Remuneration Committee Chair.
‘Tesco aims to be more competitive
for customers, simpler for
colleagues and a better partner for its
suppliers, while continuing to create
long-term value for shareholders.
Tesco’s reward principles directly
align to these objectives.’
Deanna Oppenheimer
Remuneration Committee Chair
Remuneration Committee attendance
Member
Deanna Oppenheimer (Chair)
John Allan
Steve Golsby (from 2 October 2017)
Byron Grote
Mikael Olsson
Alison Platt
Number of scheduled
meetings eligible to attend
4
4
2
4
4
4
Meetings
attended
4
4
2
4
4
4
Remuneration Committee responsibilities
The responsibilities of the Remuneration Committee include:
– determining and recommending to the Board a framework for executive
remuneration that is fair and balanced and ensures the most talented
leaders are recruited, retained and motivated;
– determining the terms of employment and remuneration for Executive
Directors and senior managers, including recruitment and termination
arrangements;
– approving the design, targets and outturns of the annual bonus plan
for Executive Directors and senior managers; and
– agreeing the design, targets and annual awards for share incentive plans,
and the subsequent achievement of targets.
The Committee’s terms of reference are available at www.tescoplc.com
Dear Shareholder
I am pleased to present the Directors’ remuneration report for 2017/18.
Three years after the current Remuneration Policy was approved by 96.5%
of shareholders and following a thorough review, the Committee will be
proposing a new Remuneration Policy for the next three years at the 2018
Annual General Meeting. The revised policy has been subject to consultation
with major investors and proxy voting advisers.
Strategic remuneration review
The underlying principle applied to the review was that remuneration should
align with, and incentivise delivery of, Tesco’s strategic plan in a relevant
and simple way. Tesco has previously shared its intent to reduce costs by
£1.5bn, generate £9bn of retail cash from operations and improve operating
margins to between 3.5% and 4.0% by 2019/20. As a result, Tesco will deliver
significant free cash flow which will improve shareholder returns, strengthen
the balance sheet and allow reinvestment in the business. This will create
long-term, sustainable performance and increase shareholder value.
The Committee was satisfied that the current remuneration structure
remained appropriate and the review focused on ensuring performance
metrics were aligned with the next phase of the strategy. This includes a
strengthened focus on profit and cash flow, while continuing to support
Tesco’s volume-led recovery and stakeholder focus.
The Committee has also taken account of changes in regulation and shareholder
expectations since the last Remuneration Policy was approved. This has led
to the introduction of a post-vesting holding period and reduction in pension
contribution for new hires. The Committee is also mindful of their
responsibility to ensure prudent management of executive remuneration
and the need for fair employment practices for the whole workforce.
The key features of the new policy are:
Annual bonus – No change to the quantum and the financial metrics remain
sales growth and Group operating profit before exceptional items, with a
Group operating profit before exceptional items underpin. Having reviewed
the weighting applied to each metric, the Committee concluded that while
the combined weightings of the two financial metrics should remain at 80%
of bonus maximum they should be split evenly, with each representing 40%
of bonus maximum (previously sales growth 50% and Group operating profit
before exceptional items 30%). The final 20% will be driven by outcomes
against strategic objectives, including key stakeholder measures relating
to customers, suppliers and colleagues. Half of the bonus awarded will
continue to be deferred into Tesco shares for three years.
Performance Share Plan – No change is proposed to the quantum of
awards. The Committee has reviewed the PSP performance metrics and
simplified them from three to two, providing clear line of sight to the delivery
of the strategic plan. The proposed performance metrics are:
– an earnings per share (EPS) metric, representing 50% of an award, which
replaces the current total shareholder return (TSR) metric. The EPS
measure will ensure management are better aligned with the delivery
of the Group’s operating margin target of 3.5% to 4%; and
– a free cash flow metric, representing the remaining 50% of an award,
which replaces the current cumulative operating cash flow metric, to
help ensure balance sheet discipline is maintained as earnings grow and
management are aligned with the targets to generate £9bn of retail cash
from operations and reduce operating costs by £1.5bn.
As set out above, stakeholder metrics will in future feature in the annual
bonus so they can be tailored to the responsibility of each executive.
During its consultation on the new Remuneration Policy the Committee heard
differing views on TSR as a performance metric. What became clear was that
no decision on inclusion or exclusion would satisfy everyone. The decision
taken by the Committee is therefore the one that it believes is right for Tesco
and will be understood and supported by the vast majority of its shareholders.
The reasons for moving away from TSR as a metric are:
– key competitors for Tesco are now either market disruptors for whom
retail is a small proportion of their business or not listed companies.
In addition, with the completion of the Booker merger, the constituents
of the primary part of the TSR peer index group has reduced to four
companies which is too concentrated;
– EPS and free cash flow measures are relevant, readily understood
metrics aligned directly to Tesco’s strategy. TSR does not provide this
clear line of sight; and
– alignment with shareholders, often mentioned as the reason for including
TSR, is maintained in the proposed Remuneration Policy through significant
shareholding requirements, the newly introduced holding period on PSP
vested shares and stretching goals for annual bonus and PSP targets. In
addition, the Committee will retain its discretion to make adjustments to
vesting levels should there be significant divergence between variable pay
outcomes and shareholder experience.
Holding period – From the 2018 grant onwards, PSP awards will be subject
to a two-year holding period post vesting. The earliest an executive could sell
PSP shares, other than to satisfy tax obligations, would be five years after grant.
Pension – Pension provision will reduce to 15% of base salary (from 25%)
for new Executive Directors and Executive Committee members.
Shareholding requirement – Current levels of shareholding requirement
will remain in place, see page 52 for further details. However, the way of
meeting this requirement will change, so that senior management will need
to retain all shares that vest to them, net of any tax liabilities, until the
requirement is satisfied. The Committee believes this is a more demanding
but fairer approach as it reflects shares earned by senior management.
‘Good leaver’ treatment under the PSP – Tesco’s practice on PSP good
leavers will be aligned to wider market practice. From the 2018 grant
onwards, any subsisting PSPs will vest based on performance over the
relevant performance period and will then be pro-rated for the portion
of the performance period worked. Under the current policy, the 2017
PSP award would lapse and the other two ‘in flight’ awards would vest at
their usual vesting date, taking into account current performance levels.
Phasing and mitigation – Explicit requirements on phasing and mitigation
of notice periods and any non-statutory payments on departure will be
introduced for new joiners at the most senior grades (approximately the
top 300 executives).
45
Tesco PLC Annual Report and Financial Statements 2018Corporate governance
Directors’ remuneration report continued
Annual statement from the Remuneration Committee Chair continued
New appointments to the Board
Following the completion of the merger with Booker Group plc on 5 March
2018, Charles Wilson, former CEO of Booker, joined the Tesco Board as an
Executive Director and Stewart Gilliland, former Chairman of Booker, joined
as a Non-executive Director.
The remuneration arrangements for both of them were approved by the
Committee and are in line with the approved Remuneration Policy. The key
elements of Charles Wilson’s remuneration package are detailed on page 49.
Stewart Gilliland will receive a fee in accordance with his role as a member
of the Board, which is set out on page 62.
Overview of performance in 2017/18
During the year, Tesco continued to make strong progress against the six
strategic drivers:
– brand health strengthened further and Tesco was voted ‘Britain’s favourite
supermarket’ for the third consecutive year;
– cost savings of £594m were achieved in the year generating a total of £820m
towards the £1.5bn medium-term target;
– £2.8bn of retail operating cash was generated;
– operating margins improved to 2.9%, remaining on track to achieve between
3.5% and 4.0% by 2019/20;
– a further £290m of value was released from properties, with 109 properties
sold and 1.1m sq. ft. of space repurposed; and
– innovation continued, with contactless Clubcard, Tesco Pay+, nationwide
roll-out of the same-day delivery service and the start of the roll-out of
our new Own Brand range of products.
The way in which the current Remuneration Policy aligns with and supports
Tesco’s strategy and delivery of the Big 6 KPIs is set out below and further
information is available on page 11.
Annual
bonus
performance
measure
PSP
performance
measure
Big 6 KPIs
Group sales(a)∆
Group operating
profit before
exceptional items(b)∆
Retail cash generated
from operations(b)∆
Customers
recommend us
and come back
time and again
Colleagues
recommend us as a:
Great place to work
Great place to shop
Supplier satisfaction
2017/18
Year-on-
year
2016/17
change
2.3%
£51.0bn £49.9bn
£1,644m £1,280m 28.4%
£2.8bn
£2.3bn
21.7%
12pts
7pts
+5pts
83%
49pts
75%
83%
48pts
77%
Nil
+1pt
(2)%
∆ These measures and other measures in this section are defined in the alternative
performance measures section of the Annual Report on pages 150 to 152.
(a) Reported on a continuing operations basis at actual exchange rates, excluding fuel.
(b) Reported on a continuing operations basis at actual exchange rates.
2017/18 incentive outcomes
Tesco’s annual bonus and PSP plans reward achievement of Group,
stakeholder and personal targets, provided performance is delivered within
the Company’s risk framework and appetite. The Committee scrutinises
performance targets, which are based on the Board approved Long Term Plan,
to ensure they are sufficiently challenging. Stretching performance ranges are
then agreed by the Committee at the start of the performance period.
Annual bonus outcomes for 2017/18 have been determined based on Tesco’s
performance over the year in sales growth (50% weighting), Group operating
profit before exceptional items (30% weighting) and Individual Objectives
(20% weighting). For consistency, sales and operating profit are translated
at constant exchange rates, resulting in sales of £50.1bn and operating profit
of £1,611m.
These outcomes are between the target and stretch performance levels.
This was a strong performance in a challenging external environment and
was delivered against a background of intense competition. The Committee
also reviewed the performance of the Executive Directors against their
Individual Objectives. As a result, the Committee determined that 72.8% and
73.9% of the maximum bonus opportunity should be awarded for Dave Lewis
and Alan Stewart, respectively. A summary break-down of the targets and
performance assessments is provided in At a glance on page 48.
The 2015 PSP was the first award in which Dave Lewis and Alan Stewart
participated. The performance period ran to the end of the 2017/18 financial
year. Performance was measured against two metrics, with 70% subject
to Tesco’s relative TSR performance and the remaining 30% subject to
cumulative cash generated from operations. Performance was as follows:
– Tesco’s TSR ranked below median in the bespoke comparator group.
This element vested at nil. The Committee noted that the below-median
outcome was driven by the inclusion of global FMCG companies, Unilever,
Diageo and Reckitt Benckiser, in the peer group and that performance was
above median against the retail comparators. However, the Committee did
not consider it appropriate to exercise any discretion in this regard; and
– cumulative cash generated from operations over three years of £7.9bn was
ahead of stretch performance of £7.3bn. This element vested in full.
The approved vesting level was therefore 30% of the maximum potential
for Executive Directors and senior managers.
As reported previously, buyout awards were made to Alan Stewart to
compensate him for awards forfeited on leaving his previous employer.
The buyout award due to vest in July 2017 lapsed in its entirety as the award
it replaced did not vest. The final tranche of Alan Stewart’s buyout awards
are due to vest in July 2018.
Implementation of remuneration in 2018/19
For 2018/19, other than the changes to policy described overleaf, the
Committee intends to implement remuneration arrangements for the
Executive Directors, in line with previous years. In particular:
– no salary increases will be made to Executive Directors in 2018/19;
– the maximum annual bonus opportunity will continue to be 250% of base
salary for the Group Chief Executive, 225% of base salary for the Chief
Financial Officer and 200% of base salary for the CEO, UK & ROI, with 50%
of any bonus awarded deferred into shares for three years. From 2018, the
sales growth and Group operating profit metrics will each be weighted 40%
of bonus maximum. Full details of the targets set by the Committee, and
performance against these will be disclosed in next year’s Directors’
remuneration report;
– the maximum annual PSP opportunity will continue to be 275% of base salary
for the Group Chief Executive, 250% of base salary for the Chief Financial
Officer and 225% of base salary for the CEO, UK & ROI. From 2018,
subject to shareholder approval, the new PSP performance measures,
EPS (50%) and free cash flow (50%), will apply; and
– malus and clawback will continue to apply to both the annual bonus
and PSP awards.
Gender diversity
Throughout the year, the Committee considered the Group’s approach to
gender pay and the reporting of such information. Details of Tesco’s gender
pay report for the year to April 2017 and actions to reduce the gender pay
gap are set out opposite.
Shareholder engagement
The Committee is committed to an open and transparent dialogue with
shareholders on executive remuneration and considers these engagements
vital to ensuring its remuneration strategy remains aligned with the
long-term interests of Tesco’s shareholders.
I have appreciated the time major shareholders and proxy voting advisers
have given to help the Committee develop the proposed Remuneration
Policy. Together with the rest of the Board, I look forward to hearing your
views on the proposed policy and would ask for your support at the
forthcoming Annual General Meeting.
Deanna Oppenheimer
Remuneration Committee Chair
46
Tesco PLC Annual Report and Financial Statements 2018 Reward principles.
The principles of a fair workplace
At Tesco our purpose is to serve shoppers a little better every day. To
live up to that purpose our colleagues need to reflect and represent the
communities we serve. Tesco wants to be a place where colleagues can get
on, as they wish, no matter what their background. We are proud of our long
history of helping people develop their careers from the shop floor to the
leadership team.
To continue building an inclusive culture where everyone feels welcome it
is important that colleagues feel fairly rewarded. We have clear principles
against which we measure ourselves. When we are successful Tesco
colleagues can expect:
– a total reward package that provides flexibility and choice, and is
competitive in the markets in which Tesco operates and from which it
recruits for talent;
– to share in Tesco’s success through variable pay that is transparent and
rewards performance;
Gender pay
Tesco has a long-standing commitment to transparency on gender pay
and has monitored the interaction between gender and pay since 2002.
Tesco’s gender pay report for the year to April 2017, published in February
2018, showed a median gender pay gap across Tesco’s UK retail business of
8.7% (substantially below the UK median gender pay gap of 18.4%), and a
mean gap of 12.0%. A key reason for the gap is the different work pattern
choices colleagues are making. Male colleagues are choosing to work
premium hours (Sundays, bank holidays and night work), which attract higher
rates of pay, more often than female colleagues. If these premium hour
payments were to be removed from the calculation, Tesco’s median gender
pay gap would reduce to just 2.7%.
Tesco believes in offering colleagues opportunity, choice and flexibility
and will continue to support them in choosing work patterns that best suit
their personal situation and preferences. At the same time, we will work to
identify and remove any gender-related barriers to making those choices.
– the opportunity to plan and save for the future;
– to make wellbeing and lifestyle choices, having access to a range of benefits
So more remains to be done, including building more gender-balanced
senior teams, where female participation is lower than we would wish.
Further information on what Tesco is doing to address the gender pay
gap is set out in the Little Helps Plan on page 20 and online at
www.tescoplc.com/people.
and flexibility over working hours and place of work;
– to have access to career opportunities and accredited training to develop
to their potential whatever their age or background; and
– through Tesco’s consultative forums and trade union partnerships to have
their voice heard and represented at all levels, and access to information
about what is happening in the business.
Rewarding our colleagues
We provide colleagues across the Group with a competitive reward package.
In Tesco’s UK business at Work Levels 1-5 colleagues receive the following
reward and benefits package and we want all colleagues to have the
potential to earn upper quartile reward against the relevant pay benchmark.
Salary
Annual
bonus
PSP
Benefits
Pension
Grade
Executive Committee
Work Levels 4-5
Work Levels 1-3
Over the last year Tesco has continued to focus on building a fair workplace,
providing colleagues with the flexibility, skills and reward to ‘get on’. This
has included:
– Investing in pay – In June 2017, Tesco announced its biggest investment in
UK store pay for colleagues for a decade. Pay is being increased by 10.5%
over two years for hourly paid store colleagues.
– Investing in training – Last year a new apprenticeship scheme was
introduced offering UK colleagues across stores, distribution and the
office, 2,500 new apprenticeship places in skill areas such as HGV driving,
project management and technology.
– Investing in flexibility – As part of our commitment to flexible working,
a new app has been trialled in the UK allowing colleagues to see their shifts,
manage overtime, request holiday and see how much they will be paid.
This app will be rolled out in the UK first before being introduced to all
international markets. A start has been made in Asia where a simplified
version of the app with similar functionality has been introduced.
– Investing in healthier living – In May last year our first ever health event
for colleagues and customers was held. For colleagues, this included making
fruit available for free, mental health awareness training and working to help
our national charity partners, with over £1m raised. Our investment in
healthier lives for colleagues and customers will continue.
47
Tesco PLC Annual Report and Financial Statements 2018Corporate governance Directors’ remuneration report continued
Annual report on remuneration
– at a glance.
This part of the report and the Annual report on remuneration, which together form the Annual Report on Remuneration, have been prepared in accordance
with Part 3 of The Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013 and Rule 9.8.6 of the Listing Rules.
The Annual Report on Remuneration and the Annual statement from the Remuneration Committee Chair will be put to an advisory shareholder vote at the
Annual General Meeting on 15 June 2018.
What our Executive Directors earned in 2017/18
Single total figure of remuneration – Executive Directors (audited)
The following table provides a summary single total figure of remuneration for 2017/18 and 2016/17 for the Executive Directors. Further details are set out in
the Annual report on remuneration on pages 56 and 57.
Dave Lewis
Alan Stewart
Year
2017/18
2016/17
2017/18
2016/17
Base salary
(£’000)
Benefits
(£’000)
Pension
(£’000)
Short-term annual
bonus (£’000)
1,250
1,250
750
750
65
223
53
46
313
313
188
188
2,275
2,361
1,248
1,252
Long-term
Performance Share
Plan
(£’000)
971
–
530
–
Total
(£’000)
4,874
4,147
2,769
2,236
Annual bonus outcomes (audited)
The Committee assessed each discrete element of the annual bonus separately to form a rounded assessment of performance of the Executive Directors
at the end of the financial year. This resulted in 72.8% and 73.9% of the maximum bonus opportunity being awarded to Dave Lewis and Alan Stewart,
respectively. Performance against each of the objectives for 2017/18 was assessed as follows:
Financial performance in 2017/18 (80% of bonus maximum)
Measures (% maximum)
Sales growth(a) (50%)
Group operating profit before
exceptional items(a) (30%)
Underpin
Threshold
Target
Stretch
Threshold
Target
Stretch
performance
Performance targets
Vesting level
Actual
Payout
(% maximum)
n/a
£1,280m
£49,556m £50,057m £50,559m
£1,663m
£1,472m
£1,280m
30%
0%
50%
50%
100%
100%
£50,149m
£1,611m
29.6
26.0
(a) Reported on a continuing operations basis at constant exchange rates.
Performance for the financial elements of the annual bonus has been strong, with sales growth and Group operating profit before exceptional items
performance being between target and stretch.
Individual performance in 2017/18 (20% of bonus maximum) (audited)
The Committee carefully reviewed the performance of the Executive Directors against their Individual Objectives set at the beginning of the financial year.
Details of how their performance towards these objectives was assessed is set out in the table below. Further details are provide on page 57.
Individual Objective
Weighting
Actual achievement
Dave Lewis
Alan Stewart
Obtain CMA clearance of the Booker Merger on the best terms
Complete service model process and organisation changes
Accelerate cost reduction programme
Obtain CMA clearance of the Booker Merger on the best terms
Reduce net interest payable
Delivery of the Finance Transformation Programme and reduce costs of
Goods Not For Resale
6.67%
6.67%
6.67%
6.67%
6.67%
6.67%
6.67%
5.00%
5.55%
6.67%
6.67%
5.00%
Payout
17.2%
18.3%
PSP vesting (audited)
The PSP award granted in 2015 will vest in July 2018 based on performance up to and including the 2017/18 financial year. The performance outcome was
as follows:
Performance targets
Measures (% maximum)
Relative TSR(a) (70%)
Threshold
Median
performance
Target
Stretch
Upper
quartile
performance
Threshold
25%
Cash generation (30%)
£6.6bn
£7.0bn
£7.3bn
25%
Vesting level
Target
Straight-line
vesting between
threshold and
stretch
50%
Stretch
100%
Actual
Performance
Below
median
Payout
(% maximum)
0%
Number of shares to vest(b)
Dave Lewis Alan Stewart
100%
£7.9bn
30%
472,621
257,793
(a) TSR was assessed against a bespoke group of FTSE 100 consumer business and services companies comprising Associated British Foods, Compass, Diageo, Dixons Carphone, Kingfisher,
M&S, Morrisons, Next, Reckitt Benckiser, J Sainsbury, Unilever and Whitbread.
(b) For the equivalent value in cash see the Single total figure of remuneration table above.
48
Tesco PLC Annual Report and Financial Statements 2018 Directors’ remuneration policy
– at a glance.
This part of the report and the Directors’ remuneration policy section commencing on page 50 set out the Remuneration Policy and have been prepared
in accordance with The Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013.
What are the key elements of remuneration packages for 2018/19
Summary of key elements of 2018/19 remuneration packages
A summary of the proposed 2018/19 remuneration packages for the Executive Directors is set out below.
Element of remuneration
Base salary
Pension
Annual bonus
Annual bonus deferral
Performance Share Plan (PSP)
PSP term
Shareholding requirement
Alan Stewart
£750,000
Cash allowance in lieu of pension
of 25% of base salary
Maximum of 225%
of base salary
Dave Lewis
£1,250,000
Cash allowance in lieu of pension
of 25% of base salary
Maximum of 250%
of base salary
50% of bonus awarded deferred into Tesco shares for three years
Maximum of 275%
of base salary
Three year performance period and two year post-vest holding period
400%
Maximum of 250%
of base salary
300%
Charles Wilson
£575,000
Cash allowance in lieu of pension
of 20% of base salary
Maximum of 200%
of base salary
Maximum of 225%
of base salary
200%
How our proposed Remuneration Policy differs from our current policy
Summary of Remuneration Policy and proposed amendments
A summary of the proposed Remuneration Policy and its changes is shown below. The full policy is set on pages 50 to 55.
Base salary
Main features of proposed policy
– Executive
Benefits
– Executive
Directors receive
a number of core
benefits such as
company car, life
assurance and
health care
insurance.
Directors receive a
base salary based
on the size and
scope of their
responsibilities and
their experience.
– Salaries are
normally reviewed
annually, with
changes being
effective from
1 July.
– Pay decisions are
informed, but not
driven, by external
benchmarking and
market data.
Pension
Annual bonus
Performance Share Plan (PSP)
Shareholding requirements
– Executive
Directors receive
a cash allowance
in lieu of pension,
the maximum
opportunity is 25%
of base salary for
current Executive
Directors and 15%
for new joiners.
– Executive Directors
can be awarded an
annual bonus of up
to 250% of base salary.
– 50% of any bonus
earned is deferred
into Tesco shares
for three years.
– Performance is
measured against
financial metrics and
non-financial metrics.
– Clawback and malus
provisions apply.
– Executive Directors can
participate in a PSP with a
maximum grant value of 350%
of base salary (2018/19 grants
are 275% for the Group Chief
Executive, 250% for the Chief
Financial Officer and 225% for
the CEO, UK & ROI).
– Performance is measured
against financial metrics and
non-financial metrics over a
three-year performance period.
A subsequent two-year holding
period applies post vesting.
– Clawback and malus
provisions apply.
– The Group Chief
Executive, Chief
Financial Officer and
CEO, UK & ROI are
subject to a minimum
shareholding
requirement of 400%,
300% and 200%
of base salary,
respectively.
Key changes from previous policy
– No change.
– No change.
– The cash
– No change.
– Performance measures have
– The Executive
allowance in lieu
of pension has
been reduced to
15% of base salary
for new joiners.
been simplified and may
comprise a balance of financial
and non-financial measures.
– Stakeholder measures have
been removed from the PSP, but
included in the annual bonus.
– A two-year post-vesting holding
period has been introduced.
Directors will now
be required to retain
all shares that vest
to them until the
shareholding
requirement is met.
Key
Fixed annual remuneration (salary + benefits + pension)
Short-term annual bonus
Long-term incentive plan
Shareholding requirements
49
Tesco PLC Annual Report and Financial Statements 2018Corporate governance Directors’ remuneration report continued
Directors’ remuneration policy.
Policy report
The policy has been developed taking account of the principles of the UK Corporate Governance Code in relation to remuneration. The Committee also
takes significant account of guidelines issued by the Investment Association, ISS, Glass Lewis and other shareholder bodies when setting the remuneration
framework. It also seeks to maintain an active and constructive dialogue with investors on developments in the remuneration aspects of corporate
governance generally and any changes to the Company’s executive pay arrangements in particular.
The proposed Remuneration Policy will be put to a binding shareholder vote at the Annual General Meeting on 15 June 2018 and, subject to receiving majority
shareholder support, the policy will operate from the date of approval and is intended to remain applicable for the following three years. Information on how
the Company intends to implement the proposed Remuneration Policy for the current financial year is set out in the Annual report on remuneration.
Remuneration policy and strategy
The Committee’s underlying principle is that remuneration should align with, and incentivise delivery of, the strategic plan, which aims to create long-term,
sustainable performance and increased shareholder value.
The proposed Remuneration Policy aligns to the strategic plan, particularly in terms of the targets chosen to incentivise management in the annual bonus
and PSP and the weighting of those targets. It builds on arrangements put in place in 2015 that clearly link to, and have helped to incentivise delivery of,
Tesco’s turnaround plan. The limited changes to the current Remuneration Policy now proposed are intended to enhance further the link between strategic
delivery and remuneration outcomes.
Tesco needs to pay competitively, allowing it to attract and retain the talent capable of delivering its strategy and providing clear leadership. There is
also a strong link between pay and performance, and consideration is given to environmental, social and governance risks when determining Director
remuneration. Base salaries are normally set taking into account market median practice, while colleagues have the potential to earn total compensation
at a market upper quartile level where sustained business and personal outperformance can be demonstrated. Equally, where performance does not meet
business and personal targets then variable pay outcomes will be reduced, ultimately to zero. Further details of our Reward principles are set out on page 47.
Policy table
The following sets out the proposed Remuneration Policy.
Base salary
Purpose
Operation
The role of base salary is to support the recruitment and retention of Executive Directors of the calibre required to develop and deliver the strategy.
Base salary provides fixed remuneration for the role, which reflects the size and scope of the Executive Directors’ responsibilities and their experience.
The Committee sets base salary taking into account:
– the individual’s skills and experience and their performance;
– salary levels at leading FTSE companies and other large consumer business companies in the UK and internationally; and
– pay and conditions elsewhere in the Group.
Base salary is normally reviewed annually with changes effective from 1 July, but may be reviewed more frequently if the Committee determines
this is appropriate.
Maximum Executive Directors’ salary increases will normally be in line with the typical level of increase awarded to other employees in the Group.
Measure
Change
Benefits
Purpose
Operation
Increases may be above this level in certain circumstances such as:
– where a new Executive Director has been appointed to the Board at a lower than typical market salary to allow for growth in the role, then larger
increases may be awarded to move salary positioning closer to typical market level as the Executive Director gains experience; or
– where an Executive Director has been promoted or has had a change in responsibilities, salary increases in excess of the above limit may be awarded.
n/a
No change from previous policy.
To provide a market-competitive level of benefits for Executive Directors and to assist them in the performance of their roles.
The Committee sets benefit provision at an appropriate market-competitive level taking into account the individual’s home jurisdiction, the
jurisdiction in which the individual is based, typical practice and the level of benefits provided for other employees in the Group.
Core benefits – Benefits currently include car benefits, security costs, health insurance and life assurance. Other appropriate benefits may be
provided from time to time but will not be significant.
Executive Directors shall be reimbursed for all reasonable expenses and the Company may settle any tax incurred in relation to these.
All-employee share plans – Executive Directors are eligible to participate in the Company’s all-employee share schemes on the same terms
as other colleagues.
Mobility policy – Where an Executive Director is required to relocate to perform their role, they may be offered appropriate relocation allowances
and international transfer-related benefits where required.
Maximum The overall level of benefits will depend on the cost of providing individual items and the individual’s circumstances and therefore there is no
maximum level of benefit.
n/a
No change from previous policy.
Measure
Change
Pension
Purpose
Operation
Maximum Maximum cash in lieu of pension or contribution of 15% of base salary for any newly hired Executive Director.
To provide an appropriate level of retirement benefits as a part of a holistic benefit package.
Executive Directors receive a cash allowance in lieu of pension or a contribution into a Defined Contribution scheme.
Measure
Change
Maximum cash in lieu of pension or contribution of 25% of base salary for Dave Lewis and Alan Stewart and 20% of base salary for Charles Wilson
under previous arrangements.
n/a
The policy has been amended to reflect the fact that new Executive Directors receive a maximum of 15% of base salary as contribution and/or
cash in lieu of pension.
50
Tesco PLC Annual Report and Financial Statements 2018 Change
Performance Share Plan
Purpose
Annual bonus
Purpose
Operation
To reward Executive Directors for the delivery of Tesco’s annual financial, operational and strategic goals. Deferral into Tesco PLC shares provides
alignment with shareholders.
The annual bonus is normally delivered:
– 50% in cash; and
– 50% in shares which are deferred for three years.
Performance is assessed over a financial year.
The Committee determines the level of bonus taking into account performance against targets and the underlying performance of the business.
Maximum Maximum annual bonus opportunity of 250% of base salary.
Measures
For details of award levels for 2017/18 see the Annual report on remuneration on pages 56 and 57.
The annual bonus may be based on a mix of financial, operational, strategic and individual performance measures. At least 70% of the bonus will
be based on financial performance.
Payment of the annual bonus will be subject to meeting a financial underpin.
The Committee determines the exact metrics each year depending on the key goals for the forthcoming year.
Normally around 30% of the bonus is paid for threshold performance, around 50% of the bonus is paid if target levels of performance are delivered
with the full bonus being paid for delivering stretching levels of performance. These vesting levels may vary each year depending
on the stretch of targets set.
The Committee sets bonus targets each year to ensure that they are appropriately stretching in the context of the business plan.
No change from previous policy.
To reward Executive Directors for achieving Tesco’s long-term strategy and creating sustainable shareholder value aligning the economic interests
of Executive Directors and shareholders.
Operation Awards normally vest based on performance over a period of not less than three years (unless the Committee determines otherwise).
The Committee has the discretion to amend the final vesting level if it does not consider that it reflects the underlying performance of the Company.
All vested shares, net of any tax liabilities, will be subject to a further two-year holding period after the vesting date.
Maximum The maximum annual award that can be granted under the PSP is 350% of base salary.
Measures
Change
For details of award levels for 2018/19 see the Annual report on remuneration on page 58.
Awards vest based on financial or strategic performance conditions (the satisfaction of which is determined by the Committee).
At least 50% of the PSP will be based on financial metrics.
The current measures are diluted EPS from continuing operations (50%) and free cash flow (50%) as set out on page 58.
Any substantial or significant change to measures will be subject to shareholder consultation.
For threshold levels of performance up to 25% of the award vests, increasing to 100% of the award for stretching performance.
The Committee sets targets each year so that targets are stretching and represent value creation for shareholders while remaining motivational
for management.
The policy has been amended to introduce diluted EPS as a performance measure for the PSP instead of relative TSR, free cash flow has been
introduced as a performance measure instead of retail cash generated from operations and stakeholder metrics have been removed and
incorporated into the annual bonus.
The policy has been amended to add a two-year holding period to the PSP post vesting. Executive Directors may sell sufficient shares to satisfy the
tax liability on exercise, but must retain the net number of shares until the end of the two-year period.
51
Tesco PLC Annual Report and Financial Statements 2018Corporate governance Directors’ remuneration report continued
Directors’ remuneration policy continued
Information supporting the policy table
Shareholding guidelines
Tesco operates shareholding guidelines of 400% of base salary for the Group Chief Executive, 300% for the Chief Financial Officer, and 200% for the
CEO, UK & ROI and members of the Executive Committee. Executive Directors are required to retain all shares that vest to them, net of any tax liability, whether
from the annual bonus or the PSP, until the relevant shareholding guideline is satisfied. The Committee may waive this requirement for certain exceptional
personal circumstances.
Dividend equivalents
Dividend equivalents are payable on deferred annual bonus and PSP awards that vest.
Clawback and malus provisions
The Committee has the discretion to scale back deferred share awards and PSP awards prior to the satisfaction of such awards in the event that results
are materially misstated or the participant has contributed to serious reputational damage of the Company or one of its business units or their conduct
has amounted to serious misconduct or fraud.
Where PSP awards are settled prior to the fifth anniversary of the grant of the award, the Committee shall have the discretion to clawback awards up to the
fifth anniversary of the grant of awards in the circumstance described above.
Cash bonus payments can also be ‘clawed back’ in the circumstances described above up to the third anniversary of payment.
Timing of target disclosure
Targets for the PSP are disclosed on or before the grant date of the award. Targets and performance against these for the annual bonus are disclosed
in the year following the start of the performance period.
Terms of share awards
The Committee may amend the terms of awards or the rules of share plans within the scope defined in the rules of the plans.
For share awards, in the event of a variation of the Company’s share capital or a demerger, delisting, special dividend, rights issue or other event, which
may, in the Committee’s opinion affect the current or future value of awards, the number of shares subject to an award may be adjusted.
The Committee may amend performance targets in accordance with the terms of an award or if a transaction or event occurs which causes the Committee
to consider (taking into account the interest of shareholders) that an amended performance condition would be more appropriate and would continue
to achieve the original purpose and be no less challenging to achieve.
Payments outside policy
The Committee reserves the right to make any remuneration payments and payments for loss of office (including exercising any discretions available to
it in connection with such payments) notwithstanding that they are not in line with the proposed Remuneration Policy set out in this report where the terms
of the payment were agreed (i) before the policy came into effect or (ii) at a time when the relevant individual was not a Director of the Company and, in the
opinion of the Committee, the payment was not in consideration for the individual becoming a Director of the Company. For these purposes ‘payments’
includes the Committee satisfying awards of variable remuneration, and an award over shares is ‘agreed’ at the time the award is granted.
External appointments
Executive Directors are permitted to hold one approved non-executive directorship of another company and to retain the fees earned from such appointment.
Minor changes
The Committee may make minor changes to this policy for regulatory, exchange control, tax or administrative purposes or to take account of a change
in legislation without seeking shareholder approval for that amendment.
Remuneration outcomes in different performance scenarios
The total remuneration opportunity for Executive Directors is strongly performance based and weighted to the long term. The charts below illustrate the
total remuneration of Executive Directors under three assumed performance scenarios:
Group Chief Executive – Dave Lewis
Chief Financial Officer – Alan Stewart
CEO, UK & ROI – Charles Wilson
£8,190k
42%
38%
£4,909k
35%
32%
£1,628k
100%
33%
20%
£4,560k
41%
37%
22%
£2,772k
34%
30%
36%
£991k
100%
£1,971k
33%
29%
38%
£749k
100%
£3,193k
41%
36%
23%
Minimum
On-target
Maximum
Minimum
On-target
Maximum
Minimum
On-target
Maximum
Fixed pay
Annual bonus
Long-term incentive
52
Tesco PLC Annual Report and Financial Statements 2018 Performance scenarios
Annual bonus (% of base salary)
PSP (% of base salary)
Minimum
On-target performance
Maximum performance
Chief Financial Officer
225
250
Group Chief Executive
250
275
No annual bonus payout
No vesting under the Performance Share Plan
50% annual bonus payout
50% Performance Share Plan vesting
100% annual bonus payout
100% Performance Share Plan vesting
CEO, UK & ROI
200
225
No share price growth or the payment of dividend equivalents has been assumed. Potential benefits under all employee share schemes have not
been included.
Fixed pay is based on current values as set out in the table below:
Group Chief Executive – Dave Lewis (£’000)
Chief Financial Officer – Alan Stewart (£’000)
CEO, UK & ROI – Charles Wilson (£’000)
Base salary
1,250
750
575
Benefits (a)
Pension
65
53
59
313(b)
188(b)
115(c)
Total fixed pay
1,628
991
749
(a) Benefits for Dave Lewis and Alan Stewart are as set out in Single total figure of remuneration on page 48 and for Charles Wilson are an average of Dave Lewis’ and Alan Stewart’s figures.
(b) 25% of base salary.
(c) 20% of base salary.
Remuneration policy for new hires
When hiring a new Executive Director, the Committee would generally seek to align the remuneration package with the Remuneration Policy outlined in
this section. The Committee will set base salary taking into account all relevant factors including the experience and calibre of the candidate, the candidate’s
current reward opportunity and the jurisdiction the candidate was recruited from. Incentive opportunity will be in line with the policy maximums (i.e. total
maximum incentive opportunity of 600% of base salary).
The Committee may make additional awards when appointing an Executive Director to ‘buy out’ remuneration terms forfeited on leaving a previous employer.
The Committee will look to do so on a ‘like-for-like’ basis with the awards forfeited, taking account of relevant factors including any performance conditions
attached to these awards, the form in which they were granted (e.g. cash or shares) and the time over which they would have vested.
To facilitate buyout awards in the event of recruitment, the Committee may grant awards to a new Executive Director under Listing Rule 9.4.2, which allows
for the granting of awards, to facilitate, in unusual circumstances, the recruitment of an Executive Director, or under other relevant company incentive plans.
The Company will pay legal fees incurred by any new Executive Directors in respect of their appointment.
In the event that an internal candidate were to be promoted to the Board, legacy terms and conditions would normally be honoured, including pension
entitlements and any outstanding incentive awards.
In the event of the appointment of a new Chair or Non-executive Director, remuneration arrangements will reflect the policy outlined on page 55.
53
Tesco PLC Annual Report and Financial Statements 2018Corporate governance Directors’ remuneration report continued
Directors’ remuneration policy continued
Executive Director service agreements and policy on Executive Directors leaving Tesco
When determining leaving arrangements for an Executive Director, the Committee takes into account any contractual agreements, including the provisions
of any incentive arrangements, typical market practice and the performance and conduct of the individual.
The following table summarises Tesco’s policy in relation to Executive Director service agreements and payments in the event of loss of office.
Provision
Notice period
Expiry date
Termination payments (does not apply
if notice is provided, as per the service
agreement, or for termination by reason
of resignation or unacceptable
performance or conduct)
Other information
Current service agreements
Up to 12 months’ notice by the Company and by the Executive Director.
For new appointments, the Committee reserves the right to vary this period to 24 months for the initial period of
appointment and for the notice period to then revert to up to 12 months after the initial 12 months of employment.
Dave Lewis, Alan Stewart and Charles Wilson entered into service agreements with Tesco PLC on 19 July 2014,
9 July 2014 and 5 March 2018, respectively.
These are rolling service agreements with no fixed expiry date.
Dave Lewis and Alan Stewart are entitled to 12 months’ notice and Charles Wilson six months’ notice by the Company,
and are themselves required to give six months’ notice.
If the Company terminates an Executive Director’s agreement without full notice or it is terminated by an Executive
Director in response to a serious contractual breach by the Company, then the Executive Director has the right to
a termination payment to reflect the unexpired term of the notice.
Any termination payment in lieu of notice will be based on base salary and benefits only, plus any statutory rights.
Termination payments will normally be subject to mitigation and paid in instalments. The Company’s obligation
to continue making phased termination payments will cease when the Executive Director commences
alternative employment.
The Committee may require an Executive Director to work during their notice period, or may choose to place him
or her on garden leave.
The Committee may determine that an Executive Director may remain eligible to receive a pro-rata bonus for the
financial year in respect of the period he or she worked. The Committee will determine the level of bonus taking into
account time in active employment and performance.
The Company may reimburse for reasonable legal expenses in the event the Executive Director leaves by mutual consent.
Directors and Officers insurance for a specified period following the Executive Director termination date may be provided.
Where an Executive Director has been recruited from overseas, the Company may pay for repatriation.
Service agreements of the Executive Directors are available to shareholders to view at the Company’s registered office.
Share plan rules – leaver provisions
The treatment of outstanding share awards in the event that an Executive Director leaves is governed by the relevant share plan rules. The following
table summarises leaver provisions under the executive share plans for good leavers, all awards will normally lapse except for good leavers. In specific
circumstances, the Committee may exercise its discretion to modify the policy outlined to the extent that the rules of the share plan allow such discretion.
The Committee will not exercise discretion to allow awards to vest where the participant is dismissed for gross misconduct. Where an Executive Director
leaves as a result of summary dismissal, they will forfeit outstanding share incentive awards.
‘Good leavers’ are those who have left the Company due to injury, ill-health or disability, death, redundancy, retirement, the entity which employs
the Executive ceasing to be part of the Group or any other reason determined by the Committee taking into account the circumstances of departure
and performance.
Share plan
Executive Incentive Plan 2014
(deferred bonus shares)
Performance Share Plan 2011
Good leavers as determined by the Committee in accordance with the plan rules
– Unvested awards vest at cessation. Committee has discretion to defer vesting to the normal vesting date.
– Unvested awards normally vest on the normal date, pro-rated for time, and will take into account performance achieved.
– Shares in the holding period will continue to be held until the end of the two-year holding period or the second
anniversary of the departure date, whichever is sooner, with the exception of death, in which case shares will be
released to the estate.
All-employee share plans
– Leaver provisions under all-employee share plans are determined in accordance with HMRC approved provisions.
Other vesting circumstances
Awards may also vest early to the extent determined by the Committee if:
1. A participant is transferred to a country, as a result of which the participant will suffer a tax disadvantage or become subject to restrictions on his or her
award (under the PSP and Executive Incentive Plan 2014); or
2. In the event of a takeover, winding-up or other corporate event affecting the Company, which may affect the value of share awards (such as a demerger
or dividend in specie).
The number of shares under an award which vest in these circumstances will be determined by the Committee. In the case of the PSP, when determining
the level of vesting the Committee will consider performance and the time elapsed since grant. In the case of the deferred bonus shares (under the
Executive Incentive Plan 2014) awards will vest in full.
54
Tesco PLC Annual Report and Financial Statements 2018 Remuneration policy for Non-executive Directors
Approach to setting fees
– Fees for the Non-executive Chairman and
Non-executive Directors are set at an appropriate
level to recruit and retain Directors of a sufficient
calibre to guide and influence Board level decision
making without paying more than is necessary.
– Fees are set taking into account the following factors:
• the time commitment required to fulfil the
role; and
• typical practice at other companies of a similar
size and complexity to Tesco.
– Non-executive Directors’ fees are set by the Board
and the Chairman’s fee is set by the Committee
(the Chairman does not take part in any discussion
about his fees).
– Fees are reviewed by the Board and the Committee
at appropriate intervals.
– Fees paid to the Non-executive Chairman and
Non-executive Directors may not exceed the
aggregate limit of £2m set out in the Company’s
Articles of Association.
Basis of fees
– Non-executive Director fees policy is to pay:
• a basic fee for membership of the Board;
• an additional fee for the Chair of a Committee
and the Senior Independent Director to take into
account the additional responsibilities and time
commitment of the role; and
• an additional fee for membership of a Committee
to take into account the additional responsibilities
and time commitment of the role.
– Additional fees may be paid to reflect additional
Board or Committee responsibilities as appropriate.
– Non-executive Directors may also serve on the
board of Tesco Personal Finance Group Limited.
Such Non-executive Directors also receive a basic
fee for serving on this board and additional fees
for Committee membership in line with other
members of this board. Fees for membership
of the board of Tesco Personal Finance Group
Limited are determined by the board of Tesco
Personal Finance Group Limited and are reviewed
at appropriate intervals.
– The Non-executive Chairman receives an
all-inclusive fee for the role.
– Where significant travel is required to attend Board
meetings, additional fees may be paid to reflect
this additional time commitment.
Other items
– The Non-executive Directors are not entitled to
participate in the annual bonus or Performance
Share Plan.
– The Non-executive Directors have the benefit
of Directors’ and Officers’ liability insurance and
provision of an indemnity and staff discount on the
same basis as other employees. The Board may
introduce additional benefits for Non-executive
Directors if it is considered appropriate to do so.
– The Non-executive Chairman may have the benefit
of a company car and driver, home security, staff
discount and healthcare for himself and his
partner. The Committee may introduce additional
benefits for the Chairman if it is considered
appropriate to do so.
– The Company may reimburse the Non-executive
Chairman and Non-executive Directors for
reasonable expenses in performing their duties
and may settle any tax incurred in relation to these.
– The Company will pay reasonable legal fees
for advice in relation to terms of engagement.
– If a Non-executive Director is based overseas
then the Company would meet travel and
accommodation expenditure as required to
fulfil non-executive duties and may settle any
tax incurred in relation to these.
Non-executive Director letters of appointment
Non-executive Directors have letters of appointment setting out their duties and the time commitment expected. Appointments are for an initial period
of three years after which they are reviewed. The unexpired term of Non-executive Directors’ appointments can be found on page 62. In line with the UK
Corporate Governance Code, all Non-executive Directors submit themselves for re-election by shareholders every year at the Annual General Meeting.
All Non-executive Directors’ appointments can be terminated by either party without notice. Non-executive Directors have no entitlement to compensation
on termination. Non-executive Directors’ letters of appointment are available for shareholders to view at the Company’s registered office.
Considering colleagues’ views
While the Committee has not consulted colleagues directly when developing the proposed Remuneration Policy, a significant portion of colleagues
are shareholders so are able to express their views in the same way as other shareholders.
The Company undertakes an employee engagement survey, which occurs annually across Tesco’s global operations and semi-annually for colleagues
in the UK. This survey asks for feedback and comments on many aspects of employment with Tesco, including employee reward and benefits. This insight,
combined with feedback gleaned from social media channels, forms a key part of shaping future plans and taking action to improve.
The Committee reviews information regarding the typical remuneration structure and reward levels for other UK-based employees to provide context
when determining the proposed Remuneration Policy.
Considering shareholders’ views
The Committee believes that it is very important to maintain an open dialogue with shareholders on remuneration matters. The Committee regularly
consults major shareholders regarding potential changes to remuneration arrangements and the views of shareholders are important in determining any
final changes. Going forward, the Committee will continue to liaise with shareholders regarding remuneration matters more generally and Tesco arrangements
as appropriate. It is the Committee’s intention to consult major shareholders in advance of making any material changes to remuneration arrangements for
Executive Directors.
55
Tesco PLC Annual Report and Financial Statements 2018Corporate governance Directors’ remuneration report continued
Annual report on remuneration.
The following pages and the At a glance section, which together form the Annual Report on Remuneration, have been prepared in accordance with Part 3
of The Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013 and Rule 9.8.6 of the Listing Rules. The Annual
Report on Remuneration and the Annual Statement from the Remuneration Committee Chair will be put to an advisory shareholder vote at the Annual General
Meeting on 15 June 2018.
Fixed remuneration
Salary
The Committee considered the Group Chief Executive’s and Chief Financial Officer’s base salaries during 2017/18 taking into account pay review budgets across
the Group. As a result, the Committee determined that the base salaries for Dave Lewis and Alan Stewart would remain unchanged in 2018/19. The base salaries
of Dave Lewis and Alan Stewart have remained unchanged since their dates of appointment in 2014.
Base salary
Increase in year (%)
Annual base salary (£’000)
Base salary received in year (£’000)
Dave Lewis
Alan Stewart
2018/19
Nil
1,250
1,250
2017/18
Nil
1,250
1,250
2018/19
Nil
750
750
2017/18
Nil
750
750
Benefits
Each Executive Director received a car or cash allowance and the benefit of a driver. The Company also provided health insurance and life assurance, and
security costs (to Dave Lewis). In 2016/17 Dave Lewis received relocation support of £142,000 (2017/18: nil). Details of benefits paid in 2017/18 are set out in
At a glance on page 48.
Pension
Dave Lewis and Alan Stewart received a cash allowance in lieu of pension of 25% of base salary.
Pension
Annual cash allowance in lieu of pension (% of base salary)
Annual cash allowance in lieu of pension (£’000)
2017/18 variable remuneration
Dave Lewis
Alan Stewart
2017/18
25%
313
2016/17
25%
313
2017/18
25%
188
2016/17
25%
188
2017/18 annual bonus payouts for the Executive Directors
In determining the final level of bonus payable, the Committee considered the wider performance of the Group and noted that management were continuing to
make fundamental improvements in the way we serve customers, made strong progress against the six strategic drivers, completed the merger with Booker
and reinstated the dividend. On this basis, the annual bonus will pay out at 72.8% of the maximum for Dave Lewis and 73.9% of the maximum for Alan Stewart.
In accordance with the approved Remuneration Policy, 50% of the payouts will be deferred into Tesco shares for three years, subject to continued employment.
Total annual bonus payout in 2017/18 (audited)
Stretch bonus opportunity (% of base salary)
Actual bonus (% of maximum)
Actual bonus (% of base salary)
Actual bonus (£’000)
Deferred into shares (50% of actual bonus) (£’000)
Executive Directors
Dave Lewis
250%
72.8%
182%
2,275
1,137.5
Alan Stewart
225%
73.9%
166%
1,247
623.5
56
Tesco PLC Annual Report and Financial Statements 2018 2017/18 achievement of individual objectives
Executive Director
Dave Lewis
Booker
In December 2017, the Booker merger
received clearance from the Competition
and Markets Authority (CMA). Clearance
from the CMA, which was the measure
for this element of bonus, was achieved
unconditionally. As a result of this
performance the maximum payout
was achieved of 6.67%.
Executive Director
Alan Stewart
Booker
As above, maximum payout of 6.67%.
Organisation changes
Action taken this year to simplify the
business included moving to a new service
model in our offices in the UK followed by
similar changes in Central Europe and the
successful organisation restructure in stores,
engagement centres and Head Office. The
completion of these changes was ahead of
target of completion by December 2017 but
below stretch of completion by September
2017, and led to a payout of 5.00%.
Balance sheet
During the year, an annual interest saving
of £50.5m was generated primarily through
the early repayment of bonds. This was
ahead of target of £30m and stretch of
£50m, and resulted in a maximum payout
of 6.67%.
Costs
During the year, cost savings of £594m were
generated towards the £1.5bn medium-term
target. This was above target of £557m but
below stretch of £613m, and resulted
in a payout of 5.55%.
Financials
The Finance Transformation programme
remains on track, with costs below budget.
This element resulted in performance
between target and stretch.
Cost savings generated from Goods Not
For Resale of £136m were slightly below
stretch of £141m, but above target of £120m.
Payout between target and stretch was
achieved of 5.00%.
(a) Details of the outturn of the financial performance metrics for the 2017/18 annual bonus are set out in At a glance on page 48.
2017 PSP award grant (audited)
The following summarises the PSP awards made to Dave Lewis and Alan Stewart in 2017/18.
Dave Lewis
Alan Stewart
Type of award
Nil cost options subject to
performance conditions
and continued employment
Nil cost options subject to
performance conditions
and continued employment
Date of award
11/05/17
Gross number
of shares
1,909,722
Face value
(% of base salary)
275%
Face value(a)
(£)
3,437,500
Threshold
vesting
(% of face value)
20%
Stretch vesting
(% of face
value)
100%
End of
vesting period
11/05/20
11/05/17
1,041,666
250%
1,874,999
20%
100%
11/05/20
(a) The face value has been calculated using the closing price on grant of 180p (11 May 2017). The range of the Company’s share price for the year was 166p to 214p.
(b) The table shows the maximum number of shares that could be released if awards were to vest in full.
(c) Details of the performance measures and targets applying to the awards were set out in last year’s annual report.
Implementation of policy in 2018/19
2018/19 salary
The base salaries of Dave Lewis, Alan Stewart and Charles Wilson will remain unchanged in 2018/19 at £1,250,000, £750,000 and £575,000, respectively.
2018/19 annual bonus awards
The maximum annual bonus opportunity and performance measures for each of the Executive Directors for 2018/19 are as follows:
Executive Director
Dave Lewis
Alan Stewart
Charles Wilson
Measures
Sales growth
Group operating profit before exceptional items
Strategic Objectives, including stakeholder measures
Group operating profit before exceptional items
Maximum opportunity
250%
225%
200%
Weighting
40%
40%
20%
Underpin
The strategic objectives for Dave Lewis, Alan Stewart and Charles Wilson include stakeholder measures relating to colleagues, customers and suppliers.
Bonus targets are considered by the Board to be commercially sensitive as they could inform Tesco’s competitors of its budgeting. Therefore, we do not
publish details of the targets on a prospective basis. However, we will provide full and transparent disclosure of the targets and the performance against
these targets on a retrospective basis in next year’s Annual Report at the same time that the bonus outcome is reported.
In relation to exchange rates, the 2018/19 targets were set based on 2017/18 average actual foreign exchange rates. Performance against these targets
will be measured based on the same rates in order to ensure consistent treatment of foreign exchange in both targets and actual performance. To ensure
that Executive Directors are not incentivised to grow sales at the expense of satisfactory profitability, a Group operating profit underpin will continue to
be applied to the annual bonus below which no portion of the bonus will be paid. The impact of the merger with Booker Group on the Group’s performance
has been incorporated into the 2018/19 annual bonus targets.
57
Tesco PLC Annual Report and Financial Statements 2018Corporate governance Directors’ remuneration report continued
Annual report on remuneration continued
2018 PSP award grant
As set out in the proposed Remuneration Policy commencing on page 50, the value of the PSP awards to be granted to each Executive Director in 2018 and
corresponding performance measures are as follows:
Executive Director
Dave Lewis
Alan Stewart
Charles Wilson
Maximum opportunity
275%
250%
225%
Performance measure
Definition of measure
EPS
Free cash flow
Diluted earnings per share from continuing operations before exceptional items, net pension finance costs and fair
value remeasurements on financial instruments.
Free cash flow includes all cash flows from operating and investing activities, and the market purchase of shares
in relation to share schemes. The following items are excluded: investing cash flows that increase/decrease items
within Group net debt, and cash flows from major corporate acquisitions and disposals. This measure reflects the
cash available to shareholders.
Both financial measures are defined in the same manner as the reported alternative performance measures as set out on pages 150 to 152.
The corresponding incentive targets over the three-year performance period are:
Performance measure
EPS
Free cash flow
Weighting
50%
50%
Threshold
Target
Stretch
Vesting level
25%
25%
Performance
required
18.0p
£3.7bn
Vesting level
50%
50%
Performance
required
21.2p
£4.6bn
Vesting
level
100%
100%
Performance
required
24.4p
£5.5bn
Performance targets are set taking into account internal budget forecasts, the Long Term Plan, external expectations and the need to ensure that targets
remain motivational. The impact of the merger with Booker Group on the Group’s performance has been incorporated into the 2018 PSP targets.
2018 PSP award grant
Awards made to Dave Lewis, Alan Stewart and Charles Wilson in 2018 will be reported in next year’s Annual Report.
Dividend equivalents
Awards will incorporate the right (in cash or shares) to receive the value of dividends between grant and exercise in respect of the number of shares
that vest. The calculation of dividend equivalents will assume reinvestment of those dividends in Company shares on a cumulative basis.
Outstanding PSP awards
Following completion of the merger with Booker Group on 5 March 2018, the Committee will consider amendments to the targets of outstanding PSP awards
to reflect the impact of the merger on the Tesco business going forward and to ensure targets remain suitably stretching.
58
Tesco PLC Annual Report and Financial Statements 2018 Performance graph
The following chart illustrates the performance of Tesco measured by Total Shareholder Return (share price growth plus dividends paid) against the FTSE 100,
which is a broad market index of which Tesco is a constituent, over a period of nine years. An additional line to illustrate the Company’s performance
compared with the FTSE 350 Food and Drug Retailers index over the previous nine years is also included.
TSR performance graph
(Value of hypothetical £100 investment)
168
130
129
145
130
125
100
191
131
130
172
111
106
214
135
121
225
107
93
205
91
69
254
264
100
72
110
78
300
250
200
150
100
50
0
02/2009
02/2010
02/2011
02/2012
02/2013
02/2014
02/2015
02/2016
02/2017
02/2018
Tesco
FTSE 350 Food & Drug
FTSE 100
Source: Datastream
While Total Shareholder Returns have been increasing for Tesco in recent years, the period covered by the chart reflects a period of significant corporate
change, including the decision to make a significant reinvestment in our customer offer and withdraw the dividend in 2015, in order to focus on improving the
competitiveness of the core UK business and protecting and strengthening the balance sheet. The sector more broadly has faced a number of challenges in
recent years, including consumer uncertainty, significant price competition and cost inflation. Tesco is in a strong position to deal with these challenges and,
reflecting improving performance and confidence in the future prospects for the Company, the Board reinstated the dividend during the current financial year.
Managing executive pay
Tesco focuses on executive pay in the context of the overall spend on remuneration across the Group. The table below sets out a key trend since the current
Executive Directors joined the business in 2014, reflecting both a reduction in the numbers of those serving on the Executive Committee and a focus on
costs.
Executive remuneration and all colleague costs
(Indexed change over time)
120
100
80
60
01/07/2014
28/02/2015
28/02/2016
28/02/2017
28/02/2018
Average cost of total reward – all colleagues
Executive Committee base salaries as a % of total Group wage costs
The table shows that over the period from July 2014 to the end of February 2018:
– Executive Committee base salary costs as a proportion of the total Group spend on remuneration fell by a third from 0.18% to 0.12%; and
– the average total reward package for each colleague across the Group, inclusive of variable pay outcomes, rose by around 1.5%.
Tesco will continue to focus on the relationship between executive pay and the wider workforce in the period ahead and we intend to develop further
our disclosure on this topic.
59
Tesco PLC Annual Report and Financial Statements 2018Corporate governance Directors’ remuneration report continued
Annual report on remuneration continued
Executive Directors’ interests in shares and shareholding guidelines (audited)
The table below sets out shares held by the Executive Directors and their connected persons (including beneficial interests) and a summary of outstanding
share awards.
Ordinary
shares
beneficially
owned
at 25/02/17
101,870
51,813
Ordinary
shares
beneficially
owned
at 24/02/18
103,346
53,033
Unvested
deferred
annual bonus
options
subject to
continued
employment
1,604,104
859,948
Unvested PSP
awards
subject to
performance
conditions
5,668,394
3,091,849
Vested but
unexercised
nil cost
options, not
subject to
performance
conditions
2,151,647
838,158
Unvested nil
cost options
not subject to
performance
conditions
–
57,255
Current
shareholding
(% of base
salary)
344%
269%
Shareholding
requirement
(% of base
salary)
400%
300%
Executive Director
Dave Lewis
Alan Stewart
(a) Value of Executive Directors’ shareholdings based on the three-month average share price to 24 February 2018 of 205p.
(b) Vested and unvested options include dividend equivalents added since the date of grant.
(c) Shares used to determine the shareholding guideline are shares beneficially owned and shares held in plans which are not subject to performance conditions on a net of tax basis.
(d) Between 25 February and 10 April 2018, Dave Lewis and Alan Stewart both acquired 68 partnership shares under the all-employee Share Incentive Plan. No other changes in Executive
Director share interests occurred in the period.
In accordance with the approved shareholding guidelines, Dave Lewis and Alan Stewart have five years to meet the guidelines (i.e. until 1 September and
23 September 2019, respectively). Since appointment, Dave Lewis and Alan Stewart have made material progress towards meeting the guidelines and are
expected to meet them within the allotted time period. Under the proposed Remuneration Policy, Executive Directors will be required to retain all shares
that vest, net of any tax liabilities, until the requirement is met.
Executive Committee members are required to build up a shareholding of 200% of base salary in Tesco shares within five years of appointment to the
Executive Committee. As at the date of this report, this had been met by all Executive Committee members, except Jane Lawrie, Alessandra Bellini and
Matt Simister who were appointed on 10 October 2016, 1 March 2017 and 1 April 2017, respectively. In line with the Executive Directors, under the proposed
Remuneration Policy, Executive Committee members will be required to retain all shares that vest until the requirement is met.
As at 10 April 2018, Charles Wilson held 113,675,542 Tesco shares significantly exceeding his shareholding guideline of 200% of base salary. In accordance
with the terms of his Lock-up Agreement these shares will be held by him for five years from 5 March 2018.
Executive Directors’ interests in share awards
Financial year awards vesting in
2014/15
2015/16
2016/17
2017/18
2018/19
2019/20
2020/21
Dave Lewis
Vested awards
Options subject to service
Options subject to performance and service (PSP)
SAYE options (exercise price £1.51)
Alan Stewart
Vested awards
Options subject to service
Options subject to performance and service (PSP)
SAYE options (exercise price £1.51)
454,694
–
–
–
–
–
–
–
611,205
–
–
–
254,231
–
–
–
613,365
–
–
–
328,841
–
–
–
472,383
–
–
–
255,086
–
–
–
–
–
1,566,987
11,920
–
56,950
854,720
11,920
–
939,720
2,161,405
–
–
507,449
1,178,948
–
–
655,815
1,909,722
–
–
347,906
1,041,666
–
(a) No options lapsed or were exercised by Dave Lewis in 2017/18.
(b) 308,543 nil cost options granted to Alan Stewart on 24 October 2014 as part of a buy out agreement for share options forfeited on leaving his previous employer lapsed in 2017/18.
No options were exercised by him in 2017/18.
(c) All options lapse 10 years after grant.
(d) Vested awards include dividend equivalents added since the date of grant.
Change in Group Chief Executive remuneration compared with changes in colleague remuneration
In the UK, the total reward package for a typical customer assistant is ahead of the voluntary Living Wage on a national basis and the same hourly rate is paid
to all colleagues regardless of age. The Company is committed to rewarding colleagues with a total reward package that provides them with choice and that
they really value.
The table below shows the percentage change in remuneration for the Group Chief Executive and the average UK colleague from 2016/17 to 2017/18.
The Committee decided to use UK colleagues as the appropriate comparator group as pay changes across the Group depending on local market conditions,
UK colleagues constitute the majority of Tesco’s colleagues and the Group Chief Executive is predominantly based in the UK, albeit with a global role
and responsibilities.
Group Chief Executive
Average UK colleague
Salary
(% change from
2016/17 to 2017/18)
0%
5.25%
Benefits
(% change from
2016/17 to 2017/18)
(71)%
0%
Bonus
(% change from
2016/17 to 2017/18)
(3.6)%
(13)%
Bonuses for 2017/18 for UK eligible colleagues paid out on average at 69% of the maximum bonus opportunity (2016/17: 82%).
60
Tesco PLC Annual Report and Financial Statements 2018 Group Chief Executive remuneration history
Group Chief Executive single
figure of remuneration (£’000)
Annual bonus outturn
(% of maximum award)
PSP vest (% of maximum award)
Share option vesting
(% of maximum award)
2009/10
Sir Terry
Leahy
7,100
2010/11
Sir Terry
Leahy
7,150
2011/12
Philip
Clarke
4,595
Philip
Clarke
1,280
Philip
Clarke
1,634
Philip
Clarke
764
Dave
Lewis(b)
4,133
2012/13
2013/14
2014/15
2015/16
2016/17
2017/18
89%
75%
0%(a)
83%
100%
75%
100%
46.5%
100%
0%
0%
0%
0%
0%
n/a
0%
0%
n/a
n/a
n/a
n/a
Dave
Lewis
4,632
96%
n/a
n/a
Dave
Lewis
4,147
76%
n/a
n/a
Dave
Lewis
4,874
73%
30%
n/a
(a) Philip Clarke elected not to take a bonus for 2011/12 and left the Board on 1 September 2014.
(b) The single figure total for 2014/15 includes one-off buyout awards made to Dave Lewis to compensate him for awards forfeited from his previous employer. The awards were made
based on the expected value of the awards forfeited, taking into account performance at his previous employer and delivered in restricted shares which vest subject to continued
employment by Tesco. Since these were awards related to previous employment, and not subject to Tesco performance conditions, there is no direct alignment with Tesco’s
performance in 2014/15. The awards had no impact on the single figure for 2015/16 or any future years.
Relative importance of spend on pay
The chart shows total colleague pay compared with distributions to shareholders and for further context, Group operating profit before exceptional items.
Tesco’s colleagues are essential to how the Company does business and meets the needs of its customers. In 2017/18, Tesco employed, on average, 448,988
colleagues across the Group (2016/17: 464,520).
(£m)
7,362
7,233
1,280
1,644
0
82
2016/17
2017/18
2016/17
2017/18
2016/17
2017/18
Total
employee pay
Distributions
to shareholders
Group operating profit
before exceptional items
Total employee pay includes wages and salaries, social security, pension and share-based costs at actual exchange rates (£7,233m in 2017/18 and £7,362m
in 2016/17 – see Note 3 of the financial statements). Distributions to shareholders include interim and final dividends paid in respect of each financial year
(£nil in 2016/17 and £82m in 2017/18) (see Note 8 of the financial statements). There were no share buy-backs in 2016/17 or 2017/18.
Further information on remuneration in 2017/18
Payments to former Directors and for loss of office (audited)
There were no payments made to former Directors that exceeded the de minimis threshold of £10,000 set by the Company. There were no payments for loss
of office made to Directors in the year.
Risk management
When developing the remuneration structures, the Committee considered whether any aspect of these might encourage risk taking or inappropriate
behaviours that are incompatible with Tesco’s values and the long-term interests of shareholders. If necessary, the Committee would take appropriate
steps to address this. The Committee also has the discretion to apply malus and clawback in certain circumstances.
Outside appointments
In 2017/18, Alan Stewart received £92,000 (2016/17: £92,000) in fees and a product allowance of £1,250 as a non-executive director of Diageo plc. He does not
receive any fees as a Director of Tesco Personal Finance Group Limited (Tesco Bank).
Funding of equity awards
Executive Director incentive arrangements are funded by a mix of newly issued shares and shares purchased in the market. Where shares are newly issued,
the Company complies with Investment Association dilution guidelines on their issue. The current dilution usage of discretionary plans is 2.6% of shares in
issue. Where shares are purchased in the market, these may be held by Tesco Employees’ Share Scheme Trustees Limited or Tesco International Employee
Benefit Trust in which case the voting rights relating to the shares are exercisable by the Trustees in accordance with their fiduciary duties. At 24 February 2018,
the Trusts held 13,311,503 shares.
61
Tesco PLC Annual Report and Financial Statements 2018Corporate governance Directors’ remuneration report continued
Annual report on remuneration continued
Implementation of remuneration policy for Non-executive Directors in 2017/18
Non-executive Directors’ dates of appointment
Director
John Allan
Mark Armour
Stewart Gilliland
Steve Golsby
Byron Grote
Mikael Olsson
Deanna Oppenheimer
Simon Patterson
Alison Platt
Lindsey Pownall
Date of appointment
1 March 2015
2 September 2013
5 March 2018
1 October 2016
1 May 2015
1 November 2014
1 March 2012
1 April 2016
1 April 2016
1 April 2016
Notice period
None
None
None
None
None
None
None
None
None
None
Appointment end date in accordance
with letter of appointment
AGM 2018
AGM 2018
AGM 2018
AGM 2018
AGM 2018
AGM 2018
AGM 2018
AGM 2018
AGM 2018
AGM 2018
Non-executive Director fees
Non-executive Director fees are reviewed periodically by the Board, with the last increase taking effect from 1 March 2017. Non-executive Director fees will be
reviewed in 2018/19, with any changes taking effect from 1 March 2019. The structure of fees paid to Non-executive Directors in 2018/19 will remain unchanged
from the prior year as set out below.
Basic fee
Additional fees:
Senior Independent Director
Chairs of the Audit, Corporate Responsibility or Remuneration Committees
Membership of Audit, Corporate Responsibility, Nominations and Governance or Remuneration Committees
£72,000 p.a.
£27,000 p.a.
£31,000 p.a.
£12,500 p.a. for each Committee
The Company reimburses the Directors for reasonable expenses in performing their duties and may settle any tax incurred in relation to these. The Company
will pay reasonable legal fees for advice in relation to terms of engagement. For Non-executive Directors based overseas the Company meets travel and
accommodation expenditure as required to fulfil their duties.
Chairman’s fee
John Allan was appointed as Non-executive Chairman with effect from 1 March 2015. He receives a fee of £650,000 p.a. inclusive of all Board fees, which
was fixed for a period of three years and will be reviewed in 2018/19. He may have the benefit of home security, colleague discount and healthcare for himself
and his partner.
Fees paid during 2017/18 (audited)
The following table sets out the fees paid to the Non-executive Directors for the year ended 24 February 2018. Non-executive Directors are not paid
a pension and do not participate in any of the Company’s variable incentive schemes.
Director
John Allan
Mark Armour
Steve Golsby
Byron Grote
Mikael Olsson
Deanna Oppenheimer
Simon Patterson
Alison Platt
Lindsey Pownall
Date
2017/18
2016/17
2017/18
2016/17
2017/18
2016/17
2017/18
2016/17
2017/18
2016/17
2017/18
2016/17
2017/18
2016/17
2017/18
2016/17
2017/18
2016/17
Fees
(£’000)
650
650
84
82
89
28
128
124
97
94
155
127
84
71
84
71
95
71
Taxable expenses
(£’000)
10
13
–
–
9
6
–
–
4
5
14
13
–
–
2
3
6
15
Total
(£’000)
660
663
84
82
98
34
128
124
101
99
169
140
84
71
86
74
101
86
(a) John Allan also received benefits of £3,000 (2016/17: £3,000) made up of security costs and healthcare insurance. The Non-executive Directors’ taxable expenses comprised travel,
hotel and subsistence expenses related to their role and have been grossed up for tax, where applicable.
(b) Steve Golsby joined the Board on 1 October 2016.
62
Tesco PLC Annual Report and Financial Statements 2018 Beneficial share ownership (audited)
The table below outlines the current share interests of the Non-executive Directors. Shareholdings include shares held by connected persons. Non-executive
Directors are subject to the same share dealing policy as Executive Directors and there were no changes to their share interests between 25 February and
10 April 2018.
Non-executive Director
John Allan(a)
Mark Armour
Steve Golsby
Byron Grote(b)
Mikael Olsson
Deanna Oppenheimer(b)
Simon Patterson
Alison Platt
Lindsey Pownall
Ordinary shares held at 24 February 2018
284,082
50,000
42,296
243,000
20,101
109,041
100,000
11,242
20,000
Ordinary shares held at 25 February 2017
224,349
25,000
–
173,700
5,000
103,500
–
–
–
(a) John Allan also held 398,000 bonds in the Company at 24 February 2018 (298,000 bonds at 25 February 2017).
(b) Byron Grote and Deanna Oppenheimer held their shares in the form of American Depositary Receipts. Each ADR is equivalent to three Ordinary shares of 5p each in the Company.
(c) On his appointment to the Board on 5 March 2018, Stewart Gilliland held 43,050 Ordinary shares.
The Remuneration Committee in 2017/18
Operation of the Remuneration Committee
The Committee schedules meetings two years in advance. During the year, it held four scheduled meetings and three ad hoc meetings. Ad hoc meetings were
convened to consider matters in relation to the Booker merger and the Remuneration Policy. The Directors’ biographies can be found on pages 28 and 29.
No member of the Committee has any personal financial interest in the matters being decided, other than as a shareholder, nor any day-to-day involvement
in running the business of Tesco. Steve Golsby joined the Committee on 2 October 2017. Steve has attended all scheduled meetings subsequent to his appointment.
Robert Welch, Group Company Secretary, is Secretary to the Committee and the Group Chief Executive attends meetings at the invitation of the Committee.
The Group Chief Executive is not present when his own remuneration is being discussed. The Committee is supported by Alison Horner (Chief People Officer)
as well as the Reward, Corporate Secretariat and Finance functions.
Relations with Tesco Bank
As required by the Financial Conduct Authority, Tesco Bank has a separate, independent remuneration committee. The Committee is consulted on, and
makes recommendations in relation to, the remuneration arrangements for Tesco Bank colleagues, with the aim of encouraging consistency with Group
remuneration policy, but it does not make decisions in relation to, or direct, how remuneration is managed within Tesco Bank.
Remuneration Committee activities 2017/18
The following provides a summary of the key areas of focus of the Committee during the year:
Strategy and policy
Appointments and cessations
Pay
Short-term incentives
Long-term incentives
Governance and other matters
Assessed the external environment in respect of the Company’s current remuneration arrangements.
Reviewed remuneration arrangements below Board level.
Reviewed external market developments and best practice in remuneration.
Approved the remuneration of Charles Wilson, CEO, UK & ROI.
Approved cessation terms for Matt Davies.
Reviewed Executive Directors’ and senior managers’ base salaries.
Reviewed performance against targets and determined annual bonus outturn.
Considered the design, metrics and approach to targets for the 2017/18 annual bonus.
Reviewed performance against targets and determined 2014 PSP outturn.
Considered the approach to be taken for the 2018 PSP award.
Monitored performance of outstanding PSP awards against targets.
Consulted with leading shareholders and representative bodies on the proposed Remuneration Policy.
Reviewed shareholder feedback on 2017 Annual Report.
Considered institutional investors’ guidelines on executive remuneration.
Reviewed shareholding guidelines and progress of Executive Directors and Executive Committee members.
Approved the 2016/17 Directors’ remuneration report.
Received report from Tesco Bank remuneration committee.
Reviewed the Committee’s performance and terms of reference.
63
Tesco PLC Annual Report and Financial Statements 2018Corporate governance Directors’ remuneration report continued
Annual report on remuneration continued
Committee advisers
The Committee has authority to obtain the advice of external independent remuneration consultants. It is solely responsible for their appointment, retention
and termination and for approval of the basis of their fees and other terms. PwC was appointed adviser to the Committee in 2015 following a comprehensive
selection process. The Chair of the Committee agrees the protocols under which PwC provides advice. PwC is a member of the Remuneration Consultants
Code of Conduct and adheres to this Code in its dealings with the Committee. Willis Towers Watson also provided the Committee with benchmarking data and
assessments during the year and fees for this were £41,000 (2016/17: £49,000).
During the year, PwC provided independent advice and commentary on a range of topics including remuneration trends, corporate governance, review of
the Remuneration Policy and consulting with major shareholders. PwC fees for advice provided to the Committee were £166,000 (2016/17: £155,000). Fees are
charged on a time and materials basis. PwC also provided general consultancy services to management during the year. Separate teams within PwC provided
unrelated advisory services in respect of corporate tax compliance, technology consulting and internal audit services during the year. However, the
Committee is satisfied that these activities do not compromise the independence or objectivity of the advice it has received from PwC.
Compliance
In carrying out its duties, the Committee gives full consideration to best practice, including investor guidelines. The Committee was constituted and operated
throughout the period in accordance with the principles outlined in the Listing Rules of the Financial Conduct Authority. The auditor’s report, set out on
pages 68 to 73, covers the disclosures referred to in this report that are specified for audit by the Financial Conduct Authority.
Shareholder voting
Tesco remains committed to ongoing shareholder dialogue and carefully reviews voting outcomes on remuneration matters. In the event of a substantial
vote against a resolution in relation to Directors’ remuneration, Tesco would seek to understand the reasons for any such vote, and would detail any actions
taken in response in the next Directors’ remuneration report.
Voting outcome for 2016/17 Remuneration Report
AGM resolution % of votes
Remuneration Report(a)
For
90.6%
Against
9.4%
(a) 6,358,332 votes were withheld. Votes withheld are not counted in the votes for or against a resolution but would be considered by the Committee in the event of a significant number
of votes being withheld.
Voting outcome for Remuneration Policy (at 2015 AGM when the current policy was approved)
For
96.5%
Against
3.5%
AGM resolution % of votes
Remuneration Policy(a)
(a) 473,362,689 votes were withheld.
Approved by the Board
10 April 2018
Deanna Oppenheimer
Remuneration Committee Chair
64
Tesco PLC Annual Report and Financial Statements 2018 Directors’ report
The Directors present their report, together with the audited accounts
for the 52 weeks ended 24 February 2018.
Dividends
Reflecting Tesco’s improved performance and the Board’s confidence
in its future prospects, on 4 October 2017 the Company announced
the restoration of its dividend and on 24 November 2017 paid an interim
dividend of 1.0p per ordinary share (this follows payment of no dividend
in the 52 weeks ended 25 February 2017 and 27 February 2016 and
payment of a dividend of 1.16p per ordinary share in the 53 weeks ended
28 February 2015). The Board expects a broadly one-third, two-thirds split
between the interim and final dividend and is intending to pay a final dividend
for the 52 weeks ending 24 February 2018 of 2.0p per ordinary share
(subject to shareholder approval), with dividends expected to grow from
2017, with the aim of achieving a target cover of approximately two times
earnings per share over the medium term.
Certain nominee companies representing our employee benefit trusts hold
shares in the Company in connection with the operation of the Company’s
share plans and evergreen dividend waivers remain in place on shares held
by them that have not been allocated to employees.
Share capital and control of the Company and significant agreements
Details of the Company’s share capital, including changes during the
year in the issued share capital and details of the rights attaching to the
Company’s ordinary shares are set out in Note 28 on page 126. In accordance
with the terms of the cash and share merger with Booker Group plc
approved by shareholders on 28 February 2018 (the Merger), Tesco PLC
issued 1,547,854,846 ordinary shares on 5 March 2018 to holders of
Booker Group plc ordinary shares.
No shareholder holds securities carrying special rights with regards to
control of the Company. Except for the Lock Up Agreement (described
further below), which the Company has entered into with Charles Wilson,
CEO UK & ROI, there are no other restrictions on voting rights or the transfer
of securities in the Company and the Company is not aware of any agreements
between holders of securities that result in such restrictions.
On 27 January 2017, Charles Wilson entered into a Lock up Agreement as part
of the Merger under which he agreed not to (subject to certain customary
carve-outs) dispose of his holding of 24,533 ordinary shares in the Company.
In an extension to the Lock up Agreement, Charles Wilson recorded his
intention not to dispose of the entire 113,675,542 ordinary shares in the
Company he received as a Booker shareholder pursuant to the Merger without
Tesco’s consent during the lock-up period of five years from 5 March 2018.
The Company was authorised by shareholders at the 2017 AGM to purchase
its own shares in the market up to a maximum of approximately 10% of its
issued share capital. No shares were purchased under that authority during
the financial year. The Company is seeking to renew the authority at the
forthcoming AGM, within the limits set out in the notice of that meeting
and in line with the recommendations of the Pre-emption Group.
Shares held by the Company’s Share Incentive Plan Trust, International
Employee Benefit Trust, Employees’ Share Scheme Trust and Tesco Ireland
Share Bonus Scheme Trust rank pari passu with the shares in issue and have
no special rights. Voting rights and rights of acceptance of any offer relating
to the shares held in these trusts rests with the trustees, who may take
account of any recommendation from the Company. Voting rights are not
exercisable by the employees on whose behalf the shares are held in trust.
The Company is not party to any significant agreements that would take
effect, alter or terminate following a change of control of the Company.
The Company does not have agreements with any Director or officer that
would provide compensation for loss of office or employment resulting from
a takeover, except that provisions of the Company’s share plans may cause
options and awards granted under such plans to vest on a takeover.
Share forfeiture
The Company implemented a share forfeiture programme following
the completion of a tracing and notification exercise to any shareholders
who had not had contact with the Company over the past 12 years, in
accordance with the provisions set out in the Company’s Articles. Under
the share forfeiture programme the shares and dividends associated with
shares of untraced members were forfeited, with the resulting proceeds
transferred to the Company to use for good causes in line with the Group’s
corporate responsibility strategy. During the period, the Company received
£3m proceeds from sale of untraced shares and £2m write-back of unclaimed
dividends, which were reflected in share premium and retained earnings.
Major shareholders
Information provided to the Company by major shareholders pursuant to the
FCA’s Disclosure Guidance and Transparency Rules (DTR) are published via a
Regulatory Information Service and are available on the Company’s website.
The Company had been notified under Rule 5 of the DTR of the following
interests in voting rights in its shares as at 24 February 2018 and as at the
date of this report:
BlackRock, Inc
GIC Private Limited
Norges Bank
Schroders plc
% of total voting
rights as at
24 February 2018
6.63
3.08
5.96
4.99
% of total voting
rights as at the
date of this report
6.64
< 3
4.99
4.99
Articles of Association
The Company’s Articles of Association may only be amended by special
resolution at a general meeting of the shareholders.
Directors and their interests
The biographical details of the current serving Directors are set out
on pages 28 and 29. The Directors who served during the year were:
John Allan; Mark Armour; Steve Golsby; Byron Grote; Dave Lewis; Mikael
Olsson; Deanna Oppenheimer; Simon Patterson; Alison Platt; Lindsey Pownall
and Alan Stewart. The interests of Directors and their immediate families
in the shares of Tesco PLC, along with details of Directors’ share options,
are contained in the Directors’ remuneration report set out on pages
45 to 64.
On 5 March 2018 Stewart Gilliland and Charles Wilson were appointed to
the Tesco PLC Board.
At no time during the year did any of the Directors have a material interest
in any significant contract with the Company or any of its subsidiaries.
A qualifying third party indemnity provision as defined in Section 234 of the
Companies Act 2006 is in force for the benefit of each of the Directors and
the Company Secretary (who is also a Director of certain subsidiaries of the
Company) in respect of liabilities incurred as a result of their office, to the
extent permitted by law. In respect of those liabilities for which Directors
may not be indemnified, the Company maintained a Directors’ and Officers’
liability insurance policy throughout the financial year.
Employment policies
Our employment policies are regularly reviewed to ensure they are simple,
helpful and trusted to enable an honest and transparent employment
culture. We are continuously focused upon strengthening our policy position
in order to maintain this vision and culture. Much of our focus over the past
year, has been placed upon removing complexity and hierarchy from our
policies to create more clarity and fairness for our colleagues. As we
continue to transition towards more enabling technology, our focus remains
on how we can make our policies and the processes that sit within these
more accessible to our colleagues. This enables self-service, and provides
our colleagues with direct access to the information they need to help and
support them at work.
We recognise that in order to drive our business forward we must respond
to colleague feedback. Therefore, we continue to work towards improving our
communication to colleagues to ensure they are engaged with the decisions
we make, and so we can respond to their feedback. We also continue to work
together with our recognised trade union in the UK, Usdaw, to ensure our
policies are right for our business and that they support the employment
needs of all our colleagues.
Our Equal Opportunities, Diversity and Inclusion policies support managers
and colleagues in creating a diverse and inclusive culture where everyone
is welcome. Our policies demonstrate our commitment to providing equal
opportunities to all colleagues, irrespective of age, disability, gender, marriage
and civil partnership, pregnancy or maternity, race, religion or belief, sex,
or sexual orientation. We offer a range of colleague networks to maintain
a culture of inclusivity, including: ‘Out at Tesco’; ‘Women at Tesco’; ‘Black Asian
Minority Ethnic Network’; ‘Armed Forces Network’; and ‘Disability Network’.
We are proud to be a Disability Confident Employer as part of the UK
Government’s Disability Confident scheme, a Global Diversity champion
with Stonewall and a gold member of the UK Government’s Armed Forces
Covenant. This demonstrates Tesco’s commitment to ensuring we create
an environment where all colleagues have the opportunity to get on.
65
Tesco PLC Annual Report and Financial Statements 2018Corporate governance Directors’ report continued
We actively encourage colleagues to become involved in the financial
performance of our business through a variety of share and bonus schemes.
All of these components are intrinsically linked to our Little Helps Plan,
more information on this can be found on pages 16 to 21 or on
www.tescoplc.com/people.
Political donations
The Group did not make any political donations (2016/17: £nil) or incur any
political expenditure during the year (2016/17: £nil).
Compliance with the Groceries (Supply Chain Practices) Market Investigation
Order 2009 and the Groceries Supply Code of Practice (the Code)
The Code regulates aspects of the commercial relationship between the
largest 10 grocery retailers in the UK and their suppliers of grocery products,
establishing an overarching principle that retailers must deal with their
suppliers fairly and lawfully. Specific supplier protections under the Code
include the obligation for agreements to be in writing and copies retained,
reasonable notice to be given of changes to the supply chain or reduction in
the volume of purchases, and a number of provisions relating to payments
by suppliers, including obligations for retailers to pay suppliers without delay
and a prohibition on certain types of payments, such as those for shrinkage.
Retailer compliance with the Code is overseen by the Groceries Code
Adjudicator (GCA), Christine Tacon. We continue to engage constructively and
positively with the GCA and her office and are working together, in particular
on her Top 5 Priorities.
Our Product Change Programme began in 2015, and we continue to transform
our commercial model. Code compliance is at the heart of this to ensure
compliance is built into our teams’ mindset and ways of working. We are
implementing simpler, fairer and more transparent operations, systems
and processes, making compliance with the Code easier and enabling all
parties to focus on the customer.
Our management are chosen for ‘how’ they perform their roles and are
committed to ensuring Code compliance. We train colleagues across our
Product and other functions in the UK and in Tesco Bengaluru on their
obligations under the Code. In this financial year, we trained 212 new starters
and 1,622 colleagues received updated e-learning which is supplemented
where required with face-to-face training sessions. In addition, 5,264 office
colleagues have completed their annual Code of Compliance Declaration,
and those colleagues who work with grocery suppliers have also completed
a declaration to confirm they have complied with GSCOP during 2017/18.
These changes are having a positive effect on our relationships with
suppliers. In the GCA’s annual supplier survey in 2017, Tesco remained
the most improved retailer, with 53% of suppliers reporting an improvement
in how we operate and 92% of our suppliers recognising that we comply
‘consistently well’ or ‘mostly well’ with the Code. The results of our own
supplier survey, conducted twice each year, also reflect this marked
improvement in how our suppliers view their relationship with Tesco.
Despite inflationary challenges, suppliers to our UK grocery business
once again rated their ‘overall satisfaction’ with Tesco very highly
(78.2% in February 2018).
This year, 14 Code-related complaints were raised by suppliers. As at
24 February 2018, we had resolved 11 of the concerns following further
discussion between the buying team and the relevant supplier, and in
five of the cases, between the Code Compliance Officer and the supplier.
Of the three remaining complaints to be resolved, two were resolved
shortly after the year end, and a formal dispute has been raised in
one matter.
Going concern and longer term viability statement
The Directors consider that the Group and the Company have adequate
resources to remain in operation for the foreseeable future and have
therefore continued to adopt the going concern basis in preparing the
financial statements. The UK Corporate Governance Code requires the
Directors to assess and report on the prospects of the Group over a longer
period. This longer term viability statement is set out on page 25.
Events after the balance sheet date
On 5 March 2018 the recommended share and cash merger with Booker
Group plc completed, following shareholder approval on 28 February 2018
(the Merger). The proposed Merger was announced by the Company on
27 January 2017 and received regulatory approval from the Competition
and Markets Authority on 20 December 2017. More information on the
Merger can be found on pages 7, 15 and in Note 35 on page 131.
Directors’ statement of disclosure of information to the auditor
Having made the requisite enquiries, the Directors in office at the date
of this Annual Report and Financial Statements have each confirmed that,
so far as they are aware, there is no relevant audit information (as defined
by Section 418 of the Companies Act 2006) of which the Group’s auditor is
unaware, and each of the Directors has taken all the steps he/she ought
to have taken as a Director to make himself/herself aware of any relevant
audit information and to establish that the Group’s auditor is aware of
that information. This confirmation is given and should be interpreted in
accordance with the provisions of Section 418 of the Companies Act 2006.
Cautionary statement regarding forward-looking information
Where this document contains forward-looking statements, these are made
by the Directors in good faith based on the information available to them at the
time of their approval of this report. These statements should be treated with
caution due to the inherent risks and uncertainties underlying any such
forward-looking information. The Group cautions investors that a number
of factors, including matters referred to in this document, could cause actual
results to differ materially from those contained in any forward-looking
statement. Such factors include, but are not limited to, those discussed
under Principal risks and uncertainties on pages 22 to 25.
Neither the Group, nor any of the Directors, provides any representation,
assurance or guarantee that the occurrence of the events expressed or
implied in any forward-looking statements in this document will actually
occur. Undue reliance should not be placed on these forward-looking
statements. The Group undertakes no obligation to publicly update or
revise any forward-looking statement, whether as a result of new
information, future events or otherwise.
Additional disclosures
Other information that is relevant to the Directors’ report, and which
is incorporated by reference into this report, can be located as follows:
Future developments
Research and development
Greenhouse gas emissions
Financial instruments and financial risk management
Corporate governance report
Pages
1 to 25
9
21
110 to 117
26 to 44
Disclosures required pursuant to Listing Rule 9.8.4R can be found on the
following pages:
Statement of capitalised interest
Allotment for cash of equity securities
Waiver of dividends
Pages
94 and 101
126
65
The Company has chosen, in accordance with Section 414 C(11) of the
Companies Act 2006, and as noted in this Directors’ report, to include
certain matters in its Strategic report that would otherwise be required
to be disclosed in this Directors’ report. The Strategic report can be found
on pages 1 to 25.
By order of the Board
Robert Welch
Group Company Secretary
10 April 2018
66
Tesco PLC Annual Report and Financial Statements 2018 Statement of Directors’ responsibilities
The Directors are required by the Companies Act 2006 to prepare financial
statements for each financial year that give a true and fair view of the state
of affairs of the Group and the Company as at the end of the financial year,
and of the profit or loss of the Group for the financial year. Under that law,
the Directors are required to prepare the Group financial statements in
accordance with International Financial Reporting Standards (IFRS) as
adopted by the European Union (EU) and have elected to prepare the Parent
Company financial statements in accordance with United Kingdom Generally
Accepted Accounting Practice, including FRS 101 ‘Reduced Disclosure
Framework’ (UK Accounting Standards and applicable law).
In preparing these financial statements, the Directors are required to:
– select suitable accounting policies and then apply them consistently;
– make judgements and accounting estimates that are reasonable
and prudent;
– state whether IFRSs as adopted by the EU and applicable UK Accounting
Standards have been followed, subject to any material departures
disclosed and explained in the Group and Parent Company financial
statements respectively;
– present information, including accounting policies, in a manner that
provides relevant, reliable, comparable and understandable information;
– provide additional disclosures when compliance with the specific
requirements in IFRS are insufficient to enable users to understand the
impact of particular transactions, other events and conditions on the
entity’s financial position and financial performance; and
– prepare the financial statements on the going concern basis, unless
it is inappropriate to presume that the Group and the Company will
continue in business.
The Directors are responsible for keeping adequate accounting records
that are sufficient to show and explain the Group’s transactions and disclose
with reasonable accuracy at any time the financial position of the Group and
the Company, and which enable them to ensure that the financial statements
and the Directors’ remuneration report comply with the Companies Act 2006
and, as regards the Group financial statements, Article 4 of the IAS Regulation.
They also have general responsibility for taking such steps as are reasonably
open to them to safeguard the assets of the Group and the Company, and to
prevent and detect fraud and other irregularities. The Directors are responsible
for the maintenance and integrity of the Company’s website. Legislation in the
United Kingdom governing the preparation and dissemination of financial
statements may differ from legislation in other jurisdictions. The Directors
consider that the Annual Report and Financial Statements, taken as a whole,
is fair, balanced and understandable and provides the information necessary
for shareholders to assess the Group’s and the Company’s performance,
business model and priorities. Each of the Directors, whose names and
functions are set out on pages 28 and 29 confirm that, to the best
of their knowledge:
– the financial statements, which have been prepared in accordance with
the relevant financial reporting framework, give a true and fair view of the
assets, liabilities, financial position and profit or loss of the Group and the
undertakings included in the consolidation taken as a whole; and
– the Strategic report contained within this document includes a fair review
of the development and performance of the business and the position of
the Group and the undertakings included in the consolidation taken as a
whole, together with a description of the principal risks and uncertainties
that the Group faces.
67
Tesco PLC Annual Report and Financial Statements 2018Corporate governance Independent auditor’s report to the members of Tesco PLC
Report on the audit of the financial statements
Opinion
In our opinion:
– the financial statements give a true and fair view of the state of the
Group’s and of the Parent Company’s affairs as at 24 February 2018
and of the Group’s profit for the year then ended;
– the Group financial statements have been properly prepared in
accordance with International Financial Reporting Standards (IFRSs)
as adopted by the European Union;
– the Parent Company financial statements have been properly prepared
in accordance with United Kingdom Generally Accepted Accounting
Practice including FRS 101 ‘Reduced Disclosure Framework’; and
– the financial statements have been prepared in accordance with the
requirements of the Companies Act 2006 and, as regards the Group
financial statements, Article 4 of the IAS Regulation.
We have audited the financial statements of Tesco PLC (the Parent Company)
and its subsidiaries (the Group) which comprise:
– the Group income statement;
– the Group statement of comprehensive income/(loss);
– the Group and Parent Company balance sheets;
– the Group and Parent Company statements of changes in equity;
– the Group cash flow statement; and
– the related Notes 1 to 35 of the Group financial statements and Notes 1
to 17 of the Parent Company financial statements.
The financial reporting framework that has been applied in the preparation
of the Group financial statements is applicable law and IFRSs as adopted
by the European Union. The financial reporting framework that has been
applied in the preparation of the Parent Company financial statements is
applicable law and United Kingdom Accounting Standards, including FRS 101
‘Reduced Disclosure Framework’ (United Kingdom Generally Accepted
Accounting Practice).
Scoping
Our audit scoping provides full scope audit coverage of 96% (2016/17: 97%)
of revenue and 92% (2016/17: 91%) of net assets.
Significant changes in our approach
In our 2017/18 report the following change to the key audit matters identified
has been made, compared with our 2016/17 report:
– the Tesco Bank payment fraud is no longer considered to be a key audit
matter following our conclusion in 2016/17 that the Group had appropriately
accounted for liabilities associated with the incident.
Conclusions relating to going concern, principal risks and viability statement
Going concern
We have reviewed the Directors’ statement on page 66 to the financial
statements about whether they considered it appropriate to adopt the going
concern basis of accounting in preparing them and their identification of
any material uncertainties to the Group’s and Parent Company’s ability to
continue to do so over a period of at least twelve months from the date
of approval of the financial statements.
We are required to state whether we have anything material to add or draw
attention to in relation to that statement required by Listing Rule 9.8.6R(3)
and report if the statement is materially inconsistent with our knowledge
obtained in the audit.
We confirm that we have nothing material to report, add or draw
attention to in respect of these matters.
Principal risks and viability statement
Based solely on reading the Directors’ statements and considering whether
they were consistent with the knowledge we obtained in the course of the
audit, including the knowledge obtained in the evaluation of the Directors’
assessment of the Group’s and the Parent Company’s ability to continue as
a going concern, we are required to state whether we have anything material
to add or draw attention to in relation to:
– the disclosures on pages 22 to 25 that describe the principal risks and
explain how they are being managed or mitigated;
Basis for opinion
We conducted our audit in accordance with International Standards on
Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those
standards are further described in the auditor’s responsibilities for the audit
of the financial statements section of our report.
– the Directors’ confirmation on page 22 that they have carried out a robust
assessment of the principal risks facing the Group, including those that
would threaten its business model, future performance, solvency or
liquidity; or
– the Directors’ explanation on page 25 as to how they have assessed the
We are independent of the Group and the Parent Company in accordance
with the ethical requirements that are relevant to our audit of the financial
statements in the UK, including the FRC’s Ethical Standard as applied to
listed public interest entities, and we have fulfilled our other ethical
responsibilities in accordance with these requirements. We confirm that
the non-audit services prohibited by the FRC’s Ethical Standard were not
provided to the Group or the Parent Company.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Summary of our audit approach
Key audit matters
The key audit matters that we identified in the current year were:
– store impairment review;
– recognition of commercial income;
– inventory valuation;
– pension obligation valuation;
– contingent liabilities;
– presentation of the Group’s income statement; and
– retail technology environment, including IT security.
No new key audit matters have been included in this report compared to
the prior year report. Key audit matters have been updated for the current
year where required.
Materiality
We have considered a number of benchmarks and determined that it is
appropriate to base materiality on profit before tax. The materiality that
we used for the Group financial statements was £50m (2016/17: £50m) which
equates to 4.4% of profit before tax before exceptional items. Refer to page 72
for further details.
prospects of the Group, over what period they have done so and why they
consider that period to be appropriate, and their statement as to whether
they have a reasonable expectation that the Group will be able to continue
in operation and meet its liabilities as they fall due over the period of their
assessment, including any related disclosures drawing attention to any
necessary qualifications or assumptions.
We are also required to report whether the Directors’ statement relating
to the prospects of the Group required by Listing Rule 9.8.6R(3) is materially
inconsistent with our knowledge obtained in the audit.
We confirm that we have nothing material to report, add or draw
attention to in respect of these matters.
Key audit matters
Key audit matters are those matters that, in our professional judgement,
were of most significance in our audit of the financial statements of the
current period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) that we identified. These
matters included those which had the greatest effect on: the overall audit
strategy, the allocation of resources in the audit; and directing the efforts
of the engagement team. We have determined that there was a potential for
fraud through possible manipulation of commercial income due to the level
of judgement involved.
These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
68
Tesco PLC Annual Report and Financial Statements 2018 Key audit matter description
How the scope of our audit responded to the key audit matter Key observations
Store impairment review
As described in Note 1 (Accounting policies, judgements and
estimates) and Note 11 (Property, plant and equipment), the
Group held £18,521m (2016/17: £18,108m) of property, plant
and equipment at 24 February 2018.
Under IFRS, the Group is required to complete an impairment
review of its store portfolio where there are indicators of
impairment or impairment reversal.
Judgement is required in identifying indicators of impairment and
estimation is required in determining the recoverable amount
of the Group’s store portfolio. Additionally, there is judgement
in relation to triggering the reversals of impairments recognised
in previous periods.
There is a risk that the carrying value of stores and related fixed
assets may be higher than the recoverable amount. Where a
review for impairment, or reversal of impairment, is conducted,
the recoverable amount is determined based on the higher
of ‘value-in-use’ and ‘fair value less costs of disposal’.
The three areas which are key to management’s impairment
review are as follows:
– value-in-use is derived from cash flow projections which rely
upon Directors’ assumptions and estimates of future trading
performance, including the Group’s ability to realise forecast
cost savings;
– value-in-use is calculated by a number of complex models.
There is a risk the models are not calculating the value-in-use
accurately; and
– in certain circumstances the fair value of properties supports
the carrying value of store assets. There is an estimation
required in determining the fair value of properties in each
of the Group’s territories.
As a result of the Group’s store impairment review completed
during the year, a net impairment reversal of £187m
(2016/17: net impairment reversal of £6m) was recognised.
The Audit Committee’s discussion of this key audit matter
is set out on page 42.
Recognition of commercial income
As described in Note 1 (Accounting policies, judgements and
estimates) and Note 20 (Commercial income), the Group has
agreements with suppliers whereby volume-related allowances,
promotional and marketing allowances and various other fees
and discounts are received in connection with the purchase
of goods for resale from those suppliers. As such, the Group
recognises a reduction in cost of sales as a result of amounts
receivable from suppliers.
In accordance with IFRS, commercial income should only be
recognised as income within the income statement when the
performance conditions associated with it have been met,
for example where the marketing campaign has been held.
The variety and number of the buying arrangements with
suppliers can make it complex to determine the performance
conditions associated with the income, giving rise to a
requirement for management judgement and scope for error
in accounting for such income. As such we have identified this
as a key audit matter.
The Audit Committee’s discussion of this key audit matter
is set out on page 42.
While we note actions are
required by the Group to
achieve these forecasts
over the medium term,
we concluded that
the assumptions in the
impairment models,
specifically in the
value-in-use calculations,
were within an acceptable
range, and that the overall
level of net reversal of
impairment was reasonable.
Our audit procedures included assessing the design and
implementation of key controls around the impairment
review processes.
In relation to the Directors’ value-in-use assessment our
procedures have included:
– challenging the key assumptions utilised in the cash flow
forecasts with reference to historical trading performance,
market expectations and our understanding of the Group’s
strategic initiatives;
– reviewing and challenging the adequacy of management’s
sensitivity analysis in relation to key assumptions to consider
the extent of change in those assumptions that either individually
or collectively would be required for the assets to be impaired,
in particular forecast cash flows and property fair values; and
– assessing the accuracy of the ‘value-in-use’ modelling by the
Group by assessing the methodology applied in determining
the value-in-use compared with the requirements of IAS 36
‘Impairment of Assets’ and checking the integrity of the
value-in-use models utilised by the Group.
In relation to the Group’s ‘fair value less costs of disposal’,
we have challenged the assumptions used by the Group in
determining the fair market value of the assets, including those
completed by external valuers, using internal property valuation
specialists and assessing whether appropriate valuation
methodologies have been applied.
The results of our testing
were satisfactory.
We consider the disclosure
given around supplier
rebates to provide an
appropriate understanding
of the types of rebate
income received and the
impact on the Group’s
balance sheet as at
24 February 2018.
We obtained a detailed understanding and evaluated the design
and implementation of controls that the Group has established
in relation to commercial income.
In addition, our substantive audit procedures across the Group’s
retail operations included a combination of the following:
– testing whether amounts recognised were accurate and
recorded in the correct period based on the contractual
performance obligations by agreeing a sample of individual
supplier agreements;
– testing commercial income balances included within inventories
and trade and other receivables, or netted against trade and
other payables via balance sheet reconciliation procedures;
– circularising a sample of suppliers to test whether the
arrangements recorded were complete and held discussions
with a sample of buyers to further understand the buying
processes, where required. Where responses from suppliers
were not received, we completed alternative procedures such
as agreement to underlying contractual arrangements;
– using data analytics to profile commercial income, identifying
deals which exhibited characteristics of audit interest upon
which we completed detailed testing;
– reviewing the Group’s ongoing compliance with the Groceries
Supplier Code of Practice (GSCOP). Additionally, reviewing the
reporting and correspondence to the Group’s supplier hotline
in order to identify any areas where further investigation was
required; and
– also considering the adequacy of the commercial income
related disclosure within the Group’s financial statements.
69
Tesco PLC Annual Report and Financial Statements 2018Financial statements Independent auditor’s report to the members of Tesco PLC continued
Key audit matter description
How the scope of our audit responded to the key audit matter
Key observations
Inventory valuation
As described in Note 1 (Accounting policies, judgements and
estimates) and Note 15 (Inventories), the Group carries
inventory at the lower of cost and fair value less costs to sell
using the weighted average cost basis. As at 24 February 2018,
the Group held inventories of £2,263m (2016/17: £2,301m).
The Group provides for obsolescence based on forecast
inventory usage. This methodology relies upon assumptions
made in determining appropriate provisioning percentages
to apply to inventory balances.
Pension obligation valuation
As described in Note 1 (Accounting policies, judgements and
estimates) and Note 27 (Post-employment benefits), the Group
has a defined benefit pension plan in the UK. At 24 February
2018, the Group recorded a net retirement obligation before
deferred tax of £3,282m (2016/17: £6,621m), comprising scheme
assets of £13,235m (2016/17: £13,196m) and scheme liabilities of
£16,517m (2016/17: £19,817m).
The Group has, after taking actuarial advice, decided to change
the methodology used for deriving the discount rate for valuing
the Group’s pension liabilities under IAS 19 ‘Employee Benefits’.
Details of the change and its impact in the period are disclosed
in Note 27.
The pension valuation is dependent on market conditions and
assumptions made. The key audit matter specifically relates
to the following key assumptions: discount rate, inflation
expectations and life expectancy assumptions. The setting
of these assumptions is complex and requires the exercise
of significant management judgement with the support of
third party actuaries.
The Audit Committee’s discussion of this key audit matter
is set out on page 42.
We obtained a detailed understanding and evaluated the design
and implementation of controls that the Group has established
in relation to inventory valuation.
We concur that the total
level of provision is within
an acceptable range.
We obtained assurance over the appropriateness of
management’s assumptions applied in calculating the value
of inventory provisions by:
– critically assessing the Group’s inventory provisioning policy,
with specific consideration given to aged inventory (in particular
for non-food and general merchandising products) as well as
stock turn calculations, including the impact of seasonality;
– verifying the value of a sample of inventory items to confirm
whether they are held at the lower of cost and net realisable
value, through comparison to vendor invoices and sales prices;
– using data analytics to identify unusual inventory usage
characteristics, completing assumption tolerance testing
and recalculating the provision in totality based on the Group’s
policy; and
– reviewing historical accuracy of inventory provisioning with
reference to inventory write-offs during the year in relation
to stock loss or other inventory adjustments.
We obtained a detailed understanding and evaluated the design
and implementation of controls that the Group has established
in relation to the pension obligation valuation process.
In testing the pension valuation, we have utilised internal pension
actuarial specialists to review the key actuarial assumptions used,
both financial and demographic, and considered the methodology
utilised to derive these assumptions. Furthermore, we have
benchmarked and performed a sensitivity analysis on the key
assumptions determined by the Directors.
We have challenged the Group’s decision to change the
discount rate methodology with reference to developing market
practice, the age of the pension scheme and advice from our
actuarial specialists.
We are satisfied that
the methodology and
assumptions applied in
relation to determining
the pension valuation are
within an acceptable range.
We consider the change
in methodology for
establishing the discount
rate to be acceptable and
compliant with accounting
standards. The actual
discount rate applied
of 2.9% is within our
benchmark range. We
note that the methodology
used by the Group applies
a different approach to
the observable yields on
high quality corporate
bonds compared with
our benchmark approach,
which results in a discount
rate which is towards the
optimistic end of our
acceptable range.
Contingent liabilities
In 2016/17 UK shareholder actions were initiated against
the Group linked to the overstatement of expected profits
in 2014 which may result in legal exposures.
Additionally, the Group has other ongoing legal matters
relating to previous corporate transactions which require
management judgement to be applied in order to
determine the likely outcome.
Judgement is required in assessing the nature of these
exposures and their accounting and disclosure requirements.
The Audit Committee’s discussion of this key audit matter
is set out on page 42.
In assessing the potential exposures to the Group, we have
completed a range of procedures including:
– assessing the design and implementation of controls in
relation to the monitoring of known exposures;
– reading Board and other meeting minutes to identify areas
subject to Group consideration;
– meeting with the Group’s internal legal advisors in understanding
ongoing and potential legal matters impacting the Group;
– reviewing third party correspondence and reports; and
– reviewing the proposed accounting and disclosure of actual
and potential legal liabilities, drawing on third party assessment
of open matters.
We concur that the
accounting and disclosures
in relation to the ongoing
UK shareholder actions
are appropriate.
In relation to other
ongoing legal matters
in respect of previous
corporate transactions,
we are satisfied no specific
disclosure is required.
70
Tesco PLC Annual Report and Financial Statements 2018 Key audit matter description
How the scope of our audit responded to the key audit matter
Key observations
Presentation of the Group’s income statement
One of the Group’s key performance indicators is ‘Group
operating profit before exceptional items’. The key audit
matter is that Group management may override the Group’s
accounting policy application guidance to manipulate this key
performance indicator.
Management judgement is required when applying this
accounting policy and when determining classification within
the Group’s income statement and assessing the Group’s
overall quality of earnings.
The Audit Committee’s discussion of this key audit matter
is set out on page 42.
In order to address this key audit matter we have completed
audit procedures including:
– assessing the design and implementation of controls which
address the risk of inappropriate presentation of the Group’s
income statement, such as the ‘entity level’ controls which
underpin the overall control environment for the Group and
specific controls over determining the presentation of
exceptional items;
– auditing key areas of management estimate and judgement,
including consideration of exceptional items disclosed
by the Group and the existence of any further potential
exceptional items included within the Group’s underlying
profit measures; and
– assessing transactions completed outside of the normal
course of business.
Retail technology environment, including IT security
The Group’s retail operations utilise a range of information
systems. In 2015/16 and 2016/17 we reported deficiencies in
certain IT controls. These deficiencies could have an adverse
impact on the Group’s controls and financial reporting systems.
We continued to challenge and assess changes to the IT
environments through the testing of remediated controls
and concluding on the sufficiency and appropriateness of
management’s changes.
As described on page 41 within the Audit Committee report,
the Group is continuing the replacement of a number of the
Group’s key systems and making changes to key elements of the
Group’s IT infrastructure to address the identified deficiencies.
During the year we have assessed the design and implementation
of the Group’s controls over the information systems that are
important to financial reporting, including the changes made
as part of the Group’s replacement programme.
Consistent with 2016/17, in 2017/18 we were not able to take a
control reliant audit approach due to the ongoing weaknesses
in the IT environment.
Where we noted deficiencies which affected applications
and databases within the scope of our audit, we extended
the scope of our substantive audit procedures.
We note that consistent
with other businesses of
a similar scale to the Group,
there are non-recurring
income and expense items
included within profit
before exceptional items
which do not meet the
Group’s definition of
exceptional items and
which largely offset. We
concur that these have
been appropriately
included within profit
before exceptional items.
Although management’s
remediation plan is designed
to address our concerns,
given the complexity of the
underlying systems the
plan is a multi-year
programme and not yet
complete, and therefore
weaknesses remain in the
control environment.
We note that
management’s actions
have reduced the number
of deficiencies in the year
relating to user access and
change management
controls linked to the
Group’s financial reporting.
71
Tesco PLC Annual Report and Financial Statements 2018Financial statements Independent auditor’s report to the members of Tesco PLC continued
on 7 significant retail locations (UK, Republic of Ireland, Czech Republic,
Hungary, Poland, Slovakia and Thailand) and Tesco Bank. The operations
in Czech Republic, Hungary, Poland and Slovakia are managed as one combined
business. All of these were subject to a full audit and represent 96% (2016/17:
97%) of the Group’s revenue and 92% (2016/17: 91%) of net assets.
In addition, 4 other businesses (Malaysia, OneStop, dunnhumby and
Tesco Mobile) were subject to specific audit procedures on material account
balances, where the extent of our testing was based on our assessment
of the risks of material misstatement and of the materiality of the Group’s
operations at those locations. The four locations accounted for 4% (2016/17: 2%)
of the Group’s revenue and 7% (2016/17: 6%) of net assets.
In 2016/17, Malaysia was a full scope audit, however in the current year
is subject to specific audit procedures, as a result of only certain
financial statement lines being considered to be significant in the context
of the Group. Additionally, in 2016/17 Turkey was subject to specific audit
procedures, however is no longer in scope following the Group disposing
of the business on 1 March 2017. At the Parent entity level we also tested the
consolidation process and carried out analytical procedures to confirm our
conclusion that there were no significant risks of material misstatement of
the aggregated financial information of the remaining components not
subject to audit or audit of specified account balances.
The most significant component of the Group is its retail business in the UK.
As such, there is extensive interaction between the Group and UK audit team
to ensure an appropriate level of involvement in this audit work. During the
course of our audit, the UK audit team visited 50 (2016/17: 50) retail stores
in the UK to attend either inventory counts or in order to complete store
control visits, and 4 (2016/17: 6) distribution centre inventory counts.
We visited 7 (2016/17: 7) of the 8 (2016/17: 9) significant locations set
out above, in addition to the Group’s shared service centre in Bengaluru,
with the Group Audit Partner visiting 4 (2016/17: 4) of these locations.
We also had a dedicated audit partner focused on overseeing the role
of the component audit teams located outside of the UK and the Republic
of Ireland, ensuring that we applied a consistent audit approach to the
operations in the Group’s international business.
The audit visits by the Group audit team were timed to enable us to be
involved during the planning and risk assessment process in addition to
during the completion of detailed audit procedures. During our visits,
we attended key meetings with component management and auditors,
and reviewed detailed component auditor work papers.
In addition, all key component audit teams were represented during
a centralised two-day planning meeting held in the UK prior to the
commencement of our detailed audit work. The purpose of this planning
meeting was to ensure a good level of understanding of the Group’s
businesses, its core strategy and a discussion of the significant risks and
workshops on our planned audit approach. Group management also
attended part of the meeting to support these planning activities.
Other information
The Directors are responsible for the other information. The other
information comprises the information included in the annual report,
other than the financial statements and our auditor’s report thereon.
Our opinion on the financial statements does not cover the other
information and, except to the extent otherwise explicitly stated in our
report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility
is to read the other information and, in doing so, consider whether the
other information is materially inconsistent with the financial statements
or our knowledge obtained in the audit or otherwise appears to be
materially misstated.
If we identify such material inconsistencies or apparent material
misstatements, we are required to determine whether there is a material
misstatement in the financial statements or a material misstatement of the
other information. If, based on the work we have performed, we conclude
that there is a material misstatement of this other information, we are
required to report that fact.
Our application of materiality
We define materiality as the magnitude of misstatement in the financial
statements that makes it probable that the economic decisions of a
reasonably knowledgeable person would be changed or influenced. We
use materiality both in planning the scope of our audit work and in evaluating
the results of our work.
Based on our professional judgement, we determined materiality for the
financial statements as a whole as follows:
Parent company
financial statements
£35m (2016/17: £25m)
Materiality represents
less than 1%
(2016/17: less than 1%)
of net assets.
As this is the Parent
Company of the Group
it does not generate
significant revenues
but instead incurs
costs and as such
net assets are an
appropriate base
to use to determine
materiality.
Materiality
Basis for
determining
materiality
Rationale
for the
benchmark
applied
Group financial
statements
£50m (2016/17: £50m)
In determining our materiality,
we have considered the 2016/17
materiality, profit based measures
and other measures.
Materiality has been determined
to be the same value as the 2016/17
materiality. The materiality of £50m
equates to 4.4% of profit before tax
before exceptional items (£1,143m).
Component materiality has been
determined with reference to the
component’s contribution to the
Group’s overall result. The materiality
applied by the component auditors
was £20m, except for UK Retail
(2017/18: £35m, 2016/17: £25m) and
Thailand (2017/18: £25m, 2016/17: £25m).
The decision to maintain the same level
of materiality as that used in 2016/17 is
reflective of the fact the Group
continues to execute its turnaround
plan and normalise profitability.
The selected materiality is 4.4% of profit
before tax before exceptional items,
which falls within a reasonable range, and
supports the quantum of materiality.
Profit before tax before exceptional
items is an appropriate metric since it
is a key performance indicator and is not
impacted by any potential volatility which
may be caused by exceptional items.
The materiality selected represents
0.5% (2016/17: 0.8%) of the Group’s
net assets.
2017/18
profit before
tax and
exceptional
items £1,143m
Group materiality £50m
Component materiality (UK) £35m
Component materiality (Thailand) £25m
Component materiality (Other) £20m
Reporting threshold £2.5m
We agreed with the Audit Committee that we would report to the Audit
Committee all audit differences in excess of £2.5m (2016/17: £2.5m) for
the Group and the Parent Company, as well as differences below that
threshold that, in our view, warranted reporting on qualitative grounds.
We also report to the Audit Committee on disclosure matters that we
identified when assessing the overall presentation of the financial statements.
An overview of the scope of our audit
Our Group audit was scoped by obtaining an understanding of the Group
and its environment, including Group-wide controls, and assessing the
risks of material misstatement at the Group level. The Group has subsidiary
grocery retail operations in eight countries, together with interests in
a number of other businesses both in the UK and internationally.
The Group’s accounting process is structured around local finance functions
and is further supported by a shared service centre in Bengaluru, India which
provides accounting and administrative support for the Group’s core retail
operations. Each local finance function reports into the central Group
finance function based at the Group’s head office. Based on our assessment
of the Group, we focused our Group audit scope primarily on the audit work
72
Tesco PLC Annual Report and Financial Statements 2018 In this context, matters that we are specifically required to report to you as
uncorrected material misstatements of the other information include where
we conclude that:
– Fair, balanced and understandable – the statement given by the Directors
that they consider the annual report and financial statements taken as a
whole is fair, balanced and understandable and provides the information
necessary for shareholders to assess the Group’s position and
performance, business model and strategy, is materially inconsistent
with our knowledge obtained in the audit; or
Report on other legal and regulatory requirements
Opinions on other matters prescribed by the Companies Act 2006
In our opinion the part of the Directors’ remuneration report to be audited
has been properly prepared in accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
– the information given in the Strategic report and the Directors’ report
for the financial year for which the financial statements are prepared
is consistent with the financial statements; and
– Audit Committee reporting – the section describing the work of the
– the Strategic report and the Directors’ report have been prepared in
Audit Committee does not appropriately address matters communicated
by us to the Audit Committee; or
– Directors’ statement of compliance with the UK Corporate Governance
Code – the parts of the Directors’ statement required under the Listing
Rules relating to the Company’s compliance with the UK Corporate
Governance Code containing provisions specified for review by the auditor
in accordance with Listing Rule 9.8.10R(2) do not properly disclose a
departure from a relevant provision of the UK Corporate Governance Code.
We have nothing to report in respect of these matters.
Responsibilities of Directors
As explained more fully in the Directors’ responsibilities statement, the
Directors are responsible for the preparation of the financial statements
and for being satisfied that they give a true and fair view, and for such
internal control as the Directors determine is necessary to enable the
preparation of financial statements that are free from material
misstatement, whether due to fraud or error. In preparing the financial
statements, the Directors are responsible for assessing the Group’s and
the Parent Company’s ability to continue as a going concern, disclosing as
applicable, matters related to going concern and using the going concern
basis of accounting unless the Directors either intend to liquidate the Group
or the Parent Company or to cease operations, or have no realistic
alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the
financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditor’s report that includes
our opinion. Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with ISAs (UK) will always
detect a material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of
users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial
statements is located on the Financial Reporting Council’s website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part of
our auditor’s report.
Use of our report
This report is made solely to the Company’s members, as a body, in
accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit
work has been undertaken so that we might state to the Company’s members
those matters we are required to state to them in an auditor’s report and for
no other purpose. To the fullest extent permitted by law, we do not accept
or assume responsibility to anyone other than the Company and the
Company’s members as a body, for our audit work, for this report,
or for the opinions we have formed.
accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Group and of the
Parent Company and their environment obtained in the course of the audit,
we have not identified any material misstatements in the Strategic report
or the Directors’ report.
Matters on which we are required to report by exception
Adequacy of explanations received and accounting records
Under the Companies Act 2006 we are required to report to you if,
in our opinion:
– we have not received all the information and explanations we require
for our audit; or
– adequate accounting records have not been kept by the Parent Company,
or returns adequate for our audit have not been received from branches
not visited by us; or
– the Parent Company financial statements are not in agreement with the
accounting records and returns.
We have nothing to report in respect of these matters.
Directors’ remuneration
Under the Companies Act 2006 we are also required to report if in our
opinion certain disclosures of directors’ remuneration have not been made
or the part of the Directors’ remuneration report to be audited is not in
agreement with the accounting records and returns.
We have nothing to report in respect of these matters.
Other matters
Auditor tenure
Following the recommendation of the Audit Committee, we were appointed
by the Group’s shareholders on 26 June 2015 to audit the financial statements
for the year ended 27 February 2016 and subsequent financial periods. The
period of total uninterrupted engagement including previous renewals and
reappointments of the firm is 3 years, covering financial years ending
27 February 2016 to 24 February 2018.
Consistency of the audit report with the additional report
to the audit committee
Our audit opinion is consistent with the additional report to the Audit
Committee we are required to provide in accordance with ISAs (UK).
Panos Kakoullis (Senior statutory auditor)
for and on behalf of Deloitte LLP
Statutory Auditor
London, United Kingdom
10 April, 2018
73
Tesco PLC Annual Report and Financial Statements 2018Financial statements Group income statement
Continuing operations
Revenue
Cost of sales
Gross profit/(loss)
Administrative expenses
Profits/(losses) arising on property-related items
Operating profit/(loss)
Share of post-tax profits/(losses) of joint ventures and associates
Finance income
Finance costs
Profit/(loss) before tax
Taxation
Profit/(loss) for the year from continuing operations
Discontinued operations
Profit/(loss) for the year from discontinued operations
Profit/(loss) for the year
Attributable to:
Owners of the parent
Non-controlling interests
Earnings/(losses) per share from continuing
and discontinued operations
Basic
Diluted
Earnings/(losses) per share from continuing operations
Basic
Diluted
The notes on pages 79 to 131 form part of these financial statements.
Notes
2
13
5
5
6
7
9
9
9
9
52 weeks ended
24 February 2018
Before
exceptional
items
£m
Exceptional
items
(Note 4)
£m
57,491
(54,092)
3,399
(1,786)
31
1,644
(6)
98
(593)
1,143
(286)
857
–
857
857
–
857
–
(49)
(49)
153
89
193
–
–
(38)
155
(20)
135
216
351
349
2
351
52 weeks ended
25 February 2017
Before
exceptional
items
£m
Exceptional
items
(Note 4)
£m
55,917
(52,899)
3,018
(1,734)
(4)
1,280
(30)
109
(630)
729
(185)
544
–
(116)
(116)
(261)
114
(263)
(77)
–
(244)
(584)
98
(486)
Total
£m
57,491
(54,141)
3,350
(1,633)
120
1,837
(6)
98
(631)
1,298
(306)
992
216
(37)
(75)
1,208
507
(561)
515
(8)
507
(555)
(6)
(561)
1,206
2
1,208
14.77p
14.72p
12.12p
12.08p
Total
£m
55,917
(53,015)
2,902
(1,995)
110
1,017
(107)
109
(874)
145
(87)
58
(112)
(54)
(40)
(14)
(54)
(0.49)p
(0.49)p
0.81p
0.81p
74
Tesco PLC Annual Report and Financial Statements 2018 Group statement of comprehensive income/(loss)
Items that will not be reclassified to income statement
Remeasurements on defined benefit pension schemes
Tax on items that will not be reclassified
Items that may subsequently be reclassified to income statement
Change in fair value of available-for-sale financial assets and investments
Currency translation differences:
Retranslation of net assets of overseas subsidiaries, joint ventures and associates
Movements in foreign exchange reserve and net investment hedging on subsidiary
disposed, reclassified and reported in the Group income statement
Gains/(losses) on cash flow hedges:
Net fair value gains/(losses)
Reclassified and reported in the Group income statement
Tax on items that may be reclassified
Total other comprehensive income/(loss) for the year
Profit/(loss) for the year
Total comprehensive income/(loss) for the year
Attributable to:
Owners of the parent
Non-controlling interests
Total comprehensive income/(loss) for the year
Total comprehensive income/(loss) attributable to owners of the parent arising from:
Continuing operations
Discontinued operations
The notes on pages 79 to 131 form part of these financial statements.
Notes
27
6
7
6
52 weeks
2018
£m
52 weeks
2017
£m
3,265
(554)
2,711
(62)
179
140
(146)
(52)
22
81
2,792
1,208
4,000
3,993
7
4,000
3,637
356
3,993
(3,567)
579
(2,988)
80
764
–
385
(384)
(23)
822
(2,166)
(54)
(2,220)
(2,206)
(14)
(2,220)
(2,096)
(110)
(2,206)
75
Tesco PLC Annual Report and Financial Statements 2018Financial statements Group balance sheet
Non-current assets
Goodwill, software and other intangible assets
Property, plant and equipment
Investment property
Investments in joint ventures and associates
Other investments
Trade and other receivables
Loans and advances to customers
Derivative financial instruments
Deferred tax assets
Current assets
Other investments
Inventories
Trade and other receivables
Loans and advances to customers
Derivative financial instruments
Current tax assets
Short-term investments
Cash and cash equivalents
Assets of the disposal group and non-current assets classified as held for sale
Current liabilities
Trade and other payables
Borrowings
Derivative financial instruments
Customer deposits and deposits from banks
Current tax liabilities
Provisions
Liabilities of the disposal group classified as held for sale
Net current liabilities
Non-current liabilities
Trade and other payables
Borrowings
Derivative financial instruments
Customer deposits and deposits from banks
Post-employment benefit obligations
Deferred tax liabilities
Provisions
Net assets
Equity
Share capital
Share premium
All other reserves
Retained earnings
Equity attributable to owners of the parent
Non-controlling interests
Total equity
The notes on pages 79 to 131 form part of these financial statements.
Dave Lewis
Alan Stewart
24 February
2018
£m
25 February
2017
£m
Notes
10
11
12
13
14
16
17
22
6
14
15
16
17
22
18
18
7
19
21
22
24
6
25
7
19
21
22
24
27
6
25
28
2,661
18,521
100
689
860
186
6,885
1,117
117
31,136
68
2,263
1,482
4,637
27
12
1,029
4,059
13,577
149
13,726
(8,996)
(1,479)
(69)
(7,812)
(335)
(547)
(19,238)
–
(5,512)
(364)
(7,142)
(594)
(2,972)
(3,282)
(91)
(721)
(15,166)
10,458
410
5,107
735
4,228
10,480
(22)
10,458
2,717
18,108
64
739
823
180
5,795
1,303
707
30,436
284
2,301
1,475
4,166
286
13
2,727
3,821
15,073
344
15,417
(8,875)
(2,560)
(61)
(6,687)
(613)
(438)
(19,234)
(171)
(3,988)
(324)
(9,433)
(607)
(2,276)
(6,621)
(88)
(685)
(20,034)
6,414
409
5,096
601
332
6,438
(24)
6,414
Directors
The financial statements on pages 74 to 131 were authorised for issue by the Directors on 10 April 2018 and are subject to the approval of the shareholders at
the AGM on 15 June 2018.
76
Tesco PLC Annual Report and Financial Statements 2018
Group statement of changes in equity
At 25 February 2017
Profit/(loss) for the year
Other comprehensive
income/(loss)
Change in fair value of
available-for-sale financial
assets and investments
Currency translation differences
Remeasurements of defined
benefit pension schemes
Gains/(losses) on cash flow
hedges
Tax relating to components of
other comprehensive income
Total other comprehensive
income/(loss)
Total comprehensive
income/(loss)
Transactions with owners
Purchase of treasury shares
Share-based payments
Issue of shares
Dividends
Changes in non-controlling
interests
Tax on items charged to equity
Total transactions with owners
At 24 February 2018
At 27 February 2016
Profit/(loss) for the year
Other comprehensive
income/(loss)
Change in fair value of
available-for-sale financial
assets and investments
Currency translation differences
Remeasurements of defined
benefit pension schemes
Gains/(losses) on cash flow
hedges
Tax relating to components of
other comprehensive income
Total other comprehensive
income/(loss)
Total comprehensive
income/(loss)
Transactions with owners
Purchase of treasury shares
Share-based payments
Issue of shares
Dividends
Tax on items charged to equity
Total transactions with owners
At 25 February 2017
Share
capital
£m
Share
premium
£m
Other
reserves
£m
409
–
5,096
–
40
–
–
–
–
–
–
–
–
–
–
1
–
–
–
–
–
–
–
–
–
–
–
11
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
1
410
–
11
5,107
–
–
40
All other reserves
Capital
redemption
reserve
£m
Hedging
reserve
£m
Translation
reserve
£m
16
–
217
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
16
–
–
–
(198)
21
(177)
(177)
–
–
–
–
–
–
–
40
350
–
–
314
–
–
(9)
305
305
–
–
–
–
–
–
–
655
Treasury
shares
Retained
earnings
£m
(22)
–
£m
332
1,206
Non-
controlling
interests
£m
(24)
2
Total
£m
6,438
1,206
(62)
(62)
–
3,265
314
3,265
–
(198)
(544)
(532)
2,659
2,787
3,865
3,993
–
105
–
(80)
–
(14)
125
12
(80)
–
–
5
–
–
–
5
7
–
–
–
–
(5)
–
–
–
–
–
–
–
(14)
20
–
–
–
–
6
(16)
6
31
4,228
6
49
10,480
–
(5)
(22)
6
44
10,458
All other reserves
Share
capital
£m
407
–
Share
premium
£m
5,095
–
Other
reserves
£m
40
–
Capital
redemption
reserve
£m
16
–
Hedging
reserve
£m
211
–
Translation
reserve
£m
(401)
–
Treasury
shares
Retained
earnings
£m
(7)
–
£m
3,265
(40)
Non-
controlling
interests
£m
(10)
(14)
Total
£m
8,626
(40)
Total
equity
£m
6,414
1,208
(62)
319
3,265
(198)
(532)
2,792
4,000
(14)
125
12
(80)
(5)
Total
equity
£m
8,616
(54)
80
764
(3,567)
1
556
(2,166)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
2
–
–
2
409
–
–
1
–
–
1
5,096
–
–
–
–
–
–
–
–
–
–
–
–
–
40
–
–
–
–
–
–
–
–
–
–
–
–
–
16
–
–
–
1
5
6
6
–
–
–
–
–
–
217
–
764
–
–
(13)
751
751
–
–
–
–
–
–
350
–
–
–
–
–
–
–
(24)
9
–
–
–
(15)
(22)
The notes on pages 79 to 131 form part of these financial statements.
80
80
–
(3,567)
764
(3,567)
–
1
564
556
(2,923)
(2,166)
–
–
–
–
–
–
(2,963)
(2,206)
(14)
(2,220)
–
28
–
–
2
30
332
(24)
37
3
–
2
18
6,438
–
–
–
–
–
–
(24)
(24)
37
3
–
2
18
6,414
77
Tesco PLC Annual Report and Financial Statements 2018Financial statements Group cash flow statement
Cash flows generated from/(used in) operating activities
Operating profit/(loss) of continuing operations
Operating profit/(loss) of discontinued operations
Depreciation and amortisation
(Profit)/loss arising on sale of property, plant and equipment and intangible assets
(Profit)/loss arising on sale of subsidiaries and other investments
(Profit)/loss arising on sale of joint ventures and associates
Impairment loss on goodwill
Net impairment loss/(reversal) on other investments
Net impairment loss/(reversal) on property, plant and equipment, intangible assets and investment property
Adjustment for non-cash element of pensions charge
Additional contribution into pension schemes
Share-based payments
Tesco Bank fair value movements included in operating profit
Retail (increase)/decrease in inventories
Retail (increase)/decrease in development stock
Retail (increase)/decrease in trade and other receivables
Retail increase/(decrease) in trade and other payables
Retail increase/(decrease) in provisions
Retail (increase)/decrease in working capital
Tesco Bank (increase)/decrease in loans and advances to customers
Tesco Bank (increase)/decrease in trade and other receivables
Tesco Bank increase/(decrease) in customer and bank deposits, trade and other payables
Tesco Bank increase/(decrease) in provisions
Tesco Bank (increase)/decrease in working capital
Cash generated from/(used in) operations
Interest paid
Corporation tax (paid)/received
Net cash generated from/(used in) operating activities
Cash flows generated from/(used in) investing activities
Proceeds from sale of property, plant and equipment, investment property, intangible assets and non-current assets
classified as held for sale
Purchase of property, plant and equipment, investment property and non-current assets classified as held for sale
Purchase of intangible assets
Disposal of subsidiaries, net of cash disposed
Acquisition of subsidiaries, net of cash acquired
Proceeds from sale of joint ventures and associates
Net (increase)/decrease in loans to joint ventures and associates
Investments in joint ventures and associates
Net (investments in)/proceeds from sale of short-term investments
Net (investments in)/proceeds from sale of other investments
Dividends received from joint ventures and associates
Interest received
Net cash generated from/(used in) investing activities
Cash flows generated from/(used in) financing activities
Proceeds from issue of ordinary share capital
Increase in borrowings
Repayment of borrowings
Net cash flows from derivative financial instruments
Repayments of obligations under finance leases
Dividends paid to equity owners
Net cash generated from/(used in) financing activities
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Effect of foreign exchange rate changes
Cash and cash equivalents including cash held in disposal group at the end of the year
Cash held in disposal group
Cash and cash equivalents at the end of the year
The notes on pages 79 to 131 form part of these financial statements.
52 weeks
2018
£m
52 weeks
2017
£m
Notes
1,837
–
1,295
(66)
(165)
(23)
–
(22)
(167)
4
(245)
113
156
55
21
(1)
278
132
485
(1,738)
30
1,821
(6)
107
3,309
(351)
(176)
2,782
1,017
(117)
1,304
(78)
3
(5)
46
(12)
(5)
7
(248)
15
98
124
16
(74)
510
11
587
(1,529)
(24)
1,474
25
(54)
2,558
(522)
(47)
1,989
253
512
(1,440)
(197)
66
(27)
23
–
(21)
1,697
236
26
50
666
11
313
(3,721)
253
(10)
(82)
(3,236)
212
3,832
15
4,059
–
4,059
(1,205)
(169)
205
(25)
–
15
–
736
141
28
41
279
1
185
(2,036)
475
(12)
–
(1,387)
881
3,082
(131)
3,832
(11)
3,821
27
27
31
28
8
7
18
78
Tesco PLC Annual Report and Financial Statements 2018
Notes to the Group financial statements
Note 1 Accounting policies, judgements and estimates
General information
Tesco PLC (the Company) is a public limited company incorporated
and domiciled in the United Kingdom (UK) under the Companies Act 2006
(Registration number 445790). The address of the registered office is
Tesco House, Shire Park, Kestrel Way, Welwyn Garden City AL7 1GA, UK.
The main activities of the Company and its subsidiaries (together, the Group)
are those of retailing and retail banking.
Basis of preparation
The consolidated Group financial statements have been prepared in
accordance with International Financial Reporting Standards (IFRS) as
endorsed by the European Union (EU), and those parts of the Companies Act
2006 applicable to companies reporting under IFRS. The consolidated Group
financial statements are presented in Pounds Sterling, generally rounded
to the nearest million. They are prepared on the historical cost basis, except
for certain financial instruments, share-based payments, customer loyalty
programmes and pension assets that have been measured at fair value.
The Directors have, at the time of approving the financial statements,
a reasonable expectation that the Company and the Group have adequate
resources to continue in operational existence for the foreseeable future.
Thus they continue to adopt the going concern basis of accounting in
preparing the financial statements. Further detail is contained within the
going concern statement included in the Directors’ report on page 66.
The accounting policies set out below have been applied consistently to
all periods presented in these consolidated financial statements.
Basis of consolidation
The consolidated Group financial statements consist of the financial
statements of the ultimate Parent Company (Tesco PLC), all entities
controlled by the Company (its subsidiaries) and the Group’s share of
its interests in joint ventures and associates.
The financial year represents the 52 weeks ended 24 February 2018 (prior
financial year 52 weeks ended 25 February 2017). For the UK and the Republic
of Ireland (UK & ROI), the results are for the 52 weeks ended 24 February
2018 (prior financial year 52 weeks ended 25 February 2017). For all other
operations, the results are for the calendar year ended 28 February 2018
(prior calendar year ended 28 February 2017).
Subsidiaries
Subsidiaries are consolidated in the Group’s financial statements from
the date that control commences until the date that control ceases.
Intragroup balances and any unrealised gains and losses or income and
expenses arising from intragroup transactions are eliminated in preparing
the consolidated financial statements.
Joint ventures and associates
The Group’s share of the results of joint ventures and associates is included
in the Group income statement and Group statement of comprehensive
income/(loss) using the equity method of accounting. 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.
If the Group’s share of losses in a joint venture or associate equals or
exceeds its investment in the joint venture or associate, the Group does not
recognise further losses, unless it has incurred obligations to do so or made
payments on behalf of the joint venture or associate. Dividends received
from joint ventures or associates with nil carrying value are recognised in the
income statement as part of the Group’s share of post-tax profits/(losses)
of joint ventures and associates.
Unrealised gains arising from transactions with joint ventures and associates
are eliminated to the extent of the Group’s interest in the entity.
Revenue
Revenue comprises the fair value of consideration received or
receivable for the sale of goods and services in the ordinary course of the
Group’s activities.
Sale of goods
Revenue is recognised when the significant risks and rewards of ownership
of the goods have transferred to the buyer and the amount of revenue can
be measured reliably. Revenue is recorded net of returns, discounts/offers
and value added taxes.
Provision of services
Revenue from the provision of services is recognised when the service is
provided and the revenue can be measured reliably, based on the terms
of the contract.
Where the Group acts as an agent selling goods or services, only the
commission income is included within revenue.
Financial services
Revenue consists of interest, fees and income from the provision of retail
banking and insurance.
Interest income on financial assets that are classified as loans and
receivables is determined using the effective interest rate method.
Calculation of the effective interest rate takes into account fees receivable
that are an integral part of the instrument’s yield, premiums or discounts
on acquisition or issue, early redemption fees and transaction costs.
Fees in respect of services (credit card interchange fees, late payment and
ATM revenue) are recognised as the right to consideration accrues through
the provision of the service to the customer. The arrangements are generally
contractual and the cost of providing the service is incurred as the service
is rendered.
The Group generates commission from the sale and service of motor and
home insurance policies underwritten by Tesco Underwriting Limited, or in
a minority of cases by a third-party underwriter. This is based on commission
rates, which are independent of the profitability of underlying insurance
policies. Similar commission income is also generated from the sale of
white label insurance products underwritten by other third-party providers.
Clubcard, loyalty and other initiatives
The cost of Clubcard and loyalty initiatives is part of the fair value of the
consideration received and is deferred and subsequently recognised over
the period that the awards are redeemed. The deferral is treated as a
deduction from revenue.
The fair value of the points awarded is determined with reference to the
fair value to the customer and considers factors such as redemption via
Clubcard deals versus money-off-in-store and redemption rates.
Rental income
Rental income is recognised in the period in which it is earned, in accordance
with the terms of the lease.
Commercial income
Consistent with standard industry practice, the Group has agreements with
suppliers whereby volume-related allowances, promotional and marketing
allowances and various other fees and discounts are received in connection
with the purchase of goods for resale from those suppliers. Most of the
income received from suppliers relates to adjustments to a core cost price
of a product, and as such is considered part of the purchase price for that
product. Sometimes receipt of the income is conditional on the Group
performing specified actions or satisfying certain performance conditions
associated with the purchase of the product. These include achieving agreed
purchases or sales volume targets and providing promotional or marketing
materials and activities or promotional product positioning. While there is no
standard industry definition, these amounts receivable from suppliers
in connection with the purchase of goods for resale are generally termed
commercial income.
Commercial income is recognised when earned by the Group, which occurs
when all obligations conditional for earning income have been discharged,
and the income can be measured reliably based on the terms of the
contract. The income is recognised as a credit within cost of sales. Where
the income earned relates to inventories which are held by the Group at
period ends, the income is included within the cost of those inventories,
and recognised in cost of sales upon sale of those inventories.
Amounts due relating to commercial income are recognised within trade and
other receivables, except in cases where the Group currently has a legally
enforceable right of set-off and intends to offset amounts due from suppliers
against amounts owed to those suppliers, in which case only the net amount
receivable or payable is recognised. Accrued commercial income is recognised
within accrued income when commercial income earned has not been
invoiced at the balance sheet date.
79
Tesco PLC Annual Report and Financial Statements 2018Financial statements Notes to the Group financial statements continued
Note 1 Accounting policies, judgements and estimates
continued
Finance income
Finance income, excluding income arising from financial services,
is recognised in the period to which it relates using the effective interest
rate method.
Property, plant and equipment
Property, plant and equipment is carried at cost less accumulated
depreciation and any recognised impairment in value. Property, plant and
equipment is depreciated on a straight-line basis to its residual value over
its anticipated useful economic life.
The following depreciation rates are applied for the Group:
Finance costs
Finance 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. All other
borrowing costs are recognised in the Group income statement in finance
costs, excluding those arising from financial services, in the period in which
they occur. For Tesco Bank, finance cost on financial liabilities is determined
using the effective interest rate method and is recognised in cost of sales.
Business combinations and goodwill
The Group accounts for all business combinations by applying the acquisition
method. All acquisition-related costs are expensed.
On acquisition, the assets (including intangible assets), liabilities and
contingent liabilities of an acquired entity are measured at their fair values.
Non-controlling interests are stated at the non-controlling interests’
proportion of the fair values of the assets and liabilities recognised.
Goodwill arising on consolidation represents the excess of the consideration
transferred over the net fair value of the Group’s share of the net assets,
liabilities and contingent liabilities of the acquired subsidiary, joint venture
or associate and the fair value of the non-controlling interest in the acquiree.
If the consideration is less than the fair value of the Group’s share of the net
assets, liabilities and contingent liabilities of the acquired entity (i.e. a bargain
purchase), the difference is credited to the Group income statement in the
period of acquisition.
At the acquisition date of a subsidiary, goodwill acquired is recognised as
an asset and is allocated to each of the cash-generating units expected to
benefit from the business combination’s synergies and to the lowest level at
which management monitors the goodwill. Goodwill arising on the acquisition
of joint ventures and associates is included within the carrying value of the
investment. On disposal of a subsidiary, joint venture or associate, the
attributable amount of goodwill is included in the determination of the
profit or loss on disposal.
Where the Group obtains control of a joint venture or associate, the
Group’s previously held interests in the acquired entity is remeasured to its
acquisition date fair value and the resulting gain or loss, if any, is recognised
in the Group income statement.
Cloud software licence agreements
Licence agreements to use cloud software are treated as service contracts
and expensed in the Group income statement, unless the Group has both
a contractual right to take possession of the software at any time without
significant penalty, and the ability to run the software independently of the
host vendor. In such cases the licence agreement is capitalised as software
within intangible assets.
Intangible assets
Intangible assets, such as software and pharmacy licences, are measured
initially at acquisition cost or costs incurred to develop the asset. Intangible
assets acquired in a business combination are recognised at fair value at
the acquisition date.
Following initial recognition, intangible assets with finite useful lives are
carried at cost less accumulated amortisation and accumulated impairment
losses. They are amortised on a straight-line basis over their estimated
useful lives, at 10%–25% of cost per annum.
Research costs are expensed as incurred. Development expenditure
incurred on an individual project is capitalised only if specific criteria
are met.
– 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; and
– fixtures and fittings, office equipment and motor vehicles – at rates varying
from 10% to 33%.
Assets held under finance leases are depreciated over their expected useful
lives on the same basis as owned assets or, when shorter, over the term of
the relevant lease.
Impairment of non-financial assets
Goodwill is reviewed for impairment at least annually by assessing the
recoverable amount of each cash-generating unit to which the goodwill
relates. The recoverable amount is the higher of fair value less costs of
disposal, and value in use. 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 the Group
income statement and is not subsequently reversed.
For all other non-financial assets (including intangible assets and property,
plant and equipment) the Group performs impairment testing where there
are indicators of impairment. If such an indicator exists, the recoverable
amount of the asset is estimated in order to determine the extent of the
impairment loss (if any). Where the asset does not generate cash flows that
are independent from other assets, the Group estimates the recoverable
amount of the cash-generating unit to which the asset belongs.
The recoverable amount is the higher of value in use and fair value less costs
of disposal. If the recoverable amount of an asset (or cash-generating unit)
is estimated to be less than its carrying amount, the carrying amount of the
asset (or cash-generating unit) is reduced to its recoverable amount. An
impairment loss is recognised immediately in the Group income statement.
Where an impairment loss subsequently reverses, the carrying amount of
the asset (or cash-generating unit) is increased to the revised estimate of
the recoverable amount, but so that the increased carrying amount does
not exceed the carrying amount that would have been determined if no
impairment loss had been recognised for the asset (or cash-generating
unit) in prior years. A reversal of an impairment loss is recognised
immediately as a credit to the Group income statement.
Investment property
Investment property assets are carried at cost less accumulated
depreciation and any recognised impairment in value. The depreciation
policies for investment property are consistent with those described for
property, plant and equipment.
Short-term and other investments
Short-term and other investments in the Group balance sheet comprise
receivables, loan receivables and available-for-sale financial assets.
Receivables and loan receivables are recognised at amortised cost.
Available-for-sale financial assets are recognised at fair value.
Refer to the financial instruments accounting policy for further detail.
Inventories
Inventories comprise goods and development properties held for resale.
Inventories are valued at the lower of cost and fair value less costs to sell
using the weighted average cost basis. Directly attributable costs and
incomes (including applicable commercial income) are included in the cost
of inventories.
Cash and cash equivalents
Cash and cash equivalents in the Group balance sheet consist of cash at
bank, in hand, demand deposits with banks, loans and advances to banks,
certificates of deposits and other receivables together with short-term
deposits with an original maturity of three months or less.
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Tesco PLC Annual Report and Financial Statements 2018 Note 1 Accounting policies, judgements and estimates
continued
Non-current assets held for sale and discontinued operations
Non-current assets (or disposal groups) are classified as assets held for sale
when their carrying amount is to be recovered principally through a sale
transaction and a sale is considered highly probable. They are stated at
the lower of carrying amount and fair value less costs to sell.
Discontinued operations
In accordance with IFRS 5 ‘Non-current Assets Held for Sale and
Discontinued Operations’, the net results of discontinued operations are
presented separately in the Group income statement (and the comparatives
restated) and the assets and liabilities of these operations are presented
separately in the Group balance sheet. Refer to Note 7 for further details.
Leases
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.
The Group as a lessor
Amounts due from lessees under finance leases are recorded as receivables
at the amount of the Group’s net investment in the leases. Finance lease
income is allocated to accounting periods so as to reflect a constant
periodic rate of return on the Group’s net investment in the lease. Rental
income from operating leases is recognised on a straight-line basis over
the term of the lease.
The Group as a lessee
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 is included in the Group balance sheet as a finance lease obligation.
Lease payments are apportioned between finance charges and a reduction
of the lease obligations so as to achieve a constant rate of interest on the
remaining balance of the liability. Finance charges are charged to the Group
income statement. Rentals payable under operating leases are charged to
the Group income statement on a straight-line basis over the term of
the lease.
Sale and leaseback
A sale and leaseback transaction is one where the Group sells an asset and
immediately reacquires the use of the asset by entering into a lease with
the buyer.
For sale and finance leasebacks, any profit from the sale is deferred and
amortised over the lease term. For sale and operating leasebacks, generally
the assets are sold at fair value, and accordingly the profit or loss from the
sale is recognised immediately in the Group income statement.
Post-employment obligations
For defined benefit plans, obligations are measured at discounted present
value (using the projected unit credit method) while plan assets are recorded
at fair value.
The operating and financing costs of such plans are recognised separately
in the Group 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 Group statement of comprehensive income/(loss).
Payments to defined contribution schemes are recognised as an expense
as they fall due.
Share-based payments
The fair value of employee share option plans is calculated at the grant date
using the Black-Scholes or Monte Carlo model. The resulting cost is charged
to the Group income statement over the vesting period. The value of the
charge is adjusted to reflect expected and actual levels of vesting.
Taxation
The tax expense included in the Group income statement consists of
current and deferred tax.
Current tax is the expected tax payable on the taxable income for the
financial year, using tax rates enacted or substantively enacted by the balance
sheet date. Tax expense is recognised in the Group income statement except
to the extent that it relates to items recognised in the Group statement
of comprehensive income/(loss) or directly in the Group statement of
changes in equity, in which case it is recognised in the Group statement
of comprehensive income/(loss) or directly in the Group statement of
changes in equity, respectively.
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 realised based on the tax
rates that have been enacted or substantively enacted by the balance sheet
date. Deferred tax is charged or credited in the Group income statement,
except when it relates to items charged or credited directly to the Group
statement of changes in equity or the Group statement of comprehensive
income/(loss), in which case the deferred tax is also recognised in equity,
or other comprehensive income, respectively.
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 assets
to be recovered.
Deferred tax assets and liabilities are offset against each other when there
is a legally enforceable right to set off current taxation assets against current
taxation liabilities and it is the intention to settle these on a net basis.
Tax provisions are recognised for uncertain tax positions where a risk
of an additional tax liability has been identified and it is probable that the
Group will be required to settle that tax. Measurement is dependent on
management’s expectation of the outcome of decisions by tax authorities
in the various tax jurisdictions in which the Group operates. This is assessed
on a case by case basis using in-house tax experts, professional firms and
previous experience. Refer to Note 6.
Foreign currencies
The consolidated financial statements are presented in Pounds Sterling,
which is the ultimate Parent Company’s functional currency.
Transactions in foreign currencies are translated to the functional currency
at the exchange rate on the date of the transaction. At each balance sheet
date, monetary assets and liabilities that are denominated in foreign
currencies are retranslated to the functional currency at the rates prevailing
on the balance sheet date. Exchange differences are recognised in the Group
income statement in the period in which they arise, apart from exchange
differences on transactions entered into to hedge certain foreign currency
risks, and exchange differences on monetary items forming part of the net
investment in a foreign operation.
The assets and liabilities of the Group’s foreign operations are translated
into Pounds Sterling at exchange rates prevailing at the balance sheet date.
Profits and losses are translated at average exchange rates for the relevant
accounting periods. Exchange differences arising are recognised in the
Group statement of comprehensive income/(loss) and are included in the
Group’s translation reserve. Such translation differences are recognised as
income or expenses in the period in which the operation is disposed of.
Goodwill and fair value adjustments arising on the acquisition of a foreign
entity are treated as assets and liabilities of the foreign entity and translated
at the closing rate.
81
Tesco PLC Annual Report and Financial Statements 2018Financial statements Notes to the Group financial statements continued
Note 1 Accounting policies, judgements and estimates
continued
Financial instruments
Financial assets and financial liabilities are recognised in the Group balance
sheet when the Group becomes a party to the contractual provisions of
the instrument.
Trade receivables
Trade receivables are non interest-bearing and are recognised initially at fair
value, and subsequently at amortised cost using the effective interest rate
method, less provision for impairment.
Investments
Investments are recognised at trade date. Investments are classified as
either held for trading or available-for-sale, and are recognised at fair value.
For available-for-sale investments, gains and losses arising from changes in
fair value are recognised directly in other comprehensive income, until
the security is disposed of or is determined to be impaired, at which time
the cumulative gain or loss previously recognised in other comprehensive
income is included in the Group income statement for the period. Interest
calculated using the effective interest rate method is recognised in the
Group income statement. Dividends on an available-for-sale equity
instrument are recognised in the Group income statement when the
entity’s right to receive payment is established.
Loans and advances to customers
Loans and advances are initially recognised at fair value plus directly related
transaction costs. Subsequent to initial recognition, these assets are carried
at amortised cost using the effective interest method less any impairment
losses. Income from these financial assets is calculated on an effective yield
basis and is recognised in the Group income statement.
Impairment of loans and advances to customers
The Group’s loan impairment provisions are established to recognise
incurred impairment losses in its portfolio of loans classified as loans and
receivables and carried at amortised cost. At each balance sheet date,
management reviews the carrying amounts of its loans and advances to
determine whether there is any indication that those assets have suffered
an impairment loss.
If there is objective evidence that an impairment loss on a financial asset or
group of financial assets classified as loans and advances has been incurred,
management measures the amount of the loss as the difference between
the carrying amount of the asset or group of assets and the present value of
estimated future cash flows from the asset or group of assets discounted at
the effective interest rate of the instrument at initial recognition. Impairment
losses are assessed individually for financial assets that are individually
significant and collectively for assets that are not individually significant.
In making collective assessments of impairment, financial assets are grouped
into portfolios on the basis of similar risk characteristics.
Loan impairment provisions are established on a portfolio basis using
statistical methodology taking into account the level of arrears, security,
past loss experience, credit quality and defaults based on portfolio trends.
The portfolios include mortgages, credit card receivables, personal current
accounts and personal loans. The future credit quality of these portfolios is
subject to uncertainties that could cause actual credit losses to differ
materially from reported loan impairment provisions. These uncertainties
include the economic environment, notably interest rates and their effect
on customer spending, the unemployment level, payment behaviour and
bankruptcy trends.
Impairment losses are recognised in the Group income statement and the
carrying amount of the financial asset or group of financial assets is reduced
by establishing an allowance for impairment losses. If in a subsequent period
the amount of the impairment loss reduces and the reduction can be
ascribed to an event after the impairment was recognised, the previously
recognised loss is reversed by adjusting the allowance. Once an impairment
loss has been recognised on a financial asset or group of financial assets,
interest income is recognised on the carrying amount using the rate of
interest at which estimated future cash flows were discounted in
measuring impairment.
Interest-bearing borrowings
Interest-bearing bank loans and overdrafts are initially recorded at
fair value, net of attributable transaction costs. Subsequent to initial
recognition, interest-bearing borrowings are stated at amortised cost
with any difference between proceeds and redemption value being
recognised in the Group income statement over the period of the
borrowings on an effective interest basis.
Trade payables
Trade payables are non interest-bearing and are recognised initially at
fair value and subsequently measured at amortised cost using the effective
interest method.
Equity instruments
Equity instruments issued by the Group are recorded at the proceeds
received, net of direct issue costs.
Derivative financial instruments and hedge accounting
The Group uses derivative financial instruments to hedge its exposure to
foreign exchange, interest rate and commodity risks arising from operating,
financing and investing activities. The Group does not hold or issue derivative
financial instruments for trading purposes; however, if derivatives do not
qualify for hedge accounting they are accounted for as such.
Derivative financial instruments are recognised and stated at fair value.
Where derivatives do not qualify for hedge accounting, any gains or losses on
remeasurement are immediately recognised in the Group income statement.
Where derivatives qualify for hedge accounting, recognition of any resultant
gain or loss depends on the nature of the hedge relationship and the item
being hedged. In order to qualify for hedge accounting, the Group is required
to document from inception the relationship between the item being hedged
and the hedging instrument.
The Group is also required to document and demonstrate an assessment
of the relationship between the hedged item and the hedging instrument,
which shows that the hedge will be highly effective on an ongoing basis.
This effectiveness testing is performed at each reporting period to assess
whether the hedge remains highly effective.
Derivative financial instruments with maturity dates of more than one year
from the balance sheet date are disclosed as non-current.
Fair value hedging
Derivative financial instruments are classified as fair value hedges when
they hedge the Group’s exposure to changes in the fair value of a recognised
asset or liability. Changes in the fair value of derivatives that are designated
and qualify as fair value hedges are recorded in the Group income statement
together with any changes in the fair value of the hedged item that is
attributable to the hedged risk.
Cash flow hedging
Derivative financial instruments are classified as cash flow hedges when
they hedge the Group’s exposure to variability in cash flows that are either
attributable to a particular risk associated with a recognised asset or liability,
or a highly probable forecasted transaction. The effective element of any
gain or loss from remeasuring the derivative instrument is recognised
directly in the Group statement of comprehensive income/(loss).
The associated cumulative gain or loss is reclassified from other
comprehensive income and recognised in the Group income statement in
the same period or periods during which the hedged transaction affects the
Group income statement. The classification of the effective portion when
recognised in the Group income statement is the same as the classification
of the hedged transaction. Any element of the remeasurement of the
derivative instrument that does not meet the criteria for an effective hedge
is recognised immediately in the Group income statement within finance
income or costs.
Hedge accounting is discontinued when the hedging instrument expires or
is sold, terminated or exercised, or if a voluntary de-designation takes place
or it no longer qualifies for hedge accounting. At that point in time, any
cumulative gain or loss on the hedging instrument recognised in equity is
retained in the Group statement of changes in equity until the forecast
transaction occurs or the original hedged item affects the Group income
statement. If a forecast hedged transaction is no longer expected to occur,
the net cumulative gain or loss recognised in the Group statement of
changes in equity is reclassified to the Group income statement.
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Tesco PLC Annual Report and Financial Statements 2018 Note 1 Accounting policies, judgements and estimates
continued
Financial instruments continued
Net investment hedging
Derivative financial instruments are classified as net investment hedges
when they hedge the Group’s net investment in an overseas operation.
The effective element of any foreign exchange gain or loss from remeasuring
the derivative instrument is recognised directly in other comprehensive
income. Any ineffective element is recognised immediately in the Group
income statement. Gains and losses accumulated in other comprehensive
income are included in the Group income statement when the foreign
operation is disposed of.
Offsetting financial instruments
Financial assets and liabilities are offset and the net amount reported in the
Group balance sheet when there is a current legally enforceable right to
offset the recognised amounts and there is an intention to settle on a net
basis or realise the asset and settle the liability simultaneously.
Provisions
Provisions are measured at the present value of the expenditures expected
to be required to settle the obligation using a pre-tax discount rate that
reflects current market assessments of the time value of money and the
risks specific to the obligation. The increase in the provision due to passage
of time is recognised as interest expense.
Provisions for onerous leases are recognised when the Group believes that
the unavoidable costs of meeting or exiting the lease obligations exceed the
economic benefits expected to be received under the lease.
Judgements and sources of estimation uncertainty
The preparation of the consolidated Group financial statements requires
management to make judgements, estimates and assumptions in applying
the Group’s accounting policies to determine the reported amounts of
assets, 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. Actual results
may differ from these estimates. The estimates and underlying assumptions
are reviewed on an ongoing basis, with revisions to accounting estimates
applied prospectively.
Critical accounting judgements
Critical judgements, apart from those involving estimations, that are applied
in the preparation of the consolidated financial statements are discussed below:
Joint ventures and associates
The Group has assessed the nature of its joint arrangements under
IFRS 11 ‘Joint arrangements’ and determined them to be joint ventures.
This assessment required the exercise of judgement as set out in Note 13.
Management has applied judgement in determining that Gain Land Limited
(Gain Land) is an associate of the Group. The Group has significant influence by
virtue of holding a 20% equity interest which presumes significant influence per
IAS 28, together with having a contractual right to appoint two out of 10
Directors, while taking into account that the remaining 80% interest is held by
one other party.
Equity transactions with joint venture partners
During the year the Group unwound its joint venture with British Land Co PLC
(British Land). As part of the unwind, the Group obtained sole control of BLT
Properties Ltd and seven stores, while British Land obtained sole control of
BLT Holdings (2010) Ltd and two stores.
The Group is an equity partner in several joint ventures. Where the Group
acquires the other partner’s interests in the joint venture, management
applies judgement in determining whether the transaction is accounted
for as a business combination or as an asset acquisition. Factors considered
in making this determination include whether the property management
services in the joint venture are significant processes, and whether
substantially all of the consideration paid relates to the fair value of purchased
properties. For transactions accounted for as business combinations where
the Group leases properties in the joint venture, management further
considers whether increases in valuation of the properties above vacant
possession value are attributable to the value of the lease contract or reflect
residual goodwill.
Management exercised judgement in accounting for the Group’s acquisition
of BLT Properties Ltd as an asset acquisition, since substantially all of the
purchase price related to the fair value of the seven stores purchased.
The sale of shares in BLT Holdings (2010) Ltd was accounted for as a sale
of an investment. Refer to Note 4.
Structured entities
Management has applied judgement in determining whether the Group
has control over any structured entities involved in the Group’s credit
card securitisations and retail property transactions. Refer to Note 13
for additional disclosures.
Leases
Management exercises judgement in determining the classification of
leases as finance or operating leases at inception of the lease. Management
considers the likelihood of exercising break clauses or extension options in
determining the lease term. Where the lease term constitutes substantially
all of the economic life of the asset, or where the present value of minimum
lease payments amount to substantially all of the fair value of the property,
the lease is classified as a finance lease. All other leases are classified as
operating leases.
Management further applies judgement in determining the accounting
treatment of the sale and leaseback transactions. Factors considered
include the substance of the transaction (by applying the lease classification
principles described above) whether or not the sale was made at the asset’s fair
value and the relationship with the buyer, which is based on levels of control and
influence (the buyer may be an associate, joint venture or an unrelated party).
Refer to Note 34 for additional disclosures on judgements made relating
to operating leases including those arising from sale and leasebacks.
Classification of mall properties
Management exercises judgement in determining the appropriate
classification of shopping malls as investment properties or property, plant
and equipment. Factors considered in making this determination include the
level of services provided to tenants, who manages the mall and any shared
facilities, the proportion of sublet space to own-use space and the variability
of earnings from the property.
Determination of cash-generating units
The Group has determined each store as a separate cash-generating unit
for impairment testing. Refer to Note 11.
Operating segments
Management has assessed the retail operations in different countries and
determined that they share similar economic characteristics, products,
customers and supply chain operations. The retail operations have therefore
been aggregated in the UK & ROI, Central Europe and Asia segments, in
line with the way they are managed below the Chief Operating Decision
Maker (CODM).
Tesco Bank operates in a different industry and reports separately hence
is a separate segment.
Discontinued operations
Management has applied judgement in presenting the Group’s retail
operations in Turkey as a discontinued operation. Management consider
the retail operations in Turkey as an operating segment, one level below the
reportable Retail Central Europe segment. Management further considered
previous treatment of similar disposals in China and Korea as discontinued
operations. Refer to Note 7.
Alternative performance measures (APMs) – Exceptional items
Management exercises judgement in determining the adjustments to apply
to IFRS measurements in order to derive APMs which provide additional
useful information on the underlying trends, performance and position of
the Group. This assessment covers the nature of the item, cause of occurrence
and the scale of impact of that item on reported performance. Reversals
of previous exceptional items are assessed based on the same criteria.
A breakdown of the exceptional items included in the Group income statement,
together with the impact of these items on the Group cash flow statement,
is disclosed in Note 4 to the consolidated financial statements.
Refer to pages 150 to 153 for further details on the Group’s APMs.
83
Tesco PLC Annual Report and Financial Statements 2018Financial statements Notes to the Group financial statements continued
Uncertain tax provisions
The Group was previously exposed to variability in the resolution of tax
exposures relating to Korea. Since these exposures have been resolved in
the current year, the risk of material adjustment relating to uncertain tax
provisions is viewed as not significant.
Inventories
An inventory provision is booked for cases where the realisable value from
sale of the inventory is estimated to be lower than the inventory carrying
value. Management has estimated the inventory provisioning percentage
for different product categories based on various factors, including the
expected sales profiles of the items, the prevailing sales prices, the item’s
seasonality pattern and expected losses associated with slow-moving
inventory items.
Contingent liabilities
Contingent liabilities are possible obligations whose existence will be
confirmed only on the occurrence or non-occurrence of uncertain future
events outside the Group’s control, or present obligations that are not
recognised because it is not probable that a settlement will be required or
the value of such a payment cannot be reliably estimated. The Group does
not recognise contingent liabilities but discloses them. Refer to Note 32 for
the disclosures.
Amendments to accounting standards effective for the current year
The following amendments were adopted in the current year:
– Amendments to IAS 7 ‘Statement of Cash Flows’ – Disclosure Initiative
– Amendments to IAS 12 ‘Income Taxes’ – Recognition of Deferred Tax Assets
for Unrealised Losses
The adoption of these amendments does not have a material impact on
the Group financial statements. Additional disclosures have been given
where relevant.
Standards issued but not yet effective
At the date of authorisation of these financial statements, the Group has
not applied the following standards that have been issued but are not yet
effective. The Group has not adopted any new or amended standards early.
IFRS 9 ‘Financial Instruments’
IFRS 9 ‘Financial Instruments’ replaces IAS 39 ‘Financial Instruments:
Recognition and Measurement’ with the exception of macro hedge
accounting. The standard will be effective in the Group financial statements
for the 52 weeks ending 23 February 2019. The Group intends to apply the
classification and measurement and impairment requirements of the
standard retrospectively at the transition date of 25 February 2018 by
adjusting the opening balance sheet, with no restatement of comparative
periods. Hedge accounting relationships within the scope of IFRS 9 will
transition prospectively.
The standard covers three elements:
– Classification and measurement: Changes to a more principle based
approach to classify financial assets as either held at amortised cost, fair
value through other comprehensive income (FVOCI) or fair value through
profit or loss, dependent on the business model and cash flow
characteristics of the financial asset;
– Impairment: Moves to an impairment model based on expected credit
losses based on a three stage approach; and
– Hedge accounting: The IFRS 9 hedge accounting requirements are designed
to allow hedge accounting to be more closely aligned with the Group’s
underlying risk management. A new International Accounting Standards
Board (IASB) project is in progress to develop an approach to better reflect
dynamic risk management in entities’ financial statements.
Classification and measurement:
From a review of the Group balance sheet as at 24 February 2018,
the Group expects the following classification changes to take place:
– All financial instruments classified as loans and receivables under IAS 39
will be classified and measured at amortised cost under IFRS 9; and
– All financial instruments classified as available-for-sale under IAS 39
will be classified and measured at FVOCI under IFRS 9.
Note 1 Accounting policies, judgements and estimates
continued
Key sources of estimation uncertainty
The key assumptions about the future, and other key sources of estimation
uncertainty at the reporting period end that may have a significant risk of
causing a material adjustment to the carrying amount of assets and liabilities
within the next financial year are discussed below:
Change in estimate – Post-employment benefit obligations
The present value of the post-employment benefit obligations depends on
a number of factors that are determined on an actuarial basis using a number
of assumptions. The assumptions used in determining the net cost/(income)
for pensions include the discount rate. Any changes in these assumptions
will impact the carrying amount of post-employment benefit obligations.
During the financial year, the Group has taken actuarial advice and decided to
change the model used for deriving the discount rate assumption for valuing
the Tesco PLC Pension Scheme’s liabilities under IAS 19 ‘Employee Benefits’.
Key assumptions and sensitivities for post-employment benefit obligations
are disclosed in Note 27.
Impairment
a) Impairment of investments
Where there are indicators of impairment or reversals of previous
impairment for investments in joint ventures and associates or other
investments, management performs an impairment test for the investment
based on the higher of value in use and fair value less costs of disposal.
Key estimates and sensitivities for impairment of investments are disclosed
in Note 13.
b) Impairment of property, plant and equipment, software,
other intangible assets and investment property
Where there are indicators of impairment, management performs an
impairment test. Recoverable amounts for cash-generating units are the
higher of fair value less costs of disposal, and value in use. Value in use is
calculated from cash flow projections based on the Group’s three year
internal forecasts. The forecasts are extrapolated to five years based on
management’s expectations, and beyond five years based on estimated
long-term growth rates. Key estimates and sensitivities for impairment
of assets are disclosed in Note 11. Fair value is determined with the
assistance of independent, professional valuers where appropriate.
Commercial income
Management is required to make estimates in determining the amount and
timing of recognition of commercial income (as defined on page 79) for some
transactions with suppliers. In determining the amount of volume-related
allowances recognised in any period, management estimate the probability
that the Group will meet contractual target volumes, based on historical and
forecast performance. There is limited estimation involved in recognising
income for promotional and other allowances.
Management assesses its performance against the obligations conditional
on earning the income, with the income recognised either over time as the
obligations are met, or recognised at the point when all obligations are met,
dependent on the contractual requirements. Commercial income is
recognised as a credit within cost of sales. Where the income earned relates
to inventories which are held by the Group at period ends, the income
is included within the cost of those inventories, and recognised in cost
of sales upon sale of those inventories. Management views that the cost
of inventories sold (which is inclusive of commercial income) provides
a consistent and complete measure of the income statement impact
of the overall supplier relationships.
Management considers the best indicator of the estimation undertaken
is by reference to commercial income balances not settled at the balance
sheet date and has therefore provided additional disclosures of commercial
income amounts reflected in the balance sheet. Refer to Note 20 for
commercial income disclosures.
Property provisions
Property provisions comprise onerous lease provisions, including leases
on unprofitable stores and vacant properties, and other onerous contracts
related to property. These provisions are based on the least net cost of
fulfilling or exiting the contract.
Key estimates and sensitivities for property provisions are disclosed in Note 25.
84
Tesco PLC Annual Report and Financial Statements 2018 Note 1 Accounting policies, judgements and estimates
continued
Standards issued but not yet effective continued
IFRS 9 ‘Financial Instruments’ continued
Impairment:
IFRS 9 requires the Group to recognise expected credit losses (ECL) at all
times, and to update the amount of ECL recognised at each reporting date
to reflect changes in the credit risk of financial assets. The ECL will be
measured under the simplified approach, with the exception of loans and
advances to customers, other investments and joint venture loans, where
the three-stage approach will be applied.
The assessment of credit risk and the estimation of ECL are required
to be unbiased, forward-looking and probability-weighted, determined by
evaluating at the reporting date for each financial asset a range of possible
outcomes using reasonable and supportable information about past events,
current conditions and forecasts of future events and economic conditions.
The estimation of ECL also takes into account the time value of money.
As a result of applying IFRS 9, the impact on opening retained earnings
for the year ended 28 February 2019 for Tesco Bank is expected to be a
reduction of £166m. This reflects the increase in impairment allowance
under the new ECL model, net of deferred tax. The impact of the new
impairment requirements on the Retail business is not material.
Hedge accounting:
The IFRS 9 hedge accounting requirements are designed to allow hedge
accounting to be more closely aligned with financial risk management. A new
IFRS is under development to account for dynamic risk management. As
permitted under IFRS 9, the Group will elect to continue to apply the existing
hedge accounting requirements of IAS 39 for its portfolio hedge accounting
until this new standard is implemented. All other existing hedge relationships
will transition to IFRS 9 on adoption.
IFRS 15 ‘Revenues from Contracts with Customers’
IFRS 15 ‘Revenues from Contracts with Customers’ will be effective in the
Group financial statements for the 52 weeks ending 23 February 2019. The
Group intends to adopt the standard retrospectively, with comparatives
restated from a transition date of 26 February 2017.
IFRS 15 introduces a five-step approach to the timing of revenue recognition
based on performance obligations in customer contracts. The core principle
of IFRS 15 is that an entity should recognise revenue to depict the transfer
of promised goods and services to customers in an amount that reflects the
consideration to which the entity expects to be entitled in exchange for
those goods or services.
The Group recognises revenue from the principal activities of retailing and
associated activities and retail banking and insurance services through Tesco
Bank. For the majority of revenue streams, there is a low level of judgement
applied in determining the consideration or the timing of transfer of control.
As a result, revenue recognition under IFRS 15 will be largely consistent with
current practice.
Revenue streams that will be impacted include Clubcard loyalty points, for
which the fair value of consideration will change, and certain
telecommunication contracts and bespoke contracts fulfilled by dunnhumby,
for which the timing of revenue recognition will change.
IFRS 15 is not expected to result in a material impact to the Retail business.
The impact for Tesco Bank is still under assessment.
IFRS 16 ‘Leases’
IFRS 16 ‘Leases’ will be effective in the Group financial statements for the
53 weeks ending 29 February 2020. The Group intends to adopt the standard
retrospectively, with comparatives restated from a transition date of
25 February 2018.
IFRS 16 provides a single lessee accounting model, requiring lessees to
recognise right-of-use assets and lease liabilities for all applicable leases.
Under IFRS 16, lessees will be required to remeasure the lease liability upon
the occurrence of certain events, such as a change in future lease payments
resulting from a change in an index or rate used to determine those payments.
The lessee will generally recognise the amount of the remeasurement of the
lease liability as an adjustment to the right-of-use asset.
IFRS 16 is expected to have a significant impact on reported assets, liabilities
and income statement of the Group, as well as the classification of cash flows
relating to lease contracts. The standard will impact a number of key measures
such as operating profit and cash generated from operations, as well as a
number of alternative performance measures used by the Group.
The Group’s IFRS 16 Project is governed by a Steering Committee, which
regularly reports progress to the Group Audit Committee. During the current
reporting period, progress has been made in the collation of the additional
lease data required to support IFRS 16 calculations, establishing systems
and processes required for accounting and reporting under IFRS 16 and in
determining the appropriate discount rates to apply to lease payments.
During the next financial year, the Group will finalise this work and set out
accounting policies and procedures for leases. The Group will also establish
a process of parallel reporting for the comparative period. Until the impact
assessment is completed, it is not practical to provide a reasonable estimate
of the financial effect of IFRS 16.
Other standards and amendments
The impacts of the following standards and amendments are still
under assessment:
– Amendments to IFRS 4 – Applying IFRS 9 Financial Instruments with IFRS 4
Insurance Contracts
– IFRS 17 – Insurance Contracts
Other changes to standards and amendments issued but not yet effective are
not expected to have a material impact on the Group financial statements.
Alternative performance measures (APMs)
In the reporting of financial information, the Directors have adopted
various APMs.
These measures are not defined by International Financial Reporting
Standards (IFRS) and therefore may not be directly comparable with other
companies’ APMs, including those in the Group’s industry.
APMs should be considered in addition to, and are not intended to be
a substitute for, or superior to, IFRS measurements.
Purpose
The Directors believe that these APMs assist in providing additional useful
information on the underlying trends, performance and position of the Group.
APMs are also used to enhance the comparability of information between
reporting periods and geographical units (such as like-for-like sales), by
adjusting for non-recurring or uncontrollable factors which affect IFRS
measures, to aid users in understanding the Group’s performance.
Consequently, APMs are used by the Directors and management for
performance analysis, planning, reporting and incentive-setting purposes.
The key APMs that the Group has focused on in the financial year are
as follows:
– Group sales: This is the headline measure of revenue for the Group.
It excludes the impact of sales made at petrol filling stations due to the
significant volatility of fuel prices. This volatility is outside the control
of management and can mask underlying changes in performance.
– Like-for-like sales: This is a widely used indicator of a retailer’s current
trading performance. It is a measure of growth in Group online sales and
sales from stores that have been open for at least a year (but excludes
prior year sales of stores closed during the year) at constant foreign
exchange rates.
– Operating profit before exceptional items: This is the headline measure
of the Group’s performance, and is based on operating profit before the
impact of exceptional items. Exceptional items relate to certain costs or
incomes that derive from events or transactions that fall within the normal
activities of the Group but which, individually or, if of a similar type, in
aggregate, are excluded by virtue of their size and nature in order to
reflect management’s view of the performance of the Group.
– Retail operating cash flow: This is the operating cash flow of continuing
operations, excluding the effects of Tesco Bank’s cash flows.
– Retail free cash flow: Retail free cash flow includes all cash flows from
operating and investing activities for the Retail business, and the market
purchase of shares in relation to share schemes. The following items are
excluded: investing cash flows that increase/decrease items within Net
debt, and cash flows from major corporate acquisitions and disposals.
85
Tesco PLC Annual Report and Financial Statements 2018Financial statements Notes to the Group financial statements continued
Note 1 Accounting policies, judgements and estimates
continued
Alternative performance measures (APMs) continued
Purpose continued
– Net debt: This excludes the net debt of Tesco Bank but includes that
of the discontinued operations to reflect the net debt obligations of
the Retail business.
– Diluted earnings per share from continuing operations before exceptional
items, net pension finance costs and fair value remeasurements on
financial instruments: This relates to profit after tax before exceptional
items from continuing operations, net pension finance costs and fair value
remeasurements on financial instruments attributable to owners of the
parent divided by the weighted average number of ordinary shares in issue
during the financial year adjusted for the effects of potentially dilutive
share options.
Some of the Group’s IFRS measures are translated at constant exchange
rates. Constant exchange rates are the average actual periodic exchange
rates for the previous financial year and are used to eliminate the effects
of exchange rate fluctuations in assessing performance. Actual exchange
rates are the average actual periodic exchange rates for the financial year.
Changes to APMs
During the financial year, the following changes have been applied to the
Group’s APMs:
– Free cash flow has been redefined to include all cash flows from operating
and investing activities, and the market purchase of shares in relation to
share schemes. The following items are excluded: investing cash flows that
increase/decrease items within Group net debt, and cash flows from major
corporate acquisitions and disposals. This measure reflects the cash available
to shareholders. Previously, free cash flow only included capital expenditure
cash flows within investing activities. Retail free cash flow is now considered
a key APM.
– Diluted earnings per share from continuing operations before exceptional
items and net pension finance costs has been replaced with diluted earnings
per share from continuing operations before exceptional items, net pension
finance costs and fair value remeasurements on financial instruments. Fair
value remeasurements are now excluded as they are impacted by changes
to credit risk and various market indices, which can fluctuate significantly.
Also included in these items are fair value remeasurements on financial
instruments resulting from liability management exercises. Other earnings
per share measures before exceptional items are no longer considered
APMs and have been removed.
– Total indebtedness ratio and Fixed charge cover have been included
as new APMs during the year. Earnings before exceptional items, interest,
tax, depreciation, amortisation and rent expense (EBITDAR) has also been
included as it is used to calculate these debt metrics. Total indebtedness
ratio and Fixed charge cover are measures of the Group’s ability to meet
its payment obligations and are widely used by analysts and credit
rating agencies.
Refer to the Glossary (pages 150 to 153) for a full list and comprehensive
descriptions and purpose of the Group’s APMs.
86
Tesco PLC Annual Report and Financial Statements 2018 Note 2 Segmental reporting
The Group’s operating segments are determined based on the Group’s internal reporting to the Chief Operating Decision Maker (CODM). The CODM has
been determined to be the Group Chief Executive, with support from the Executive Committee, as the function primarily responsible for the allocation
of resources to segments and assessment of performance of the segments.
In line with changes in management structure reporting to the CODM, the Group has reassessed its reportable segments and determined that the retailing
and associated activities previously disclosed within the International segment should be segregated between the Central Europe and Asia segments.
The principal activities of the Group are therefore presented in the following segments:
• Retailing and associated activities (Retail) in:
– UK & ROI – the United Kingdom and Republic of Ireland;
– Central Europe – Czech Republic, Hungary, Poland, Slovakia; and
– Asia – Malaysia and Thailand.
• Retail banking and insurance services through Tesco Bank in the UK (Tesco Bank).
This presentation reflects how the Group’s operating performance is reviewed internally by management. Segmental information for the 52 weeks ended
25 February 2017 has been amended accordingly. The amounts disclosed within the Central Europe and Asia segments total the amounts previously disclosed
within the International segment.
Excluded from the segmental information below are the Retail activities of Turkey which have been classified as discontinued operations. Refer to Note 7
for further details.
The CODM uses operating profit before exceptional items, as reviewed at monthly Executive Committee meetings, as the key measure of the segments’
results as it reflects the segments’ underlying performance for the financial year under evaluation. Operating profit before exceptional items is a consistent
measure within the Group as defined within Note 1. Refer to Note 4 for exceptional items. Inter-segment revenue between the operating segments is not material.
Income statement
The segment results and the reconciliation of the segment measures to the respective statutory items included in the Group income statement are as follows:
Total at
constant
exchange
£m
Foreign
exchange
£m
Total
at actual
exchange
£m
52 weeks ended 24 February 2018
At constant exchange rates
Continuing operations
Group sales
Revenue
Operating profit/(loss) before exceptional items*
Exceptional items
Operating profit/(loss)
Operating margin
UK & ROI
£m
38,522
44,775
1,046
141
1,187
2.3%
Central
Europe
£m
5,884
6,109
110
88
198
1.8%
52 weeks ended 24 February 2018
At actual exchange rates
Continuing operations
Group sales
Revenue
Operating profit/(loss) before exceptional items*
Exceptional items
Operating profit/(loss)
Operating margin
Share of post-tax profits/(losses) of joint ventures and associates
Finance income
Finance costs
Profit/(loss) before tax
52 weeks ended 25 February 2017
At actual exchange rates
Continuing operations
Group sales
Revenue
Operating profit/(loss) before exceptional items*
Exceptional items
Operating profit/(loss)
Operating margin
Share of post-tax profits/(losses) of joint ventures and associates
Finance income
Finance costs
Profit/(loss) before tax
Asia
£m
4,692
4,692
282
(20)
262
6.0%
UK & ROI
£m
38,650
44,908
1,053
146
1,199
2.3%
UK & ROI
£m
37,692
43,524
803
(284)
519
1.8%
Tesco
Bank
£m
1,051
1,051
173
(24)
149
16.5%
Central
Europe
£m
6,343
6,585
119
93
212
1.8%
Central
Europe
£m
5,977
6,195
58
132
190
0.9%
* Intercompany recharges totalling £nil (2017: £2m) between continuing operations and the Turkey discontinued operations have been eliminated.
50,149
56,627
1,611
185
1,796
2.8%
Asia
£m
4,947
4,947
299
(22)
277
6.0%
Asia
£m
5,186
5,186
262
(31)
231
5.1%
842
864
33
8
41
Tesco
Bank
£m
1,051
1,051
173
(24)
149
16.5%
Tesco
Bank
£m
1,012
1,012
157
(80)
77
15.5%
50,991
57,491
1,644
193
1,837
2.9%
Total
at actual
exchange
£m
50,991
57,491
1,644
193
1,837
2.9%
(6)
98
(631)
1,298
Total
at actual
exchange
£m
49,867
55,917
1,280
(263)
1,017
2.3%
(107)
109
(874)
145
87
Tesco PLC Annual Report and Financial Statements 2018Financial statements Notes to the Group financial statements continued
Note 2 Segmental reporting continued
Balance sheet
The following tables showing segment assets and liabilities exclude those balances that make up net debt (cash and cash equivalents, short-term investments,
joint venture loans and other receivables, bank and other borrowings, finance lease payables, derivative financial instruments and net debt of the disposal
group). Net debt balances have been included within the unallocated segment to reflect how the Group manages these balances. Intercompany transactions
have been eliminated other than intercompany transactions with Tesco Bank in net debt.
UK & ROI
£m
1,281
13,190
12
3
30
–
19
14,535
2,428
–
–
(7,241)
–
(1,034)
(20)
(263)
(3,261)
95
–
–
5,239
UK & ROI
£m
1,293
12,893
11
–
23
–
601
14,821
2,389
–
–
(7,006)
–
(914)
(7)
(579)
(6,600)
100
–
–
2,204
Central
Europe
£m
36
2,799
1
–
6
–
33
2,875
610
–
–
(853)
–
(110)
(35)
(9)
–
54
–
–
2,532
Central
Europe
£m
44
2,613
1
–
7
–
23
2,688
654
–
–
(799)
–
(80)
(26)
(1)
–
46
–
–
2,482
Asia
£m
271
2,564
586
–
12
–
65
3,498
398
–
–
(1,028)
–
(47)
(32)
(16)
(21)
–
–
–
2,752
Asia
£m
278
2,593
656
–
13
–
83
3,623
394
–
–
(1,152)
–
(45)
(41)
(12)
(21)
–
–
–
2,746
Tesco
Bank
£m
1,073
68
90
857
–
6,885
–
8,973
308
4,637
68
(238)
(10,784)
(77)
(4)
(35)
–
–
–
(288)
2,560
Tesco
Bank
£m
1,102
73
71
810
–
5,795
–
7,851
338
4,166
156
(242)
(8,963)
(84)
(14)
(8)
–
–
–
(722)
2,478
Unallocated
£m
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
(2,625)
(2,625)
Unallocated
£m
–
–
–
13
–
–
–
13
–
–
128
–
–
–
–
–
–
187
(95)
(3,729)
(3,496)
Total
£m
2,661
18,621
689
860
48
6,885
117
29,881
3,744
4,637
68
(9,360)
(10,784)
(1,268)
(91)
(323)
(3,282)
149
–
(2,913)
10,458
Total
£m
2,717
18,172
739
823
43
5,795
707
28,996
3,775
4,166
284
(9,199)
(8,963)
(1,123)
(88)
(600)
(6,621)
333
(95)
(4,451)
6,414
At 24 February 2018
Goodwill, software and other intangible assets
Property, plant and equipment and investment property
Investments in joint ventures and associates
Non-current other investments
Non-current trade and other receivables(a)
Non-current loans and advances to customers
Deferred tax assets
Non-current assets(b)
Inventories and current trade and other receivables(c)
Current loans and advances to customers
Current other investments
Total trade and other payables
Total customer deposits and deposits from banks
Total provisions
Deferred tax liabilities
Net current tax
Post-employment benefits
Assets of the disposal group and classified as held for sale(d)
Liabilities of the disposal group(d)
Net debt (including Tesco Bank)(e)
Net assets
(a) Excludes loans to joint ventures of £138m (2017: £137m) which form part of net debt.
(b) Excludes derivative financial instrument non-current assets of £1,117m (2017: £1,303m).
(c) Excludes net interest and other receivables of £1m (2017: £1m) which form part of net debt.
(d) Excludes net debt of the disposal group of £nil (2017: £(65)m). Refer to Note 7.
(e) Refer to Note 30.
At 25 February 2017
Goodwill, software and other intangible assets
Property, plant and equipment and investment property
Investments in joint ventures and associates
Non-current other investments
Non-current trade and other receivables(a)
Non-current loans and advances to customers
Deferred tax assets
Non-current assets(b)
Inventories and current trade and other receivables(c)
Current loans and advances to customers
Current other investments
Total trade and other payables
Total customer deposits and deposits from banks
Total provisions
Deferred tax liabilities
Net current tax
Post-employment benefits
Assets of the disposal group and classified as held for sale(d)
Liabilities of the disposal group(d)
Net debt (including Tesco Bank)(e)
Net assets
(a)–(e) Refer to previous table for footnotes.
88
Tesco PLC Annual Report and Financial Statements 2018 Note 2 Segmental reporting continued
Other segment information
52 weeks ended 24 February 2018
Capital expenditure (including acquisitions through business
combinations):
Property, plant and equipment
Investment property
Goodwill, software and other intangible assets*
Depreciation and amortisation:
Property, plant and equipment
Investment property
Software and other intangible assets
Impairment:
Property, plant and equipment loss
Property, plant and equipment reversal
Investment property loss
Investment property reversal
Goodwill, software and other intangible assets loss
Software and other intangible assets reversal
UK & ROI
£m
Central
Europe
£m
940
1
141
(686)
(1)
(121)
(50)
154
–
3
(20)
4
117
–
16
(147)
–
(18)
(6)
112
(1)
2
(8)
–
Asia
£m
236
–
3
(230)
–
(9)
(32)
9
–
–
–
–
Tesco
Bank
£m
Total
continuing
operations
£m
Discontinued
operations
£m
7
–
43
(12)
–
(71)
–
–
–
–
–
–
1,300
1
203
(1,075)
(1)
(219)
(88)
275
(1)
5
(28)
4
–
–
–
–
–
–
–
–
–
–
–
–
* Includes £8m (2017: £nil) of goodwill, software and other intangible assets acquired through business combinations.
52 weeks ended 25 February 2017
Capital expenditure:
Property, plant and equipment
Investment property
Goodwill, software and other intangible assets
Depreciation and amortisation:
Property, plant and equipment
Investment property
Software and other intangible assets
Impairment:
Property, plant and equipment loss
Property, plant and equipment reversal
Investment property loss
Investment property reversal
Goodwill, software and other intangible assets loss
Software and other intangible assets reversal
UK & ROI
£m
Central
Europe
£m
995
–
111
(687)
(1)
(117)
(12)
118
(2)
3
(54)
–
127
–
13
(141)
–
(16)
(121)
158
(1)
1
–
1
Tesco
Bank
£m
Total
continuing
operations
£m
Discontinued
operations*
£m
12
–
34
(17)
–
(101)
–
–
–
–
–
–
1,393
–
161
(1,053)
(1)
(244)
(167)
279
(3)
4
(54)
1
2
–
–
(5)
–
(1)
(106)
–
–
–
–
–
Asia
£m
259
–
3
(208)
–
(10)
(34)
3
–
–
–
–
Total
£m
1,300
1
203
(1,075)
(1)
(219)
(88)
275
(1)
5
(28)
4
Total
£m
1,395
–
161
(1,058)
(1)
(245)
(273)
279
(3)
4
(54)
1
* Discontinued operations in this table represents amounts up until the point a disposal group is classified as such. This comprises those of Turkey in the first four months of the 52 weeks
ended 25 February 2017.
89
Tesco PLC Annual Report and Financial Statements 2018Financial statements Notes to the Group financial statements continued
Note 2 Segmental reporting continued
Cash flow statement
The following tables provide further analysis of the Group cash flow statement, including a split of cash flows between Retail and Tesco Bank. The current
year’s presentation includes additional details on the line items impacted by exceptional items, while removing the analysis between Retail continuing and
discontinued operations. Comparatives for the prior year have been amended accordingly.
Tesco Bank
Tesco Group
Before
exceptional
items
£m
Exceptional
items
£m
Tesco Bank
Total
£m
52 weeks ended 24 February 2018
Operating profit/(loss) of continuing operations
Operating profit/(loss) of discontinued operations
Depreciation and amortisation
ATM net income
(Profit)/loss arising on sale of property, plant and equipment
and intangible assets
(Profit)/loss arising on sale of subsidiaries and other investments
(Profit)/loss arising on sale of joint ventures and associates
Net impairment loss/(reversal) on other investments
Net impairment loss/(reversal) on property, plant and equipment,
software and other intangible assets and investment property
Adjustment for non-cash element of pensions charge
Additional contribution into pension schemes
Share-based payments
Tesco Bank fair value movements included in operating profit
Cash flows generated from operations excluding working capital
(Increase)/decrease in working capital
Cash generated from/(used in) operations*
Interest paid
Corporation tax (paid)/received
Net cash generated from/(used in) operating activities
Proceeds from sale of property, plant and equipment,
investment property, intangible assets and non-current assets
classified as held for sale
Purchase of property, plant and equipment, investment
property and non-current assets classified as held for sale
– store buy backs
Purchase of property, plant and equipment, investment
property and non-current assets classified as held for sale
– other capital expenditure
Purchase of intangible assets
Disposal of subsidiaries, net of cash disposed
Acquisition of subsidiaries, net of cash acquired
Proceeds from sale of joint ventures and associates
Investments in joint ventures and associates
Net (investments in)/proceeds from sale of other investments
Dividends received from joint ventures and associates
Dividends received from Tesco Bank
Interest received
APM: Free cash flow
Net (increase)/decrease in loans to joint ventures and associates
Net (investments in)/proceeds from sale of short-term investments
Net cash generated from/(used in) investing activities
Proceeds from issue of ordinary share capital
Increase in borrowings
Repayment of borrowings
Net cash flows from derivative financial instruments
Repayment of obligations under finance leases
Dividends paid to equity holders
Net cash generated from/(used in) financing activities
Intra-Group funding and intercompany transactions
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Effect of foreign exchange rate changes
Cash and cash equivalents including cash held in disposal
group at the end of the year
Cash held in disposal group
Cash and cash equivalents at the end of the year
Before
exceptional
items
£m
Retail
Exceptional
items
£m
1,471
–
1,212
(37)
(8)
(3)
(7)
(22)
(8)
4
(245)
109
–
2,466
499
2,965
(347)
(131)
2,487
175
217
–
–
–
(58)
(162)
(16)
–
(159)
–
–
–
–
(178)
(14)
(192)
–
–
(192)
78
Retail
Total
£m
1,688
–
1,212
(37)
(66)
(165)
(23)
(22)
(167)
4
(245)
109
–
2,288
485
2,773
(347)
(131)
2,295
253
(204)
(189)
(393)
173
–
83
37
–
–
–
–
–
–
–
4
156
453
110
563
(4)
(45)
514
–
–
(1,038)
–
(1,038)
(9)
(45)
–
–
–
(15)
6
–
(50)
–
401
–
–
(113)
–
300
(150)
–
–
–
150
(9)
542
(152)
–
(27)
4
(6)
34
26
50
50
1,399
–
1,697
609
11
13
(3,571)
253
(10)
(82)
(3,386)
9
–
66
–
19
–
196
–
–
–
(22)
–
–
170
–
–
–
–
–
–
–
–
(281)
(22)
(152)
66
(27)
23
(6)
230
26
50
50
1,377
–
1,697
779
11
13
(3,571)
253
(10)
(82)
(3,386)
9
(303)
3,043
15
2,755
–
2,755
(24)
–
–
–
–
–
–
–
–
–
–
–
–
(24)
(3)
(27)
–
–
(27)
–
–
–
–
–
–
–
–
–
–
–
–
(27)
–
–
–
–
–
–
–
–
–
–
–
(27)
Total
£m
1,837
–
1,295
–
(66)
(165)
(23)
(22)
(167)
4
(245)
113
156
2,717
592
3,309
(351)
(176)
2,782
253
(393)
149
–
83
37
–
–
–
–
–
–
–
4
156
429
107
536
(4)
(45)
487
–
–
(9)
(1,047)
(45)
–
–
–
(15)
6
–
(50)
–
374
–
–
(113)
–
300
(150)
–
–
–
150
(9)
515
789
–
1,304
–
1,304
(197)
66
(27)
23
(21)
236
26
–
50
1,751
–
1,697
666
11
313
(3,721)
253
(10)
(82)
(3,236)
–
212
3,832
15
4,059
–
4,059
* APM: ‘Retail operating cash flow’ of £2,773m (2017: £2,279m) is the cash generated from operations of the continuing Retail business. Included in Retail cash generated from/(used in)
operations of £2,773m (2017: £2,278m) is £nil (2017: £(1)m) relating to discontinued operations.
90
Tesco PLC Annual Report and Financial Statements 2018 Note 2 Segmental reporting continued
Cash flow statement continued
52 weeks ended 25 February 2017
Operating profit/(loss) of continuing operations
Operating profit/(loss) of discontinued operations
Depreciation and amortisation
ATM net income
(Profit)/loss arising on sale of property, plant and equipment
and intangible assets
(Profit)/loss arising on sale of subsidiaries and other investments
(Profit)/loss arising on sale of joint ventures and associates
Impairment loss on goodwill
Net impairment loss/(reversal) on other investments
Net impairment loss/(reversal) on property, plant and equipment,
software and other intangible assets and investment property
Adjustment for non-cash element of pensions charge
Additional contribution into pension schemes
Share-based payments
Tesco Bank fair value movements included in operating profit
Cash flows generated from operations excluding working capital
(Increase)/decrease in working capital
Cash generated from/(used in) operations*
Interest paid
Corporation tax (paid)/received
Net cash generated from/(used in) operating activities
Proceeds from sale of property, plant and equipment,
investment property, intangible assets and non-current assets
classified as held for sale
Purchase of property, plant and equipment, investment
property and non-current assets classified as held for sale
– store buy backs
Purchase of property, plant and equipment, investment
property and non-current assets classified as held for sale
– other capital expenditure
Purchase of intangible assets
Disposal of subsidiaries, net of cash disposed
Acquisition of subsidiaries, net of cash acquired
Proceeds from sale of joint ventures and associates
Investments in joint ventures and associates
Net (investments in)/proceeds from sale of other investments
Dividends received from joint ventures and associates
Dividends received from Tesco Bank
Interest received
APM: Free cash flow
Net (increase)/decrease in loans to joint ventures and associates
Net (investments in)/proceeds from sale of short-term investments
Net cash generated from/(used in) investing activities
Proceeds from issue of ordinary share capital
Increase in borrowings
Repayment of borrowings
Net cash flows from derivative financial instruments
Repayment of obligations under finance leases
Dividends paid to equity owners
Net cash generated from/(used in) financing activities
Intra-Group funding and intercompany transactions
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Effect of foreign exchange rate changes
Cash and cash equivalents including cash held in disposal
group at the end of the year
Cash held in disposal group
Cash and cash equivalents at the end of the year
Before
exceptional
items
£m
Retail
Exceptional
items
£m
1,123
(15)
1,172
(43)
54
7
(5)
–
(12)
(10)
7
(248)
14
–
2,044
379
2,423
(518)
(64)
1,841
19
(365)
(834)
(129)
205
(25)
–
–
111
28
50
41
942
15
736
(148)
1
185
(2,036)
475
(12)
–
(1,387)
(5)
301
(183)
(102)
14
–
(134)
–
–
46
–
5
–
–
–
–
(354)
209
(145)
–
–
(145)
490
–
–
–
–
–
–
–
–
–
–
–
345
–
–
490
–
–
–
–
–
–
–
–
345
Retail
Total
£m
940
(117)
1,186
(43)
(80)
7
(5)
46
(12)
(5)
7
(248)
14
–
1,690
588
2,278
(518)
(64)
1,696
509
(365)
(129)
205
(25)
–
–
111
28
50
41
1,287
15
736
342
1
185
(2,036)
475
(12)
–
(1,387)
(5)
646
2,528
(131)
3,043
(11)
3,032
Tesco Bank
Tesco Group
Before
exceptional
items
£m
Exceptional
items
£m
Tesco Bank
Total
£m
157
–
95
43
2
(4)
–
–
–
–
–
–
1
96
390
(77)
313
(4)
17
326
3
–
(40)
–
–
–
–
30
–
(50)
–
263
–
–
(63)
–
–
–
–
–
–
–
5
(80)
–
23
–
–
–
–
–
–
–
–
–
–
2
(55)
22
(33)
–
–
(33)
–
–
–
–
–
–
–
–
–
–
–
–
(33)
–
–
–
–
–
–
–
–
–
–
–
268
(33)
Total
£m
1,017
(117)
1,304
–
(78)
3
(5)
46
(12)
(5)
7
(248)
15
98
2,025
533
2,558
(522)
(47)
1,989
512
(365)
77
–
118
43
2
(4)
–
–
–
–
–
–
1
98
335
(55)
280
(4)
17
293
3
–
(6)
(840)
(40)
–
–
–
–
30
–
(50)
–
230
–
–
(63)
–
–
–
–
–
–
–
5
235
554
–
789
–
789
(169)
205
(25)
–
–
141
28
–
41
1,517
15
736
279
1
185
(2,036)
475
(12)
–
(1,387)
–
881
3,082
(131)
3,832
(11)
3,821
(834)
(6)
* APM: ‘Retail operating cash flow’ of £2,773m (2017: £2,279m) is the cash generated from operations of the continuing Retail business. Included in Retail cash generated from/(used in)
operations of £2,773m (2017: £2,278m) is £nil (2017: £(1)m) relating to discontinued operations.
91
Tesco PLC Annual Report and Financial Statements 2018Financial statements Notes to the Group financial statements continued
Note 3 Income and expenses
Continuing operations
Profit/(loss) before tax is stated after charging/(crediting) the following:
Property rental income, of which £(34)m (2017: £(38)m) relates to investment properties
Other rental income
Direct operating expenses arising on rental earning investment properties
Costs of inventories recognised as an expense
Inventory losses and provisions
Depreciation and amortisation
Operating lease expenses, of which £70m (2017: £84m) relates to hire of plant and machinery
Net impairment loss/(reversal) on property, plant and equipment and investment property
Net impairment loss/(reversal) of goodwill, software and other intangible assets
Auditor’s remuneration
Fees payable to the Company’s auditor and its associates for the audit of the Company and Group financial statements
The audit of the accounts of the Company’s subsidiaries
Total audit services
Audit-related assurance services
Total audit and audit-related services
Fees payable to the Company’s auditor and its associates for other services:
Transaction services
Taxation advisory services
All other non-audit services
Total non-audit services
Total auditor’s remuneration
52 weeks
2018
£m
52 weeks
2017
£m
(372)
(55)
17
42,297
1,373
1,295
1,018
(191)
24
52 weeks
2018
£m
1.5
5.3
6.8
0.5
7.3
1.9
–
4.3
6.2
13.5
(358)
(50)
20
41,140
1,337
1,298
1,043
(113)
53
52 weeks
2017
£m
1.5
4.0
5.5
0.5
6.0
1.9
0.3
3.6
5.8
11.8
Other non-audit services of £4.3m (2017: £3.6m) represents: retail consultancy services £1.5m (2017: £1.5m), provision of data repository services for
information needed by the Group and Serious Fraud Office (SFO) £1.8m (2017: £1.2m), SFO Monitor role £0.8m (2017: £nil), and other £0.2m (2017: £0.9m).
In addition to the amounts shown above, the auditor received fees of £0.2m (2017: £0.2m) for the audit of the main Group pension scheme. Additional
information on the non-audit services provided by the auditor is provided in the Corporate governance report on page 44, including how objectivity
and independence is safeguarded.
Employment costs, including Directors’ remuneration
Continuing operations
Wages and salaries
Social security costs
Post-employment defined benefits
Post-employment defined contributions
Share-based payments expense
Termination benefits*
Total
Notes
27
27
26
52 weeks
2018
£m
6,026
486
38
316
252
115
7,233
52 weeks
2017
£m
6,051
473
35
341
294
168
7,362
* Includes £99m (2017: £146m) of exceptional redundancy costs. Refer to Note 4.
Post-employment defined contribution charges include £108m (2017: £135m) of salaries paid as pension contributions.
The table below shows the average number of employees by operating segment during the financial year. Segmental information has been amended for the
52 weeks ended 25 February 2017. Refer to Note 2 for further details.
Average number
of employees
Average number of
full-time equivalents
2018
324,117
61,623
59,300
3,948
448,988
2017
327,601
70,004
63,037
3,878
464,520
2018
210,312
59,110
54,857
3,637
327,916
2017
218,522
62,657
58,035
3,556
342,770
Continuing operations
UK & ROI
Central Europe
Asia
Tesco Bank
Total
92
Tesco PLC Annual Report and Financial Statements 2018 Note 4 Exceptional items
Income statement
52 weeks ended 24 February 2018
Profit/(loss) for the year included the following exceptional items:
Exceptional items included in:
Net restructuring and redundancy costs(a)
Net impairment reversal of non-current assets
and onerous lease provisions(b)
Provision for customer redress(c)
Investment disposal(d)
Disposal of opticians business(e)
Release of amounts provided in relation to DPA
and FCA obligations(f)
Property transactions(g)
Foreign exchange losses on GBP short-term
investments held in overseas entities(h)
Exceptional items relating to
discontinued operations(i)
Total
Cost of
sales
£m
(75)
50
Admin-
istrative
expenses
£m
(34)
–
Property-
related
items
£m
7
3
Total
exceptional
items included
within
operating
profit
£m
(102)
53
Share of JV
and associates
profits/(losses)
£m
–
–
Finance
costs
£m
–
–
Exceptional
items within
discontinued
operations
£m
–
–
Taxation
£m
19
28
(24)
–
–
–
–
–
–
–
124
38
25
–
–
–
(49)
153
–
–
–
–
79
–
–
89
(24)
124
38
25
79
–
–
193
–
–
–
–
–
–
–
–
–
–
–
–
–
(38)
–
(38)
(3)
(25)
(7)
–
(32)
–
–
(20)
–
–
–
–
–
–
216
216
(a) This includes £(68)m relating to UK & ROI changes to store and call centre colleague structures and working practices and £(34)m relating to head office restructuring costs.
(b) Net impairment reversal of non-current assets includes a net reversal of £185m in property, plant and equipment and investment property, a net charge of £(24)m in goodwill, software
and other intangible assets and a net charge of £(108)m of onerous lease provisions. Refer to Notes 10, 11, 12 and 25 for further details on impairment and onerous lease provisions.
(c) The net charge of £(24)m reflects an additional charge of £(35)m relating to an update to the Payment Protection Insurance (PPI) provision ruling during the year, which resulted in the
inclusion of items that had previously been out of scope for redress. This was partially offset by a £1m release of the Consumer Credit Act (CCA) provision and a £10m credit received
following the conclusion of negotiations with a third party in respect of previously recognised customer redress.
(d) The Group disposed of its remaining 8.8% investment stake in Lazada Group S.A. (Lazada) for net cash consideration of $254m (£196m), generating a profit of £124m. The tax charge
of £25m arises due to a capital gain on the disposal.
(e) £38m relates to the gain from disposal of the Group’s opticians business to Vision Express (UK) Ltd in UK & ROI.
(f) The Group had taken a total exceptional charge of £(235)m in respect of the Deferred Prosecution Agreement (DPA) and Financial Conduct Authority (FCA) obligations, including £(85)m
for the compensation scheme in the 52 weeks to 25 February 2017. With the compensation scheme now being closed to new claimants, £25m relating to the compensation scheme was
released in the 52 weeks to 24 February 2018.
(g) As part of the Group’s strategy to maximise value from property, the Group disposed of surplus properties which generated a profit of £58m. The Group also recognised a net gain of £21m
from the unwind of its joint venture with British Land, whereby the Group purchased seven stores from the joint venture and disposed of its remaining equity interest in the joint venture.
(h) The Group was holding proceeds from the sale of the Korea operations in GBP money market funds in an intermediate entity with a Euro functional currency. £(38)m loss represents
the foreign exchange losses arising on the revaluation of these Sterling-denominated funds into Euros until the repatriation of funds during the 52 weeks to 24 February 2018. The loss
does not represent an economic loss to the Group since there is an offset within other comprehensive income.
(i) Income from discontinued operations primarily relates to the release of a £340m provision relating to capital gains tax in respect of the disposal of the Group’s Korean operations,
following completion of the tax assessment by Korean Tax Authorities. The Group also recognised a £6m gain from the revaluation of the potential capital gains tax liability in the
discontinued operations in China. These gains were partially offset by a £(128)m net loss relating to the disposal of the Group’s Turkish operations and a £(2)m loss relating to costs
associated with the disposal of the Korean business.
52 weeks ended 25 February 2017
Profit/(loss) for the year included the following exceptional items:
Exceptional items included in:
Net restructuring and redundancy costs
Net impairment (loss)/reversal of non-current
assets and onerous lease provisions
Provision for customer redress
Interchange settlement
Amounts provided in relation to DPA
and FCA obligations
Property transactions
Insurance reserve adjustment
Foreign exchange losses on GBP short-term
investments held in overseas entities
Exceptional items related to
discontinued operations
Total
Cost of
sales
£m
(153)
25
Admin-
istrative
expenses
£m
(26)
–
Property-
related
items
£m
(20)
(31)
Total
exceptional
items included
within
operating
profit
£m
(199)
(6)
Share of JV
and associates
profits/(losses)
£m
–
(54)
Finance
costs
£m
–
–
Exceptional
items within
discontinued
operations
£m
–
–
Taxation
£m
39
20
(45)
57
–
–
–
–
–
–
–
(235)
–
–
–
–
(116)
(261)
–
–
–
165
–
–
–
114
(45)
57
(235)
165
–
–
–
–
–
–
–
(23)
–
–
–
–
–
–
–
(244)
–
(263)
(77)
(244)
–
(11)
–
50
–
–
–
98
–
–
–
–
–
–
(75)
(75)
93
Tesco PLC Annual Report and Financial Statements 2018Financial statements Notes to the Group financial statements continued
Note 4 Exceptional items continued
Cash flow statement
The table below shows the impact of exceptional items on the Group cash flow statement:
Prior year restructuring costs and other exceptional costs including trading store redundancies(a)
Current year restructuring costs and other exceptional costs including trading store redundancies(a)
Utilisation of onerous lease provisions
Property transactions(b)
Property transactions – sale of investment in joint venture
Provision for customer redress(c)
Legal settlement
DPA/compensation scheme payments
VAT refund – HMRC court case(d)
Proceeds from sale of investments – Lazada
Proceeds from sale of opticians business
Proceeds from sale of subsidiaries treated as discontinued(e)
Exceptional cash flows from discontinued operations
Total
Cash flows from
operating activities
Cash flows from
investing activities
52 weeks
2018
£m
(56)
(67)
(93)
9
–
(23)
–
(149)
160
–
–
–
–
(219)
52 weeks
2017
£m
(54)
(78)
(113)
36
–
(28)
57
–
–
–
–
–
2
(178)
52 weeks
2018
£m
–
–
–
(111)
19
–
–
–
–
196
45
26
(5)
170
52 weeks
2017
£m
–
–
–
490
–
–
–
–
–
–
–
–
–
490
(a) Cash outflows on settlement of restructuring and redundancy costs.
(b) Property transactions is made up of £78m proceeds from disposal of properties and £(180)m from property buy backs from the BLT Properties Limited joint venture, comprising £189m
paid for the properties acquired and £9m relating to working capital and cash acquired. Refer to footnote (g) on the previous page.
(c) Settlement of claims for customer redress in Tesco Bank.
(d) VAT recovered in relation to the appeal against HMRC regarding the treatment of VAT on Clubcard rewards. Refer to Note 25 for further details.
(e) This relates to the disposal of the Group’s Turkish operations comprising £37m proceeds received and £11m cash disposed. Refer to Note 7 for further details.
Note 5 Finance income and costs
Continuing operations
Finance income
Interest receivable and similar income
Financial instruments – fair value remeasurements
Total finance income
Finance costs
GBP MTNs and Loans
EUR MTNs
USD Bonds
Finance charges payable under finance leases and hire purchase contracts
Other interest payable
Capitalised interest
Total finance costs before exceptional items and net pension finance costs
Net pension finance costs
Foreign exchange losses on GBP short-term investments held in overseas entities
Total finance costs
Net finance cost
Note 6 Taxation
Recognised in the Group income statement
Continuing operations
Current tax (credit)/charge
UK corporation tax
Overseas tax
Adjustments in respect of prior years
Deferred tax (credit)/charge
Origination and reversal of temporary differences
Adjustments in respect of prior years*
Change in tax rate
Total income tax (credit)/charge
52 weeks
2018
£m
52 weeks
2017
£m
Notes
11
27
4
75
23
98
(207)
(84)
(72)
(8)
(62)
2
(431)
(162)
(38)
(631)
(533)
48
61
109
(227)
(114)
(93)
(8)
(81)
6
(517)
(113)
(244)
(874)
(765)
52 weeks
2018
£m
52 weeks
2017
£m
143
118
(29)
232
25
49
–
74
306
70
111
19
200
(43)
(36)
(34)
(113)
87
* Adjustments in respect of prior years include a tax charge of £25m in relation to an adjustment to capital losses on property disposals classified as exceptional.
94
Tesco PLC Annual Report and Financial Statements 2018
Note 6 Taxation continued
Recognised in the Group income statement continued
The Finance Act 2016 included legislation to reduce the main rate of UK corporation tax from 20% to 19% from 1 April 2017 and to 17% from 1 April 2020.
These rate reductions were substantively enacted by the balance sheet date and therefore included in these consolidated financial statements.
Temporary differences have been remeasured using the enacted tax rates that are expected to apply when the liability is settled or the asset realised.
Reconciliation of effective tax charge
Profit/(loss) before tax
Tax credit/(charge) at 19.1% (2017: 20.0%)
Effect of:
Non-qualifying depreciation
Other non-taxable/(non-deductible) items(a)
Unrecognised tax losses
Property items taxed on a different basis to accounting entries(b)
Banking surcharge tax
Differences in overseas taxation rates
Adjustments in respect of prior years
Share of losses of joint ventures and associates
Change in tax rate
Total income tax credit/(charge)
Effective tax rate
52 weeks
2018
£m
1,298
(248)
52 weeks
2017
£m
145
(29)
(31)
10
(27)
25
(19)
5
(20)
(1)
–
(306)
23.6%
(33)
(82)
(48)
77
(17)
15
17
(21)
34
(87)
60.0%
(a) This includes impairment reversals on assets not qualifying for tax relief as well as current year movements on uncertain tax positions and expenses not qualifying for tax relief. The prior year
included impairment and Deferred Prosecution Agreement (DPA) provisions not qualifying for tax relief.
(b) This includes property items where the carrying values differ from their valuation for tax purposes and recognition of capital losses on property asset disposals.
Reconciliation of effective tax charge on APMs
Profit/(loss) before tax before exceptional items
Tax credit/(charge) at 19.1% (2017: 20.0%)
Effect of:
Non-qualifying depreciation
Other non-taxable/(non-deductible) items(a)
Unrecognised tax losses
Property items taxed on a different basis to accounting entries(b)
Banking surcharge tax
Differences in overseas taxation rates
Adjustments in respect of prior years
Share of losses of joint ventures and associates
Change in tax rate
Total income tax credit/(charge) before exceptional items
Effective tax rate before exceptional items
Net pension finance costs and fair value remeasurements
Tax charge at 19.1% (2017: 20.0%)
Change in tax rate
Total income tax credit/(charge) before exceptional items, net pension finance costs and fair value remeasurements
Effective tax rate before exceptional items, net pension finance costs and fair value remeasurements(c)
52 weeks
2018
£m
1,143
(218)
52 weeks
2017
£m
729
(146)
(31)
(27)
(18)
18
(19)
5
5
(1)
–
(286)
25.0%
139
(26)
3
(309)
24.1%
(33)
(50)
(14)
(1)
(17)
(7)
39
(5)
49
(185)
25.4%
52
(10)
3
(192)
24.6%
(a) This includes current year movements on uncertain tax positions and expenses not qualifying for tax relief. The prior year also included impairment provisions not qualifying for tax relief.
(b) This includes property items where the carrying values differ from their valuation for tax purposes and recognition of capital losses on property asset disposals.
(c) The APM has been amended during the year to exclude the impact of fair value remeasurements on financial instruments. The information for the 52 weeks ended 25 February 2017 has
been amended accordingly. Refer to pages 150 to 153 for further details on the Group’s APMs.
Tax on items credited directly to the Group statement of changes in equity
Deferred tax credit/(charge) on:
Share-based payments
Total tax on items credited/(charged) to the Group statement of changes in equity
52 weeks
2018
£m
52 weeks
2017
£m
6
6
2
2
95
Tesco PLC Annual Report and Financial Statements 2018Financial statements Notes to the Group financial statements continued
Note 6 Taxation continued
Tax relating to components of the Group statement of comprehensive income/(loss)
Current tax credit/(charge) on:
Foreign exchange movements
Deferred tax credit/(charge) on:
Pensions
Fair value of movement on available-for-sale investments
Fair value movements on cash flow hedges
Total tax on items credited/(charged) to Group statement of comprehensive income/(loss)
52 weeks
2018
£m
52 weeks
2017
£m
(9)
(13)
(554)
10
21
(532)
579
(15)
5
556
Deferred tax
The following are the major deferred tax (liabilities)/assets recognised by the Group and movements thereon during the current and prior financial years
measured using the tax rates that are expected to apply when the liability is settled or the asset realised based on the tax rates that have been enacted
or substantively enacted by the balance sheet date:
At 27 February 2016
(Charge)/credit to the Group income statement
(Charge)/credit to the Group statement of changes in equity
(Charge)/credit to the Group statement
of comprehensive income/(loss)
Discontinued operations
Business combinations
Foreign exchange and other movements(b)
At 25 February 2017
(Charge)/credit to the Group income statement
(Charge)/credit to the Group statement of changes in equity
(Charge)/credit to the Group statement
of comprehensive income/(loss)
Foreign exchange and other movements(b)
At 24 February 2018
Property-
related
items(a)
£m
(816)
162
–
–
18
–
(8)
(644)
(65)
–
–
(4)
(713)
Retirement
benefit
obligation(c)
£m
563
(20)
–
579
–
–
–
1,122
(14)
–
(554)
–
554
Share-based
payments
£m
Short-term
timing
differences
£m
Tax losses
£m
Financial
instruments
£m
6
14
2
–
–
–
1
23
14
6
–
–
43
143
(6)
–
–
–
1
10
148
(1)
–
–
2
149
50
(41)
–
–
–
–
(1)
8
(7)
–
–
–
1
(32)
4
–
(10)
–
–
–
(38)
(1)
–
31
–
(8)
Total
£m
(86)
113
2
569
18
1
2
619
(74)
6
(523)
(2)
26
(a) Property-related items include a deferred tax liability on rolled over gains of £281m (2017: £277m) and deferred tax assets on capital losses of £119m (2017: £185m). The remaining balance
relates to accelerated tax depreciation. The Group does not expect a material reversal in the next financial year.
(b) The deferred tax charge for foreign exchange and other movements is a £(2)m charge (2017: £2m credit) relating to the retranslation of deferred tax balances at the balance sheet date
and is included within currency translation differences in the Group statement of comprehensive income/(loss).
(c) The deferred tax asset on retirement benefits is expected to reverse as additional funding contributions are made to the closed defined benefit scheme. Refer to Note 27.
Deferred tax assets and liabilities are offset when the Group has a legally enforceable right to do so. The following is the analysis of the deferred tax
balances after offset:
Deferred tax assets
Deferred tax liabilities
2018
£m
117
(91)
26
2017
£m
707
(88)
619
No deferred tax liability is recognised on temporary differences of £3.7bn (2017: £3.2bn) relating to the unremitted earnings of overseas subsidiaries and
joint ventures as the Group is able to control the timing of the reversal of these temporary differences and it is probable that they will not reverse in the
foreseeable future. The deferred tax on unremitted earnings at 24 February 2018 is estimated to be £216m (2017: £192m) which relates to taxes payable on
repatriation and dividend withholding taxes levied by overseas tax jurisdictions. UK tax legislation relating to company distributions provides for exemption
from tax for most repatriated profits, subject to certain exceptions.
Unrecognised deferred tax assets
Deferred tax assets in relation to continuing operations have not been recognised in respect of the following items because it is not probable that future
taxable profits will be available against which the Group can utilise the benefits:
Deductible temporary differences
Tax losses
2018
£m
93
217
310
2017
£m
108
202
310
As at 24 February 2018, the Group has unused trading tax losses from continuing operations of £913m (2017: £859m) available for offset against future profits.
A deferred tax asset has been recognised in respect of £2m (2017: £45m) of such losses. No deferred tax asset has been recognised in respect of the
remaining £911m (2017: £814m) due to the unpredictability of future profit streams. Included in unrecognised tax losses are losses of £13m that will expire
by 2022 (2017: £18m in 2021) and £175m that will expire between 2023 and 2038 (2017: £92m between 2022 and 2037). Other losses will be carried forward indefinitely.
96
Tesco PLC Annual Report and Financial Statements 2018 Note 6 Taxation continued
Current tax
Within the Group current tax liability of £335m is £48m of capital gains tax liabilities that may arise in respect of the contribution of the Group’s China
operations into a venture with China Resource Enterprises Limited in 2014. There are no other individually material provisions for uncertain tax positions.
Changes in tax law or its interpretation
The Group operates in a number of territories which leads to the Group’s profits being subject to tax in many jurisdictions. We monitor income tax
developments in these territories (which include the OECD Base Erosion and Profit Shifting (BEPS) initiative and European Union’s state aid investigations)
which could affect the Group’s tax liabilities.
Note 7 Discontinued operations and non-current assets classified as held for sale
Assets and liabilities of the disposal group and non-current assets classified as held for sale
Assets of the disposal group
Non-current assets classified as held for sale
Total assets of the disposal group and non-current assets classified as held for sale
Total liabilities of the disposal group
Total net assets of the disposal group and non-current assets classified as held for sale
24 February
2018
£m
–
149
149
–
149
25 February
2017
£m
198
146
344
(171)
173
The non-current assets classified as held for sale consist mainly of properties in the UK and Central Europe due to be sold within one year.
Discontinued operations
On 10 June 2016, the Group announced the proposed sale of its 95.5% controlling interest in Tesco Kipa Kitle Pazarlama Ticaret Lojistik ve Gıda Sanayi A.Ş.
(referred to as Turkish operations or Turkey) to Migros Ticaret A.Ş. (Migros). Local regulatory approval was granted on 9 February 2017 and the sale completed
on 1 March 2017. In accordance with IFRS 5 ‘Non-current Assets Held for Sale and Discontinued Operations’, the Turkish operations for the period up to
1 March 2017 have been classified as a disposal group.
The tables below show the results of the discontinued operations which are included in the Group income statement and Group cash flow statement respectively.
Income statement
Revenue
Expenses(b)
Profit/(loss) before tax before exceptional items
Taxation
Profit/(loss) after tax before exceptional items
Net impairment (loss)/reversal of non-current assets
Costs to sell and other provisions – Turkey
Loss after tax on disposal of Turkish operations
Net adjustments to profit/(loss) of past disposals(c)
Total profit/(loss) after tax of discontinued operations(d)
52 weeks
2018(a)
£m
–
–
–
–
–
–
–
(128)
344
216
52 weeks
2017
£m
543
(580)
(37)
–
(37)
(99)
(3)
–
27
(112)
(a) These figures represent the income statement of Turkey for the current year and the net adjustments to profit/(loss) of past disposals of £344m. Refer to Note 4 for further details.
(b) Intercompany recharges totalling £nil (2017: £2m) between continuing operations and the Turkey discontinued operation have been eliminated.
(c) At 25 February 2017, the Group held a provision of £329m for potential additional capital gains tax relating to the disposal of the Group’s Korean operations. During the financial year, the
final tax assessment was received from the Korean Tax Authorities, confirming that no further capital gains tax is payable. As a result, the provision of £340m, after the impact of foreign
exchange movements, has been released. The Group also recognised a £6m gain from the revaluation of the potential capital gains tax liability in the discontinued operations in China
and a £(2)m loss relating to costs associated with the disposal of the Korean business. These amounts have been classified as exceptional items within ‘Exceptional items relating to
discontinued operations’.
(d) Total profit/(loss) after tax of discontinued operations includes a loss of £nil attributable to non-controlling interests (2017: £(6)m).
97
Tesco PLC Annual Report and Financial Statements 2018Financial statements Notes to the Group financial statements continued
Note 7 Discontinued operations and non-current assets classified as held for sale continued
Income statement continued
The loss after tax on disposal of the Group’s Turkish operations is made up as follows:
Gross proceeds
Deferred and contingent consideration
Net proceeds
Net book value of assets disposed:
Goodwill, software and other intangible assets
Property, plant and equipment
Inventories
Trade and other receivables
Cash and cash equivalents
Trade and other payables
Borrowings
Provisions
Post-employment benefit obligation
Currency translation reserve recycled to the Group income statement
Taxation
Loss after tax of disposal of Turkish operations
Earnings/(losses) per share impact from discontinued operations
Basic
Diluted
Cash flow statement
Net cash flows from operating activities
Net cash flows from investing activities
Net cash flows from financing activities
Net cash flows from discontinued operations
Intra-Group funding and intercompany transactions
Net cash flows from discontinued operations, net of intercompany
Net cash flows from disposal of subsidiary
Net cash flows from discontinued operations, net of intercompany and disposal of subsidiary
Note 8 Dividends
£m
37
2
39
(9)
(121)
(43)
(14)
(11)
88
76
2
5
(140)
–
(128)
52 weeks
2018
Pence/share
2.65
2.64
52 weeks
2017
Pence/share
(1.30)
(1.30)
52 weeks
2018
£m
–
–
–
–
–
–
(11)
(11)
52 weeks
2017
£m
(20)
13
21
14
(2)
12
–
12
Amounts recognised as distributions to owners in the financial year:
Current financial year interim dividend
Dividends paid to equity owners in the financial year
Current financial year proposed final dividend
2018
2017
Pence/share
£m Pence/share
£m
1.00
1.00
2.00
82
82
195
–
–
–
–
–
–
The proposed final dividend was approved by the Board of Directors on 10 April 2018 and is subject to the approval of shareholders at the Annual General
Meeting. The proposed dividend has not been included as a liability as at 24 February 2018, in accordance with IAS 10 ‘Events after the reporting period’.
It will be paid on 22 June 2018 to shareholders who are on the Register of members at close of business on 18 May 2018.
The Group has implemented a share forfeiture programme following the completion of a tracing and notification exercise to any shareholders who have
not had contact with Tesco PLC (the Company) over the past 12 years, in accordance with the provisions set out in the Company’s Articles. £2m of unclaimed
dividends in relation to these shares have been adjusted for in retained earnings. Refer to Note 28 for further details.
98
Tesco PLC Annual Report and Financial Statements 2018 Note 9 Earnings/(losses) per share and diluted earnings/(losses) per share
Basic earnings/(losses) per share amounts are calculated by dividing the profit/(loss) attributable to owners of the parent by the weighted average number
of ordinary shares in issue during the financial year.
Diluted earnings/(losses) per share amounts are calculated by dividing the profit/(loss) attributable to owners of the parent by the weighted average number
of ordinary shares in issue during the financial year adjusted for the effects of potentially dilutive share options. The dilutive effect is calculated on the full
exercise of all potentially dilutive ordinary share options granted by the Group, including performance-based options which the Group considers to have
been earned.
For the 52 weeks ended 24 February 2018 there were 27 million (2017: 20 million) potentially dilutive share options. As the Group has recognised a profit for
the year from its continuing operations dilutive effects have been considered in calculating diluted earnings per share.
Profit/(loss) (£m)
Continuing operations(a)
Discontinued operations(b)
Total
Weighted average number of shares (millions)
Earnings/(losses) per share (pence)
Continuing operations
Discontinued operations
Total
(a) Excludes profits/(losses) from non-controlling interests of £2m (2017: £(8)m).
(b) Excludes profits/(losses) from non-controlling interests of £nil (2017: £(6)m).
2018
Potentially
dilutive share
options
2017
Potentially
dilutive share
options
Diluted
Basic
–
–
–
27
(0.04)
(0.01)
(0.05)
990
216
1,206
8,192
12.08
2.64
14.72
66
(106)
(40)
8,148
0.81
(1.30)
(0.49)
–
–
–
20
–
–
–
Basic
990
216
1,206
8,165
12.12
2.65
14.77
Diluted
66
(106)
(40)
8,168
0.81
(1.30)
(0.49)
APM: Earnings/(losses) per share from continuing operations before exceptional items, net pension finance costs and fair value remeasurements
on financial instruments
Profit before tax from continuing operations before exceptional items (£m)
Add: Net pension finance costs (£m)
Less: Fair value remeasurements on financial instruments (£m)
Profit before tax from continuing operations before exceptional items, net pension finance costs
and fair value remeasurements (£m)
Profit before tax from continuing operations before exceptional items, net pension finance costs
and fair value remeasurements attributable to the owners of the parent (£m)
Taxation on profit from continuing operations before exceptional items, net pension finance costs
and fair value remeasurements attributable to the owners of the parent (£m)
Profit after tax from continuing operations before exceptional items, net pension finance costs
and fair value remeasurements attributable to the owners of the parent (£m)
Basic weighted average number of shares (millions)
Basic earnings per share from continuing operations before exceptional items, net pension finance costs
and fair value remeasurements (pence)
Diluted weighted average number of shares (millions)
Diluted earnings per share from continuing operations before exceptional items, net pension finance costs
and fair value remeasurements (pence)
Notes
5
5
52 weeks
2018
1,143
162
(23)
1,282
52 weeks
2017
729
113
(61)
781
1,282
(309)
973
8,165
11.92
8,192
11.88
784
(188)
596
8,148
7.31
8,168
7.30
Diluted earnings per share from continuing operations before exceptional items, net pension finance costs and fair value remeasurements on financial
instruments is a new APM. Refer to pages 150 to 153 for further details on the Group’s APMs.
99
Tesco PLC Annual Report and Financial Statements 2018Financial statements Notes to the Group financial statements continued
Note 10 Goodwill, software and other intangible assets
Cost
At 25 February 2017
Foreign currency translation
Additions
Acquired through business combinations
Reclassification
Disposals
At 24 February 2018
Accumulated amortisation and impairment losses
At 25 February 2017
Foreign currency translation
Charge for the year
Impairment losses
Reversal of impairment losses
Reclassification(b)
Disposals
At 24 February 2018
Net carrying value
At 24 February 2018
At 25 February 2017
Cost
At 27 February 2016
Foreign currency translation
Additions
Reclassification
Disposals
Transfer to disposal group classified as held for sale
At 25 February 2017
Accumulated amortisation and impairment losses
At 27 February 2016
Foreign currency translation
Charge for the year
Impairment losses
Reversal of impairment losses
Reclassification
Disposals
Transfer to disposal group classified as held for sale
At 25 February 2017
Goodwill
£m
Software(a)
£m
Other
intangible
assets
£m
2,426
28
–
4
–
–
2,458
634
28
–
–
–
–
–
662
2,971
21
180
2
10
(18)
3,166
2,092
17
208
28
–
47
(14)
2,378
363
2
15
2
13
(3)
392
317
1
11
–
(4)
(8)
(2)
315
Total
£m
5,760
51
195
8
23
(21)
6,016
3,043
46
219
28
(4)
39
(16)
3,355
1,796
1,792
788
879
77
46
2,661
2,717
Goodwill
£m
Software(a)
£m
Other
intangible
assets
£m
2,517
71
–
–
(123)
(39)
2,426
690
36
–
46
–
–
(99)
(39)
634
2,861
28
156
(15)
(43)
(16)
2,971
1,886
21
216
5
(1)
12
(34)
(13)
2,092
372
5
5
2
(10)
(11)
363
300
2
29
3
–
(12)
(1)
(4)
317
Total
£m
5,750
104
161
(13)
(176)
(66)
5,760
2,876
59
245
54
(1)
–
(134)
(56)
3,043
(a) Software includes £395m of internally generated development costs (2017: £422m).
(b) Reclassification includes amounts related to impairment losses and reversals booked in the year, comprising a £34m reduction to the impairment loss in Software and a £1m increase
to the impairment reversal in Other intangible assets. The offsetting £(35)m has been reclassified to property, plant and equipment as per Note 11.
Impairment of goodwill
The goodwill balances, discount rates and long-term growth rates for each group of cash-generating units are shown below:
Tesco Bank
UK
Thailand
Malaysia
ROI
Balances £m
Pre-tax
discount rates
Post-tax
discount rates
Long-term
growth rates
2018
802
735
180
75
4
1,796
2017
802
735
181
74
–
1,792
2018
10.6%
8.9%
9.3%
11.6%
8.3%
2017
12.0%
9.3%
10.0%
12.4%
–
2018
8.0%
7.2%
7.5%
8.8%
7.3%
2017
9.1%
7.5%
8.0%
9.4%
–
2018
2.5%
2.1%
2.2%
3.2%
1.8%
2017
3.0%
2.0%
2.7%
2.3%
–
Goodwill arising on business combinations is not amortised but is reviewed for impairment on an annual basis, or more frequently if there are indications
that goodwill may be impaired. Goodwill acquired in a business combination is allocated to groups of cash-generating units according to the level at which
management monitor that goodwill.
100
Tesco PLC Annual Report and Financial Statements 2018 Note 10 Goodwill, software and other intangible assets continued
Impairment of goodwill continued
Impairment reviews were performed by comparing the carrying value of goodwill with the recoverable amount of the cash-generating units to which goodwill
has been allocated. Recoverable amounts for cash-generating units are the higher of fair value less costs of disposal, and value in use. The key estimates for
the value in use calculations are those regarding discount rates and expected changes to future cash flows.
Management estimates discount rates using pre-tax rates that reflect the current market assessment of the time value of money and the risks specific to
the cash-generating units. The pre-tax discount rates used to calculate value in use are derived from the Group’s post-tax weighted average cost of capital,
as adjusted for the specific risks relating to each cash-generating unit.
Cash flow projections are based on the Group’s three year internal forecasts, the results of which are reviewed by the Board. Estimates of selling prices
and direct costs are based on past experience and expectations of future changes in the market. The forecasts are extrapolated to five years based on
management’s expectations, and beyond five years based on estimated long-term average growth rates as shown above. These long-term growth rates
for the Retail business are based on inflation forecasts by recognised bodies. The long-term growth rate for Tesco Bank is based on inflation and GDP
growth forecasts by recognised bodies.
The Group has carried out a sensitivity analysis on the impairment tests of each group of cash-generating units to which goodwill has been allocated, using
various reasonably possible scenarios based on recent market movements. Neither a one percentage point increase in discount rates nor a one percentage
point decrease in year one sales growth would indicate impairment in any group of cash-generating units. This outcome includes Malaysia, which was
disclosed as sensitive in the prior year.
Impairment of software and other intangible assets
A net impairment loss of £24m (£28m losses offset by £4m reversal) has been recognised against software and other intangible assets as part of the
impairment review discussed in Note 11. The net loss of £24m has been included within exceptional items, classified as ‘Net impairment reversal of
non-current assets and onerous lease provisions’ within cost of sales.
Note 11 Property, plant and equipment
Cost
At 25 February 2017
Foreign currency translation
Additions(b)(c)
Reclassification
Classified as held for sale
Disposals
At 24 February 2018
Accumulated depreciation and impairment losses
At 25 February 2017
Foreign currency translation
Charge for the year
Impairment losses
Reversal of impairment losses
Reclassification(d)
Classified as held for sale
Disposals
At 24 February 2018
Net carrying value(e)
At 24 February 2018
At 25 February 2017
Construction in progress included above(f)
At 24 February 2018
At 25 February 2017
Land and
buildings
£m
22,690
312
819
(83)
(146)
(139)
23,453
7,095
121
470
44
(268)
(147)
(92)
(107)
7,116
Other(a)
£m
Total
£m
10,681
116
481
(49)
(21)
(299)
10,909
8,168
97
605
44
(7)
100
(11)
(271)
8,725
33,371
428
1,300
(132)
(167)
(438)
34,362
15,263
218
1,075
88
(275)
(47)
(103)
(378)
15,841
16,337
15,595
2,184
2,513
18,521
18,108
68
57
57
66
125
123
(a) Other assets consist of fixtures and fittings with a net carrying value of £1,752m (2017: £2,023m), office equipment with a net carrying value of £116m (2017: £161m) and motor vehicles
with a net carrying value of £316m (2017: £329m).
(b) Includes £2m (2017: £6m) in respect of interest capitalised, principally relating to land and building assets. The capitalisation rate used to determine the amount of finance costs
capitalised during the financial year was 4.5% (2017: 4.9%). Interest capitalised is deducted in determining taxable profit in the financial year in which it is incurred.
(c) Includes £189m net payment relating to the purchase of seven stores from a joint venture with British Land, which is a related party transaction. Refer to Note 4 for further details
of the unwind of the joint venture with British Land.
(d) Reclassification includes amounts related to impairment losses and reversals booked in the year, comprising a £(199)m reduction to the net impairment reversal in Land and Buildings
and a £164m reduction to the net impairment losses in Other assets. The offsetting £35m has been reclassified to Software and Other intangible assets as per Note 10.
(e) Includes £786m (2017: £788m) of assets pledged as security for secured bonds and £509m (2017: £411m) of property held as security in favour of the Tesco PLC Pension Scheme.
Refer to Notes 21 and 27.
(f) Construction in progress does not include land.
Assets held under finance leases
Net carrying value includes assets held under finance leases, which are analysed below. These assets are pledged as security for the finance lease liabilities.
Net carrying value
2018
2017
Land and
buildings
£m
75
Other
£m
32
Land and
buildings
£m
66
Other
£m
27
101
Tesco PLC Annual Report and Financial Statements 2018Financial statements Notes to the Group financial statements continued
Note 11 Property, plant and equipment continued
Land and buildings
The net carrying value of land and buildings comprises:
Freehold
Long leasehold – 50 years or more
Short leasehold – less than 50 years
Net carrying value
Cost
At 27 February 2016
Foreign currency translation
Additions(b)
Reclassification
Classified as held for sale
Disposals
Transfer to disposal group classified as held for sale
At 25 February 2017
Accumulated depreciation and impairment losses
At 27 February 2016
Foreign currency translation
Charge for the year
Impairment losses
Reversal of impairment losses
Reclassification
Classified as held for sale
Disposals
Transfer to disposal group classified as held for sale
At 25 February 2017
(a)–(b) Refer to previous page for footnotes.
2018
£m
13,779
412
2,146
16,337
2017
£m
13,175
404
2,016
15,595
Other(a)
£m
Total
£m
10,468
327
579
58
(6)
(594)
(151)
10,681
7,927
239
639
27
(33)
11
(1)
(539)
(102)
8,168
33,025
1,054
1,395
(45)
(322)
(1,268)
(468)
33,371
15,125
497
1,058
273
(279)
(47)
(138)
(892)
(334)
15,263
Land and
buildings
£m
22,557
727
816
(103)
(316)
(674)
(317)
22,690
7,198
258
419
246
(246)
(58)
(137)
(353)
(232)
7,095
Impairment of property, plant and equipment
The Group has determined that for the purposes of impairment testing each store is a cash-generating unit. Cash-generating units are tested for impairment
if there are indicators of impairment at the balance sheet date. Recoverable amounts for cash-generating units are the higher of fair value less costs of
disposal, and value in use.
The key estimates for the value in use calculations are those regarding discount rates and expected changes to future cash flows.
Management estimates discount rates using pre-tax rates that reflect the current market assessment of the time value of money and the risks specific
to the cash-generating units. The discount rates are derived from the Group’s post-tax weighted average cost of capital, as adjusted for the specific risks
relating to each geographical region and range from 7% to 12% (2017: 9% to 13%). On a post-tax basis, the discount rates range from 5% to 9% (2017: 7% to 10%).
Cash flow projections are based on the Group’s three year internal forecasts, the results of which are reviewed by the Board. Estimates of selling prices
and direct costs are based on past experience and expectations of future changes in the market. The forecasts are extrapolated to five years based on
management’s expectations, and beyond five years based on long-term average growth rates, which are derived from inflation forecasts by recognised
bodies. These long-term average growth rates range from 1% to 4% (2017: 1% to 3%).
Fair values are determined with regard to the market rent for the stores or for alternative uses with investment yields appropriate to reflect the physical
characteristics of the property, location, infrastructure, redevelopment potential and other factors. In some cases, fair values include residual valuations
where stores may be viable for redevelopment. The key inputs to the valuation are the potential market rents and yields, both of which are largely based
on rentals and yields for similar properties in that location. Fair values for the Group’s properties were determined with the assistance of independent,
professional valuers where appropriate.
The net carrying value of £18,521m (2017: £18,108m) on the previous page comprises £14,056m (2017: £13,338m) of unimpaired assets and £4,465m
(2017: £4,770m) of impaired assets. Of the impaired assets, £1,795m (2017: £2,196m) carrying value was supported by value in use and £2,670m (2017: £2,574m)
was supported by fair value. Due to the individual nature of each property, these fair values are classified as Level 3 within the fair value hierarchy.
The total net impairment reversal of £187m (£275m reversal offset by £88m losses) largely reflects normal fluctuations expected from store level performance,
property fair values and changes in discount rates. These losses and reversals have been largely presented net at a country level to reflect the underlying
trends in the businesses. The impairment reversal of £275m (2017: £279m) relates to properties in the UK & ROI of £154m (2017: £118m), Central Europe of £112m
(2017: £158m) and Asia of £9m (2017: £3m), while the impairment losses of £88m (2017: £167m) relate to properties in the UK & ROI of £50m (2017: £12m), Central
Europe of £6m (2017: £121m) and Asia of £32m (2017: £34m).
Of the £187m net reversal, a £183m reversal within exceptional items related to trading stores has been classified as ‘Net impairment reversal of non-current
assets and onerous lease provisions’ within cost of sales. In addition, a £1m loss within exceptional items related to closed stores has been classified as ‘Net
impairment reversal of non-current assets and onerous lease provisions’ within profits/(losses) arising on property-related items. A further £3m loss within
exceptional items related to the unwind of the Group’s joint venture with British Land has been classified as ‘Property transactions’ within profits/(losses)
arising on property-related items. The remaining £8m reversal was not included within exceptional items as it relates to the Group’s day to day management
of the property portfolio.
102
Tesco PLC Annual Report and Financial Statements 2018 Note 11 Property, plant and equipment continued
Impairment of property, plant and equipment continued
The prior year net impairment reversal of £6m included an impairment loss of £106m relating to the Group’s decision to sell its Turkish operations, which
was classified as an exceptional item relating to discontinued operations. Of the £112m net reversal relating to continuing operations, a £134m reversal was
included within exceptional items, which related to trading stores and was classified as ‘Net impairment of non-current assets and onerous lease provisions’
within cost of sales. In addition, a £30m charge within exceptional items related to construction in progress and closed stores, which was classified as ‘Net
impairment of non-current assets and onerous lease provisions’ within profits/(losses) arising on property-related items. The remaining £8m reversal was
not included within exceptional items as it related to the Group’s day to day management of the property portfolio.
The Group has carried out a sensitivity analysis on the impairment tests for its trading stores portfolio using various reasonably possible scenarios based
on recent market movements. An increase of one percentage point in the discount rates for each geographic region would increase impairment by £232m.
A decrease of one percentage point would decrease impairment by £239m. Neither a one percentage point increase nor decrease in year one sales growth
would result in a material change to impairment.
Note 12 Investment property
Cost
At the beginning of the year
Foreign currency translation
Additions
Reclassification
Classified as held for sale
Disposals
At the end of the year
Accumulated depreciation and impairment losses
At the beginning of the year
Foreign currency translation
Charge for the year
Impairment losses for the year
Reversal of impairment losses for the year
Reclassification
Classified as held for sale
Disposals
At the end of the year
Net carrying value at the end of the year
2018
£m
171
5
1
123
(58)
(34)
208
107
4
1
1
(5)
23
(3)
(20)
108
100
2017
£m
170
7
–
56
(25)
(37)
171
92
6
1
3
(4)
45
(12)
(24)
107
64
The estimated fair value of the Group’s investment property is £0.2bn (2017: £0.2bn). This fair value has been determined by applying an appropriate rental
yield to the rentals earned by the investment property. A valuation has not been performed by an independent valuer.
Of the £4m net reversal, a £3m reversal within exceptional items has been classified as ‘Net impairment of non-current assets and onerous lease provisions’
included within profits/(losses) arising on property-related items.
Note 13 Group entities
The Group consists of the ultimate Parent Company, Tesco PLC, and a number of subsidiaries, joint ventures and associates held directly or indirectly
by Tesco PLC. See pages 140 to 145 for a complete list of Group entities.
Subsidiaries
The accounting year ends of the subsidiaries consolidated in these financial statements are on or around 24 February 2018.
Consolidated structured entities
The Group has a number of securitisation structured entities established in connection with Tesco Bank’s credit card securitisation transactions. Although
none of the equity of these entities is owned by the Group, the Group has rights to variable returns from its involvement with these entities and has the ability
to affect those returns through its power over them under contractual agreements. As such these entities are effectively controlled by the Group, and are
therefore accounted for as subsidiaries of the Group.
These entities have financial year ends of 31 December. The management accounts of these entities are used to consolidate the results to 24 February 2018
within these financial statements.
Unconsolidated structured entities
In prior years, the Group sponsored a number of structured entities. The Group led the formation of the entities and its name appears in the name of
the entities and/or on the debt issued by the entities. The structured entities were set up to finance property purchases by some of the UK property joint
ventures in which the Group typically holds a 50% equity interest. The structured entities obtain debt financing from third party investors and lend the funds
to these joint ventures, who use the funds to purchase the properties.
The liabilities of the UK property joint ventures include the loans from these structured entities. The Group’s exposure to the structured entities is limited
to the extent of the Group’s interests in the joint ventures. The liabilities of the structured entities are non-recourse to the Group.
The Group concluded that it does not control, and therefore should not consolidate, these structured entities since it does not have power over the relevant
activities of the structured entities, or exposure to variable returns from these entities.
103
Tesco PLC Annual Report and Financial Statements 2018Financial statements Notes to the Group financial statements continued
Note 13 Group entities continued
Interests in joint ventures and associates
Principal joint ventures and associates
The Group’s principal joint ventures and associates are:
Gain Land Limited
Included in ‘UK property joint ventures’:
The Tesco Coral Limited Partnership
The Tesco Blue Limited Partnership
The Tesco Atrato Limited Partnership
The Tesco Passaic Limited Partnership
The Tesco Navona Limited Partnership
The Tesco Sarum Limited Partnership
The Tesco Dorney Limited Partnership
The Tesco Property (No. 2) Limited Partnership
Included in ‘Other joint ventures
and associates’:
Tesco Mobile Limited
Tesco Underwriting Limited
Trent Hypermarket Limited
Tesco Lotus Retail Growth Freehold
and Leasehold Property Fund
Nature of
relationship
Associate
Business activity
Retail
Share of issued
share capital,
loan capital and
debt securities
20%
Country of
incorporation
British Virgin Islands
Principal area of operation
People’s Republic of
China/Hong Kong
Joint venture
Joint venture
Joint venture
Joint venture
Joint venture
Joint venture
Joint venture
Joint venture
Property investment
Property investment
Property investment
Property investment
Property investment
Property investment
Property investment
Property investment
Joint venture
Joint venture
Joint venture
Associate
Telecommunications
Insurance
Retail
Property investment
50%
50%
50%
50%
50%
50%
50%
50%
50%
49.9%
50%
25%
England
England
England
England
England
England
England
Jersey
England
England
India
Thailand
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
India
Thailand
The accounting period end dates of the joint ventures and associates consolidated in these financial statements range from 31 December 2017 to 28 February 2018.
The accounting period end dates for joint ventures differ from those of the Group for commercial reasons and depend upon the requirements of the joint
venture partner as well as those of the Group. The accounting period end dates of the associates are different from those of the Group as they depend upon
the requirements of the parent companies of those entities.
There are no significant restrictions on the ability of joint ventures and associates to transfer funds to the parent, other than those imposed by the
Companies Act 2006, and for Tesco Underwriting Limited, regulatory capital requirements.
The UK property joint ventures involve the Group partnering with third parties in carrying out some property investments in order to enhance returns
from property and access funding, while reducing risks associated with sole ownership. These property investments generally cover shopping centres
and standalone stores. The Group enters into operating leases for some or all of the properties held in the joint ventures. These leases provide the Group
with some rights over alterations and adjacent land developments. Some leases also provide the Group with options to purchase the other joint venturers’
equity stakes at a future point in time. In some cases the Group has the ability to substitute properties in the joint ventures with alternative properties of
similar value, subject to strict eligibility criteria. In other cases, the Group carries out property management activities for third party rentals of shopping
centre units.
The property investment activities are carried out in separate entities, usually partnerships or limited liability companies. The Group has assessed its ability
to direct the relevant activities of these entities and impact Group returns and concluded that the entities qualify as joint ventures since decisions regarding
them require the unanimous consent of both equity holders. This assessment included not only rights within the joint venture agreements, but also any rights
within other contractual arrangements between the Group and the entities.
The Group made a number of judgements in arriving at this determination, the key ones being:
– since the provisions of the joint venture agreements require the relevant decisions impacting investor returns to be either unanimously agreed by both joint
venturers at the same time, or in some cases to be agreed sequentially by each venturer at different stages, there is joint decision making within the joint venture;
– since the Group’s leases are priced at fair value, and any rights embedded in the leases are consistent with market practice, they do not provide the Group
with additional control over the joint ventures or infer an obligation by the Group to fund the settlement of liabilities of the joint ventures;
– any options to purchase the other joint venturers’ equity stakes are priced at market value, and only exercisable at future dates, hence they do not provide
control to the Group at the current time;
– where the Group has a right to substitute properties in the joint ventures, the rights are strictly limited and are at fair value, hence do not provide control
to the Group; and
– where the Group carries out property management activities for third party rentals in shopping centres, these additional activities are controlled through
joint venture agreements or lease agreements, and do not provide the Group with additional powers over the joint venture.
104
Tesco PLC Annual Report and Financial Statements 2018 Note 13 Group entities continued
Summarised financial information for joint ventures and associates
The summarised financial information below reflects the amounts presented in the financial statements of the relevant joint ventures and associates, and
not the Group’s share of those amounts. These amounts have been adjusted to conform to the Group’s accounting policies where required. The summarised
financial information for UK property joint ventures has been aggregated in order to provide useful information to users without excessive detail since these
entities have similar characteristics and risk profiles largely based on their nature of activities and geographic market.
Summarised balance sheet
Non-current assets(a)
Current assets (excluding cash and cash equivalents)
Cash and cash equivalents
Current liabilities(b)
Non-current liabilities(b)
Net assets/(liabilities)(c)
Summarised income statement
Revenue
Profit/(loss) after tax
Reconciliation to carrying amounts:
Opening balance
Additions/(disposals)
Foreign currency translation
Share of profits/(losses)(d)
Dividends received from joint ventures and associates
Deferred profits offset against carrying amounts(e)
Closing balance
Group’s share in ownership
Group’s share of net assets/(liabilities)
Goodwill(c)
Deferred property profits offset against carrying amounts(e)
Cumulative unrecognised losses(d)(f)
Cumulative unrecognised hedge reserves(d)(f)
Carrying amount
UK property joint ventures
Gain Land Limited
2018
£m
3,851
92
37
(304)
(4,561)
(885)
2017
£m
12 months
to Dec 2017
£m
12 months to
Dec 2016
£m
4,060
99
48
(301)
(4,831)
(925)
3,924
1,801
414
(5,318)
(409)
412
4,172
2,231
631
(6,232)
(169)
633
280
–
292
–
9,097
(230)
9,081
(626)
–
–
–
12
(12)
–
–
50%
(443)
–
(61)
168
336
–
–
–
–
14
(14)
–
–
50%
(463)
–
(63)
175
351
–
433
–
(21)
(46)
–
–
366
20%
82
284
–
–
–
366
511
–
47
(125)
–
–
433
20%
127
306
–
–
–
433
(a) The non-current asset balances of UK property joint ventures are reflected at historic depreciated cost to conform to the Group’s accounting policies. The aggregate fair values
in the financial statements of the UK property joint ventures are £4,983m (2017: £5,242m).
(b) The current and non-current liabilities of UK property joint ventures largely comprise loan balances of £3,892m (2017: £4,121m) and derivative swap balances of £672m (2017: £703m)
entered into to hedge the cash flow variability exposures of the joint ventures.
(c) The December 2016 comparative summarised balance sheet for Gain Land Limited (Gain Land) has been updated to reflect £353m impairment of net assets within Gain Land. Tesco’s
20% share of this impairment was previously recorded as an impairment of the goodwill inherent within Tesco’s investment in Gain Land.
(d) The share of profit for the year for UK property joint ventures related to £12m dividends received from joint ventures with £nil carrying amounts. £5m of losses and £7m of increases in
the fair values of derivatives arising from these entities have been included in cumulative unrecognised losses and cumulative unrecognised hedge reserves respectively.
(e) Deferred profits that arose from the transfer of properties into the UK property joint ventures have been offset against the carrying amounts of the related joint ventures. £2m relating
to BLT Properties Limited has been released during the year as a result of the joint venture being wound up on 6 April 2017.
(f) Cumulative unrecognised losses of £24m and cumulative unrecognised hedge reserves of £8m were disposed of relating to BLT Properties Limited.
At 24 February 2018, the Group has £104m (2017: £103m) loans to UK property joint ventures and £nil (2017: £nil) to Gain Land.
Other joint ventures and associates
The Group also has interests in a number of other joint ventures and associates, excluding UK property joint ventures and Gain Land. These are not
considered to be individually material to the Group.
Aggregate carrying amount of other joint ventures and associates
Group’s share of profits/(losses) for the year
Joint ventures
Associates
2018
£m
262
17
2017
£m
245
(7)
2018
£m
61
11
2017
£m
61
11
105
Tesco PLC Annual Report and Financial Statements 2018Financial statements Notes to the Group financial statements continued
Note 13 Group entities continued
Impairment
Management has performed impairment tests and sensitivity analysis on its investments in Gain Land, Trent Hypermarket Limited and Tesco Underwriting
Limited. The carrying values of Trent Hypermarket Limited of £98m (2017: £112m) and Tesco Underwriting Limited of £90m (2017: £71m) are included within
‘Other joint ventures and associates’ as discussed on the previous page.
The recoverable values of these investments were estimated taking into account forecast cash flows, equity valuations of comparable entities and/or
recent transactions for comparable businesses. No impairment was recognised in the year for these investments. The Group has performed sensitivity
analysis on the impairment tests for these investments. A reasonably possible increase of one percentage point in the discount rate, based on recent market
movements, would not indicate impairment in Gain Land or Tesco Underwriting Limited. An increase in the discount rate by one percentage point would not
result in a material impairment to the carrying value of Trent Hypermarket Limited.
Future changes in estimated cash flows, discount rates, competitive landscape, retail market conditions and other factors may result in impairment losses
or reversals of impairment in future periods.
Note 14 Other investments
Loans receivable
Available-for-sale financial assets
Total other investments
Of which:
Current
Non-current
2018
£m
–
928
928
68
860
928
2017
£m
13
1,094
1,107
284
823
1,107
On 30 June 2017, the Group disposed of its 8.8% shareholding in Lazada for net cash consideration of $254m (£196m). Refer to Note 31 for further details.
Note 15 Inventories
Goods held for resale
Development properties
Goods held for resale are net of commercial income. Refer to Note 20.
Note 16 Trade and other receivables
Trade receivables
Prepayments
Accrued income
Other receivables
Amounts owed by joint ventures and associates (Note 29)
Total trade and other receivables
Of which:
Current
Non-current
2018
£m
2,259
4
2,263
2018
£m
466
317
261
459
165
1,668
1,482
186
1,668
2017
£m
2,276
25
2,301
2017
£m
490
322
207
483
153
1,655
1,475
180
1,655
Trade and other receivables include commercial income. Refer to Note 20.
Trade and other receivables are generally non interest-bearing. Credit terms vary by country and the nature of the debt, ranging from 7 to 60 days.
At 24 February 2018, trade and other receivables of £13m (2017: £16m) were past due and impaired. The gross amount of trade and other receivables
was £56m (2017: £68m) with a provision of £43m (2017: £52m).
The ageing analysis of these receivables is as follows:
Up to three months past due
Three to six months past due
Over six months past due
106
2018
£m
–
2
11
13
2017
£m
–
3
13
16
Tesco PLC Annual Report and Financial Statements 2018 Note 16 Trade and other receivables continued
At 24 February 2018, trade and other receivables of £95m (2017: £130m) were past due but not impaired. The ageing analysis of these receivables is as follows:
Up to three months past due
Three to six months past due
Over six months past due
No receivables have been renegotiated in the current or prior financial years.
Note 17 Loans and advances to customers
Tesco Bank has loans and advances to customers, as follows:
Current
Non-current
The maturity of these loans and advances is as follows:
Repayable on demand or at short notice
Within three months
Greater than three months but less than one year
Greater than one year but less than five years
After five years
Provision for impairment of loans and advances
2018
£m
83
9
3
95
2018
£m
4,637
6,885
11,522
2018
£m
4
4,604
147
2,633
4,372
11,760
(238)
11,522
2017
£m
119
10
1
130
2017
£m
4,166
5,795
9,961
2017
£m
3
4,107
155
2,419
3,471
10,155
(194)
9,961
At 28 February 2018, £3.5bn (2017: £2.5bn) of the credit card portfolio had its beneficial interest assigned to a securitisation structured entity, Delamare
Cards Receivables Trustee Limited, for use as collateral in securitisation transactions. The total encumbered portion of this portfolio is £1.6bn (2017: £1.9bn).
At 28 February 2018, Delamare Cards MTN Issuer plc had £2.4bn (2017: £1.8bn) notes in issue in relation to securitisation transactions, of which £1.0bn
(2017: £0.8bn) was externally issued. The Group owned £1.1bn (2017: £0.8bn) class A Credit Card backed notes and £0.3bn (2017: £0.2bn) class D Credit Card
backed notes.
Of the total £1.1bn (2017: £0.8bn) class A notes, £0.3bn (2017: £0.6bn) is held in a distinct pool for the purposes of collateralising the Bank of England’s
Term Funding Scheme drawings. All other prepositioned assets with the Bank of England are held within their single collateral pool.
Provision for impairment of loans and advances
At 27 February 2016
Increase in allowance, net of recoveries, charged to the Group income statement
Amounts written off
Unwinding of discount
At 25 February 2017
Increase in allowance, net of recoveries, charged to the Group income statement
Amounts written off
Unwinding of discount
At 24 February 2018
Note 18 Cash and cash equivalents and short-term investments
Cash and cash equivalents
Cash at bank and in hand
Short-term deposits
Short-term investments
Money market funds
£m
(154)
(103)
60
3
(194)
(134)
87
3
(238)
2017
£m
3,498
323
3,821
2017
£m
2,727
2018
£m
3,580
479
4,059
2018
£m
1,029
Included in cash and cash equivalents is an amount of £777m (2017: £777m) that was set aside at the balance sheet date for completion of the merger with
Booker Group PLC. This cash was invested at a floating rate of interest, held in ring-fenced accounts and was not available to the Group. The merger was
completed on 5 March 2018, with £766m being paid on completion. Refer to Note 35 for further details on the Booker Group merger.
107
Tesco PLC Annual Report and Financial Statements 2018Financial statements Notes to the Group financial statements continued
Note 19 Trade and other payables
Trade payables
Other taxation and social security
Other payables
Amounts payable to joint ventures and associates (Note 29)
Accruals and deferred income
Total trade and other payables
Of which:
Current
Non-current
2018
£m
5,416
334
1,947
20
1,643
9,360
8,996
364
9,360
Trade and other payables are net of commercial income. Refer to Note 20.
Note 20 Commercial income
Below are the commercial income balances included within inventories and trade and other receivables, or netted against trade and other payables.
Amounts received in advance of income being earned are included in accruals and deferred income.
2018
£m
(69)
169
186
199
(7)
2018
£m
351
6
–
–
–
126
667
300
17
12
1,479
Par value
–
–
£488m
€500m
$850m
£125m
€750m
£300m
£350m
–
Maturity
–
–
Oct 2017
Nov 2017
Nov 2017
Aug 2018
Nov 2018
Apr 2020
Feb 2029
–
Current assets
Inventories
Trade and other receivables
Trade/other receivables
Accrued income
Current liabilities
Trade and other payables
Trade payables
Accruals and deferred income
Note 21 Borrowings
Current
Bank loans and overdrafts
Loans from joint ventures (Note 29)
LIBOR + 0.5% Term Loan
1.250% MTN
5.5% USD Bond
5.2% Tesco Bank Retail Bond
3.375% MTN
LIBOR + 0.65% Tesco Bank Bond(a)
5.5457% Secured Bond(b)(c)
Finance leases (Note 34)
108
2017
£m
4,914
310
2,422
17
1,536
9,199
8,875
324
9,199
2017
£m
(75)
215
150
213
(22)
2017
£m
912
6
484
423
709
–
–
–
15
11
2,560
Tesco PLC Annual Report and Financial Statements 2018 Note 21 Borrowings continued
Non-current
5.2% Tesco Bank Retail Bond
3.375% MTN
LIBOR + 0.45% Tesco Bank Bond(d)
1.375% MTN(e)
5.5% MTN(e)
1% RPI Tesco Bank Retail Bond(f)
LIBOR + 0.65% Tesco Bank Bond(a)
2.125% MTN
5% Tesco Bank Retail Bond
LIBOR + 0.65% Tesco Bank Bond(g)
6.125% MTN
LIBOR + 0.53% Tesco Bank Bond(h)
5% MTN(e)
2.5% MTN
3.322% LPI MTN(i)
5.5457% Secured Bond(b)(c)
6.067% Secured Bond(b)
LIBOR + 1.2% Secured Bond(b)
6% MTN(e)
5.5% MTN(e)
1.982% RPI MTN(j)
6.15% USD Bond(e)
4.875% MTN(e)
5.125% MTN(e)
5.2% MTN(e)
Finance leases (Note 34)
Par value
£125m
€750m
£150m
€931m
£181m
£70m
£300m
€500m
£200m
£350m
£900m
£300m
£238m
€750m
£335m
£350m
£200m
£50m
£159m
£176m
£277m
$850m
£102m
€356m
£168m
–
Maturity
Aug 2018
Nov 2018
May 2019
Jul 2019
Dec 2019
Dec 2019
Apr 2020
Nov 2020
Nov 2020
May 2021
Feb 2022
Oct 2022
Mar 2023
Jul 2024
Nov 2025
Feb 2029
Feb 2029
Feb 2029
Dec 2029
Jan 2033
Mar 2036
Nov 2037
Mar 2042
Apr 2047
Mar 2057
–
2018
£m
–
–
–
826
183
70
–
441
204
350
952
298
254
666
338
322
190
33
198
221
279
616
103
323
165
110
7,142
2017
£m
129
641
150
1,063
353
67
299
423
210
349
896
–
411
640
326
339
190
31
253
255
270
1,063
175
522
275
103
9,433
(a) This bond was issued on 13 May 2015. The scheduled redemption date of this bond is April 2018.
(b) The bonds are secured by a charge over the property, plant and equipment held within the Tesco Property Limited Partnership, a 100% owned subsidiary of Tesco PLC. The carrying
amounts of assets pledged as security for secured bonds is £786m (2017: £788m).
(c) This is an amortising bond which matures in February 2029. £17m (2017: £15m) is the principal repayment due within the next 12 months. The remainder is payable in quarterly instalments
until maturity in February 2029.
(d) This bond was issued on 6 June 2014 and was redeemed on its scheduled redemption date of 19 May 2017.
(e) During the financial year, the Group undertook a tender for outstanding bonds and as a result the following notional amounts were repaid early: 1.375% Medium Term Note (MTN)
July 2019 €319m, 5.5% MTN December 2019 £169m, 5% MTN March 2023 £151m, 6% MTN December 2029 £41m, 5.5% MTN January 2033 £24m, 6.15% USD bond November 2037
$300m, 4.875% MTN March 2042 £71m, 5.125% MTN April 2047 €244m and 5.2% MTN March 2057 £111m.
(f) The 1% Retail Price Index (RPI) Tesco Bank Retail Bond is redeemable at par, indexed for increases in the RPI over the life of the bond.
(g) This bond was issued on 6 June 2014. The scheduled redemption date of this bond is May 2019.
(h) This bond was issued on 7 November 2017. The scheduled redemption date of this bond is October 2020.
(i) The 3.322% Limited Price Inflation (LPI) MTN is redeemable at par, indexed for increases in the RPI over the life of the MTN. The maximum indexation of the principal in any one year
is 5%, with a minimum of 0%.
(j) The 1.982% RPI MTN is redeemable at par, indexed for increases in the RPI over the life of the MTN.
Borrowing facilities
The Group has the following undrawn committed facilities available at 24 February 2018, in respect of which all conditions precedent had been met
as at that date:
Expiring in less than one year
Expiring between one and two years
Expiring in more than two years
2018
£m
38
–
4,232
4,270
2017
£m
–
–
4,427
4,427
The current year undrawn committed facilities include £1.6bn (2017: £1.8bn) of bilateral facilities and a £2.6bn (2017: £2.6bn) syndicated revolving credit facility.
All facilities incur commitment fees at market rates and would provide funding at floating rates.
109
Tesco PLC Annual Report and Financial Statements 2018Financial statements Notes to the Group financial statements continued
Note 22 Financial instruments
Derivatives are used to hedge exposure to market risks and those that are held as hedging instruments are formally designated as hedges as defined in
IAS 39 ‘Financial Instruments: Recognition and Measurement’. Derivatives may qualify as hedges for accounting purposes and the Group’s hedging policies
are further described below.
Net finance income of £27m (2017: £43m) resulted from hedge ineffectiveness.
Fair value hedges
The Group maintains interest rate and cross-currency swap contracts as fair value hedges of the interest rate and currency risk on fixed rate debt issued by
the Group. Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recorded in the Group income statement, together
with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk. The gain or loss on the hedging instrument and
hedged item is recognised in the Group income statement within finance income or costs. If the hedge no longer meets the criteria for hedge accounting,
the adjustment to the carrying value of the hedged item is amortised to the Group income statement on an effective interest rate basis.
A loss of £245m on hedging instruments was recognised during the year, offset by a gain of £261m on hedged items (2017: a gain of £126m on hedging
instruments, offset by a loss of £26m on hedged items).
Cash flow hedges
The Group uses forward contracts to mainly hedge the foreign currency cost of future purchases of goods for resale, where those purchases are
denominated in a currency other than the functional currency of the purchasing company. Where these contracts qualify for hedge accounting, fair value
gains and losses are deferred in equity. These hedging instruments are primarily used to hedge purchases in Euros and US Dollars. The cash flows hedged
will occur and will affect the Group income statement within one year of the balance sheet date.
The Group also uses index-linked swaps to hedge cash flows on index-linked debt, interest rate swaps to hedge interest cash flows on debt and cross-currency
swaps to hedge cash flows on fixed rate debt denominated in foreign currencies.
The Group also uses forward contracts to hedge the future purchase of diesel for own use.
Cash flow hedging ineffectiveness resulted in a gain of £11m during the year (2017: a loss of £57m).
Net investment hedges
The Group uses currency denominated borrowings to hedge the exposure of a portion of its net investment in overseas operations (with non-Sterling
functional currency) against changes in value due to changes in foreign exchange rates. There was £nil (2017: £nil) that was recorded as resulting from
net investment hedge ineffectiveness.
Gains and losses accumulated in equity are recycled to the Group income statement on disposal of overseas operations.
Financial instruments not qualifying for hedge accounting
The Group’s policy does not permit use of derivatives for trading purposes. However, some derivatives do not qualify for hedge accounting, or are specifically
not designated as a hedge where gains and losses on the hedging instrument and the hedged item naturally offset in the Group income statement.
These instruments include index-linked swaps and forward foreign currency contracts. Changes in the fair value of any derivative instruments that do not
qualify for hedge accounting are recognised immediately in the Group income statement within finance income or costs.
The fair values of derivative financial instruments have been disclosed in the Group balance sheet as follows:
Current
Non-current
2018
2017
Asset
£m
27
1,117
1,144
Liability
£m
(69)
(594)
(663)
Asset
£m
286
1,303
1,589
Liability
£m
(61)
(607)
(668)
The fair value and notional amounts of derivatives analysed by hedge type are as follows:
Fair value hedges
Interest rate swaps and similar instruments
Cross-currency swaps
Cash flow hedges
Interest rate swaps and similar instruments
Cross-currency swaps
Index-linked swaps
Forward contracts
Derivatives not in a formal hedge relationship
Interest rate swaps and similar instruments
Cross-currency swaps
Index-linked swaps
Forward contracts
Total
2018
2017
Asset
Liability
Asset
Liability
Fair value
£m
Notional
£m
Fair value
£m
Notional
£m
Fair value
£m
Notional
£m
Fair value
£m
Notional
£m
43
129
–
216
160
23
4
–
564
5
1,144
2,424
401
–
1,413
672
736
436
–
3,590
795
10,467
(87)
(48)
(17)
–
–
(53)
(1)
–
(443)
(14)
(663)
1,728
207
110
–
–
1,491
528
–
3,590
1,896
9,550
29
386
–
334
152
75
3
1
592
17
1,589
543
791
–
2,384
651
1,174
71
27
3,589
1,126
10,356
(116)
(26)
(38)
–
–
(1)
(6)
(9)
(446)
(26)
(668)
3,050
408
598
–
–
947
1,156
44
3,589
741
10,533
110
Tesco PLC Annual Report and Financial Statements 2018 Note 22 Financial instruments continued
Financial instruments not qualifying for hedge accounting continued
The carrying value and fair value of financial assets and liabilities are as follows:
Assets
Cash and cash equivalents
Loans and advances to customers – Tesco Bank
Short-term investments
Other investments
Joint ventures and associates loan receivables*
Derivative financial instruments:
Interest rate swaps and similar instruments
Cross-currency swaps
Index-linked swaps
Forward contracts
Total assets
Liabilities
Short-term borrowings:
Amortised cost
Bonds in fair value hedge relationships
Long-term borrowings:
Amortised cost
Bonds in fair value hedge relationships
Finance leases
Customer deposits – Tesco Bank
Deposits from banks – Tesco Bank
Derivative financial instruments:
Interest rate swaps and similar instruments
Cross-currency swaps
Index-linked swaps
Forward contracts
Total liabilities
Net assets/(liabilities)
2018
Carrying
value
£m
2017
Fair
value
£m
Carrying
value
£m
4,059
11,522
1,029
928
138
47
345
724
28
18,820
(1,467)
–
(6,137)
(895)
(122)
(9,245)
(1,539)
(105)
(48)
(443)
(67)
(20,068)
(1,248)
4,059
11,659
1,029
928
139
47
345
724
28
18,958
(1,240)
–
(6,210)
(818)
(132)
(9,224)
(1,539)
(105)
(48)
(443)
(67)
(19,826)
(868)
3,821
9,961
2,727
1,107
137
32
721
744
92
19,342
(2,246)
(303)
(7,977)
(1,353)
(114)
(8,463)
(500)
(160)
(35)
(446)
(27)
(21,624)
(2,282)
Fair
value
£m
3,821
10,178
2,727
1,107
158
32
721
744
92
19,580
(2,269)
(291)
(8,414)
(1,248)
(125)
(8,485)
(500)
(160)
(35)
(446)
(27)
(22,000)
(2,420)
* Joint ventures and associates loan receivables carrying amounts of £138m (2017: £137m) are presented in the Group balance sheet net of deferred profits of £54m (2017: £54m)
historically arising from the sale of property assets to joint ventures.
The fair values of financial instruments and derivatives have been determined by reference to prices available from the markets on which the instruments
are traded, where they are available. Where market prices are not available, the fair value has been calculated by discounting expected future cash flows at
prevailing interest rates. The above table excludes trade and other receivables/payables which have fair values equal to their carrying values. The expected
maturity of the financial assets and liabilities is not considered to be materially different to their current and non-current classification.
Financial assets and liabilities by category
The accounting classifications of each class of financial assets and liabilities at 24 February 2018 and 25 February 2017 are as follows:
At 24 February 2018
Cash and cash equivalents
Loans and advances to customers – Tesco Bank
Short-term investments
Other investments
Joint ventures and associates loan receivables
Customer deposits – Tesco Bank
Deposits from banks – Tesco Bank
Short-term borrowings
Long-term borrowings
Finance leases
Derivative financial instruments:
Interest rate swaps and similar instruments
Cross-currency swaps
Index-linked swaps
Forward contracts
Loans and
receivables/
other financial
liabilities
£m
4,059
11,522
1,029
–
138
(9,245)
(1,539)
(1,467)
(7,032)
(122)
Available-
for-sale
£m
–
–
–
928
–
–
–
–
–
–
–
–
–
–
928
–
–
–
–
(2,657)
Fair value
through
profit or
loss
£m
–
–
–
–
–
–
–
–
–
–
(58)
297
281
(39)
481
Total
£m
4,059
11,522
1,029
928
138
(9,245)
(1,539)
(1,467)
(7,032)
(122)
(58)
297
281
(39)
(1,248)
111
Tesco PLC Annual Report and Financial Statements 2018Financial statements Notes to the Group financial statements continued
Note 22 Financial instruments continued
Financial assets and liabilities by category continued
At 25 February 2017
Cash and cash equivalents
Loans and advances to customers – Tesco Bank
Short-term investments
Other investments
Joint ventures and associates loan receivables
Customer deposits – Tesco Bank
Deposits from banks – Tesco Bank
Short-term borrowings
Long-term borrowings
Finance leases
Derivative financial instruments:
Interest rate swaps and similar instruments
Cross-currency swaps
Index-linked swaps
Forward contracts
Loans and
receivables/
other financial
liabilities
£m
3,821
9,961
2,727
13
137
(8,463)
(500)
(2,549)
(9,330)
(114)
Available-
for-sale
£m
–
–
–
1,094
–
–
–
–
–
–
–
–
–
–
1,094
–
–
–
–
(4,297)
Fair value
through
profit or
loss
£m
–
–
–
–
–
–
–
–
–
–
(128)
686
298
65
921
Total
£m
3,821
9,961
2,727
1,107
137
(8,463)
(500)
(2,549)
(9,330)
(114)
(128)
686
298
65
(2,282)
The above tables exclude trade and other receivables/payables that are classified under loans and receivables/other financial liabilities.
Fair value measurement
The following table presents the Group’s financial assets and liabilities that are measured at fair value at 24 February 2018 and 25 February 2017, by level
of fair value hierarchy:
– quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1);
– inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly
(that is, derived from prices) (Level 2); and
– inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (Level 3).
At 24 February 2018
Assets
Available-for-sale financial assets
Derivative financial instruments:
Interest rate swaps and similar instruments
Cross-currency swaps
Index-linked swaps
Forward contracts
Total assets
Liabilities
Derivative financial instruments:
Interest rate swaps and similar instruments
Cross-currency swaps
Index-linked swaps
Forward contracts
Total liabilities
Net assets/(liabilities)
At 25 February 2017
Assets
Available-for-sale financial assets
Derivative financial instruments:
Interest rate swaps and similar instruments
Cross-currency swaps
Index-linked swaps
Forward contracts
Total assets
Liabilities
Derivative financial instruments:
Interest rate swaps and similar instruments
Cross-currency swaps
Index-linked swaps
Forward contracts
Total liabilities
Net assets/(liabilities)
112
Level 1
£m
Level 2
£m
Level 3
£m
923
–
–
–
–
923
–
–
–
–
–
923
–
47
345
724
28
1,144
(105)
(48)
(443)
(67)
(663)
481
5
–
–
–
–
5
–
–
–
–
–
5
Level 1
£m
Level 2
£m
Level 3
£m
964
–
–
–
–
964
–
–
–
–
–
964
–
32
721
744
92
1,589
(160)
(35)
(446)
(27)
(668)
921
130
–
–
–
–
130
–
–
–
–
–
130
Total
£m
928
47
345
724
28
2,072
(105)
(48)
(443)
(67)
(663)
1,409
Total
£m
1,094
32
721
744
92
2,683
(160)
(35)
(446)
(27)
(668)
2,015
Tesco PLC Annual Report and Financial Statements 2018 Note 22 Financial instruments continued
Fair value measurement continued
The following table presents the changes in Level 3 instruments for the 52 weeks ended 24 February 2018 and 52 weeks ended 25 February 2017:
At the beginning of the year
Gains/(losses) recognised in finance costs in the Group income statement
Gains/(losses) recognised in the Group statement of comprehensive income/(loss)
Disposal of available-for-sale financial asset
Addition of available-for-sale financial asset
At the end of the year
2018
£m
130
–
68
(196)
3
5
2017
£m
125
(4)
90
(81)
–
130
During the financial year, there were no transfers (2017: £nil) between Level 1 and Level 2 fair value measurements, and no transfers into and out of Level 3 fair
value measurements (2017: £nil). During the financial year, the Group fully disposed of its remaining investment in Lazada, an investment in an unlisted entity,
resulting in a £70m revaluation gain offset by £2m foreign exchange loss. Refer to Note 31 for further details.
Offsetting of financial assets and liabilities
The following tables show those financial assets and liabilities subject to offsetting, enforceable master netting arrangements and similar agreements.
At 24 February 2018
Financial assets
Cash and cash equivalents
Derivative financial instruments
Total trade and other receivables(a)
Total assets
Financial liabilities
Bank loans and overdrafts
Repurchases, securities lending and similar agreements(b)
Derivative financial instruments
Total trade and other payables(c)
Total liabilities
At 25 February 2017
Financial assets
Cash and cash equivalents
Derivative financial instruments
Total trade and other receivables(a)
Total assets
Financial liabilities
Bank loans and overdrafts
Repurchases, securities lending and similar agreements(b)
Derivative financial instruments
Total trade and other payables(c)
Total liabilities
Gross
amounts
of recognised
financial
assets/
(liabilities)
£m
Gross amounts
of financial
assets/
(liabilities)
offset in
the Group
balance sheet
£m
Net amounts
presented in
the Group
balance sheet
£m
Related amounts not offset
in the Group balance sheet
Financial
instruments
£m
Collateral
£m
4,187
1,144
1,887
7,218
(479)
(200)
(663)
(9,579)
(10,921)
(128)
–
(219)
(347)
128
–
–
219
347
4,059
1,144
1,668
6,871
(351)
(200)
(663)
(9,360)
(10,574)
–
(217)
–
(217)
–
380
217
–
597
–
(18)
–
(18)
–
–
55
–
55
Gross
amounts
of recognised
financial
assets/
(liabilities)
£m
Gross amounts
of financial
assets/
(liabilities)
offset in
the Group
balance sheet
£m
Net amounts
presented in
the Group
balance sheet
£m
Related amounts not offset
in the Group balance sheet
Financial
instruments
£m
Collateral
£m
4,085
1,589
1,894
7,568
(1,176)
(100)
(668)
(9,438)
(11,382)
(264)
–
(239)
(503)
264
–
–
239
503
3,821
1,589
1,655
7,065
(912)
(100)
(668)
(9,199)
(10,879)
–
(308)
–
(308)
–
100
308
–
408
–
(11)
–
(11)
–
–
115
–
115
Net
amount
£m
4,059
909
1,668
6,636
(351)
180
(391)
(9,360)
(9,922)
Net
amount
£m
3,821
1,270
1,655
6,746
(912)
–
(245)
(9,199)
(10,356)
(a) Total trade and other receivables includes £317m (2017: £322m) of prepayments.
(b) Repurchases, securities lending and similar agreements are included within the deposits from banks balance of £1,539m (2017: £500m) in the Group balance sheet. Refer to Note 24.
(c) Total trade and other payables includes £264m (2017: £268m) of deferred income.
For the financial assets and liabilities subject to enforceable master netting arrangements above, each agreement between the Group and the counterparty
allows for net settlement of the relevant financial assets and liabilities when both elect to settle on a net basis. In the absence of such an election, financial
assets and liabilities will be settled on a gross basis. However, each party to the master netting agreement or similar agreement will have the option to settle
all such amounts on a net basis in the event of default of the other party.
113
Tesco PLC Annual Report and Financial Statements 2018Financial statements Notes to the Group financial statements continued
Note 23 Financial risk factors
The main financial risks faced by the Group relate to fluctuations in interest and foreign exchange rates, the risk of default by counterparties to financial
transactions and the availability of funds to meet business needs. The management of these risks is set out below.
Financial risk management is carried out by a central treasury department under policies approved and delegated by the Board of Directors. The Board
provides written principles for risk management.
Interest rate risk
Debt issued at variable rates, as well as cash deposits and short-term investments, exposes the Group to cash flow interest rate risk. Debt issued at fixed
rates exposes the Group to fair value risk.
The Group’s policy is to target fixing a minimum of 50%–70% of interest costs for senior unsecured debt of the Group excluding Tesco Bank. At 24 February 2018,
the percentage of interest-bearing debt at fixed rates was 90% (2017: 88%). The weighted average rate of interest paid on senior unsecured debt this financial
year, excluding joint ventures and associates, was 4.26% (2017: 4.08%).
Forward rate agreements, interest rate swaps, caps and floors may be used to achieve the desired mix of fixed and floating rate debt.
The Group has RPI linked debt where the principal is indexed to increases in the RPI. RPI debt is treated as floating rate debt. The Group also has LPI linked debt,
where the principal is indexed to RPI, with an annual maximum increase of 5% and a minimum of 0%. LPI debt is treated as fixed rate debt. RPI linked debt and
LPI linked debt are hedged for the effects of inflation until maturity.
For interest rate risk relating to Tesco Bank, refer to the separate section on Tesco Bank financial risk factors on pages 116 and 117.
During 2018 and 2017, net debt was managed using derivative instruments to hedge interest rate risk.
Cash and cash equivalents
Loans and advances to customers – Tesco Bank
Short-term investments
Other investments
Joint ventures and associates loan receivables
Finance leases
Bank and other borrowings
Customer deposits – Tesco Bank
Deposits from banks – Tesco Bank
Derivative effect:
Interest rate swaps
Cross-currency swaps
Index-linked swaps
Total
Fixed
£m
–
6,929
–
803
76
(122)
(6,836)
(3,447)
(1,539)
(5,096)
608
(337)
(8,961)
2018
Floating
£m
4,059
4,593
1,029
125
62
–
(1,663)
(5,798)
–
5,096
(608)
337
7,232
Total
£m
4,059
11,522
1,029
928
138
(122)
(8,499)
(9,245)
(1,539)
–
–
–
(1,729)
Fixed
£m
–
5,738
–
1,022
74
(114)
(9,324)
(3,984)
(500)
(5,288)
1,199
(328)
(11,505)
2017
Floating
£m
3,821
4,223
2,727
85
63
–
(2,555)
(4,479)
–
5,288
(1,199)
328
8,302
Total
£m
3,821
9,961
2,727
1,107
137
(114)
(11,879)
(8,463)
(500)
–
–
–
(3,203)
Credit risk
Credit risk arises from cash and cash equivalents, trade and other receivables, customer deposits, financial instruments and deposits from banks and
financial institutions.
The Group holds positions with an approved list of investment-grade rated counterparties and monitors the exposure, credit rating, outlook and credit
default swap levels of these counterparties on a regular basis. The net counterparty exposure under derivative contracts is £0.9bn (2017: £1.3bn). The Group
considers its maximum credit risk to be £19.6bn (2017: £20.1bn) being the Group’s total financial assets.
For credit risk relating to Tesco Bank, refer to the separate section on Tesco Bank financial risk factors on page 117.
Liquidity risk
The Group finances its operations by a combination of retained profits, disposals of assets, debt capital market issues, commercial paper, bank borrowings
and leases. The policy is to maintain a prudent level of cash together with sufficient committed bank facilities to meet liquidity needs as they arise. The Group
retains access to capital markets so that maturing debt may be refinanced as it falls due.
Liquidity risk is managed by short-term and long-term cash flow forecasts. In addition, the Group has undrawn committed facilities totalling £4.3bn
(2017: £4.4bn), consisting of a syndicated revolving credit facility and bilateral facilities, which mature between 2019 and 2021.
The Group has a £15.0bn Euro Medium Term Note programme, of which £5.3bn was in issue at 24 February 2018 (2017: £6.8bn), plus £0.6bn equivalent of USD
denominated notes issued under 144A documentation (2017: £1.7bn).
For liquidity risk relating to Tesco Bank, refer to the separate section on Tesco Bank financial risk factors on page 116.
The following is an analysis of the undiscounted contractual cash flows payable under financial liabilities and derivatives taking into account contractual terms
that provide the counterparty a choice of when (the earliest date) an amount is repaid by the Group. The potential cash outflow of £18.6bn is considered
acceptable as it is offset by financial assets of £19.6bn (2017: £18.4bn offset by financial assets of £20.1bn).
The undiscounted cash flows will differ from both the carrying values and fair values. Floating rate interest is estimated using the prevailing rate at the balance
sheet date. Cash flows in foreign currencies are translated using spot rates at the balance sheet date. For index-linked liabilities, inflation is estimated at 3%
for the life of the liability (2017: 3%).
114
Tesco PLC Annual Report and Financial Statements 2018 Note 23 Financial risk factors continued
Liquidity risk continued
At 24 February 2018
Non-derivative financial liabilities
Bank and other borrowings
Interest payments on borrowings
Customer deposits – Tesco Bank
Deposits from banks – Tesco Bank
Finance leases
Trade and other payables*
Derivative and other financial liabilities
Net settled derivative contracts – receipts
Net settled derivative contracts – payments
Gross settled derivative contracts – receipts
Gross settled derivative contracts – payments
Total
At 25 February 2017
Non-derivative financial liabilities
Bank and other borrowings
Interest payments on borrowings
Customer deposits – Tesco Bank
Deposits from banks – Tesco Bank
Finance leases
Trade and other payables*
Derivative and other financial liabilities
Net settled derivative contracts – receipts
Net settled derivative contracts – payments
Gross settled derivative contracts – receipts
Gross settled derivative contracts – payments
Total
Due
within
1 year
£m
(1,401)
(298)
(7,655)
(209)
(20)
(8,996)
27
(57)
97
(134)
(18,646)
Due
within
1 year
£m
(2,634)
(349)
(6,658)
(100)
(19)
(8,875)
34
(96)
1,402
(1,118)
(18,413)
Due
between
1 and 2
years
£m
Due
between
2 and 3
years
£m
Due
between
3 and 4
years
£m
Due
between
4 and 5
years
£m
(1,445)
(323)
(874)
(12)
(34)
(34)
16
(221)
79
(72)
(2,920)
(963)
(243)
(500)
(412)
(11)
(34)
11
(367)
519
(493)
(2,493)
(926)
(219)
(179)
(947)
(11)
(25)
9
(69)
70
(121)
(2,418)
(28)
(163)
(105)
–
(11)
(24)
7
(87)
57
(51)
(405)
Due
between
1 and 2
years
£m
Due
between
2 and 3
years
£m
Due
between
3 and 4
years
£m
Due
between
4 and 5
years
£m
(1,076)
(352)
(1,147)
(301)
(16)
(27)
23
(59)
105
(83)
(2,933)
(1,850)
(379)
(423)
(1)
(23)
(17)
19
(251)
105
(85)
(2,905)
(645)
(288)
(167)
(100)
(9)
(11)
14
(414)
528
(506)
(1,598)
(926)
(268)
(174)
–
(9)
(11)
10
(86)
96
(130)
(1,498)
Due
beyond
5 years
£m
(3,860)
(1,852)
–
–
(120)
(247)
1,379
(151)
2,178
(1,751)
(4,424)
Due
beyond
5 years
£m
(4,771)
(2,906)
–
–
(126)
(258)
1,430
(197)
2,878
(2,248)
(6,198)
* Trade and other payables includes £264m (2017: £268m) of deferred income.
Foreign exchange risk
The Group is exposed to foreign exchange risk principally via:
– transactional exposure that arises from the cost of future purchases of goods, where those purchases are denominated in a currency other than the
functional currency of the purchasing company. Transactional currency exposures that could significantly impact the Group income statement are
hedged. These exposures are hedged via forward foreign currency contracts or purchased currency options, which are designated as cash flow hedges.
At 24 February 2018, forward foreign currency transactions, designated as cash flow hedges, equivalent to £2.2bn were outstanding (2017: £2.1bn).
The notional and fair values of these contracts is shown in Note 22;
– net investment exposure arises from changes in the value of net investments denominated in currencies other than Pounds Sterling. The Group hedges a part
of its investments in its international subsidiaries via foreign currency derivatives and borrowings in matching currencies, which are formally designated as net
investment hedges. During the financial year, currency movements increased the net value, after the effects of hedging, of the Group’s overseas assets by
£318m (2017: increase by £751m). The Group also ensures that each subsidiary is appropriately hedged in respect of its non-functional currency assets; and
– loans to non-UK subsidiaries. These are hedged via foreign currency derivatives and borrowings in matching currencies. These are not formally designated
as hedges as gains and losses on hedges and hedged loans will naturally offset.
The impact on the Group financial statements from foreign currency volatility is shown in the sensitivity analysis below.
Sensitivity analysis
The analysis excludes the impact of movements in market variables on the carrying value of pension and other post-employment obligations and on the
retranslation of overseas net assets as required by IAS 21 ‘The Effects of Changes in Foreign Exchange Rates’. However, it does include the foreign exchange
sensitivity resulting from local entity non-functional currency financial instruments.
The sensitivity analysis has been prepared on the basis that the amount of net debt, the ratio of fixed to floating interest rates of the debt and derivatives
portfolio, and the proportion of financial instruments in foreign currencies are all constant and on the basis of the hedge designations in place at 24 February 2018.
It should be noted that the sensitivity analysis reflects the impact on income and equity due to financial instruments held at the balance sheet date.
It does not reflect any change in sales or costs that may result from changing interest or exchange rates.
115
Tesco PLC Annual Report and Financial Statements 2018Financial statements Notes to the Group financial statements continued
Note 23 Financial risk factors continued
Sensitivity analysis continued
The following assumptions were made in calculating the sensitivity analysis:
– the sensitivity of interest payable to movements in interest rates is calculated on net floating rate exposures on debt, deposits and derivative instruments
with no sensitivity assumed for RPI-linked debt, which has been swapped to fixed rates;
– changes in the carrying value of derivative financial instruments designated as fair value hedges from movements in interest rates or foreign exchange rates
have an immaterial effect on the Group income statement and equity due to compensating adjustments in the carrying value of debt;
– changes in the carrying value of derivative financial instruments designated as net investment hedges from movements in foreign exchange rates are recorded
directly in the Group statement of comprehensive income/(loss);
– changes in the carrying value of derivative financial instruments not designated as hedging instruments only affect the Group income statement;
– all other changes in the carrying value of derivative financial instruments designated as hedging instruments are fully effective with no impact on the Group
income statement; and
– the floating leg of any swap or any floating rate debt is treated as not having any interest rate already set, therefore a change in interest rates affects a full
12-month period for the interest payable portion of the sensitivity calculations.
Using the above assumptions, the following table shows the illustrative effect on the Group income statement and equity that would result, at the balance
sheet date, from changes in interest rates and currency exchange rates that are reasonably possible for major currencies where there have recently been
significant movements:
1% increase in interest rates (2017: 1%)
10% appreciation of the Euro (2017: 10%)
10% appreciation of the US Dollar (2017: 10%)
2018
2017
Income
gain/(loss)
£m
69
4
6
Equity
gain/(loss)
£m
(30)
(143)
129
Income
gain/(loss)
£m
80
(83)
6
Equity
gain/(loss)
£m
(39)
(108)
170
A decrease in interest rates and a depreciation of foreign currencies would have the opposite effect to the impact in the table above.
The impact on the Group statement of comprehensive income/(loss) from changing exchange rates results from the revaluation of financial liabilities used as
net investment hedges. The impact on the Group statement of comprehensive income/(loss) will largely be offset by the revaluation in equity of the hedged assets.
Capital risk
The Group’s objectives when managing capital (defined as net debt plus equity) are to safeguard the Group’s ability to continue as a going concern in order to
provide returns to shareholders and benefits for other stakeholders, while protecting and strengthening the Group balance sheet through the appropriate
balance of debt and equity funding. The Group manages its capital structure and makes adjustments to it, in light of changes to economic conditions and the
strategic objectives of the Group.
To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, buy back shares and cancel them, or issue new shares.
The Group raises finance in the public debt markets and borrows from financial institutions. The policy for debt is to smooth the debt maturity profile with
the objective of ensuring continuity of funding. This policy continued during the financial year, with debt redeemed of £2.7bn (2017: £1.9bn). No new bonds
were issued in either the current or previous financial year. The Group borrows centrally and locally, using a variety of capital market instruments and
borrowing facilities to meet the Group’s business requirements of each local business.
Refer to Note 30 for the value of the Group’s net debt (£2.6bn; 2017: £3.7bn), and the Group statement of changes in equity for the value of the Group’s equity
(£10.5bn; 2017: £6.4bn).
Insurance risk
The Group is exposed to the risk of being inadequately protected from liabilities arising from unforeseen events. The Group purchased assets, earnings
and combined liability protection from the open insurance market for higher value losses only.
The risk not transferred to the insurance market is retained within the Group with some cover being provided by the Group’s captive insurance companies, ELH
Insurance Limited in Guernsey and Valiant Insurance Company DAC (formerly Valiant Insurance Company Limited) in the Republic of Ireland. ELH Insurance
Limited covers Assets, Earnings and Combined Liability, while Valiant Insurance Company DAC covers Combined Liability only.
Tesco Bank
Interest rate risk
Interest rate risk arises mainly where assets and liabilities in Tesco Bank’s banking activities have different repricing dates and from unexpected changes to the
yield curve. Tesco Bank is exposed to interest rate risk through dealings with retail customers as well as through lending to and borrowing from the wholesale
market. Tesco Bank has established limits for risk appetite and stress tests are performed using sensitivity to fluctuations in underlying interest rates in order
to monitor this risk. Tesco Bank also use the Capital at Risk (CaR) approach which assesses the sensitivity (value change) of a reduction in the Bank’s capital to
movements in interest rates. The scenarios considered include both parallel and non-parallel movements of the yield curve and have been designed to assess
impacts across a suitable range of severe but plausible movements in interest rates. Interest rate risk is primarily managed using interest rate swaps as the main
hedging instrument.
Liquidity and funding risk
Liquidity risk is the risk that Tesco Bank has insufficient liquidity resources to meet its obligations as they fall due. Funding risk is the risk that Tesco Bank does
not have sufficiently stable and diverse sources of funding.
Tesco Bank operates within a Liquidity Risk Management Policy Framework (LRMP) to ensure that sufficient funds are available at all times to meet demands
from depositors, to fund agreed advances, to meet other commitments as and when they fall due, and to ensure the Board’s risk appetite is met.
Liquidity and funding risks are assessed through the Individual Liquidity Adequacy Assessment Process (ILAAP) on at least an annual basis. Formal limits
are set within the LRMP to maintain liquidity risk exposures within the Liquidity Risk Appetite set by the Board and key liquidity measures are monitored
on a regular basis. Tesco Bank maintains a conservative liquidity and funding profile to confirm that it is able to meet its financial obligations under normal,
and stressed, market conditions.
116
Tesco PLC Annual Report and Financial Statements 2018 Note 23 Financial risk factors continued
Tesco Bank continued
Credit risk
Credit risk is the risk that a bank borrower or counterparty will fail to meet its obligations in accordance with contractually agreed terms and Tesco Bank will
incur losses as a result. Credit risk principally arises from the Bank’s retail lending activities but also from the placement of surplus funds with other banks
and money market funds, investments in transferable securities and interest rate and foreign exchange derivatives. In addition, credit risk arises from
contractual arrangements with third parties where payments and commissions are due to the Bank for short periods of time.
Retail credit policy is managed through the credit risk policy framework with minimum requirements for management of credit activities defined across the
customer life cycle. Customer lending decisions are managed principally through the deployment of appropriate credit scoring and associated rules, which
exclude specific areas of lending, and an affordability assessment which determines a customer’s ability to repay the advances they are seeking. Wholesale
credit risk is managed using a limit-based framework, with limits determined by counterparty credit worthiness, instrument type and remaining tenor. A limits
framework is also in place for the management of third-party credit risk exposures.
Ineffective management and controls over the emerging asset quality of the Group’s lending portfolios could expose the Group to unacceptable levels of bad
debt. The Group’s asset quality is reflected through the level of its impairment by lending type. Asset quality profiles are regularly monitored and reported to
the appropriate senior management team and risk committees.
The table below presents an analysis of credit exposure by impairment status across the different exposure classes. The table predominantly relates to
banking assets; the retail instalment lending applies to credit agreements in the insurance business. The amounts below are presented gross of impairment
and exclude fair value hedge adjustments of £(16)m (2017: £23m). Prior year balances have been re-presented to reflect this change.
Credit quality of loans and advances
At 24 February 2018
Past due and impaired
Less than 90 days past due
90-179 days past due
180 days plus past due
Past due but not impaired
Less than 29 days past due
30-59 days past due
60-119 days past due
Neither past due nor impaired
Low risk(a)
High risk(b)
Total
At 25 February 2017
Past due and impaired
Less than 90 days past due
90-179 days past due
180 days plus past due
Past due but not impaired
Less than 29 days past due
30-59 days past due
60-119 days past due
Neither past due nor impaired
Low risk(a)
High risk(b)
Total
Retail
unsecured
lending
£m
Retail
mortgage
lending
£m
Retail
instalment
lending
£m
44
59
109
55
20
13
–
–
–
1
–
–
8,010
327
8,637
2,983
26
3,010
–
–
–
–
–
–
129
–
129
Retail
unsecured
lending
£m
Retail
mortgage
lending
£m
Retail
instalment
lending
£m
32
48
99
48
16
10
–
–
–
1
–
–
–
–
–
–
–
–
Total
£m
44
59
109
56
20
13
11,122
353
11,776
Total
£m
32
48
99
49
16
10
7,426
152
7,831
2,144
16
2,161
140
–
140
9,710
168
10,132
(a) Low risk is defined as an asset with a probability of default of less than 10%.
(b) High risk is defined as an asset with a probability of default of 10% or more.
The credit risk exposure from off balance sheet items in 2018, mainly undrawn contractual lending commitments, was £12.4bn (2017: £12.1bn).
Insurance risk
Tesco Bank is indirectly exposed to insurance risks through its ownership of 49.9% of Tesco Underwriting Limited (TU), an authorised insurance company.
Insurance risk is defined as the risk accepted through the provision of insurance products in return for a premium. The timing and quantum of the risks are
uncertain and determined by events outside the control of Tesco Bank. The key insurance risks within TU relate to underwriting risk and reserving risk.
TU operates a separate framework to ensure that the TU insurance portfolio operates within agreed risk appetite. The Bank closely monitors performance
of the portfolio against specific thresholds and limits
117
Tesco PLC Annual Report and Financial Statements 2018Financial statements Notes to the Group financial statements continued
Note 24 Customer deposits and deposits from banks
Customer deposits
Deposits from banks
Of which:
Current
Non-current
Deposits from banks include liabilities of £200m (2017: £100m) that have been sold under sale and repurchase agreements.
2018
£m
9,245
1,539
10,784
7,812
2,972
10,784
Note 25 Provisions
At 27 February 2016
Foreign currency translation
Amount released in the year
Amount provided in the year
Amount utilised in the year
Transfer to disposal group classified as held for sale
Unwinding of discount
At 25 February 2017
Foreign currency translation
Amount released in the year
Amount provided in the year
Amount utilised in the year
Unwinding of discount
At 24 February 2018
The balances are analysed as follows:
Current
Non-current
Property
provisions
£m
875
12
(38)
99
(141)
–
44
851
5
(33)
153
(120)
13
869
Restructuring
provisions
£m
83
4
(18)
196
(162)
(5)
–
98
1
(32)
157
(146)
–
Other
provisions
£m
66
–
–
136
(28)
–
–
174
–
(14)
211
(50)
–
78
321
2018
£m
547
721
1,268
2017
£m
8,463
500
8,963
6,687
2,276
8,963
Total
£m
1,024
16
(56)
431
(331)
(5)
44
1,123
6
(79)
521
(316)
13
1,268
2017
£m
438
685
1,123
Property provisions
Property provisions comprise onerous lease provisions, including leases on unprofitable stores and vacant properties, dilapidations provisions and asset
retirement obligation provisions. These provisions are based on the least net cost of fulfilling or exiting the contract.
The calculation of the value in use of the leased properties to the Group is based on the same assumptions for growth rates and expected changes to future
cash flows as those for Group owned properties, as discussed in detail in Note 11, discounted at the appropriate risk free rate. The cost of exiting lease
contracts is estimated as the present value of expected surrender premiums or deficits from subletting at market rents, assuming that the Group can sublet
properties at market rents, based on discounting at the appropriate risk adjusted rate. For some leases, termination of the lease at the break clause requires
the Group to either purchase the property or buy out the equity ownership of the property at fair value. No value is attributed to the purchase conditions
since they are at fair value. It is also assumed that the Group is indifferent to purchasing the properties.
Based on the factors set out above, the Group has recognised a net onerous property provision charge in the year of £120m (2017: £61m), largely relating
to onerous lease contracts for fully impaired properties and other onerous contracts relating to properties. The Group has performed sensitivity analysis
on the onerous lease provisions using reasonably possible scenarios based on recent market movements. Neither a half a percentage point increase nor
decrease in the risk-free rate would result in a material change to the onerous lease provisions.
Of the £120m net onerous property provision charge (£153m charge, £33m release) recognised in the year, a £105m charge has been recognised as an
exceptional item; a £116m charge in cost of sales and £11m release in property-related items. This is made up of a £108m charge classified as ‘Net impairment
reversal of non-current assets and onerous lease provisions’, a £2m charge classified as ‘Net restructuring and redundancy costs’, and a £5m release
classified as ‘Property transactions’.
Onerous lease provisions will be utilised over the relevant lease terms, predominantly within the next 25 years.
Restructuring provisions
Of the £125m net charge (£157m charge, £32m release) recognised in the year, a £68m charge relating to UK & ROI changes to store and call centre colleague
structures and working practices and a £34m charge relating to head office restructuring have been classified as exceptional items. The exceptional
provisions are expected to be utilised in the next financial year.
118
Tesco PLC Annual Report and Financial Statements 2018 Note 25 Provisions continued
Other provisions
Other provisions relate primarily to an ongoing court case with Her Majesty’s Revenue & Customs (HMRC). Tesco PLC and Tesco Freetime Limited, a
wholly-owned subsidiary undertaking of the Group, initiated an appeal against HMRC regarding the treatment of VAT on Clubcard rewards. In August 2017,
the Group’s appeal was upheld in the First Tier Tribunal. As a result of the Tribunal’s decision, the Group recovered VAT and interest of £160m for periods up
to 25 February 2017, which have been included within exceptional cash flows in Note 4. A further £12m is recoverable in relation to the 52 weeks ended
24 February 2018. HMRC have appealed the Tribunal’s decision and as a result, the Group has recognised a provision of £176m for these amounts plus
penalty interest, which would be due if HMRC were to be successful in their appeal.
Included in other provisions is a provision of £61m (2017: £91m) to cover the cost of the compensation scheme and related costs, as agreed with the UK
Financial Conduct Authority (FCA). In the previous financial year, the Group agreed with the FCA (under its statutory powers) to establish a compensation
scheme to compensate certain net purchasers of Tesco ordinary shares and listed bonds between 29 August 2014 and 19 September 2014 inclusive. This
charge was classified as an exceptional item in administrative expenses. With the compensation scheme now closed to new claimants, £13m of the provision
and £12m of related accruals were released to the Group income statement within exceptional items, classified as ‘Release of amounts provided in relation
to DPA and FCA obligations’ within administrative expenses. Refer to Note 4 for further details.
Other provisions also include provisions for Tesco Bank customer redress in respect of potential complaints arising from the historic sales of PPI,
and in respect of customer redress relating to instances where certain of the requirements of the CCA for post-contract documentation have not been
fully complied with. In each instance, management have exercised judgement as to both the timescale for implementing the redress campaigns and the final
scope of any amounts payable. During the year, an additional charge of £35m and a release of £1m was recognised in the Group income statement within
exceptional items, classified as ‘Provision for customer redress’ within cost of sales. Refer to Note 4 for further details.
Other provisions are expected to be utilised in the next financial year when the outcome of the aforementioned matters have been reliably determined.
Note 26 Share-based payments
For continuing operations, the Group income statement charge for the financial year recognised in respect of share-based payments is £252m (2017: £294m),
which is made up of share option schemes and share bonus payments. Of this amount, £128m (2017: £36m) will be settled in equity and £124m (2017: £258m) in
cash. The movement between cash and equity settled charge with reference to the prior year is predominantly due to a reclassification from equity to cash
which took place in the prior financial year as a result of employees being offered the choice of cash settlement on a one-off award.
Share option schemes
The Company had eight share option schemes in operation during the financial year, all of which are equity settled schemes:
i)
The Savings-related Share Option Scheme (1981) permits the grant to colleagues of options in respect of ordinary shares linked to a building society/bank
save-as-you-earn contract for a term of three or five years with contributions from colleagues of an amount between £5 and £500 per four-weekly period.
Options are capable of being exercised at the end of the three or five year period at a subscription price of not less than 80% of the average of the
middle-market quotations of an ordinary share over the three dealing days immediately preceding the offer date.
ii) The Irish Savings-related Share Option Scheme (2000) permits the grant to ROI colleagues of options in respect of ordinary shares linked to a building
society/bank save-as-you-earn contract for a term of three or five years with contributions from colleagues of an amount between €12 and €500 per
four-weekly period. Options are capable of being exercised at the end of the three or five year period at a subscription price of not less than 80% of the
average of the middle-market quotations of an ordinary share over the three dealing days immediately preceding the offer date.
iii) The Executive Incentive Plan (2004) permitted the grant of options in respect of ordinary shares to selected senior executives. Options are normally exercisable
between three and 10 years from the date of grant for nil consideration. No further options will be granted under this scheme.
iv) The Executive Incentive Plan (2014) permits the grant of options in respect of ordinary shares to selected senior executives as a proportion of annual bonus
following the completion of a required service period and is dependent on the achievement of corporate performance and individual targets. Options are
normally exercisable between three and 10 years from the date of grant for nil consideration. Full details of this plan can be found in the Directors’
remuneration report.
v) The Performance Share Plan (2011) permits the grant of options in respect of ordinary shares to selected executives. Options are normally exercisable
between the vesting date(s) set at grant and 10 years from the date of grant for nil consideration. The vesting of options will normally be conditional upon
the achievement of specified performance targets over a three year period and/or continuous employment.
vi) The Discretionary Share Option Plan (2004) permitted the grant of approved, unapproved and international options in respect of ordinary shares to selected
executives. Options are normally exercisable between three and 10 years from the date of grant at a price not less than the middle-market quotation or
average middle-market quotations of an ordinary share for the dealing day or three dealing days preceding the date of grant. The vesting of options will
normally be conditional upon the achievement of a specified performance target related to the annual percentage growth in earnings per share over a
sthree year period. There were no discounted options granted under this scheme.
vii) The Group Bonus Plan permits the grant of options in respect of ordinary shares to selected senior executives as a proportion of annual bonus following
the completion of a required service period and is dependent on the achievement of corporate performance and individual targets. Options are normally
exercisable between three and 10 years from the date of grant for nil consideration.
viii) The Long Term Incentive Plan (2015) permits the grant of options in respect of ordinary shares to selected executives. Options are normally exercisable
between the vesting date(s) set at grant and 10 years from the date of grant for nil consideration. The vesting of options will normally be conditional upon
the achievement of specified performance targets over a three year period and/or continuous employment.
119
Tesco PLC Annual Report and Financial Statements 2018Financial statements Notes to the Group financial statements continued
Note 26 Share-based payments continued
Share option schemes continued
The following tables reconcile the number of share options outstanding and the weighted average exercise price (WAEP):
For the 52 weeks ended 24 February 2018
Savings-related
Share Option Scheme
Irish Savings-related
Share Option Scheme
Approved
Share Option Scheme
Unapproved
Share Option Scheme
International Executive
Share Option Scheme
Nil cost
Share Option Schemes
Options
256,862,881
WAEP
168.91
Options
6,339,307
WAEP
179.46
Options
5,019,454
WAEP
420.87
Options
24,450,586
WAEP
Options
395.84 18,495,050
WAEP
397.17
Options WAEP
–
27,640,320
40,314,086 168.00
2,078,500
(47,125,400) 204.95
(1,471,619)
(19,208)
150.29
(5,164,858)
244,886,709 162.21 6,926,980
168.00
–
218.17
(2,216,356)
–
150.02
167.88 2,803,098
–
458.33
–
391.25
–
(7,131,313)
–
17,319,273
–
446.01
–
375.18
–
(6,240,281)
–
12,254,769
–
439.33
–
375.69
10,838,726
(1,740,742)
(722,792)
36,015,512
150.00 to
322.00
150.00 to
322.00
338.40 to
427.00
2.48
2.62
0.61
338.40 to
427.00
0.79
0.78
8.16
4,482,116 282.00
118,702
282.00 2,803,098
391.25
17,319,273
375.18
12,254,769
375.69
4,597,668
282.00
282.00
338.40 to
427.00
0.43
0.43
0.61
338.40 to
427.00
0.79
0.78
6.93
338.40 to
427.00
338.40 to
427.00
–
–
–
–
–
–
–
Outstanding at
25 February 2017
Granted
Forfeited
Exercised
Outstanding at
24 February 2018
Exercise price
range (pence)
Weighted average
remaining
contractual life
(years)
Exercisable at
24 February 2018
Exercise price
range (pence)
Weighted average
remaining
contractual life
(years)
For the 52 weeks ended 25 February 2017
Savings-related
Share Option Scheme
Irish Savings-related
Share Option Scheme
Approved
Share Option Scheme
Unapproved
Share Option Scheme
International Executive
Share Option Scheme
Nil cost
Share Option Schemes
Options
WAEP
278,367,865 173.32
Options
8,263,111
WAEP
189.46
Options
6,514,959
WAEP
Options
407.19 32,459,966
WAEP
387.09
Options
24,534,811
WAEP
386.76 20,802,806
Options WAEP
–
32,923,969 190.00
(53,597,182) 205.10
150.11
168.91
(831,771)
256,862,881
1,681,721
(3,587,857)
(17,668)
6,339,307
190.00
207.57
150.03
179.46
–
(1,495,505)
–
5,019,454
–
361.29
–
420.87
–
(8,009,380)
–
24,450,586
–
360.37
–
–
(6,039,761)
–
395.84 18,495,050
–
354.89
–
397.17
14,449,336
(6,880,744)
(731,078)
27,640,320
150.00 to
364.00
3.06
150.00 to
364.00
2.88
338.40 to
473.75
1.10
338.40 to
473.75
1.45
338.40 to
473.75
1.43
10,596,827 339.47
443,702
330.95
5,019,454
420.87
24,450,586
395.84 18,495,050
397.17
3,517,971
282.00 to
364.00
0.43
322.00 to
364.00
0.43
338.40 to
473.75
1.10
338.40 to
473.75
1.45
338.40 to
473.75
1.43
–
–
–
–
–
8.70
–
–
7.70
Outstanding at
27 February 2016
Granted
Forfeited
Exercised
Outstanding at
25 February 2017
Exercise price
range (pence)
Weighted
average remaining
contractual life
(years)
Exercisable at
25 February 2017
Exercise price
range (pence)
Weighted
average remaining
contractual life
(years)
Share options were exercised on a regular basis throughout the financial year. The average share price during the 52 weeks ended 24 February 2018 was
187.68p (2017: 184.26p).
The fair value of share options is estimated at the date of grant using the Black-Scholes or Monte Carlo option pricing model. The following table gives the
assumptions applied to the options granted in the respective periods shown. No assumption has been made to incorporate the effects of expected early exercise.
Expected dividend yield (%)
Expected volatility (%)
Risk-free interest rate (%)
Expected life of option (years)
Weighted average fair value of options granted (pence)
Probability of forfeiture (%)
Share price (pence)
Weighted average exercise price (pence)
120
2018
2017
SAYE
2.2-3.6%
29-32%
0.9-1.0%
3 or 5
41.86
7-11%
187.00
168.00
Nil cost
–
33%
0.1-0.2%
3-6
68.04-180.35
–
180.35
–
SAYE
1.4%
29-32%
0.4-0.7%
3 or 5
53.14
10-11%
211.00
190.00
Nil cost
–
29-36%
0.2-0.5%
3-6
61.00-159.64
–
159.04-196.84
–
Tesco PLC Annual Report and Financial Statements 2018 Note 26 Share-based payments continued
Share option schemes continued
Volatility is a measure of the amount by which a price is expected to fluctuate during a period. The measure of volatility used in the Group’s option pricing
models is the annualised standard deviation of the continuously compounded rates of return on the share over a period of time. In estimating the future
volatility of the Company’s share price, the Board considers the historical volatility of the share price over the most recent period that is generally
commensurate with the expected term of the option, taking into account the remaining contractual life of the option.
Share bonus and incentive schemes
Selected executives participate in the Group Bonus Plan, a performance-related bonus scheme. The amount paid to colleagues is based on a percentage of
salary and is paid partly in cash and partly in shares. Bonuses are awarded to selected executives who have completed a required service period and depend
on the achievement of corporate and individual performance targets.
Selected executives participate in the Performance Share Plan (2011) and the Long Term Incentive Plan (2015). Awards made under these plans will normally
vest on the vesting date(s) set on the date of the award for nil consideration. Vesting will normally be conditional on the achievement of specified
performance targets over a three year performance period and/or continuous employment.
Eligible ROI colleagues are able to participate in a Share Bonus Scheme, an all-employee profit-sharing scheme. Each year, colleagues may receive an award
of either cash or shares based on a percentage of their earnings. Shares awarded to colleagues through the Share Bonus Scheme are held in trust on behalf
of employees for a period of at least two years and for a maximum period of three years.
The Executive Directors participate in short-term bonus and long-term incentive schemes designed to align their interests with those of shareholders.
Full details of these schemes can be found in the Directors’ remuneration report.
The fair value of shares awarded under these schemes is their market value on the date of award. Expected dividends are not incorporated into the fair value.
The number and weighted average fair value (WAFV) of share bonuses awarded during the financial year were:
Irish Share Bonus Scheme
Group Bonus Plan
Performance Share Plan
Note 27 Post-employment benefits
2018
2017
Number of
shares
–
21,898,988
24,638,938
WAFV
pence
–
180.35
180.94
Number of
shares
–
33,293,571
61,533,740
WAFV
pence
–
159.04
161.82
Pensions
The Group operates a variety of post-employment benefit arrangements, covering both funded and unfunded defined benefit schemes and funded defined
contribution schemes.
Defined contribution plans
A defined contribution scheme, Tesco Retirement Savings Plan, is open to all Tesco employees in the UK.
A defined contribution pension scheme is one under which members pay contributions to an independently administered fund, into which the Group
also pays contributions based upon a fixed percentage of the members’ contributions. The Group has no legal or constructive obligation to pay further
contributions to this fund once its initial contributions have been paid. Members’ benefits upon retirement are then determined by the amount of contributions
paid into the fund, together with the performance of the investments into which those contributions have been invested. Members are able to choose the
investments into which their contributions are invested, as well as how they wish to receive benefits upon retirement. As a result, any risks associated with
either the future value of benefits or the performance of the assets invested lie with the member.
The contributions payable for defined contribution schemes of £316m (2017: £341m) have been recognised in the Group income statement. This includes
£108m (2017: £135m) of salaries paid as pension contributions.
Defined benefit plans
The most significant defined benefit plans are those for the Group’s employees in the UK (closed to future accrual) and ROI. The UK defined benefit deficit
represents 96% of the Group deficit (2017: 98%).
United Kingdom
The principal plan within the Group is the Tesco PLC Pension Scheme (the Scheme), which is a funded defined benefit pension scheme in the UK, the assets
of which are held as a segregated fund and administered by the Trustee.
The Scheme is established under trust law and has a corporate trustee that is required to run the Scheme in accordance with the Scheme’s Trust Deed and Rules
and to comply with all relevant legislation. Responsibility for governance of the Scheme lies with the Trustee. The Trustee is a company whose directors comprise:
i) representatives of the Group; and
ii) representatives of the Scheme participants, in accordance with its articles of association and UK pension law.
The Group considers two measures of the Scheme deficit. The accounting position is shown on the Group balance sheet. The funding position, calculated at the
triennial actuarial assessment, is used to agree contributions made to the Scheme. The two measures will vary because they are for different purposes, and are
calculated at different dates and in different ways. The key calculation difference is that the funding position considers the expected returns of Scheme assets
when calculating the Scheme liability, whereas the accounting position calculated under IAS 19 discounts liabilities based on corporate bond yields.
During the financial year an independent actuary carried out the latest triennial actuarial assessment of the Scheme as at 31 March 2017 using the projected
unit credit method. At 31 March 2017, the funding position was a deficit of £3,016m. The market value of the Scheme’s assets was £13,141m and these assets
represented 81% of the benefits that had accrued to members, after allowing for expected increases in pensions in payment.
Following this assessment, an update to the plan to fund the UK pension deficit and to meet the expenses of the Scheme was agreed with the Trustee. Annual
contributions will increase from £270m to £285m commencing April 2018. The annual contribution will be paid for 10 years, with contributions being assessed
at the next Triennial review. The expenses for the year, which include the Pension Protection Fund levy, were £25m (2017: £22m). In the event that the Pension
Protection Fund levy for the Scheme exceeds £75m over three years, the Group has agreed to pay this excess amount to the Scheme over the following three
years. In addition, the market value of assets held as security in favour of the Scheme has increased from £500m to £575m.
121
Tesco PLC Annual Report and Financial Statements 2018Financial statements Notes to the Group financial statements continued
Note 27 Post-employment benefits continued
Defined benefit plans continued
Maturity profile of obligations
The estimated duration of the Scheme obligations is an indicator of the weighted average term of benefit payments after discounting. For the Scheme
this is 25 years.
Over 50% of the undiscounted benefits are due to be paid beyond 30 years’ time, with the last payments expected to be over 80 years from now.
The estimated undiscounted benefit payments expected to be paid out over the life of the Scheme is shown below:
£’000m
5
4
3
2
1
0
1-5
6-10
11-15
16-20
21-25
26-30
31-35
Years
Deferred members
Current pensioners
36-40
41-45
46-50
51-55
56-60
61-65
66-70
70+
The liabilities held by the Scheme as at 31 March 2017, the date of the last triennial valuation, are broken down as follows:
Deferred
Pensioner
Risks
The Group bears a number of risks in relation to the Scheme, which are described below:
Risk
Investment
Inflation
Interest rate
Description of risk
The Scheme’s accounting liabilities are calculated
using a discount rate set with reference to corporate
bond yields. If the return on the Scheme’s assets
underperform this rate, the accounting deficit
will increase.
If the Scheme’s assets underperform the expected
return for the funding valuation, this may require
additional contributions to be made by the Group.
The Scheme’s benefit obligations are linked to
inflation. A higher rate of expected long-term
inflation will therefore lead to higher liabilities,
both for the IAS 19 and funding liability.
If the Scheme’s funding liability increases, this
may require additional contributions to be made
by the Group.
A decrease in corporate bond yields will increase the
accounting deficit under IAS 19. Similarly, a decrease
in gilt yields will have an adverse impact on the funding
position of the Scheme. This may lead to additional
contributions being made by the Group.
Life expectancy
The Scheme’s obligations are to provide benefits
for the life of the member and so increases in life
expectancy will lead to higher liabilities.
%
81
19
Mitigation
The Trustee and the Group regularly monitor the funding position
and operate a diversified investment strategy.
The Trustee and the Group take a balanced approach to investment
risk, and use a long-term plan to manage investment risk.
As part of the investment strategy, the Trustee aims to mitigate
this risk through investment in a liability-driven investment
(LDI) portfolio.
The portfolio invests in assets which increase in value as inflation
expectation increases. This mitigates the impact of any adverse
movement in long-term inflation expectations.
The Scheme’s holdings are designed to hedge against inflation
risk up to the value of the funded liabilities.
Additionally, changes to future benefits were introduced in
June 2012 to reduce the Scheme’s exposure to inflation risk by
changing the basis for calculating the rate of increase in pensions
to CPI (previously RPI).
As part of the investment strategy, the Trustee aims to mitigate
this risk through investment in a LDI portfolio.
The portfolio invests in assets which increase in value as interest
rates decrease. The Scheme’s holdings are designed to hedge
against interest rate risk up to the value of the funded liabilities.
Because the aim of the portfolio is to mitigate risk for the
funding position, ineffectiveness in hedging for the accounting
deficit under IAS 19 can arise where corporate bond and gilt
yields diverge. This is partially offset by Scheme holdings in
corporate bonds.
To reduce this risk, changes to future benefits were introduced in
June 2012 to increase the age at which members can take their full
pension by two years.
The Trustee and the Group regularly monitor the impact of
changes in longevity on Scheme obligations.
The Operations and Audit Pensions Committee was established to further strengthen the Group’s Trustee Governance and provide greater oversight and
stronger internal control over the Group’s risks. Further mitigation of the risks is provided by external advisors and the Trustee who consider the funding
position, fund performance and impacts of any regulatory changes.
122
Tesco PLC Annual Report and Financial Statements 2018
Note 27 Post-employment benefits continued
Defined benefit plans continued
UK principal assumptions
Financial assumptions
During the financial year, the Group has taken actuarial advice and decided to change the model used for deriving the discount rate assumption for valuing
the Scheme’s liabilities under IAS 19.
The standard requires the discount rate to be determined by reference to market yields of high quality corporate bonds of suitable currency and term to
the Scheme cash flows. The standard does not specify the approach that should be taken to extrapolate current market rates along the yield curve when
there are no suitable corporate bonds of sufficient duration. As the term of the Scheme’s liabilities is particularly long, the Group balance sheet is sensitive
to the extrapolation approach adopted. Under the previous model, the extrapolation was in line with the movement in the gilt yield curve. The model now
adopted by the Group extrapolates based on the trend observable in corporate bond yields. In the Group’s view, this more appropriately reflects long-dated
corporate bond yields for the cash flow profile of the Scheme’s liabilities.
The impact of the change in discount rate model was to give a £2.0bn gain on change of financial assumptions at the point of the transition. If the transition
had occurred at the balance sheet date, the gain would have been £1.3bn.
The major assumptions, on a weighted average basis, used by the actuaries to value the defined benefit obligation were as follows:
Discount rate
Price inflation
Rate of increase in deferred pensions*
Rate of increase in pensions in payment*
Benefits accrued before 1 June 2012
Benefits accrued after 1 June 2012
* In excess of any Guaranteed Minimum Pension (GMP) element.
2018
%
2.9
3.1
2.1
2.9
2.2
2017
%
2.5
3.2
2.2
3.0
2.2
Mortality assumptions
The Group, in consultation with an independent actuary, conducted a mortality analysis under the Scheme as part of the triennial actuarial valuation process.
Subsequent to this analysis, the Group adopted the best estimate assumptions for the calculation of the IAS 19 pension liability for the main UK scheme.
The mortality assumptions used are based on tables that have been projected to 2017 with CMI 2016 improvements. In addition, the allowance for future
mortality improvements from 2017 is in line with CMI 2016 improvements, with a long-term improvement rate of 1.25% per annum.
The following table illustrates the expectation of life of an average member retiring at age 65 at the reporting date and a member reaching age 65 at reporting
date +25 years. A comparison between the two retiree dates illustrates the expected improvements in mortality over the time period.
Retiring at reporting date at age 65:
Retiring at reporting date +25 years at age 65:
Male
Female
Male
Female
2018
Years
22.3
24.0
23.8
26.0
2017
Years
23.2
24.5
25.5
26.9
The base tables used in calculating the mortality assumptions are different for various categories of members, as shown below:
Male
Female
Staff
Senior Manager
Staff
Senior Manager
Pensioner
100% of SAPS S2 Normal
85% of SAPS S2 Normal Light
100% of SAPS S2 All
85% of SAPS S2 All
Non-Pensioner
105% of SAPS S2 Normal
87% of SAPS S2 Normal Light
98% of SAPS S2 All
86% of SAPS S2 All
Sensitivity analysis of significant actuarial assumptions
The sensitivity of significant assumptions upon the UK defined benefit obligations are detailed below:
Financial assumptions – Increase/(decrease) in UK defined benefit obligation
Impact of 0.1% increase of the assumption
Impact of 0.1% decrease of the assumption
Impact of 1.0% increase of the assumption
Impact of 1.0% decrease of the assumption
Mortality assumptions – Increase/(decrease) in UK defined benefit obligation
Impact of 1 year increase in longevity
Impact of 1 year decrease in longevity
2018
2017
Discount rate
£m
(388)
404
(3,377)
4,718
Inflation rate
£m
339
(323)
3,651
(2,876)
Discount rate
£m
(526)
545
(4,536)
6,541
Inflation rate
£m
448
(409)
4,984
(3,835)
2018
£m
630
(630)
2017
£m
818
(818)
Sensitivities are calculated by changing the relevant assumption while holding all other assumptions constant. The sensitivities reflect the range of recent
assumption movements, and illustrate that the financial assumption sensitivities do not move in a linear fashion. Movements in the defined benefit obligation
from discount rate and inflation rate changes may be partially offset by movements in assets.
123
Tesco PLC Annual Report and Financial Statements 2018Financial statements Notes to the Group financial statements continued
Note 27 Post-employment benefits continued
Defined benefit plans continued
Overseas
The most significant overseas scheme is the funded defined benefit scheme which operates in ROI. An independent actuary, using the projected unit credit
method, carried out the latest actuarial assessment of the ROI scheme as at 24 February 2018. At the financial year end, the accounting deficit relating to ROI
was £104m (2017: £107m).
The accounting valuation has been based on the most recent actuarial valuation and updated by independent actuaries to take account of the requirements
of the applicable accounting standard in order to assess the liabilities of the scheme as at 24 February 2018. The scheme’s assets are stated at their market
values as at 24 February 2018. The liabilities relating to retirement healthcare benefits have also been determined in accordance with the applicable
accounting standard.
Post-employment benefits other than pensions
The Group operates a scheme offering post-retirement healthcare benefits. The cost of providing these benefits has been accounted for on a similar basis
to that used for defined benefit pension schemes.
The liability as at 24 February 2018 of £11m (2017: £13m) was determined in accordance with the advice of independent actuaries. During the financial year,
£nil (2017: £nil) has been charged to the Group income statement and £1m (2017: £1m) of benefits were paid.
Plan assets
The Group’s pension schemes hold assets that both provide returns and mitigate risk, including the volatility of future pension payments.
The table below shows a breakdown of the combined investments held by the Group’s schemes:
Equities
UK
Europe
Rest of the world
Bonds
Government
Corporates – investment grade
Corporates – non-investment grade
Property
UK
Rest of the world
Alternative assets
Hedge funds
Private equity
Other
Liability Driven Investment (LDI) portfolios
Cash
Total market value of assets
2018
Quoted
£m
Unquoted
£m
284
823
3,828
4,935
1,029
487
7
1,523
–
–
–
–
–
14
14
3,301
349
10,122
–
–
–
–
–
–
–
–
917
381
1,298
405
694
740
1,839
(24)
–
3,113
Total
£m
284
823
3,828
4,935
1,029
487
7
1,523
917
381
1,298
405
694
754
1,853
3,277
349
13,235
2017
Quoted
£m
Unquoted
£m
365
628
3,894
4,887
1,008
501
–
1,509
–
–
–
–
–
13
13
3,321
142
9,872
–
–
–
–
–
–
–
–
787
373
1,160
489
707
540
1,736
428
–
3,324
Total
£m
365
628
3,894
4,887
1,008
501
–
1,509
787
373
1,160
489
707
553
1,749
3,749
142
13,196
%
2%
6%
29%
37%
8%
3%
0%
11%
7%
3%
10%
3%
5%
6%
14%
25%
3%
100%
%
3%
5%
29%
37%
7%
4%
–
11%
6%
3%
9%
4%
5%
4%
13%
29%
1%
100%
Quoted assets are those with a quoted price in an active market.
The LDI category, previously disclosed within Government bonds, consists of assets, including gilts and index-linked gilts, of the value of £5,912m
(2017: £5,586m) and associated repurchase agreements and swaps of £(2,635)m (2017: £(1,837)m).
The plan assets include £185m (2017: £176m) relating to property used by the Group. Group property with net carrying value of £509m (2017: £411m)
(Note 11) and a value to the Scheme of £575m (2017: £500m) is held as security in favour of the Scheme.
124
Tesco PLC Annual Report and Financial Statements 2018 Note 27 Post-employment benefits continued
Defined benefit plans continued
Movement in the Group pension deficit during the financial year
Changes in the fair value of defined benefit pension assets, including all movements of discontinued operations up to classification as held for sale,
are as follows:
Opening fair value of defined benefit pension assets
Interest income
Return on plan assets (less)/greater than discount rate
Contributions by employer
Additional contributions by employer
Actual member contributions
Foreign currency translation
Benefits paid
Closing fair value of defined benefit pension assets
2018
£m
13,196
326
(57)
34
245
2
8
(519)
13,235
2017
£m
10,302
385
2,689
28
248
2
13
(471)
13,196
Changes in the present value of defined benefit pension obligations, including all movements of discontinued operations up to classification as held for sale,
are as follows:
Opening defined benefit pension obligations
Current service cost
Interest cost
Gains/(losses) on change of financial assumptions
Experience gains
Gains on changes of demographic assumptions
Foreign currency translation
Benefits paid
Actual member contributions
Transfer to disposal group classified as held for sale
Closing defined benefit pension obligations
2018
£m
(19,817)
(38)
(488)
2,190
452
680
(13)
519
(2)
–
(16,517)
A summary of changes in the Group deficit, including movements of discontinued operations up to classification as held for sale, is set out below:
Deficit in schemes at the beginning of the year
Current service cost
Net pension finance cost
Contributions by employer
Additional contributions by employer
Foreign currency translation
Remeasurements
Transfer to disposal group classified as held for sale
Deficit in schemes at the end of the year
Deferred tax asset (Note 6)
Deficit in schemes at the end of the year, net of deferred tax
2018
£m
(6,621)
(38)
(162)
34
245
(5)
3,265
–
(3,282)
554
(2,728)
The amounts that have been charged to the Group income statement and Group statement of comprehensive income/(loss), excluding discontinued
operations, are as follows:
Analysis of the amount charged to operating profit:
Current service cost
Total charge to operating profit
Analysis of the amount credited/(charged) to finance income/(cost):
Interest on defined benefit pension assets
Interest on defined benefit pension obligations
Net pension finance cost (Note 5)
Total charge to the Group income statement
Analysis of the amount recognised in other comprehensive income:
Return on plan assets (less)/greater than discount rate
Experience gains on defined benefit pension obligations
Demographic assumption gains on defined benefit pension obligations
Financial assumption gains/(losses) on defined benefit pension obligations
Foreign currency translation
Total gains/(losses) recognised in other comprehensive income
2018
£m
(38)
(38)
326
(488)
(162)
(200)
(57)
452
680
2,190
(5)
3,260
2017
£m
(13,477)
(35)
(498)
(6,455)
199
–
(25)
471
(2)
5
(19,817)
2017
£m
(3,175)
(35)
(113)
28
248
(12)
(3,567)
5
(6,621)
1,122
(5,499)
2017
£m
(35)
(35)
385
(498)
(113)
(148)
2,689
199
–
(6,455)
(12)
(3,579)
125
Tesco PLC Annual Report and Financial Statements 2018Financial statements Notes to the Group financial statements continued
Note 27 Post-employment benefits continued
IFRIC 14
IFRIC 14 ‘The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction’ is a supplement to IAS 19 which can, in some instances,
require companies to limit pension surpluses where they exist, or recognise additional liabilities relating to minimum funding requirements.
The Group is not required to recognise any additional liabilities, as any future economic benefits will be available to the Group by way of future refunds
or reductions to future contributions.
Note 28 Called up share capital
Allotted, called up and fully paid:
At the beginning of the year
Share options exercised
Share bonus awards issued
At the end of the year
2018
Ordinary shares of 5 pence each
Number
8,174,932,553
5,184,066
12,000,000
8,192,116,619
£m
409
–
1
410
2017
Ordinary shares of 5 pence each
Number
8,141,083,114
849,439
33,000,000
8,174,932,553
£m
407
–
2
409
During the financial year, 5.2 million (2017: 0.8 million) ordinary shares of 5 pence each were issued in relation to share options for an aggregate consideration
of £8m (2017: £1m) and 12.0 million (2017: 33.0 million) ordinary shares of 5 pence each were issued in relation to share bonus awards.
The Group has implemented a share forfeiture programme following the completion of a tracing and notification exercise to any shareholders who have
not had contact with the Company over the past 12 years, in accordance with the provisions set out in the Company’s Articles of Association. Under the share
forfeiture programme the shares and dividends associated with shares of untraced members have been forfeited, with the resulting proceeds transferred
to the Group to use for good causes in line with the Group’s corporate responsibility strategy. During the financial year, the Group received £3m proceeds
from sale of untraced shares and £2m write-back of unclaimed dividends, which are reflected in share premium and retained earnings respectively.
As at 24 February 2018, the Directors were authorised to purchase up to a maximum in aggregate of 817.5 million (2017: 814.1 million) ordinary shares.
The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at general meetings
of the Company.
On 5 March 2018, the Group completed a merger with the Booker Group. A total of 1,548 million new ordinary shares of the Company have been issued
as a result of the transaction. See Note 35 for further details.
Note 29 Related party transactions
Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note.
Transactions between the Group and its joint ventures and associates are disclosed below:
Transactions
Sales to related parties
Purchases from related parties
Dividends received
Injection of equity funding
Joint ventures
Associates
2018
£m
474
396
15
21
2017
£m
418
416
17
–
2018
£m
–
18
11
–
2017
£m
–
16
11
–
Sales to related parties consist of services/management fees and loan interest.
Purchases from related parties include £275m (2017: £286m) of rentals payable to the Group’s joint ventures (including those joint ventures formed as part
of the sale and leaseback programme).
Transactions between the Group and the Group’s pension plans are disclosed in Note 27.
Balances
Amounts owed to related parties
Amounts owed by related parties
Loans to related parties (net of deferred profits)*
Loans from related parties (Note 21)
Joint ventures
Associates
2018
£m
20
27
138
6
2017
£m
17
16
137
6
2018
£m
–
–
–
–
2017
£m
–
–
–
–
* Loans to related parties of £138m (2017: £137m) are presented net of deferred profits of £54m (2017: £54m) historically arising from the sale of property assets to joint ventures.
A number of the Group’s subsidiaries are members of one or more partnerships to whom the provisions of the Partnerships (Accounts) Regulations 2008
(Regulations) apply. The financial statements for those partnerships have been consolidated into these financial statements pursuant to Regulation 7 of
the Regulations.
126
Tesco PLC Annual Report and Financial Statements 2018 Note 29 Related party transactions continued
Transactions with key management personnel
Members of the Board of Directors and Executive Committee of Tesco PLC are deemed to be key management personnel.
Key management personnel compensation for the financial year was as follows:
Salaries and short-term benefits
Pensions and cash in lieu of pensions
Share-based payments
Joining costs and loss of office costs
Attributable to:
The Board of Directors (including Non-executive Directors)
Executive Committee (members not on the Board of Directors)
2018
£m
17
2
19
4
42
12
30
42
2017
£m
13
2
17
1
33
12
21
33
Of the key management personnel who had transactions with Tesco Bank during the financial year, the following are the balances at the financial year end:
At 24 February 2018
At 25 February 2017
Note 30 Analysis of changes in net debt
Credit card, mortgage and
personal loan balances
Current and saving
deposit accounts
Number of key
management
personnel
7
6
Number of key
management
personnel
5
4
£m
1
1
£m
–
–
At
25 February
2017
£m
Cash flow
£m
Fair value
movements
£m
Foreign
exchange
movements
£m
Interest
income/
(charge)
£m
Other
non-cash
movements
£m
Re-
classifications
of movements
in net debt of
the disposal
group
£m
Non-cash
movements
– Turkey
disposal
£m
At
24 February
2018
£m
Total Group
Bank and other borrowings
Finance lease payables
Net derivative financial instruments
Arising from financing activities
Cash and cash equivalents
Short-term investments
Joint venture loans
Interest and other receivables
Interest payables
Net derivative interest
Net debt of the disposal group
Total Group
Tesco Bank
Bank and other borrowings
Net derivative financial instruments
Arising from financing activities
Cash and cash equivalents
Joint venture loans
Interest payables
Tesco Bank
Retail
Bank and other borrowings
Finance lease payables
Net derivative financial instruments
Arising from financing activities
Cash and cash equivalents
Short-term investments
Joint venture loans
Interest and other receivables
Interest payables
Net derivative interest
Net debt of the disposal group
Net debt
(11,712)
(114)
893
(10,933)
3,821
2,727
137
1
(167)
28
(65)
(4,451)
(1,440)
(105)
(1,545)
789
34
–
(722)
(10,272)
(114)
998
(9,388)
3,032
2,727
103
1
(167)
28
(65)
(3,729)
3,408
10
(253)
3,165
212
(1,697)
–
(27)
351
(23)
–
1,981
(150)
–
(150)
515
–
4
369
3,558
10
(253)
3,315
(303)
(1,697)
–
(27)
347
(23)
–
1,612
91
–
(195)
(104)
–
–
–
–
–
–
–
(104)
6
63
69
–
–
–
69
85
–
(258)
(173)
–
–
–
–
–
–
–
(173)
(49)
(2)
–
(51)
15
(1)
–
–
(3)
–
–
(40)
–
–
–
–
–
–
–
(49)
(2)
–
(51)
15
(1)
–
–
(3)
–
–
(40)
(56)
–
20
(36)
–
–
–
27
(362)
11
–
(360)
–
–
–
–
–
(4)
(4)
(56)
–
20
(36)
–
–
–
27
(358)
11
–
(356)
–
(16)
–
(16)
–
–
1
–
–
–
–
(15)
–
–
–
–
–
–
–
–
(16)
–
(16)
–
–
1
–
–
–
–
(15)
73
–
–
73
–
–
–
–
3
–
–
76
–
–
–
–
–
–
–
73
–
–
73
–
–
–
–
3
–
–
76
(73)
–
–
(73)
11
–
–
–
(3)
–
65
–
–
–
–
–
–
–
–
(73)
–
–
(73)
11
–
–
–
(3)
–
65
–
(8,318)
(122)
465
(7,975)
4,059
1,029
138
1
(181)
16
–
(2,913)
(1,584)
(42)
(1,626)
1,304
34
–
(288)
(6,734)
(122)
507
(6,349)
2,755
1,029
104
1
(181)
16
–
(2,625)
Net debt excludes the net debt of Tesco Bank but includes that of discontinued operations. Balances and movements in respect of the total Group and Tesco
Bank are presented to allow reconciliation between the Group balance sheet and the Group cash flow statement.
127
Tesco PLC Annual Report and Financial Statements 2018Financial statements Notes to the Group financial statements continued
Note 30 Analysis of changes in net debt continued
Reconciliation of net cash flow to movement in Net debt
Net increase/(decrease) in cash and cash equivalents
Elimination of Tesco Bank movement in cash and cash equivalents
Retail cash movement in other Net debt items:
Net increase/(decrease) in short-term investments
Net increase/(decrease) in joint venture loans
Net (increase)/decrease in borrowings and lease financing
Net cash flows from derivative financial instruments
Net interest paid on components of Net debt
Change in Net debt resulting from cash flow
Retail net interest charge on components of Net debt
Retail fair value and foreign exchange movements
Debt disposed on disposal of Turkish operations
Retail other non-cash movements
(Increase)/decrease in Net debt
Opening Net debt
Closing Net debt
Note 31 Business combinations and disposals
2018
£m
212
(515)
(1,697)
–
3,568
(253)
297
1,612
(356)
(213)
76
(15)
1,104
(3,729)
(2,625)
2017
£m
881
(235)
(736)
(15)
1,863
(475)
477
1,760
(472)
111
–
(18)
1,381
(5,110)
(3,729)
Business combinations
The Group has paid a further £25m of deferred consideration in the financial year, related to its obligations under the purchase agreement for the acquisition
of Sociomantic Labs from prior years.
On 26 October 2017, the Group obtained sole control of Tesco Mobile Ireland Limited (TMI), previously accounted for as a joint venture, through acquisition
of Three Ireland Limited’s (Three) 50% interest in TMI. The Group paid £2m to Three for their 50% interest and recognised a gain of £3m. The TMI acquisition
generated goodwill of £4m.
Disposals
On 1 March 2017, the Group announced the completion of the disposal of its 95.5% controlling stake in the Kipa business in Turkey following the receipt of all
local regulatory approvals. See Note 7 for further details.
On 30 June 2017, the Group disposed of its 8.8% shareholding in Lazada to Alibaba Group Holding Limited (Alibaba) for net cash consideration of $254m
(£196m). The Group’s investment in Lazada was recognised as an available-for-sale financial asset and classified as Level 3 in the fair value hierarchy. At the
time of the disposal, the investment was revalued resulting in a gain of £70m recognised in the Group statement of comprehensive income/(loss). The
available-for-sale reserve, including £54m recorded prior to the current year, was reclassified to the Group income statement resulting in a pre-tax profit
on disposal of £124m. The disposal was subject to capital gains tax of £25m, which has been recognised as a reduction in the Group’s deferred tax asset.
The transaction has been included within exceptional items, classified as ‘Investment disposal’ within administrative expenses. See Note 4.
On 4 December 2017, the Group disposed of the trade and assets of its opticians business to Vision Express (UK) Ltd for net cash consideration of £45m,
resulting in a pre-tax profit of £38m included within exceptional items, which was classified as ‘Disposal of opticians business’ within administrative expenses.
Included in the pre-tax profit is £3m contingent consideration. See Note 4.
Note 32 Commitments and contingencies
Capital commitments
At 24 February 2018, there were commitments for capital expenditure contracted for, but not incurred, of £116m (2017: £115m), principally relating
to store development.
Contingent liabilities
There are a number of contingent liabilities that arise in the normal course of business, which if realised, are not expected to result in a material liability to
the Group. The Group recognises provisions for liabilities when it is more likely than not that a settlement will be required and the value of such a payment
can be reliably estimated.
For details of assets held under finance leases, which are pledged as security for the finance lease liabilities, see Note 11.
As previously reported, law firms in the UK have announced the intention of forming claimant groups to commence litigation against the Group for matters arising
out of or in connection with its overstatement of expected profits in 2014, and purport to have secured third party funding for such litigation. In this regard,
the Group has received two High Court claims against Tesco PLC. The first was received on 31 October 2016 from a group of 112 investors (now reduced to 78
investors) and the second was received on 5 December 2016 from an investment company and a trust company. The merit, likely outcome and potential impact
on the Group of any such litigation that either has been or might potentially be brought against the Group is subject to a number of significant uncertainties and
therefore, the Group cannot make any assessment of the likely outcome or quantum of any such litigation as at the date of this disclosure.
Prior to the disposal of its Korean operations (Homeplus), Tesco PLC provided guarantees in respect of 13 Homeplus lease agreements in Korea in the
event of termination of the relevant lease agreement by the landlord due to Homeplus’ default. Entities controlled by MBK and CPPIB, as the purchasers
of Homeplus, undertook to procure Tesco PLC’s release from these guarantees following the disposal of Homeplus. Eight currently remain outstanding.
This liability decreases over time with all relevant leases expiring in the period between 2026 and 2033. Tesco PLC has the benefit of an indemnity from the
purchasers of Homeplus for any claims made under such guarantees. The maximum potential liability under the lease guarantees is between KRW366bn
(£243m) and KRW517bn (£344m).
Tesco Stores Limited has received claims from current and former Tesco store colleagues alleging that their work is of equal value to that of colleagues
working in Tesco’s distribution centres and that differences in terms and conditions relating to pay are not objectively justifiable. The claimants are seeking the
differential between the pay terms looking back, and equivalence of pay terms moving forward. At present, the likely number of claims that may be received
and the merit, likely outcome and potential impact on the Group of any such litigation is subject to a number of significant uncertainties and therefore, the
Group cannot make any assessment of the likely outcome or quantum of any such litigation as at the date of this disclosure. There are substantial factual and
legal defences to these claims and the Group intends to defend them.
128
Tesco PLC Annual Report and Financial Statements 2018 Note 32 Commitments and contingencies continued
Subsidiary audit exemptions
The following UK subsidiary undertakings are exempt from the requirements of the Companies Act 2006 (Act) relating to the audit of individual accounts by
virtue of section 479A of that Act.
Name
Tesco International Internet
Retailing Limited
Dillons Newsagents Limited
One Stop Community
Stores Limited
Paper Chain (East Anglia) Limited
Cullen’s Stores Limited
Stewarts Supermarkets Limited
Europa Foods Limited
Verulam Properties Limited
Gibbs News Limited
T&S Stores Limited
Day and Nite Stores Limited
Adminstore Limited
Company
number
00041420
00140624
00198980
00256555
00279206
00299400
00658774
00726573
00744680
01228935
01746058
01882853
Name
Spen Hill Management Limited
One Stop Convenience
Stores Limited
Nutricentre Limited
Harts the Grocers
(Russel Square) Limited
Tesco (Overseas) Limited
Tesco Mobile Communications Limited
Tesco Mobile Services Limited
Spen Hill Developments Limited
Tapesilver Limited
Launchgrain Limited
Buttoncable Limited
Buttoncase Limited
Company
number
02460426
02467178
02602894
03044236
01611684
04780729
04780734
04827219
05205362
05260856
05294246
05298861
Name
Tesco Aqua (FinCo1) Limited
Armitage Finance ULC
Spen Hill Regeneration Limited
Halesworth SPV Limited
Tesco PENL Limited
Cheshunt Finance Unlimited
Tesco FFC Limited
Tesco Aqua (3LP) Limited
Tesco Red (3LP) Limited
The Tesco Aqua Limited Partnership
The Tesco Red Limited Partnership
Faraday Properties Limited
WM. Low Supermarkets Limited
Company
number
05888959
05966324
06418300
06479506
06479938
06807552
08859202
09947521
10127765
LP011520
LP011522
SC119496
SC119497
Tesco PLC will guarantee all outstanding liabilities that these subsidiaries are subject to as at the financial year ended 24 February 2018 in accordance with
section 479C of the Act, as amended by the Companies and Limited Liability Partnerships (Accounts and Audit Exemptions and Change of Accounting
Framework) Regulations 2012.
Tesco PLC has irrevocably guaranteed the liabilities and commitments of the following Irish subsidiary undertakings, which undertakings have been exempted
pursuant to Section 357 of the Companies Act, 2014 of Ireland from the provisions of Section 347 & 348 of that Act: Monread Developments Limited;
Edson Properties Limited; Edson Investments Limited; Cirrus Finance (2009) Limited; Commercial Investments Limited; Chirac Limited; Clondalkin Properties
Limited; Tesco Ireland Pension Trustees Limited; Orpingford; Tesco Trustee Company of Ireland Limited; WSC Properties Limited; Thundridge; Pharaway
Properties Limited; R.J.D. Holdings; Nabola Development Limited; PEJ Property Investments Limited; Cirrus Finance Limited; Tesco Ireland Limited; Wanze
Properties (Dundalk) Limited; Tesco Ireland Holdings Limited; Marine Coffee Company Nominees Limited; Marine Coffee Company Holdings Limited; and
Tesco Mobile Ireland Limited.
Tesco Bank
At 28 February 2018, Tesco Bank had contractual lending commitments totalling £12.4bn (2017: £12.1bn). The contractual amounts represent the amounts that
would be at risk should the available facilities be fully drawn upon and not the amounts at risk at the reporting date.
Note 33 Tesco Bank capital resources
The following tables analyse the regulatory capital resources of Tesco Personal Finance PLC (TPF), being the regulated entity at the balance sheet date:
Common equity tier 1 capital:
Shareholders’ funds and non-controlling interests, net of tier 1 regulatory adjustments
Tier 2 capital:
Qualifying subordinated debt
Other interests
Total tier 2 regulatory adjustments
Total regulatory capital
2018
£m
2017
£m
1,491
1,381
235
99
(34)
1,791
235
63
(31)
1,648
On 27 June 2013, the final CRD IV rules were published in the Official Journal of the European Union. Following the publication of the CRD IV rules, the
Prudential Regulation Authority (PRA) issued a policy statement on 19 December 2013 detailing how the rules will be enacted within the UK with corresponding
timeframes for implementation. The CRD IV rules are currently being phased in. The following tables analyse the regulatory capital resources of TPF (being the
regulated entity) applicable as at the financial year end.
The movement of common equity tier 1 capital during the financial year is analysed as follows:
At the beginning of the year
Share capital and share premium
Profit attributable to shareholders
Other reserves
Ordinary dividends
Movement in material holdings
Increase in intangible assets
Other – Tier 1
At the end of the year, excluding CRD IV adjustments
CRD IV adjustments – deferred tax (assets)/liabilities related to intangible assets
At the end of the year, including CRD IV adjustments
2018
£m
1,381
–
130
6
(50)
3
29
–
1,499
(8)
1,491
2017
£m
1,218
–
153
5
(50)
3
64
1
1,394
(13)
1,381
It is the Group’s policy to maintain a strong capital base, to expand it as appropriate and to utilise it efficiently throughout its activities to optimise the return
to shareholders while maintaining a prudent relationship between the capital base and the underlying risks of the business. In carrying out this policy, the
Group has regard to the supervisory requirements of the PRA.
129
Tesco PLC Annual Report and Financial Statements 2018Financial statements Notes to the Group financial statements continued
Note 34 Lease commitments
Finance lease commitments – Group as lessee
The Group has finance leases for various items of plant, equipment, fixtures and fittings. There are also a small number of buildings that are held under
finance leases. The fair value of the Group’s lease obligations approximate their carrying value.
Future minimum lease commitments under finance leases and hire purchase contracts, together with the present value of the net minimum lease
commitments, are as follows:
Within one year
Greater than one year but less than five years
After five years
Total minimum lease commitments
Less future finance charges
Present value of minimum lease commitments
Within one year
Greater than one year but less than five years
After five years
Total minimum lease commitments
Analysed as:
Current
Non-current
Operating lease commitments – Group as lessee
Future minimum lease commitments under non-cancellable operating leases are as follows:
Within one year
Greater than one year but less than five years
After five years
Total minimum lease commitments
Future minimum lease commitments under non-cancellable operating leases after five years are analysed further as follows:
Greater than five years but less than ten years
Greater than ten years but less than fifteen years
After fifteen years
Total minimum lease commitments – after five years
Minimum lease
commitments
2018
£m
20
67
120
207
(85)
122
2017
£m
19
57
126
202
(88)
114
Present value of net minimum
lease commitments
2018
£m
12
40
70
122
12
110
122
2018
£m
1,077
3,552
6,788
11,417
2018
£m
3,035
2,008
1,745
6,788
2017
£m
11
30
73
114
11
103
114
2017
£m
1,199
3,767
7,395
12,361
2017
£m
3,161
2,225
2,009
7,395
The Group has used operating lease commitments discounted at 7% (2017: 7%) of £6,931m (2017: £7,440m) in its calculation of total indebtedness. The
discounted operating lease commitment included in total indebtedness is not an appropriate proxy for the expected impact of recognising a lease liability
under IFRS 16 ‘Leases’, primarily due to differences in the discount rates used and the treatment of additional lease rentals arising from contracts that
contain extend or buy conditions, amongst other differences.
Operating lease commitments represent rentals payable by the Group for certain of its retail, distribution and office properties and other assets such as
motor vehicles. The leases have varying terms, purchase options, escalation clauses and renewal rights. Purchase options and renewal rights, where they
occur, are at market value. Escalation clauses are in line with market practices and include inflation linked, fixed rates, resets to market rents and hybrids
of these.
130
Tesco PLC Annual Report and Financial Statements 2018
Note 34 Lease commitments continued
Operating lease commitments – Group as lessee continued
The Group has lease-break options on certain sale and leaseback transactions. These options are exercisable if the Group exercises an existing option to buy
back, at market value and at a specified date, either the leased asset or the equity of the other joint venture partner. No commitment has been included in
respect of the buy-back option as the option is at the Group’s discretion. The Group is not obliged to pay lease rentals after that date, therefore minimum
lease commitments exclude those falling after the buy-back date. The current market value of these properties is £2.8bn (2017: £2.9bn) and the total
undiscounted lease rentals, if they were to be incurred following the option exercise date, would be £2.6bn (2017: £2.6bn) using current rent values,
as shown below.
The additional lease rentals, if incurred, following the option exercise date would be as follows:
Within one year
Greater than one year but less than five years
Greater than five years but less than ten years
Greater than ten years but less than fifteen years
After fifteen years
Total undiscounted contingent additional lease rentals
Total discounted contingent additional lease rentals at 7%
The lease break options are exercisable between 2018 and 2023.
2018
£m
2
265
738
659
935
2,599
1,159
2017
£m
23
170
709
670
1,019
2,591
1,107
Operating lease commitments with joint ventures and associates
In prior years, the Group entered into several joint ventures and associates, and sold and leased back properties to and from these joint ventures and
associates. The terms of these sale and leasebacks varied. However, common factors included: the sale of the properties to the joint venture or associate
at market value; options within the lease for the Group to repurchase the properties at market value; market rent reviews; and 20 to 30 full-year lease terms.
The Group reviews the substance as well as the form of the arrangements when determining the classification of leases as operating or finance. All of the
leases under these arrangements are operating leases.
Operating lease receivables – Group as lessor
The Group both rents out its properties and also sublets various leased buildings under operating leases. At the balance sheet date, the following future
minimum lease amounts are contractually receivable from tenants:
Within one year
Greater than one year but less than five years
After five years
Total minimum lease receivables
Note 35 Events after the reporting period
2018
£m
202
291
222
715
2017
£m
194
298
229
721
Booker Group PLC
On 27 January 2017, the Group announced that it had reached an agreement on the terms of a recommended share and cash merger with Booker Group PLC,
the UK’s leading food wholesaler, subject to shareholder and regulatory approvals. Following an in-depth ‘Phase 2’ investigation by the Competition and
Markets Authority (CMA), regulatory approval was granted on 20 December 2017. Shareholder approval was obtained on 28 February 2018 and the transaction
completed on 5 March 2018. The transaction will be treated as an acquisition, with the merger meeting the definition of a business combination per IFRS 3.
The merger builds on the Group’s core expertise of sourcing, distributing and selling food in the UK market and will enable the Group to enter the faster
growing out of home food consumption market. The Directors expect the merger to deliver financial synergies of at least £200m per annum by the end of
the third year following completion.
The consideration of £3,893m was satisfied by cash of £766m and shares of £3,127m, with Booker Group PLC shareholders receiving 0.861 Tesco PLC
ordinary shares and 42.6 pence in cash per Booker Group PLC share held. A total of 1,548 million new ordinary shares of the Company have been issued as a
result of the transaction, with the new shares carrying equal voting and distribution rights as the existing ordinary shares. The fair value of the shares is based
on the published share price on 2 March 2018 of 202.0 pence.
Given the proximity of the transaction to the announcement of the Group’s financial statements, a full purchase price allocation exercise has not yet been
completed and the valuation of the assets acquired is subject to amendment on finalisation of the fair value exercise. Acquired net assets have a provisional
value of £543m prior to fair value adjustments. This reflects the net assets of Booker Group PLC as at 8 September 2017, as disclosed in their most recent
published financial information. The remaining £3,350m will be allocated between intangible assets, including goodwill, software and other intangible assets,
with the majority expected to be allocated to goodwill representing the synergies expected from the merger. None of the goodwill is expected to be
deductible for tax purposes.
131
Tesco PLC Annual Report and Financial Statements 2018Financial statements Tesco PLC – Parent Company balance sheet
Non-current assets
Investments
Receivables
Derivative financial instruments
Current assets
Derivative financial instruments
Receivables
Short-term investments
Cash and cash equivalents
Current liabilities
Borrowings
Payables
Net current assets
Non-current liabilities
Borrowings
Derivative financial instruments
Net assets
Equity
Share capital
Share premium
All other reserves
Retained earnings (including profit/(loss) for the financial year of £(136)m (2017: £(247)m))
Total equity
The notes on pages 134 to 139 form part of these financial statements.
Dave Lewis
Alan Stewart
24 February
2018
£m
25 February
2017
£m
Notes
6
7
12
12
7
8
9
11
10
11
12
15
13,093
20
952
14,065
–
6,625
369
793
7,787
(693)
(4,767)
(5,460)
2,327
(3,632)
(488)
(4,120)
12,272
410
5,107
62
6,693
12,272
13,082
18
1,274
14,374
155
7,469
1,398
790
9,812
(840)
(4,978)
(5,818)
3,994
(5,440)
(466)
(5,906)
12,462
409
5,096
162
6,795
12,462
Directors
The Parent Company financial statements on pages 132 to 139 were authorised for issue by the Directors on 10 April 2018 and are subject to the approval
of the shareholders at the AGM on 15 June 2018.
Tesco PLC
Registered number 00445790
132
Tesco PLC Annual Report and Financial Statements 2018
Tesco PLC – Parent Company statement of changes in equity
At 25 February 2017
Loss for the year
Other comprehensive income/(loss)
Net fair value gains/(losses) on cash flow hedges
Reclassified and reported in the Company income statement
Tax relating to components of other comprehensive income
Total other comprehensive income/(loss)
Total comprehensive income/(loss)
Transactions with owners
Purchase of treasury shares
Share-based payments
Issue of shares
Dividends
Total transactions with owners
At 24 February 2018
At 27 February 2016
Loss for the year
Other comprehensive income/(loss)
Net fair value gains/(losses) on cash flow hedges
Reclassified and reported in the Company income statement
Tax relating to components of other comprehensive income
Total other comprehensive income/(loss)
Total comprehensive income/(loss)
Transactions with owners
Purchase of treasury shares
Share-based payments
Issue of shares
Dividends
Total transactions with owners
At 25 February 2017
Share
capital
£m
409
–
Share
premium
£m
5,096
–
–
–
–
–
–
–
–
1
–
1
410
–
–
–
–
–
–
–
11
–
11
5,107
Share
capital
£m
407
–
Share
premium
£m
5,095
–
–
–
–
–
–
–
–
2
–
2
409
–
–
–
–
–
–
–
1
–
1
5,096
All other reserves
Capital
redemption
reserves
£m
Hedging
reserves
£m
16
–
–
–
–
–
–
–
–
–
–
–
16
168
–
(5)
(127)
26
(106)
(106)
–
–
–
–
–
62
All other reserves
Capital
redemption
reserves
£m
Hedging
reserves
£m
16
–
–
–
–
–
–
–
–
–
–
–
16
178
–
166
(162)
(14)
(10)
(10)
–
–
–
–
–
168
Treasury
shares
£m
(22)
–
Retained
earnings
£m
6,795
(136)
–
–
–
–
–
(14)
20
–
–
6
(16)
Treasury
shares
£m
(7)
–
–
–
–
–
–
(24)
9
–
–
(15)
(22)
–
–
–
–
(136)
–
114
–
(80)
34
6,693
Retained
earnings
£m
6,993
(247)
–
–
–
–
(247)
–
49
–
–
49
6,795
Total
equity
£m
12,462
(136)
(5)
(127)
26
(106)
(242)
(14)
134
12
(80)
52
12,272
Total
equity
£m
12,682
(247)
166
(162)
(14)
(10)
(257)
(24)
58
3
–
37
12,462
The notes on pages 134 to 139 form part of these financial statements.
133
Tesco PLC Annual Report and Financial Statements 2018Financial statements Notes to the Parent Company financial statements
Note 1 Authorisation of financial statements and
statement of compliance with FRS 101
The Parent Company financial statements for the 52 weeks ended
24 February 2018 were approved by the Board of Directors on 10 April 2018
and the Company balance sheet was signed on the Board’s behalf by
Dave Lewis and Alan Stewart.
These financial statements were prepared in accordance with Financial
Reporting Standard 101, ‘Reduced Disclosure Framework’ (FRS 101).
The Company meets the definition of a qualifying entity under FRS 100,
‘Application of Financial Reporting Requirements’ as issued by the Financial
Reporting Council.
The Company’s financial statements are presented in Pounds Sterling,
its functional currency, generally rounded to the nearest million.
The principal accounting policies adopted by the Company are set out in
Note 2. The financial statements have been prepared under the historical
cost convention, except for certain financial instruments and share-based
payments that have been measured at fair value.
Note 2 Accounting policies
Basis of preparation of financial statements
The Parent Company financial statements have been prepared in
accordance with FRS 101 and the Companies Act 2006 (the Act).
FRS 101 sets out a reduced disclosure framework for a ‘qualifying entity’
as defined in the standard which addresses the financial reporting
requirements and disclosure exemptions in the individual financial
statements of qualifying entities that otherwise apply the recognition,
measurement and disclosure requirements of EU-adopted IFRS.
The financial year represents the 52 weeks to 24 February 2018
(prior financial year 52 weeks to 25 February 2017).
As permitted by FRS 101, the Company has taken advantage of the
disclosure exemptions available under that standard in relation to business
combinations, financial instruments, capital management, presentation
of comparative information in respect of certain assets, presentation of
a cash flow statement, impairment of assets, share-based payments and
related party transactions. Where required, equivalent disclosures are given
in the consolidated financial statements of Tesco PLC.
The Parent Company financial statements are prepared on a going concern
basis as set out in Note 1 of the consolidated financial statements of Tesco PLC.
The Directors have taken advantage of the exemption available under
Section 408 of the Companies Act 2006 and not presented an income
statement or a statement of comprehensive income for the Company alone.
A summary of the Company’s significant accounting policies is set out below.
Short-term investments
Short-term investments are recognised initially at fair value, and
subsequently at amortised cost. All income from these investments is
included in the income statement as interest receivable and similar income.
Investments in subsidiaries and joint ventures
Investments in subsidiaries and joint ventures are stated at cost less,
where appropriate, provisions for impairment.
Foreign currencies
Transactions in foreign currencies are translated to the functional currency
at the exchange rate on the date of the transaction. At each balance sheet
date, monetary assets and liabilities that are denominated in foreign currencies
are retranslated to the functional currency at the rates prevailing on the balance
sheet date.
Share-based payments
The fair value of employee share option plans is calculated at the grant date
using the Black-Scholes or Monte Carlo model. The resulting cost is charged
to the income statement over the vesting period. The value of the charge
is adjusted to reflect expected and actual levels of vesting. Where the
Company awards shares or options to employees of subsidiary entities,
this is treated as a capital contribution.
Financial instruments
Financial assets and financial liabilities are recognised in the Company
balance sheet when the Company becomes party to the contractual
provisions of the instrument.
Receivables
Receivables are recognised initially at fair value, and subsequently at
amortised cost using the effective interest rate method, less provision
for impairment.
Financial liabilities and equity instruments
Financial liabilities and equity instruments are classified according to the
substance of the contractual arrangements entered into. An equity instrument
is any contract that gives a residual interest in the assets of the Company
after deducting all of its liabilities. Equity instruments issued by the Company
are recorded as the proceeds received, net of direct issue costs.
Interest-bearing borrowings
Interest-bearing bank loans and overdrafts are initially recognised at fair
value, net of attributable transaction costs. Subsequent to initial recognition,
interest-bearing borrowings are stated at amortised cost with any differences
between proceeds and redemption value being recognised in the Company
income statement over the period of the borrowings on an effective
interest basis.
Payables
Payables are recognised initially at fair value, and subsequently at amortised
cost using the effective interest rate method.
Derivative financial instruments and hedge accounting
The Company uses derivative financial instruments to hedge its exposure to
foreign exchange and interest rate risks arising from operating, financing and
investing activities. The Company does not hold or issue derivative financial
instruments for trading purposes; however if derivatives do not qualify for
hedge accounting they are accounted for as such.
Derivative financial instruments are recognised and stated at fair value.
Where derivatives do not qualify for hedge accounting, any gains or losses
on remeasurement are immediately recognised in the Company income
statement. Where derivatives qualify for hedge accounting, recognition of
any resultant gain or loss depends on the nature of the hedge relationship
and the item being hedged. In order to qualify for hedge accounting, the
Company is required to document from inception, the relationship between
the item being hedged and the hedging instrument.
The Company is also required to document and demonstrate an assessment
of the relationship between the hedged item and the hedging instrument,
which shows that the hedge will be highly effective on an ongoing basis. This
effectiveness testing is performed at each reporting date to ensure that the
hedge remains highly effective.
Derivative financial instruments with maturity dates of more than one year
from the balance sheet date are disclosed as non-current.
Fair value hedging
Derivative financial instruments are classified as fair value hedges when they
hedge the Company’s exposure to changes in the fair value of a recognised
asset or liability. Changes in the fair value of derivatives that are designated
and qualify as fair value hedges are recorded in the Company income
statement, together with any changes in the fair value of the hedged item
that is attributable to the hedged risk.
Cash flow hedging
Derivative financial instruments are classified as cash flow hedges when they
hedge the Company’s exposure to variability in cash flows that are either
attributable to a particular risk associated with a recognised asset or liability,
or a highly probable forecasted transaction. The effective element of any
gain or loss from remeasuring the derivative instrument is recognised
directly in the Company statement of comprehensive income.
The associated cumulative gain or loss is reclassified from other
comprehensive income and recognised in the Company income statement
in the same period or periods during which the hedged transaction affects
the Company income statement. The classification of the effective portion
when recognised in the Company income statement is the same as the
classification of the hedged transaction. Any element of the remeasurement
criteria of the derivative instrument which does not meet the criteria for an
effective hedge is recognised immediately in the Company income statement
within finance income or costs.
134
Tesco PLC Annual Report and Financial Statements 2018 Standards issued but not yet effective
At the date of authorisation of these financial statements, the Company has
not applied the following standards that have been issued but are not yet
effective. The Company has not adopted any new or amended standards early.
IFRS 9 ‘Financial Instruments’
IFRS 9 ‘Financial Instruments’ replaces IAS 39 ‘Financial Instruments:
Recognition and Measurement’ with the exception of macro hedge
accounting. The standard is effective for accounting periods beginning
on or after 1 January 2018.
The Company expects the following changes arising from IFRS 9:
– Classification and measurement: All financial instruments classified as loans
and receivables under IAS 39 will be classified and measured at amortised
cost under IFRS 9.
– Impairment: The new impairment requirements of IFRS 9 require expected
credit losses to be applied to amounts owed by related undertakings and
by joint ventures and associates. The Company’s assessment of the impact
of impairment is still ongoing.
– Hedge accounting: All existing hedge relationships for the company will
transition to IFRS 9 on adoption.
IFRS 15 ‘Revenues from Contracts with Customers’
This standard is not expected to have a material impact on the Company.
IFRS 16 ‘Leases’
This standard is not expected to have a material impact on the Company.
Other standards and amendments
Refer to Note 1 to the Group financial statements.
Note 3 Auditor remuneration
Fees payable to the Company’s auditor for the audit of the Company and
Group financial statements are disclosed in Note 3 to the Group financial
statements.
Note 4 Dividends
For details of dividends see Note 8 to the Group financial statements.
Note 2 Accounting policies continued
Cash flow hedging continued
Hedge accounting is discontinued when the hedging instrument expires
or is sold, terminated or exercised, or if a voluntary de-designation takes
place or no longer qualifies for hedge accounting. At that point in time, any
cumulative gain or loss on the hedging instrument recognised in equity is
retained in the Company statement of changes in equity until the forecasted
transaction occurs or the original hedged item affects the Company income
statement. If a forecast hedged transaction is no longer expected to occur,
the net cumulative gain or loss recognised in the Company statement of
changes in equity is reclassified to the Company income statement.
Pensions
The Company participates in defined benefit pension schemes. There are
no formal policies or contractual agreements for recharging within the
Group and the Company cannot identify its share of the underlying assets
and liabilities of the schemes. Accordingly, as permitted by IAS 19 ‘Employee
Benefits’, the Company has accounted for the schemes as defined contribution
schemes, and the charge for the financial year is based upon the cash
contributions payable.
The Company also participates in a defined contribution scheme open to
all UK employees. Payments to this scheme are recognised as an expense
as they fall due.
Taxation
The tax expense included in the Company income statement consists
of current and deferred tax.
Current tax is the expected tax payable on the taxable income for the
financial year, using tax rates enacted or substantively enacted by the
balance sheet date. Tax expense is recognised in the Company income
statement except to the extent that it relates to items recognised in the
Company statement of comprehensive income or directly in the Company
statement of changes in equity, in which case it is recognised in the Company
statement of comprehensive income or directly in the Company statement
of changes in equity, respectively.
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 realised based on the tax
rates that have been enacted or substantively enacted by the balance sheet
date. Deferred tax is charged or credited in the Company income statement,
except when it relates to items charged or credited directly to equity or other
comprehensive income, in which case the deferred tax is also recognised in
equity, or other comprehensive income, respectively.
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 assets
to be recovered.
Deferred tax assets and liabilities are offset against each other when there
is a legally enforceable right to set off current taxation assets against current
taxation liabilities and it is the intention to settle these on a net basis.
Judgements and sources of estimation uncertainty
The preparation of the Company financial statements requires management
to make judgements, estimates and assumptions in applying the Company’s
accounting policies to determine the reported amounts of assets, 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. Actual results may differ from these
estimates. The estimates and underlying assumptions are reviewed on an
ongoing basis, with revisions to accounting estimates applied prospectively.
The preparation of the Company financial statements for the financial
year did not require the exercise of any critical accounting judgements or
significant estimates. The risk of material adjustment in the next financial
year relating to impairment of investments, previously disclosed as a key
source of estimation uncertainty, is no longer viewed as significant.
135
Tesco PLC Annual Report and Financial Statements 2018Financial statements Notes to the Parent Company financial statements continued
Note 5 Employment costs, including Directors’ remuneration
Wages and salaries
Social security costs
Pension costs
Share-based payment expense
Notes
14
2018
£m
14
2
4
7
27
2017
£m
15
2
3
6
26
The amounts above include recharges from other Group companies for Tesco PLC related activities.
The average number of employees (all Directors of the Company) during the financial year was 11 (2017: 11).
The Schedule 5 requirements of SI 2008/410 for Directors’ remuneration are included within the Directors’ remuneration report on pages 45 to 64.
Note 6 Investments
Cost
At 25 February 2017
Additions
Disposals
At 24 February 2018
Impairment
At 25 February 2017
Charge for the year
At 24 February 2018
Net carrying value
At 24 February 2018
At 25 February 2017
Shares
in Group
undertakings
£m
Shares
in joint
ventures
£m
16,426
222
(16)
16,632
(3,353)
(186)
(3,539)
13,093
13,073
9
–
(9)
–
–
–
–
–
9
Total
£m
16,435
222
(25)
16,632
(3,353)
(186)
(3,539)
13,093
13,082
During the financial year the Company restructured its investments in various dormant subsidiaries. As part of this exercise, £167m of amounts owed to
various Group undertakings were waived, £14m of dividends were received and the related investments balances were impaired by £152m, resulting in a net
£29m income.
The list of the Company’s subsidiary undertakings and joint ventures is shown on pages 140 to 145.
Note 7 Receivables
Amounts owed by Group undertakings*
Amounts owed by joint ventures and associates
Other receivables
Of which:
Current
Non-current
2018
£m
6,598
20
27
6,645
6,625
20
6,645
2017
£m
7,428
18
41
7,487
7,469
18
7,487
* Amounts owed by Group undertakings are either interest-bearing or non interest-bearing depending on the type and duration of the receivable relationship, with interest rates ranging
from 0% to 3%, with maturities up to and including March 2025.
Note 8 Short-term investments
Money market funds
Note 9 Cash and cash equivalents
2018
£m
369
2017
£m
1,398
Included in cash and cash equivalents of £793m (2017: £790m) is an amount of £777m (2017: £777m) that was set aside at the balance sheet date for completion
of the merger with Booker Group PLC. This cash was invested at a floating rate of interest, held in ring-fenced accounts and was not available to the Group.
The merger was completed on 5 March 2018, with £766m being paid on completion. Refer to Note 35 to the Group financial statements for further details on
the Booker merger.
136
Tesco PLC Annual Report and Financial Statements 2018 Note 10 Payables
Amounts owed to Group undertakings(a)
Other payables
Taxation and social security
Accruals and deferred income
Deferred tax liability(b)
2018
£m
4,707
43
3
6
8
4,767
2017
£m
4,889
50
1
6
32
4,978
(a) Amounts owed to Group undertakings are either interest-bearing or non interest-bearing depending on the type and duration of the creditor relationship, with interest rates ranging
from 0% to 3%, with maturities up to and including February 2051.
(b) The deferred tax asset/(liability) recognised by the Company, and the movements thereon, during the financial year are as follows:
At 25 February 2017
Charge to the income statement for prior years
Movement in other comprehensive income for the year
At 24 February 2018
Financial
instruments
£m
Other
timing
differences
£m
(38)
–
26
(12)
6
(2)
–
4
Total
£m
(32)
(2)
26
(8)
During the financial year, the Company restructured its investments in various dormant subsidiaries. As part of this exercise, £167m of amounts owed to
various Group undertakings were waived, £14m of dividends were received and the related investments balances were impaired by £152m, resulting in a net
£29m income.
Note 11 Borrowings
Current
Bank loans and overdrafts
5.5% USD Bond
3.375% MTN
Non-current
3.375% MTN
5.5% MTN(a)
6.125% MTN
5% MTN(a)
3.322% LPI MTN(b)
6% MTN(a)
5.5% MTN(a)
1.982% RPI MTN(c)
6.15% USD Bond(a)
4.875% MTN(a)
5.125% MTN(a)
5.2% MTN(a)
Par value
–
$850m
€750m
Maturity
–
Nov 2017
Nov 2018
Par value
€750m
£181m
£900m
£238m
£335m
£159m
£176m
£277m
$850m
£102m
€356m
£168m
Maturity
Nov 2018
Dec 2019
Feb 2022
Mar 2023
Nov 2025
Dec 2029
Jan 2033
Mar 2036
Nov 2037
Mar 2042
Apr 2047
Mar 2057
2018
£m
26
–
667
693
2018
£m
–
183
952
254
338
198
221
279
616
103
323
165
3,632
2017
£m
131
709
–
840
2017
£m
641
353
896
411
326
253
255
270
1,063
175
522
275
5,440
(a) During the financial year, the Group undertook a tender for outstanding bonds and as a result the following notional amounts were repaid early: 5.5% MTN Dec 2019 £169m,
5% MTN Mar 2023 £151m, 6% MTN Dec 2029 £41m, 5.5% MTN Jan 2033 £24m, 6.15% USD Bond Nov 2037 $300m, 4.875% MTN Mar 2042 £71m, 5.125% MTN Apr 2047 €244m and 5.2%
MTN Mar 2057 £111m.
(b) The 3.322% Limited Price Inflation (LPI) MTN is redeemable at par, indexed for increases in the RPI over the life of the MTN. The maximum indexation of the principal in any one year is
5%, with a minimum of 0%.
(c) The 1.982% RPI MTN is redeemable at par, indexed for increases in the RPI over the life of the MTN.
Note 12 Derivative financial instruments
The fair value of derivative financial instruments has been disclosed in the Company balance sheet as:
Current
Non-current
2018
2017
Asset
£m
–
952
952
Liability
£m
–
(488)
(488)
Asset
£m
155
1,274
1,429
Liability
£m
–
(466)
(466)
137
Tesco PLC Annual Report and Financial Statements 2018Financial statements
Notes to the Parent Company financial statements continued
Note 12 Derivative financial instruments continued
Fair value hedges
Interest rate swaps and similar instruments
Cross-currency swaps
Cash flow hedges
Cross-currency swaps
Index-linked swaps
Derivatives not in a formal hedge relationship
Index-linked swaps
Total
Note 13 Share-based payments
2018
2017
Asset
Liability
Asset
Liability
Fair value
£m
Notional
£m
Fair value
£m
Notional
£m
Fair value
£m
Notional
£m
Fair value
£m
Notional
£m
12
128
129
140
543
952
65
401
313
612
–
(52)
–
–
–
207
–
–
16
386
296
162
65
791
907
591
–
(26)
–
–
–
408
–
–
3,339
4,730
(436)
(488)
3,339
3,546
569
1,429
3,339
5,693
(440)
(466)
3,339
3,747
The Company’s equity-settled share-based payment schemes comprise various share schemes designed to reward Executive Directors.
For further information on these schemes, including the valuation models and assumptions used, see Note 26 to the Group financial statements.
Share option schemes
The number of options and weighted average exercise price (WAEP) of share option schemes relating to the Company employees are:
Savings-related
Share Option Scheme
Nil cost
share options
Options
23,840
–
–
–
23,840
–
Savings-related
Share Option Scheme
Options
23,840
–
–
–
23,840
–
WAEP
151.00
–
–
–
151.00
151.00
1.44
–
–
–
WAEP
151.00
–
–
–
151.00
151.00
2.43
–
–
–
Options
10,548,558
4,031,340
(308,543)
–
14,271,355
2,989,805
Nil cost
share options
Options
5,079,088
5,511,106
–
(41,636)
10,548,558
2,250,252
WAEP
–
–
–
–
–
–
8.00
–
–
7.06
WAEP
–
–
–
–
–
–
8.50
–
–
7.68
For the 52 weeks ended 24 February 2018
Outstanding at 25 February 2017
Granted
Forfeited
Exercised
Outstanding at 24 February 2018
Exercise price range (pence)
Weighted average remaining contractual life (years)
Exercisable at 24 February 2018
Exercise price range (pence)
Weighted average remaining contractual life (years)
For the 52 weeks ended 25 February 2017
Outstanding at 27 February 2016
Granted
Forfeited
Exercised
Outstanding at 25 February 2017
Exercise price range (pence)
Weighted average remaining contractual life (years)
Exercisable at 25 February 2017
Exercise price range (pence)
Weighted average remaining contractual life (years)
138
Tesco PLC Annual Report and Financial Statements 2018 Note 14 Pensions
The total cost of participation in the Tesco Retirement Savings Plan (a defined contribution scheme) to the Company was £4.4m (2017: £2.9m).
Further disclosure relating to all schemes can be found in Note 27 to the Group financial statements.
Note 15 Called up share capital
Allotted, called up and fully paid:
At the beginning of the year
Share options exercised
Share bonus awards issued
At the end of the year
2018
Ordinary shares of 5p each
Number
8,174,932,553
5,184,066
12,000,000
8,192,116,619
£m
409
–
1
410
2017
Ordinary shares of 5p each
Number
8,141,083,114
849,439
33,000,000
8,174,932,553
£m
407
–
2
409
During the financial year, 5.2 million (2017: 0.8 million) ordinary shares of 5p each were issued in relation to share options for an aggregate consideration
of £8m (2017: £1m) and 12.0 million (2017: 33.0 million) ordinary shares of 5p each were issued in relation to share bonus awards.
The Group has implemented a share forfeiture programme following the completion of a tracing and notification exercise to any shareholders who have
not had contact with the Company over the past 12 years, in accordance with the provisions set out in the Company’s Articles. Under the share forfeiture
programme the shares and dividends associated with shares of untraced members have been forfeited, with the resulting proceeds transferred to the Group
to use for good causes in line with the Group’s corporate responsibility strategy. During the financial year, the Group received £3m proceeds from sale of
untraced shares and £2m write-back of unclaimed dividends, which are reflected in share premium and retained earnings respectively.
As at 24 February 2018, the Directors were authorised to purchase up to a maximum in aggregate of 817.5 million (2017: 814.1 million) ordinary shares.
The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at general meetings
of the Company.
On 5 March 2018, the Group completed a merger with Booker Group PLC. A total of 1,548 million new ordinary shares of the Company have been issued
as a result of the transaction. Refer to Note 35 to the Group financial statements for further details.
Note 16 Contingent liabilities
In addition to the contingent liabilities shown in Note 32 to the Group financial statements, the Company has entered into financial guarantee contracts
to guarantee the indebtedness of Group undertakings amounting to £2,201m (2017: £2,534m). It has also guaranteed derivative agreements of Group
undertakings with a gross liability of £217m (2017: £180m) at the balance sheet date. These guarantees are treated as contingent liabilities until it becomes
probable they will be called upon.
In addition, the Company has guaranteed the rental payments of certain Group undertakings relating to a portfolio of retail stores, distribution centres
and mixed use retail developments.
The likelihood of the above items being called upon is considered remote.
Note 17 Events after the reporting period
On 5 March 2018, the Group completed a merger with Booker Group PLC. Refer to Note 35 to the Group financial statements for further details.
139
Tesco PLC Annual Report and Financial Statements 2018Financial statements Related undertakings of the Tesco Group
In accordance with Section 409 of the Companies Act 2006 and Schedule 4 of The Large and Medium-sized Companies and Groups (Accounts and Reports)
Regulations 2008, a full list of related undertakings, registered office address and the percentage of share class owned as at 24 February 2018 are disclosed
below. Changes to the list of related undertakings since the year-end date are detailed in the footnotes below. All undertakings are indirectly owned by
Tesco PLC unless otherwise stated.
Subsidiary undertakings incorporated in the United Kingdom
Registered
address Class of share held
1
1
1
2
1
1
1
38
38
38
38
38
38
38
38
38
38
1
1
1
1
38
38
38
38
1
1
1
1
1
1
1
1
2
2
5
5
Limited by Guarantee
£0.01 A Ordinary
£0.01 B Ordinary
£0.01 C Ordinary
£1.00 Ordinary
£1.00 Deferred
£1.00 Ordinary
£0.90 Ordinary
Limited by Guarantee
Limited by Guarantee
£1.00 Ordinary
£0.01 Ordinary
£1.00 Ordinary
£0.01 Ordinary
£1.00 Ordinary
£0.01 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£0.10 Ordinary
£0.01 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Cumulative
Redeemable
Preference
£1.00 Ordinary
Limited by Guarantee
Limited by Guarantee
£0.01053258724
Ordinary
£1.00 Ordinary
£0.10 Ordinary
£1.00 Ordinary
£1.00 Cumulative
Convertible
Participating Preferred
Ordinary
£1.00 Cumulative
Redeemable
Preference
£1.00 Ordinary
£0.25 Non-Voting
Ordinary
£1.00 Ordinary
£1.00 Ordinary
Name of undertaking
Acklam Management
Company Limited
Adminstore Limited
Adsega Limited†
Alfred Preedy & Sons Limited
Armitage Finance Unlimited
Bath Upper Bristol Road
Management Company Limited
Berry Lane Management
Company Limited
BF Limited(l)
Bishop’s Group Limited(l)
Booker Cash & Carry Limited(l)
Booker Direct Limited(l)
Booker EBT Limited(l)
Booker Group plc(l)
Booker Limited(l)
Booker Retail Partners
(GB) Limited(l)
Booker Retail Limited(l)
Booker Wholesale
Holdings Limited(l)
Broughton Retail
Nominee 1 Limited
Broughton Retail
Nominee 2 Limited
Broughton Retail
Nominee 3 Limited
Broughton Retail
Nominee 4 Limited
Budgen Holdings Limited(l)
Budgens Pension Trustees
No.2 Limited(l)
Budgens Property
Investments Limited(l)
Budgens Stores Limited(l)
Buttoncable Limited
Buttoncase Limited†
Canterbury Road
Management Limited
Cardiff Cathays Terrace
Management Company Limited
Cheshunt Finance Unlimited
Comar Limited†
Cullen’s Holdings Limited
Cullen’s Stores Limited
Day and Nite Stores Limited
Dillons Newsagents Limited
dunnhumby Holding Limited
dunnhumby International
Limited
140
% held
by Group
–
Name of undertaking
dunnhumby Limited
100
100
100
100
100
100
100
–
–
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
–
–
100
100
100
100
100
100
100
100
100
100
dunnhumby Overseas Limited
dunnhumby Trustees Limited
Europa Foods Limited
Faraday Properties Limited
Giant Bidco Limited(l)
Giant Booker Limited(l)
Giant Midco Limited(l)
Gibbs News Limited
Halesworth SPV Limited
Harts the Grocers
(Russell Square) Limited
Highams Green Management
Company Limited
IRTH (15) Limited(l)
IRTH (19) Limited(l)
J.E. Cohen & Company Limited
KSS Retail Limited
Launchgrain Limited†
Linebush III Limited
Linebush IV Limited
Linebush Limited
Linebush V Limited
Linnco Limited(l)
Londis (Holdings) Limited(l)
Londis Pension
Trustees Limited(l)
London and Home Counties
Superstores Limited
M & W Limited
Makro Holding Limited(l)
Makro Properties Limited(l)
Makro Self Service
Wholesalers Limited(l)
Mills (East Midlands) Limited
Mills Group Limited
Morgam News Limited
Motorcause Limited
Murdoch Norton Limited(l)
NutriCentre Limited
Oakwood Distribution Limited
One Stop Community
Stores Limited
One Stop Convenience
Stores Limited
One Stop Stores Limited†(a)
One Stop Stores Trustee
Services Limited
Orpington (Station Road) Limited
Oxford Fox and Hounds
Management Company Limited
Paper Chain
(East Anglia) Limited
PTLL Limited
Ritter-Courivaud Limited(l)
Registered
address Class of share held
5
5
5
1
6
38
38
38
2
1
1
1
38
38
1
5
1
2
2
2
2
38
38
38
1
2
38
38
38
2
2
2
1
38
1
1
2
2
2
2
1
1
2
1
38
£3.59 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£0.25 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
Limited by Guarantee
£1.00 Ordinary
$1.00 Ordinary
£1.00 Ordinary
£0.001 Ordinary
£1.00 Ordinary
£1.00 Ordinary A
£1.00 Ordinary B
£0.01 Ordinary A
£1.20 Ordinary B
£0.01 Ordinary C
£0.01 A Ordinary
£1.00 B Ordinary
£0.01 C Ordinary
£1.20 Ordinary A
£1.20 Ordinary B
£1.00 Ordinary
£50.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary A
£1.00 Ordinary B
£1.00 Redeemable
Cumulative Preference
£0.10 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary A
£1.00 Ordinary B
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£0.05 Ordinary
£0.10 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
Limited by Guarantee
£1.00 Deferred
US$0.001 Ordinary
£1.00 Ordinary
£0.10 Ordinary
% held
by Group
100
100
100
100
100
100
100
100
100
100
100
–
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
–
100
100
100
100
Tesco PLC Annual Report and Financial Statements 2018 Name of undertaking
Seacroft Green
Nominee 1 Limited
Seacroft Green
Nominee 2 Limited
Snowman Retail 1 Limited
Snowman Retail 2 Limited
Sociomantic Labs Limited
Spen Hill Developments Limited
Spen Hill Management Limited†(b)
Spen Hill Properties (Holdings) plc †
Spen Hill Regeneration Limited
Spen Hill Residential No 1 Limited
Spen Hill Residential No 2 Limited
Station House Welling
Management Limited
Statusfloat Limited
Stewarts Supermarkets Limited†
T & S Properties Limited
T & S Stores Limited†
Tapesilver Limited†
Teesport (GP) Limited
Tesco (Overseas) Limited†
Tesco Aqua (3LP) Limited
Tesco Aqua (FinCo1) Limited
Tesco Aqua (FinCo2) Limited
Tesco Aqua (GP) Limited
Tesco Aqua (Nominee 1) Limited
Tesco Aqua (Nominee 2) Limited
Tesco Aqua
(Nominee Holdco) Limited
Tesco Atrato (1LP) Limited
Tesco Blue (3LP) Limited
Tesco Blue (FinCo2) Limited
Tesco Blue (GP) Limited
Tesco Blue (Nominee 1) Limited
Tesco Blue (Nominee 2) Limited
Tesco Blue
(Nominee Holdco) Limited
Tesco Corporate Treasury
Services PLC†
Tesco Depot Propco Limited
Tesco Distribution
Holdings Limited
Tesco Distribution Limited
Tesco Dorney (1LP) Limited
Tesco Employees’ Share
Scheme Trustees Limited†(d)
Tesco Family Dining Limited
Tesco FFC Limited
Tesco Food Sourcing Limited
Tesco Freetime Limited
Tesco Fuchsia (3LP) Limited
Tesco Gateshead
Property Limited
Tesco Holdings Limited†
Tesco International Internet
Retailing Limited†
Tesco International
Services Limited†
Tesco Kirkby
(General Partner) Limited
Tesco Kirkby (LP) Limited
Tesco Kirkby
(Unitholder1) Limited
Tesco Kirkby
(Unitholder2) Limited
Registered
address Class of share held
1
1
2
2
8
1
1
1
1
1
1
1
1
1
2
2
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
Limited by Guarantee
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£0.05 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 A Ordinary
£1.00 B Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 A Ordinary
£1.00 B Ordinary(c)
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£0.01 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£0.10 Ordinary
£1.00 Preference
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
% held
by Group
100
100
100
100
100
100
100
100
100
100
100
–
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
Name of undertaking
Tesco Lagoon GP Limited
Tesco Maintenance Limited
Tesco Mobile
Communications Limited†
Tesco Mobile Services Limited
Tesco Navona (1LP) Limited
Tesco Navona (GP) Limited
Tesco Navona
(Nominee 1) Limited
Tesco Navona
(Nominee 2) Limited
Tesco Navona
(Nominee Holdco) Limited
Tesco Navona PL
Propco Limited
Tesco Overseas
Investments Limited†
Tesco Overseas ULC
Tesco Passaic (1LP) Limited
Tesco Passaic (GP) Limited
Tesco Passaic
(Nominee 1) Limited
Tesco Passaic
(Nominee 2) Limited
Tesco Passaic
(Nominee Holdco) Limited
Tesco Passaic PL Propco Limited
Tesco PEG Limited
Tesco PENL Limited
Tesco Pension
Investment Limited(c)
Tesco Pension Trustees
Limited†(e)
Tesco Personal Finance
Group Limited†
Tesco Personal Finance PLC
Tesco Property
(Nominees) (No.1) Limited
Tesco Property
(Nominees) (No.2) Limited
Registered
address Class of share held
6
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
10
10
11
11
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary A
£1.00 Ordinary B(c)
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£0.00000025 A
Ordinary
£0.00000025 B
Ordinary
£0.00000025 C
Ordinary
£0.00000025 D
Ordinary
£0.00000025 E
Ordinary
£0.00000025 F
Ordinary
£0.00000025 G
Ordinary
£0.00000025 H
Ordinary
£0.00000025 J
Ordinary
£0.00000025 K
Ordinary
£0.00000025 L
Ordinary
£0.00000025 M
Ordinary
£0.00000025 N
Ordinary
£0.00000025 O
Ordinary
£0.00000025 P
Ordinary
£1.00 Ordinary
£1.00 Ordinary A
£1.00 Ordinary B(c)
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£0.01 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£0.10 A Ordinary
£0.10 B Ordinary
£0.10 C Ordinary
£0.10 Ordinary
£1.00 Ordinary
£1.00 Ordinary
% held
by Group
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
141
Tesco PLC Annual Report and Financial Statements 2018Financial statements Related undertakings of the Tesco Group continued
Registered
address Class of share held
£1.00 Ordinary
€1.00 Ordinary
INR 10.00 Ordinary
INR 10.00 Ordinary
% held
by Group
100
100
100
87
Registered
address Class of share held
11
£1.00 Ordinary
% held
by Group
100
International subsidiary undertakings
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
38
1
1
1
1
1
1
1
1
1
1
1
1
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 A Ordinary
£1.00 B Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 A Ordinary
£1.00 B Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 A Preference
£1.00 B Preference
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 A Ordinary
£1.00 B Ordinary
£1.00 Ordinary
£0.10 Ordinary
Limited Partnership
Limited Partnership
Limited Partnership
Limited Partnership
Limited Partnership
Limited Partnership
Limited Partnership
Limited Partnership
£1.00 Ordinary
Limited by Guarantee
£1.00 Ordinary
£1.00 Ordinary
6
£1.00 Ordinary
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
–
100
100
100
Name of undertaking
Arena (Jersey)
Management Limited†
Booker Cyprus Limited(l)
Booker India Private Limited(l)
Booker Satnam Wholesale
Private Limited(l)
Cheshunt Holdings
Guernsey Limited†
Cheshunt Hungary Servicing
Limited Liability Company
China Property Holdings
(HK) Limited
Chirac Limited
Cirrus Finance (2009) Limited
Cirrus Finance Limited
Clondalkin Properties Limited
Commercial Investments Limited
Crest Ostrava a.s
Delamare Holdings B.V.
Department store
Pardubice s.r.o.
dunnhumby (Korea) Limited
dunnhumby (Malaysia) Sdn Bhd
dunnhumby (Thailand) Limited
dunnhumby Australia Pty Limited
dunnhumby Brazil
Consultora Ltda
dunnhumby Chile SpA(r)
dunnhumby Colombia S.A.S.
dunnhumby Computer
Information Technology and
Consultancy Services LLC
dunnhumby Consulting
Canada Limited
dunnhumby Consulting Services
India Private Limited
dunnhumby Czech s.r.o
dunnhumby France SAS
dunnhumby Hungary Kft
dunnhumby Information
Technology Consulting
(Shanghai) Company Limited
dunnhumby Ireland Limited
dunnhumby IT Services
India Private Limited
dunnhumby Italia Srl.
dunnhumby Japan K.K
dunnhumby Mexico
S. de R.L. de C.V.
dunnhumby Poland Sp z.o.o
dunnhumby Slovakia s.r.o.
dunnhumby
South Africa (Pty) Ltd
dunnhumby Inc
dunnhumby Ventures LLC
Edson Investments Limited
Edson Properties Limited
Ek-Chai Distribution System
Co., Ltd.*
ELH Insurance Limited
Genesis sp. z.o.o.
Golden Island Management
Services Limited
J. Smylie & Sons (IOM) Limited(l)
Jasper Sp. z.o.o.
28
92
89
89
18
22
20
24
24
24
24
24
16
30
16
62
64
69
96
53
97
52
54
55
56
16
57
22
58
63
59
60
61
65
32
67
68
70
1
24
24
34
19
32
24
93
32
Name of undertaking
Tesco Property
(Nominees) Limited
Tesco Property
Finance 1 Holdco Limited
Tesco Property Finance 1 PLC
Tesco Property Holdings
(No.2) Limited
Tesco Property Holdings Limited
Tesco Property Nominees
(No.5) Limited
Tesco Property Nominees
(No.6) Limited
Tesco Property Partner
(GP) Limited†
Tesco Property Partner
(No.1) Limited†
Tesco Property Partner
(No.2) Limited†
Tesco Red (3LP) Limited
Tesco Red (GP) Limited
Tesco Red (Nominee 1) Limited
Tesco Red (Nominee 2) Limited
Tesco Red
(Nominee Holdco) Limited
Tesco Sarum (1LP) Limited
Tesco Seacroft Limited
Tesco Secretaries Limited
Tesco Services Limited
Tesco Stores Limited
Tesco TLB Barnstaple Limited
Tesco TLB Finance Limited
Tesco TLB Nottingham Limited
Tesco TLB Pontypridd Limited
Tesco TLB Properties Limited
Tesco Treasury Services PLC†
The Big Food Group Limited(l)
The Teesport
Limited Partnership
The Tesco Aqua
Limited Partnership
The Tesco Blue
Limited Partnership
The Tesco Kirkby
Limited Partnership
The Tesco Navona
Limited Partnership
The Tesco Passaic
Limited Partnership
The Tesco Property
Limited Partnership
The Tesco Red
Limited Partnership
TPT Holdco No.1 Limited(c)
Ventnor High Street
Management Company Limited
Verulam Properties Limited
Weymouth Avenue
(Dorchester) Limited
Wm. Low Supermarkets Limited
142
£1.00 Ordinary
99.994
HUF 100,000 Quota
HKD 1.00 Ordinary
€1.25 Ordinary
£1,000 A Ordinary
€1.00 Ordinary
£1,000 Ordinary
€1.25 Ordinary
€1.25 Ordinary
CZK 100,000 Ordinary
€1.00 Ordinary
CZK 100,000 Ordinary
KRW 5,000 Ordinary
RM 1.00 Ordinary
THB 100 Ordinary
AUD 100 Ordinary
BRL$1.00 Ordinary
CLP 500,000 Ordinary
COP $1,000 Ordinary
TL 25.00 Ordinary
CAD$0.01 Ordinary
INR 10.00 Ordinary
CZK 200,000 Basic
business
€2.00 Ordinary
Registered capital HUF
3,000,000
Registered capital
US$140,000
€1.00 Ordinary
INR 10.00 Ordinary
€1.00 Common
JPY 10,000 Ordinary
MXN 1.00 Common
PLN 50.00 Ordinary
No shares in issue
No par value Ordinary
No par value
Common stock
–
€2.00 Ordinary
€1.00 Ordinary
THB 10.00 Ordinary
£1.00 Ordinary
PLN 500 Ordinary
€1.269738 A Ordinary
€1.269738 Ordinary
£1.00 Ordinary
PLN 100 Ordinary
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
–
100
100
100
100
100
99.9
100
100
100
100
100
100
Tesco PLC Annual Report and Financial Statements 2018 % held
by Group
100
Name of undertaking
Tesco Capital No. 2 Limited
Registered
address Class of share held
Name of undertaking
Kabaty Investments Tesco
(Polska) Sp. z.o.o. Sp.k
Lekáreň Tesco
Dunajská Streda, k.s.
Lekáreň Tesco Petržalka, k.s.
Lekáreň Tesco Piešt’any, k.s.
Lekáreň Tesco Prešov Vukov, k.s.
Lekáreň Tesco Senec, k.s.
Lekáreň Tesco Trenčín, s.r.o.
Lekáreň Tesco
Banská Bystrica, k.s.
Lekáreň Tesco Košice, k.s.
Lekáreň Tesco Lamač, k.s.
Lekáreň Tesco Nitra, k.s.
Lekáreň Tesco
Spišská Nová Ves, k.s.
Lekáreň Tesco Trnava, k.s.
Lekáreň Tesco Zlaté Piesky, k.s.
Lekáreň Tesco Zvolen, k.s.
Letňany Development
land 1 s.r.o.
Letňany Development land 2 s.r.o.
Marine Coffee Company
Holdings Limited
Marine Coffee Company
Nominees Limited
Monread Developments Limited
Nabola Development Limited
Obchodný dom Bratislava, s.r.o
Old FEHC Inc.(p)
Old FENM Inc.†(p)
Orpingford
PEJ Property
Developments Limited
Pharaway Properties Limited
R.J.D. Holdings
Saneyia Limited(l)
Seberov site s.r.o.
Shuke Advertising
(Shanghai) Co., Ltd
Sociomantic Labs B.V.
Sociomantic labs GmbH
Sociomantic Labs Inc
Sociomantic Labs Internet
Hizmetleri Limited Şireketi
Sociomantic Labs LLC
Sociomantic Labs
Private Limited
Sociomantic Labs Pte Ltd
Sociomantic Labs s.r.o.(q)
Sociomantic Labs SARL
Sociomantic Labs Servicos
Web Ltda
Sociomantic Labs Sp. z.o.o.
Sociomantic S.L.U.
Tesco (Polska) Sp. z.o.o.
Tesco Akadémia Képzési
és Fejlesztési Korátolt
Felelősségű Társaság
Tesco Bengaluru Private Limited
Tesco Capital No. 1 Limited†
Registered
32
address Class of share held
PLN Partnership
Interests
Limited Partnership
51
51
51
51
51
51
51
51
51
51
51
51
51
51
16
16
25
25
24
24
51
35
35
24
24
24
24
92
16
84
77
72
83
82
79
76
80
74
75
73
78
81
32
22
23
28
Limited Partnership
Limited Partnership
Limited Partnership
Limited Partnership
Limited Partnership
Limited Partnership
Limited Partnership
Limited Partnership
Limited Partnership
Limited Partnership
Limited Partnership
Limited Partnership
Limited Partnership
CZK 100,000 Ordinary
CZK 100,000 Ordinary
€1.00 Ordinary
€1.00 Ordinary
€0.001 Ordinary
€1.25 A Ordinary
€1.25 B Ordinary
€1.00 Registered
capital
US$0.01 Common Stock
US$0.01 Ordinary
€1.00 Ordinary
€1.00 Ordinary
€1.00 Ordinary
€1.269738 Ordinary
€1.00 Ordinary
CZK 100,000 Ordinary
€130,000 Registered
Capital
€100 Ordinary
€1.00 Ordinary
US$50.00 Common
Stock
TRY 25.00 Ordinary
RUR 1.00 Ordinary
INR 10.00 Ordinary
S$1.00 Ordinary
KC 1.00 Ordinary
€100 Ordinary
R$1.00 Ordinary
PLN 50.00 Ordinary
€1.00 Ordinary
PLN 500 Ordinary
HUF 100,000 Quotas
INR 10.00 Ordinary
£0.50 A Ordinary
£0.50 B Ordinary
£0.01 Preference –
Guaranteed fixed rate
cumulative preference
£0.01 Preferred
Ordinary
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
Tesco Chile Sourcing Limitada
Tesco Digital Ventures Pte Ltd
Tesco Dystrybucja Sp. z.o.o
Tesco EU IT Services s.r.o.
Tesco Europe B.V.
Tesco Food Sourcing Brazil
Consultoria De Negoçios Ltda.
Tesco Foundation
(Nadacia Tesco)
Tesco Franchise Stores ČR s.r.o.
Tesco-Global Stores Privately
Held Company Limited
Tesco Global Employment
Company Limited
Tesco Guangdong
(HK) Co. Limited
Tesco Holdings B.V.
Tesco International
Clothing Brand s.r.o.
Tesco International
Franchising s.r.o.
Tesco International
Sourcing Limited
Tesco Ireland
Holdings Limited†(f)
Tesco Ireland Limited
Tesco Ireland Pension
Trustees Limited
Tesco Joint Buying Service
(Shanghai) Co Limited
Tesco Mobile
(Thailand) Co. Limited
Tesco Mobile Ireland Limited
Tesco Mobile Polska Sp. z.o.o.
Tesco Property (No. 1) Limited
Tesco Property Limited
Tesco Sourcing India
Private Limited
Tesco Stores (Malaysia) Sdn Bhd*(g)
28
13
33
32
16
31
12
51
16
22
34
20
30
51
51
20
24
24
24
14
34
24
32
28
15
85
42
Tesco Stores (Thailand) Limited*
34
Tesco Stores ČR a.s.
Tesco Stores SR, a.s.
Tesco Technology Services
HK Limited
Tesco Trustee Company
of Ireland Limited†
Thundridge
Valiant Insurance Company DAC
Victoria BB Sp. z.o.o.
Wanze Properties
(Dundalk) Limited
WSC Properties Limited
16
51
21
24
24
26
32
24
24
£0.01 Floating Rate
Redeemable
Preference†
£1.00 Ordinary
CLP 1.00 Ordinary
US$ 1.00 Ordinary
SGD 1.00 Ordinary
PLN 50.00 Ordinary
CZK 1.00 Ordinary
€1.00 Ordinary
BRL 1.00 Ordinary
No par value basic
capital
CZK 2,000,000
Ordinary
HUF 10.00 Common
THB 100 Ordinary
US$ 1.00 Ordinary
€1.00 Ordinary
€1.00 Ordinary
€1.00 Ordinary
HKD 10.00 Ordinary
€1.25 Ordinary
€1.25 Ordinary
€1.25 Ordinary
US$ 1.00 Ordinary
THB 100 Ordinary
€1.00 Ordinary
PLN 50.00 Ordinary
£1.00 Ordinary
US$ 1.00 Registered
Capital
INR 10.00 Ordinary
RM 1.00 A Ordinary
RM 10.00
Non-Convertible
Non-Cumulative
Irredeemable
Preference Shares
THB 10.00 A Ordinary
THB 10.00 B Preference
THB 10.00 C Preference
CZK 1,000 Ordinary
€33,193.92 Ordinary
HKD 1,000 Ordinary
€1.25 Ordinary
€1.00 Ordinary
£1.00 Ordinary
PLN 800 Ordinary
€1.00 Ordinary
€1.00 Ordinary
% held
by Group
100
100
100
100
100
100
100
100
100
100
100
99.9
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
<0.001
100
100
100
100
100
100
100
100
100
100
143
Tesco PLC Annual Report and Financial Statements 2018Financial statements Related undertakings of the Tesco Group continued
Name of undertaking
Tesco Home Shopping Limited†
Tesco Hungary
(Holdings) Limited†
Tesco Kirkby (Nominee 1) Limited(h)
Tesco Kirkby (Nominee 2) Limited(h)
Tesco Kirkby
(Nominee Holdco) Limited(h)
Tesco Overseas
(Holdings) Limited†(h)
Tesco PEIP Limited
Tesco PEL Limited
Tesco Worldwide Limited†(k)
Trigger Retail Limited
Value House Properties Limited(o)
Verulam Properties
(2001) Limited
Whitecastle Properties Limited(n)
Worple Road PLC
Registered
90
address Class of share held
£1.00 A Ordinary
£1.00 B Ordinary
£1.00 Ordinary
90
90
90
90
90
90
90
90
90
3
90
9
90
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
% held
by Group
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
The following subsidiary undertakings in liquidation were incorporated
outside of the United Kingdom.
Name of undertaking
dunnhumby Netherlands BV
Tesco (Jersey) Limited†
Tesco Mauritius Holdings Limited
Tesco Vin Plus S.A.
Registered
address Class of share held
66
28
29
17
€1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
€1.60 Ordinary
Associated undertakings
The following associated undertakings were incorporated in the
United Kingdom.
Name of undertaking
Broadfields Management Limited
Clarepharm Limited
Fresh Food Trader Limited(l)
Shire Park Limited
Tesco Atrato (GP) Limited*
Tesco Coral (GP) Limited*
Tesco Dorney (GP) Limited*
Tesco Jade (GP) Limited
Tesco Mobile Limited*
Tesco Property Partner
(GP No.2) Limited*
Tesco Sarum (GP) Limited*
Tesco Underwriting Limited
The Tesco Atrato
Limited Partnership
The Tesco Coral
Limited Partnership
The Tesco Dorney
Limited Partnership
The Tesco Property (No.2)
Limited Partnership
The Tesco Sarum
Limited Partnership
Registered
address Class of share held
47
48
7
49
1
1
1
98
1
1
1
50
1
1
1
27
1
£0.10 Ordinary
£0.10 Ordinary
£1.00 Ordinary
£1.00 Preference
£1.00 Ordinary
£1.00 A Ordinary
£1.00 A Ordinary
£1.00 A Ordinary
£1.00 A Ordinary
£1.00 B Ordinary
£0.10 A Ordinary
£0.90 B Ordinary
£1.00 A Ordinary
£1.00 A Ordinary
£1.00 Ordinary
Limited Partnership
Limited Partnership
Limited Partnership
Limited Partnership
Limited Partnership
% held
by Group
100
100
100
100
% held
by Group
35.3
22.7
50
54.5
100
100
100
30
30
100
100
100
100
49.9
50
50
50
50
50
Subsidiary undertakings in liquidation
The following subsidiary undertakings in liquidation were incorporated in
the United Kingdom.
Registered
address Class of share held
90
90
90
3
3
3
90
90
3
90
87
87
90
90
90
3
90
90
87
90
90
90
39
90
91
90
90
90
9
90
3
3
90
88
90
90
90
90
90
90
3
90
90
90
90
90
90
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£0.001 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£0.001 Non-Cumulative
Preference
£0.001 Ordinary
£0.001 Ordinary A
Limited Liability
Partnership
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£0.001 A Ordinary
£1.00 Ordinary
£1.00 A Ordinary
£1.00 A Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£0.05 Ordinary
£1.00 Ordinary
£1.00 2% Non-
Cumulative Preference
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Non-voting
Ordinary
£0.50 Ordinary
£1.00 Preference
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
£1.00 Ordinary
% held
by Group
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
99.975
97.1
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
Name of undertaking
Alfred Preedy & Sons
(Trustees) Limited
Anthony Heagney Limited
Beehythe Estates Limited
Bedminster Estates Limited
Blinkbox Books Limited
Brian Ford’s Discount Store
Limited(o)
Budgen Limited(k)
Careneed News Limited
Cheshunt Overseas LLP
Country Market Limited (The)
Crazy Prices†
Daily Wrap Produce Limited†
Delamare One Limited†
Food & Wine Lovers Limited
Gibbs Newsagents Limited
Honiton Wholesale
Supplies Limited(m)
Harts the Grocers (TCR) Limited
J E Properties Holdings Limited
Kingsway Fresh Foods Limited(m)
Launchtable Limited†(h)
Laws Stores Limited(k)
Lee (Southern) Limited
Leovic Limited(l)
Linebush III Holdings Limited(k)
Lowfoods Limited
Mills (West Midlands) Limited
Mills Group Holdings Limited(k)
Morgam Holdings Limited
NPL (Hardgate) Limited(n)
Power Supermarkets Limited(j)
Premier Garage
(Worthing) Limited(o)
Pulford Foods Limited(o)
Sanders Supermarkets Limited(h)
Sarcon (No. 239) Limited
Spen Hill Developments
(Holdings) Limited(k)
Spen Hill Developments
(Portishead) Limited
Spen Hill Developments
(Tonbridge) Limited(h)
Spen Hill Properties
(Southend) Limited(h)
T & S Management Services
Limited(k)
Teesport (Nominee) Limited(k)
Telegraph Properties
(Kirkby) Limited
Tesco.Com Limited†(h)
Tesco (Foxtrot 1) Limited
Tesco (Foxtrot 2) Limited
Tesco Card Services Limited†
Tesco Estates Limited†
Tesco FTO Limited
144
Tesco PLC Annual Report and Financial Statements 2018 The following associated undertakings were incorporated outside of the
United Kingdom.
Name of undertaking
China Wisdom
dunnhumby Limited
dunnhumby Canada Limited
dunnhumby Norge A.S.
Gain Land Limited
Koxka Hungary
Refridgeration LLC(s)
Merrion Shopping Centre Limited
Retail Property Co., Limited*
Synergistic Property
Development Co. Limited
Tesco Card Services Limited*
Tesco for Thais Foundation
Tesco Lotus Retail Growth
Freehold and Leasehold
Property Fund
Tesco Mobile ČR s.r.o.
Tesco Mobile Slovakia s.r.o.
Trent Hypermarket
Private Limited
Registered
95
address Class of share held
HKD 246,000.00
Ordinary
CA$ 1.00 Ordinary
37
43
36
40
24
44
94
45
34
46
16
51
41
NOK 1,000 Ordinary
$1.00 Ordinary
HUF 1.00 Quota
€0.012697 Ordinary
THB 100 Ordinary A
THB 100 Ordinary
THB 100 Ordinary A
Foundation
THB Listed
CZK 100,000 Ordinary
€1.00 Ordinary
INR 10.00 Equity
% held
by Group
50
50
50
20
40
51.9
100
50
100
–
25
50
50
50
Consolidated Structured Entities
Name of Undertaking
Delamare Cards Holdco Limited
Delamare Cards MTN Issuer plc
Delamare Cards Receivables
Trustee Limited
Delamare Cards Funding 1 Limited
Delamare Cards Funding 2 Limited
Delamare Finance PLC
Delamare Group Holdings Limited
Registered
address Nature of business
86
86
86
86
86
11
11
Securitisation entity
Securitisation entity
Securitisation entity
Securitisation entity
Securitisation entity
Securitisation entity
Securitisation entity
* Undertaking where other share classes are held by a third party.
† Interest held directly by Tesco PLC.
(a) 95% held by Tesco PLC.
(b) 66.6% held by Tesco PLC.
(c) Shares held by Tesco Pension Trustees Limited (TPTL), the corporate trustee of the
Tesco PLC Pension Scheme (the Scheme). On behalf of the Scheme, TPTL holds a 50%
shareholding in three property joint ventures with Tesco, and is the sole shareholder
of TPT Holdco No. 1 Limited and Tesco Pension Investment Limited.
(d) 50% held by Tesco PLC.
(e) This company is the corporate trustee of the Tesco PLC Pension Scheme.
(f) 12.705% held by Tesco PLC.
(g) A third share class of £1.00 Ordinary B shares. A third party holds 100% of the Ordinary B
shares in issue. The Group holds 70% of the voting rights of the entity.
(h) Company dissolved on 27 February 2018.
(j) Company dissolved on 28 February 2018.
(k) Company dissolved on 4/5 April 2018.
(l) The Booker group of subsidiaries became indirectly wholly-owned by Tesco PLC with
effect from 5 March 2018 unless otherwise stated.
(m) Company dissolved on 15 March 2018.
(n) Company dissolved on 22 March 2018.
(o) Company dissolved on 7 March 2018.
(p) Company entered liquidation on 28 February 2018.
(q) Company name changed to Sociomantic Labs s.r.o. v likvidaci and entered liquidation
on 1 March 2018.
(r) Company incorporated on 29 March 2018.
(s) This entity is in liquidation.
145
Tesco PLC Annual Report and Financial Statements 2018Financial statements Registered office addresses
1
Tesco House, Shire Park, Kestrel Way, Welwyn Garden City AL7 1GA,
United Kingdom
50 Ageas House, Hampshire Corporate Park, Templars Way, Eastleigh
Hampshire SO53 3YA, United Kingdom
2 Apex Road, Brownhills, Walsall, West Midlands WS8 7TS, United Kingdom
3 KPMG LLP, 15 Canada Square, London E14 5GL, United Kingdom
4 Local Support Office, Abbey Retail Park, 1st Floor, Newtownabbey,
51 Kamenné nám. 1/A 815 61 Bratislava, Slovakia
52 Calle 32 b sur #48-100, Envigado, Antioquia, Colombia
53 Avenida Brigadeiro Luiz Antonio, No. 3142, 6th Fl Jardim Paulista
Northern Ireland, BT36 7GU
Sao Paulo, Brazil, 01402-901
5 184 Shepherd’s Bush Road, London W6 7NL, United Kingdom
6 c/o Morton Fraser LLP, 5th Floor, Quartermile Two, 2 Lister Square,
Edinburgh, Scotland EH3 9GL, United Kingdom
7-10 Chandos Street, London W1G 9DQ
7
8 5th Floor, 10-12 Alie Street, London E1 8DE, United Kingdom
9 KPMG LLP, Saltire Court, 20 Castle Terrace, Edinburgh, Midlothian
EH1 2EG, United Kingdom
10 2 South Gyle Crescent, Edinburgh, United Kingdom, EH12 9FQ
11 35 Great St Helen’s, London EC3A 6AP, United Kingdom
12 Av. Paulista, 37-4º Andar, São Paulo, 01311-902, Brazil
13 Officina No 102, Oficinas Los Andes, San Patricio 4099, Vitacura,
54 Yeni Havaalani Caddesi, No. 40 Cigli, Izmir, 35610 Turkey
55 Davis LLP, 2800 Park Place, 666 Burrand Street, Vancouver, BC, Canada
56 4th Fl, Tower B, Paras Twin Towers, DLF Golf Course Road, Sector 54,
Gurgaon, Haryana-HR, 122002, India
57 48 rue Cambon, 75001, Paris, France
58 Room 1001, Enterprise Development Tower, No. 398, Jiangsu Road
Changning District, Shanghai 200050, China
59 S-22 Greater Kailash, Part 1, Lower Ground Floor, New Delhi 110048, India
60 Via Savonarola 217, 35137 Padova, Italy
61 Tokyo Club Buolding 11F, 2-6 Kasumigaseki 3-chrime, Chiyoda-ku,
Tokyo, Japan
Santiago, Chile
62 37th Floor, ASEM Tower, 517 Yeongdong-daero, Gangnam-gu, Seoul
14 Units 01, 02, 06, 07, 08, 09, Floor 17, No. 610 Xujiahui Road, Huangpu
135-798, Korea
District, Shanghai, PRC, China
15 R1108 Level 11, Bld No.1, China Central Place, No. 81 Jianguo Road,
63 Floor 3, 2 Harbour Square, Crofton Road, Dun Laoghaire, Dublin, Ireland
64 10th Floor, Menara Hap Seng, No. 1 & 3 Jalan P Ramlee, Kuala Lumpur
Chaoyang District, Beijing, China
50250, Malaysia
16 Praha 10 – Vršovice, Vršovická 1527/68b, PSČ 10000, Prague, Czech Republic
17 Centre de Commerces et de Loisirs, Cité Europe, 62231 Coquelles, France
18 PO Box 25, Regency Court, Glategny Esplanade, St. Peter Port,
GY1 3AP, Guernsey
19 Maison Trinity, Trinity Square, St Peter Port, GY1 4AT, Guernsey
20 31st Floor, AIA Kowloon Tower, Landmark East, 100 How Ming Street,
Kowloon, Hong Kong
21 Level 54, Hopewell Centre, 183 Queens Road East, Hong Kong
22 H-2040 Budaörs, Kinizsi, ÚT 1-3, Hungary
23 81 & 82, EPIP Area, Whitefield, Bangalore, 560066, India
24 Gresham House, Marine Road, Dun Laoghaire, Co. Dublin, Ireland
25 25-28 North Wall Quay, International Financial Services Centre,
Dublin 1, Ireland
26 38/39 Fitzwilliam Square, Dublin 2, Ireland
27 PO Box 87, 22 Grenville Street, St Helier, JE4 8PX, Jersey
28 Lime Grove House, Green Street, St Helier, JE1 2ST, Jersey
29 c/o CIM Corporate Services Ltd, Les Cascades Building, Edith Cavell
Street, Port Louis, Mauritius
30 Willemsparkweg 150 house, 1071 HS, Amsterdam, Netherlands
31 De Lairessestraat 137, 1075 HJ, Amsterdam, Netherlands
32 56 Kapelenka St, 30-347, Krakow, Poland
33 163 Tras Street, #03-01, Lian Huat Building, Singapore, 079024, Singapore
34 629/1 Nawamintr Road, Nuanchan, Buengkoom, Bangkok, 10230, Thailand
35 The Corporation Trust Company, 1209 Orange Street, Delaware, USA, 19801
36 Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola,
VG1110, British Virgin Islands
37 Place Carillion, 7151 Jean-Talon East, Montreal Québec, H1M 3N, Canada
38 Equity House, Irthlingborough Road, Wellingborough,
Northamptonshire NN8 1LT, United Kingdom
39 BDO LLP, Two Snowhill, Birmingham, B4 6GA, United Kingdom
40 1148 Budapest, Kerepesi, út 76/D.3. em. 3, Hungary
41 Taj Building, 2nd Floor, 210, Dr D.N. Road Fort, Mumbai, 400001, India
42 Level 8, Symphony House, Pusat Dagangan Dana 1, Jalan PJU 1A/46, 47301
Petaling Jaya, Selangor Darul Ehsan, Malaysia
43 Rosenkrantzgate 16, Oslo, O160, Norway
44 313 CP Tower, Silom Road, Khwaeng Silom, Khet Bangrak, Bangkok, Thailand
45 Capital Tower, All Seasons Place, Fl.1-6, 87/1 Wireless Road, Lumpini,
Pathumwan, Bangkok 10330, Thailand
46 1 Empire Tower, 32nd Floor, South Sathorn Road, Yannawa, Sathorn
Bangkok, 10120, Thailand
47 2 Paris Parklands, Railton Road, Guildford, Surrey GU2 9JX, United Kingdom
48 Thompson Jenner, 28 Alexandra Terrace, Exmouth, Devon EX8 1BD,
United Kingdom
49 c/o Lamburn & Turner, Riverside House, 1 Place Farm, Wheathamstead
St Albans, Hertfordshire AL4 8SB, United Kingdom
146
65 Av President Masarik No. 111, Piso 1, Colina Polance V Seccion
Delegacion Miguel Hidalgo, C.P. 11560, Mexico
66 Herikerberweg 238, Luna Arena 1101CM, Amsterdam, Zuidoost, Netherlands
67 Cesta na Senec 2, Bratislava, 821 04, Slovakia
68 B4 Century Square, Heron Crescent, Century City, Cape Town 7441
South Africa
69 No. 319 Chamchuri Square Building, 16th Fl, Unit 01, Phayathi Road
Pathumwan sub District, Bangkok 10330, Thailand
70 424 Walnut Street, Suite 1800, Cincinnati, Ohio 45202, United States
71 One East Fourth Street, Suite 1400, Cincinnati, Ohio 45202, United States
72 Paul-Lincke-Ufer 39/40, 10999 Berlin, Germany
73 Rua Sansão Alves dos Santos, 76, 12° andar, conj. 121 e 122, EdifÍcio Uchôa
Borges, CEP 04571-090, Pinheiros, São Paulo, Brazil
74 Stefanikova 18/25, Smichov 150 00, Prague 5, Czech Republic
75 18 rue de la Pépinière, Paris (75008), France
76 801, 8th Floor, El Tara Building, off Orchard Avenue, Hiranandani Gardens,
Powai, Mumbai-400076, India
77 Danzigerkade 13H 2hg, 1013AP Amsterdam, Netherlands
78 ul. Puławska 2, 02-566 Warszawa, Poland
79 Russian Federation, 121099, Moscow, Spasopeskovsky lane, 7/1, b.1. Russia
80 30 A Tanjong Pagar Road, Singapore 088453, Singapore
81 Paseo de General Martinez Campos nº 9 1º izquierda, 28010 Madrid, Spain
82 Istiklal Caddesi Beyoglu Is Merkezi No: 187/5 Galatasaray, Istanbul, Turkey
83 c/o United Corporate Services, Inc., 874 Walker Road, Suite C, Dover,
DE 19904, United States
84 Room 886S, 8/F, 1111, Changshou Road, Jing’an District, Shanghai,
People’s Republic of China
85 5th Floor, Unit 401, Tower B, The Millenia, No. 1&2 Murphy Road
Ulsoor, Bangalore, 560 008, India
86 Asticus Building, 2nd Floor, 21 Palmer Street, London SW1H 0AD,
United Kingdom
87 Ernst & Young Llp, 16 Bedford Street, Belfast, BT2 7DT, Northern Ireland
88 KPMG LLP, Stokes House, 17-25 College Square East, Belfast BT1 6DH
Northern Ireland
89 Unit 607, 6th floor, Trade Centre, Bandra Kurla Complex, Bandra East,
Mumbai, 400 051, Maharashtra, India
90 Ernst & Young Llp, 1 More London Place, London, SE1 2AF, United Kingdom
91 Ernst & Young Llp, 10 George Street, Edinburgh, EH2 2DZ, Scotland,
United Kingdom
92 5 Esperidon Street, 4th floor, 2001 Strovolos, Nicosia, Cyprus
93 PO Box 237, Peregrine House, Peel Road, Douglas, Isle of Man, IM99 1SU
94 999/9, 31st Floor, Rama 1 Road, Pathumwan District, Bangkok, 10330, Thailand
95 Suite 1106-8, 11/F Tai Yau Building, No. 181 Johnston Road, Hong Kong
96 Av. El Golf 40, 7th floor, Las Condes, Santiago de Chile, Chile
97 Level 21, 55 Collins Street, Melbourne, VIC 3000, Australia
98 State Street Global Advisors Limited, 20 Churchill Place, Canary Wharf,
London E14 5HJ, United Kingdom
Tesco PLC Annual Report and Financial Statements 2018 Supplementary information (unaudited)
Total sales performance at actual rates (exc. VAT, exc. fuel)
UK & ROI
UK
ROI
Central Europe
Asia
Tesco Bank
Group
Total sales performance at constant rates (exc. VAT, exc. fuel)
UK & ROI
UK
ROI
Central Europe
Asia
Tesco Bank
Group
1Q
2017/18
2.0%
1.6%
9.2%
8.4%
8.5%
4.8%
3.4%
1Q
2017/18
1.4%
1.6%
0.0%
(1.7)%
(4.8)%
4.8%
0.5%
2Q
2017/18
2.5%
2.1%
10.0%
8.8%
(4.0)%
4.8%
2.7%
2Q
2017/18
2.1%
2.1%
2.1%
(1.2)%
(10.8)%
4.8%
0.4%
3Q
2017/18
2.7%
2.5%
7.1%
3.1%
(8.9)%
4.9%
1.6%
3Q
2017/18
2.5%
2.5%
3.8%
(1.3)%
(9.6)%
4.9%
0.9%
4Q
2017/18
2.9%
2.3%
13.3%
4.5%
(11.5)%
1.1%
1.5%
4Q
2017/18
2.7%
2.4%
9.4%
(2.0)%
(12.4)%
1.1%
0.5%
1H
2017/18
2.2%
1.8%
9.6%
8.6%
2.0%
4.8%
3.0%
1H
2017/18
1.8%
1.8%
1.1%
(1.4)%
(7.7)%
4.8%
0.5%
2H
2017/18
2.8%
2.4%
10.2%
3.8%
(10.3)%
3.0%
1.6%
2H
2017/18
2.6%
2.4%
6.6%
(1.7)%
(11.1)%
3.0%
0.7%
FY
2017/18
2.5%
2.1%
9.9%
6.1%
(4.4)%
3.9%
2.3%
FY
2017/18
2.2%
2.1%
3.9%
(1.6)%
(9.4)%
3.9%
0.6%
Notes
As part of a routine review of revenue streams, the Group has identified a number of small sales sub-categories, in Asia and Central Europe, where Tesco is
viewed as acting more as a selling agent than as a retailer principal. A change was therefore made in the current year to reflect the net commission on these
sales, instead of the previous presentation of the gross revenue and cost of sales separately. While this change was adopted in the fourth quarter, the
total sales growth performance measures for each prior quarter in the tables above have been adjusted to reflect this change with an impact of c.(0.2)%
at Group level.
Like-for-like sales performance (exc. VAT, exc. fuel)
UK & ROI
UK
ROI
Central Europe
Asia
Tesco Bank
Group
1Q
2017/18
2.2%
2.3%
0.2%
(0.4)%
(6.0)%
n/a
1.0%
2Q
2017/18
2.1%
2.1%
2.0%
0.6%
(10.7)%
n/a
0.6%
3Q
2017/18
2.3%
2.3%
3.3%
0.8%
(9.6)%
n/a
0.9%
4Q
2017/18
2.4%
2.3%
5.3%
0.4%
(14.0)%
n/a
0.4%
1H
2017/18
2.1%
2.2%
1.1%
0.1%
(8.3)%
n/a
0.8%
2H
2017/18
2.4%
2.3%
4.3%
0.6%
(11.8)%
n/a
0.6%
FY
2017/18
2.3%
2.2%
2.7%
0.3%
(10.0)%
n/a
0.7%
Notes
These results have been reported on a continuing operations basis and exclude the results from the Group’s operations in Turkey. Like-for-like sales growth is
reported at constant exchange rates. Growth rates are all based on comparable days.
Country detail – Retail
UK
ROI
Czech Republic
Hungary
Poland
Slovakia
Malaysia
Thailand
Revenue (exc. VAT, inc. fuel)*
Local
currency
(m)
42,644
2,572
43,680
577,204
10,580
1,404
4,370
181,754
Average
exchange
rate
1.0
1.1
29.6
351.7
4.8
1.1
5.5
43.7
£m
42,644
2,264
1,474
1,641
2,202
1,236
791
4,156
* Excludes franchising revenue within Central Europe of £32m, which is not allocated to individual countries.
UK sales area by size of store
Store size (sq. ft.)
0-3,000
3,001-20,000
20,001-40,000
40,001-60,000
60,001-80,000
80,001-100,000
Over 100,000
Total*
* Excludes franchise stores.
February 2018
February 2017
No. of stores Million sq. ft.
5.2
3.4
8.2
9.4
8.5
4.2
0.9
39.8
2,512
284
284
182
120
45
8
3,435
% of total
sq. ft. No. of stores Million sq. ft.
5.2
2,507
3.4
288
8.2
283
9.4
182
8.6
120
4.2
45
0.9
8
39.9
3,433
13.1
8.5
20.6
23.6
21.4
10.6
2.2
100.0
Closing
exchange
rate
1.0
1.1
28.8
355.5
4.7
1.1
5.5
43.9
% of total
sq. ft.
13.1
8.6
20.5
23.5
21.5
10.6
2.2
100.0
147
Other informationTesco PLC Annual Report and Financial Statements 2018 Supplementary information (unaudited) continued
Group space summary
Actual Group space – store numbers(a)
Extra
Superstore
Metro
Express
Dotcom only
Total Tesco
One Stop(c)
UK(c)
ROI
UK & ROI(c)
Czech Republic(c)
Hungary
Poland
Slovakia
Central Europe(c)
Malaysia
Thailand
Asia
Group(c)
UK (One Stop)
Czech Republic
Franchise stores
2016/17
year-end
252
479
176
1,740
6
2,653
780
3,433
148
3,581
198
206
429
154
987
71
1,914
1,985
6,553
158
98
256
(a) Continuing operations.
(b) The net gain/(reduction) reflects the number of store openings less the number of store closures/disposals.
(c) Excludes franchise stores.
Actual Group space – ’000 sq. ft.(a)
2016/17
year-end
17,748
14,075
1,993
4,054
716
38,586
1,269
39,855
3,543
43,398
5,479
6,896
9,578
3,859
25,812
4,005
15,522
19,527
88,737
212
92
304
Extra
Superstore
Metro
Express
Dotcom only
Total Tesco
One Stop(b)
UK(b)
ROI
UK & ROI(b)
Czech Republic(b)
Hungary
Poland
Slovakia
Central Europe(b)
Malaysia
Thailand
Asia
Group(b)
UK (One Stop)
Czech Republic
Franchise stores
(a) Continuing operations.
(b) Excludes franchise stores.
(c) Repurposing of gross selling space is not included in the above net selling space measure.
148
Openings
–
2
–
11
–
13
11
24
2
26
2
–
–
–
2
2
67
69
97
19
2
21
Openings
–
37
–
24
–
61
21
82
22
104
2
–
–
11
13
64
413
477
594
24
2
26
Closures/
disposals
–
(1)
(4)
(2)
–
(7)
(15)
(22)
–
(22)
(11)
–
(14)
(3)
(28)
(1)
(30)
(31)
(81)
(8)
(3)
(11)
Net gain/
(reduction)(b)
–
1
(4)
9
–
6
(4)
2
2
4
(9)
–
(14)
(3)
(26)
1
37
38
16
11
(1)
10
2017/18
year-end
252
480
172
1,749
6
2,659
776
3,435
150
3,585
189
206
415
151
961
72
1,951
2,023
6,569
169
97
266
Repurposing/
extensions
20
–
–
–
–
20
–
20
–
20
6
4
4
1
15
4
30
34
69
–
–
–
Closures/
disposals
–
(15)
(32)
(4)
–
(51)
(24)
(75)
–
(75)
(166)
–
(146)
(123)
(435)
(60)
(115)
(175)
(685)
(12)
(2)
(14)
Repurposing/
extensions(c)
(76)
–
–
–
–
(76)
–
(76)
1
(75)
(256)
(58)
(151)
(27)
(492)
(179)
(348)
(527)
(1,094)
–
–
–
Net gain/
(reduction)
(76)
22
(32)
20
–
(66)
(3)
(69)
23
(46)
(420)
(58)
(297)
(139)
(914)
(175)
(50)
(225)
(1,185)
12
–
12
2017/18
year-end
17,672
14,097
1,961
4,074
716
38,520
1,266
39,786
3,566
43,352
5,059
6,838
9,281
3,720
24,898
3,830
15,472
19,302
87,552
224
92
316
Tesco PLC Annual Report and Financial Statements 2018 Group space summary continued
Group space forecast to 23 February 2019 – ’000 sq. ft.(a)
Extra
Superstore
Metro
Express
Dotcom only
Total Tesco
One Stop(b)
UK(b)
ROI
UK & ROI(b)
Czech Republic(b)
Hungary
Poland
Slovakia
Central Europe(b)
Malaysia
Thailand
Asia
Group(b)
UK (One Stop)
Czech Republic
Franchise stores
(a) Continuing operations.
(b) Excludes franchise stores.
Tesco Bank income statement
Revenue
Interest receivable and similar income
Fees and commissions receivable
Direct costs
Interest payable
Fees and commissions payable
Gross profit
Other expenses
Staff costs
Premises and equipment
Other administrative expenses
Depreciation and amortisation
Provisions for bad and doubtful debts
Operating profit before exceptional items
Exceptional items(b)
Operating profit
Net finance costs: movements on derivatives and hedge accounting
Net finance costs: interest
Share of profit/(loss) of joint venture
Profit before tax
2017/18
year-end
17,672
14,097
1,961
4,074
716
38,520
1,266
39,786
3,566
43,352
5,059
6,838
9,281
3,720
24,898
3,830
15,472
19,302
87,552
224
92
316
Openings
–
28
–
95
–
123
37
160
81
241
13
–
–
39
52
43
596
639
932
52
4
56
Closures/
disposals
–
–
–
(23)
–
(23)
(32)
(55)
–
(55)
(285)
(28)
(243)
(86)
(642)
(88)
–
(88)
(785)
–
–
–
Repurposing/
extensions
–
–
–
–
–
–
–
–
–
–
(108)
(314)
(235)
(119)
(776)
(40)
(211)
(251)
(1,027)
–
–
–
Net gain/
(reduction)
–
28
–
72
–
100
5
105
81
186
(380)
(342)
(478)
(166)
(1,366)
(85)
385
300
(880)
52
4
56
2018/19
year-end
17,672
14,125
1,961
4,146
716
38,620
1,271
39,891
3,647
43,538
4,679
6,496
8,803
3,554
23,532
3,745
15,857
19,602
86,672
276
96
372
2018(a)
£m
2017(a)
£m
673
378
1,051
(176)
(22)
(198)
853
(174)
(77)
(209)
(83)
(137)
173
(24)
149
11
(4)
10
166
622
390
1,012
(175)
(23)
(198)
814
(165)
(76)
(215)
(96)
(105)
157
(80)
77
6
(4)
(16)
63
(a) These results are for the 12 months ended 28 February 2018 and the previous period represents the 12 months ended 28 February 2017.
(b) Exceptional items in 2018 consist of an increase in PPI provision of £35m partially offset by a decrease in CCA provision of £1m and a credit of £10m received following the conclusion
of negotiations with a third party in respect of previously recognised customer redress.
149
Other informationTesco PLC Annual Report and Financial Statements 2018 Glossary
Alternative performance measures
Introduction
In the reporting of financial information, the Directors have adopted
various APMs.
These measures are not defined by International Financial Reporting
Standards (IFRS) and therefore may not be directly comparable with
other companies’ APMs, including those in the Group’s industry.
APMs should be considered in addition to, and are not intended to be
a substitute for, or superior to, IFRS measurements.
Purpose
The Directors believe that these APMs assist in providing additional useful
information on the underlying trends, performance and position of the Group.
APMs are also used to enhance the comparability of information between
reporting periods and geographical units (such as like-for-like sales), by
adjusting for non-recurring or uncontrollable factors which affect IFRS
measures, to aid users in understanding the Group’s performance.
Consequently, APMs are used by the Directors and management for
performance analysis, planning, reporting and incentive-setting purposes.
The key APMs that the Group has focused on this financial year are as follows:
– Group sales: This is the headline measure of revenue for the Group.
It excludes the impact of sales made at petrol filling stations due to the
significant volatility of fuel prices. This volatility is outside the control of
management and can mask underlying changes in performance.
– Like-for-like sales: This is a widely used indicator of a retailer’s current
trading performance. It is a measure of growth in Group online sales and
sales from stores that have been open for at least a year (but excludes prior
year sales of stores closed during the year) at constant foreign exchange rates.
– Operating profit before exceptional items: This is the headline measure
of the Group’s performance, and is based on operating profit before the
impact of exceptional items. Exceptional items relate to certain costs or
incomes that derive from events or transactions that fall within the normal
activities of the Group but which, individually or, if of a similar type, in
aggregate, are excluded by virtue of their size and nature in order to
reflect management’s view of the performance of the Group.
– Retail operating cash flow: This is the operating cash flow of continuing
operations, excluding the effects of Tesco Bank’s cash flows.
– Retail free cash flow: Retail free cash flow includes all cash flows from
operating and investing activities for the Retail business, and the market
purchase of shares in relation to share schemes. The following items are
excluded: investing cash flows that increase/decrease items within Net
debt, and cash flows from major corporate acquisitions and disposals.
– Net debt: This excludes the net debt of Tesco Bank but includes that
of the discontinued operations to reflect the net debt obligations of
the Retail business.
– Diluted earnings per share from continuing operations before exceptional
items, net pension finance costs and fair value remeasurements on financial
instruments: This relates to profit after tax before exceptional items from
continuing operations, net pension finance costs and fair value
remeasurements on financial instruments attributable to owners of the
parent divided by the weighted average number of ordinary shares in issue
during the financial year adjusted for the effects of potentially dilutive
share options.
Some of the Group’s IFRS measures are translated at constant exchange
rates. Constant exchange rates are the average actual periodic exchange
rates for the previous financial year and are used to eliminate the effects
of exchange rate fluctuations in assessing performance. Actual exchange
rates are the average actual periodic exchange rates for that financial year.
Changes to APMs
During the financial year, the following changes have been applied to the
Group’s APMs:
– Free cash flow has been redefined to include all cash flows from operating
and investing activities, and the market purchase of shares in relation to
share schemes. The following items are excluded: investing cash flows that
increase/decrease items within Group net debt, and cash flows from major
corporate acquisitions and disposals. This measure reflects the cash available
to shareholders. Previously, free cash flow only included capital expenditure
cash flows within investing activities. Retail free cash flow is now considered
a key APM.
– Diluted earnings per share from continuing operations before exceptional
items and net pension finance costs has been replaced with diluted earnings
per share from continuing operations before exceptional items, net pension
finance costs and fair value remeasurements on financial instruments. Fair
value remeasurements are now excluded as they are impacted by changes
to credit risk and various market indices, which can fluctuate significantly.
Also included in these items are fair value remeasurements on financial
instruments resulting from liability management exercises. Other earnings
per share measures before exceptional items are no longer considered
APMs and have been removed.
– Total indebtedness ratio and Fixed charge cover have been included as
new APMs during the year. EBITDAR has also been included as it is used to
calculate these debt metrics. Total indebtedness ratio and Fixed charge
cover are measures of the Group’s ability to meet its payment obligations
and are widely used by analysts and credit rating agencies.
Closest equivalent
IFRS measure
Adjustments to reconcile
to IFRS measure
Note/page reference
for reconciliation
Definition
and purpose
APM
Income statement
Revenue measures
Group sales
Revenue
– Exclude sales made
at petrol filling stations
Note 2
– Excludes the impact of sales made at petrol filling
stations to demonstrate the Group’s underlying
performance in the core retail and financial services
businesses by removing the volatilities associated
with the movement in fuel prices. This is a key
management incentive metric.
– Growth in sales is a ratio that measures year-on-
year movement in Group sales for continuing
operations for 52 weeks. It shows the annual rate
of increase in the Group’s sales and is considered
a good indicator of how rapidly the Group’s core
business is growing.
– Like-for-like is a measure of growth in Group online
sales and sales from stores that have been open
for at least a year (but excludes prior year sales
of stores closed during the year) at constant foreign
exchange rates. It is a widely used indicator of
a retailer’s current trading performance and is
important when comparing growth between
retailers that have different profiles of expansion,
disposals and closures.
Growth in sales
No direct equivalent
– Consistent with
accounting policy
Not applicable
Like-for-like
No direct equivalent
– Consistent with
accounting policy
Not applicable
150
Tesco PLC Annual Report and Financial Statements 2018 APM
Income statement
Profit measures
Operating profit
before exceptional
items
Closest equivalent
IFRS measure
Adjustments to reconcile
to IFRS measure
Note/page reference
for reconciliation
Definition
and purpose
Operating profit*
– Exceptional items
Note 2
Operating margin
No direct equivalent
– Consistent with
accounting policy
Not applicable
Operating profit*
Profit before tax
Earnings before
exceptional items,
interest, tax,
depreciation,
amortisation and rent
expense (EBITDAR)
Profit before tax
before exceptional
items, net pension
finance costs and fair
value remeasurements
on financial instruments
– Exceptional items
– Depreciation and amortisation
– Rent expense
– Tesco Bank EBITDAR
– Discontinued operations
Page 153
– Exceptional items
– Net pension finance costs (IAS 19)
– Fair value remeasurements on
financial instruments (IAS 39)
Note 9
Profits/(losses) arising
on property-related
items
No direct equivalent
– Consistent with
accounting policy
Not applicable
Finance costs
Total finance costs
before exceptional
items, net pension
finance costs and fair
value remeasurements
on financial instruments
– Exceptional items
– Net pension finance costs (IAS 19)
– Fair value remeasurements on
financial instruments (IAS 39)
Note 5
Earnings per share
from continuing
operations before
exceptional items,
net pension finance
costs and fair value
remeasurements on
financial instruments
Diluted earnings
per share
– Exceptional items
– Discontinued operations
– Net pension finance costs (IAS 19)
– Fair value remeasurements on
financial instruments (IAS 39)
Note 9
– Operating profit before exceptional items is the
headline measure of the Group’s performance.
It is based on operating profit before the impact
of certain costs or incomes that derive from events
or transactions that fall within the normal activities
of the Group, but which are excluded by virtue
of their size and nature in order to reflect
management’s view of the performance of the
Group. This is a key management incentive metric.
– Operating margin is calculated as operating profit
before exceptional items divided by revenue.
Progression in operating margin is an important
indicator of the Group’s operating efficiency.
– This measure is based on Retail operating profit
from continuing operations before exceptional
items. It excludes Retail depreciation, amortisation
and rent expense and is used to derive the Total
indebtedness ratio and Fixed charge cover APMs.
– This measure excludes exceptional items, the
net finance costs of the defined benefit pension
deficit and fair value remeasurements on financial
instruments. Net pension finance costs are
impacted by corporate bond yields, which can
fluctuate significantly and are reset each year based
on often volatile external market factors. Fair value
remeasurements are impacted by changes to credit
risk and various market indices, which can fluctuate
significantly. Also included in these items are fair
value remeasurements on financial instruments
resulting from liability management exercises.
– Profits/(losses) arising on property-related items
relates to the Group’s property activities including:
gains and losses on disposal of property assets,
development property built for resale and property
joint ventures; costs resulting from changes in the
Group’s store portfolio and distribution network,
including pre-opening and post-closure costs; and
income/(charges) associated with impairment of
non-trading property and related onerous contracts.
– These items are disclosed separately to clearly
identify the impact of these items versus the other
operating expenses related to the core retail
and financial services operations of the business.
They are often one-time in nature and can have
a disproportionate impact on profit between
reporting periods.
– Total finance costs before exceptional items, net
pension finance costs and fair value remeasurements
on financial instruments is the net finance costs
adjusted for non-recurring one-off items, net
pension finance costs and fair value remeasurements
on financial instruments. Net pension finance costs
are impacted by corporate bond yields, which can
fluctuate significantly and are reset each year based
on often volatile external market factors. Fair value
remeasurements are impacted by changes to credit
risk and various market indices, which can fluctuate
significantly. Also included in these items are fair
value remeasurements on financial instruments
resulting from liability management exercises.
– This relates to profit after tax before exceptional
items from continuing operations, net pension
finance costs and fair value remeasurements
attributable to owners of the parent divided by
the weighted average number of ordinary shares
in issue during the financial period.
– It excludes net pension finance costs and fair
value remeasurements on financial instruments.
Net pension finance costs are impacted by
corporate bond yields, which can fluctuate
significantly and are reset each year based on
often volatile external market factors. Fair value
remeasurements are impacted by changes to credit
risk and various market indices, which can fluctuate
significantly. Also included in these items are fair
value remeasurements on financial instruments
resulting from liability management exercises.
151
Other informationTesco PLC Annual Report and Financial Statements 2018 Glossary continued
APM
Income statement
Tax measures
Effective tax
rate before
exceptional items
Effective tax rate
before exceptional
items, net pension
finance costs and fair
value remeasurements
on financial instruments
Closest equivalent
IFRS measure
Adjustments to reconcile
to IFRS measure
Note/page reference
for reconciliation
Definition
and purpose
Effective tax rate
– Exceptional items and their
Note 6
– Effective tax rate before exceptional items is
tax impact
Effective tax rate
– Exceptional items and their
Note 6
tax impact
– Net pension finance costs
(IAS 19) and their tax impact
– Fair value remeasurements on
financial instruments (IAS 39)
and their tax impact
calculated as total income tax credit/(charge)
excluding the tax impact of exceptional items
divided by profit before tax before exceptional
items. This provides an indication of the ongoing
tax rate across the Group.
– Effective tax rate before exceptional items,
net pension finance costs and fair value
remeasurements on financial instruments is
calculated as total income tax credit/(charge)
excluding the tax impact of exceptional items,
net pension finance costs and fair value
remeasurements divided by the profit before
tax before exceptional items, net pension finance
costs and fair value remeasurements.
– Net debt from Tesco Bank
Note 30
– Net debt excludes the net debt of Tesco Bank
Balance sheet measures
Net debt
Borrowings less
cash and related
hedges
Total indebtedness
Borrowings less
cash and related
hedges
– Net debt from Tesco Bank
– Present value of future minimum
lease payments under non-
cancellable operating leases
– IAS 19 deficit in the pension
schemes
Page 14 of the
Strategic report
Total indebtedness
ratio
No direct equivalent
– Consistent with
accounting policy
Page 153
– Total indebtedness ratio is calculated as Total
Fixed charge cover
No direct equivalent
– Consistent with
accounting policy
Page 153
Cash flow measures
Retail operating
cash flow
Cash generated
from operating
activities
– Tesco Bank operating cash flow
– Discontinued operations
Note 2
Free cash flow
Cash generated
from operating
activities
Retail free cash flow
Cash generated
from operating
activities
– Net cash generated from/
Note 2
(used in) investing activities, and
the market purchase of shares
in relation to share schemes
– Investing cash flows that increase/
decrease items within Group
net debt
– Cash flows from major corporate
acquisitions and disposals
– Tesco Bank operating cash flow
– Retail net cash generated from/
(used in) investing activities, and
the market purchase of shares in
relation to share schemes
– Investing cash flows that increase/
decrease items within Net debt
– Cash flows from major corporate
acquisitions and disposals
Note 2
* Operating profit is presented on the Group income statement. It is not defined per IFRS, however is a generally accepted profit measure.
152
but includes that of the discontinued operations
to reflect the net debt obligations of the Retail
business. Net debt comprises bank and other
borrowings, finance lease payables, net derivative
financial instruments, joint venture loans and other
receivables and net interest receivables/payables,
offset by cash and cash equivalents and short-term
investments. It is a useful measure of the progress
in generating cash and strengthening of the Group
balance sheet position and is a measure widely
used by credit rating agencies.
– Total indebtedness is Net debt plus the IAS 19 deficit
in the pension schemes (net of associated deferred
tax) plus the present value of future minimum lease
payments under non-cancellable operating leases
to provide an overall view of the Group’s obligations.
It is an important measure of the long-term
obligations of the Group and is a measure widely
used by credit rating agencies.
indebtedness divided by EBITDAR. It is a measure
of the Group’s ability to meet its payment
obligations and is widely used by analysts and
credit rating agencies.
– Fixed charge cover is calculated as EBITDAR divided
by the sum of rent expense and net finance cost,
excluding net pension finance costs, exceptional
items, capitalised interest and fair value
remeasurements on financial instruments.
It is a measure of the Group’s ability to meet
its payment obligations and is widely used by
analysts and credit rating agencies.
– Retail operating cash flow is the cash generated
from operations of continuing operations,
excluding the effects of Tesco Bank’s cash flows.
It is a measure of the cash generation and working
capital efficiency by the Retail business, recognising
that Tesco Bank is run and regulated independently
from the Retail operations, and a key measure to
demonstrate the recovery of the Retail operations.
This is a key management incentive metric.
– Free cash flow includes all cash flows from operating
and investing activities, and the market purchase of
shares in relation to share schemes. The following
items are excluded: investing cash flows that
increase/decrease items within Group net debt,
and cash flows from major corporate acquisitions
and disposals. This measure reflects the cash
available to shareholders.
– Retail free cash flow includes all cash flows from
operating and investing activities for the Retail
business, and the market purchase of shares in
relation to share schemes. The following items are
excluded: investing cash flows that increase/decrease
items within Net debt, and cash flows from major
corporate acquisitions and disposals. This measure
reflects the cash available to shareholders.
Tesco PLC Annual Report and Financial Statements 2018 APMs: Reconciliation of debt metrics
EBITDAR
Operating profit/(loss) from continuing operations before exceptional items
Less: Tesco Bank operating profit/(loss) before exceptional items
Add: Depreciation and amortisation
Less: Tesco Bank depreciation and amortisation
Add: Retail operating lease expense*
Total indebtedness ratio
Net debt (£m)
Add: Defined benefit pension deficit, net of deferred tax (£m)
Add: Discounted operating lease commitments (£m)
Total indebtedness (£m)
EBITDAR (£m)
Total indebtedness ratio
Fixed charge cover
Net finance cost (£m)
Less: Net pension finance costs (£m)
Less: Exceptional foreign exchange losses on GBP short-term investments held in overseas entities (£m)
Add: Capitalised interest (£m)
Add: Fair value remeasurements on financial instruments (IAS 39) (£m)
Net finance cost, excluding net pension finance costs, exceptional items, capitalised interest and fair value
remeasurements on financial instruments (IAS 39) (£m)
Add: Retail operating lease expense (£m)*
EBITDAR (£m)
Fixed charge cover
* Group operating lease expense of £1,018m (2017: £1,043m) includes £3m (2017: £4m) relating to Tesco Bank.
Notes
2
2
2
2
3
Notes
30
27
34
Notes
5
5
5
5
5
3
2018
£m
1,644
(173)
1,295
(83)
1,015
3,698
2018
2,625
2,728
6,931
12,284
3,698
3.3
2018
533
(162)
(38)
2
23
358
1,015
1,373
3,698
2.7
2017
£m
1,280
(157)
1,298
(118)
1,039
3,342
2017
3,729
5,504
7,440
16,673
3,342
5.0
2017
765
(113)
(244)
6
61
475
1,039
1,514
3,342
2.2
Other
Capital expenditure (Capex)
The additions to property, plant and equipment, investment property and
intangible assets (excluding assets acquired under business combinations).
Capital employed
Net assets plus net debt plus dividend creditor less net assets of the
disposal group and non-current assets classified as held for sale.
Enterprise Value
This is calculated as market capitalisation plus net debt.
FTE
FTE refers to full-time equivalents.
LPI
LPI refers to Limited Price Inflation.
Net Promoter Score (NPS)
This is a loyalty measure based on a single question requiring a score
between 0-10. The NPS is calculated by subtracting the percentage of
detractors (scoring 0-6) from the percentage of promoters (scoring 9-10).
This generates a figure between -100 and 100 which is the NPS.
Return on capital employed (ROCE)
Return divided by the average of opening and closing capital employed.
Return
Profit before exceptional items and interest, after tax (applied at effective
rate of tax).
RPI
RPI refers to Retail Price Index.
Market capitalisation
The total value of all Tesco shares calculated as total number of shares
multiplied by the closing share price at year-end.
Total shareholder return
The notional annualised return from a share, measured as the percentage
change in the share price, plus the dividends paid with the gross dividends,
reinvested in Tesco shares. This is measured over both a one and five year period.
MTN
MTN refers to Medium Term Note.
153
Other informationTesco PLC Annual Report and Financial Statements 2018 Five-year record
Figures below reflect the latest published information. For financial years prior to 2018, these figures represent the comparatives from the following years’ financial
statements. During 2017, the Group decided to sell its operations in Turkey. Accordingly, these operations were treated as discontinued in 2017. The 2016
statistics have been re-presented to be consistent with 2017. Prior years have not been re-presented. Korea was first classified as a discontinued operation
in 2016. China was first classified as a discontinued operation in 2013/14.
The Group has determined new segments during the financial year. Refer to Note 2. The Group had also determined new segments and defined new APMs
during 2016. Historical data up to 2015 data for these new measures and segments has been presented, but prior historic data has not.
2014
2015(a)
2016
2017
2018
Financial statistics (£m)
Sales
UK & ROI
Central Europe
Asia
Tesco Bank
Group sales(c)
Revenue
UK & ROI
Central Europe
Asia
Tesco Bank
Group revenue
Operating profit/(loss) before exceptional items(c)
UK & ROI
Central Europe
Asia
Tesco Bank
Group operating profit/(loss) before exceptional items(c)
Operating profit margin before exceptional items
Operating profit/(loss)
UK & ROI
Central Europe
Asia
Tesco Bank
Group operating profit/(loss)
Share of post-tax profits/(losses) of joint ventures and associates
Net finance costs
Profit/(loss) before tax
Taxation
Profit/(loss) for the year from continuing operations
Discontinued operations
Profit/(loss) for the year
Attributable to:
Owners of the parent
Non-controlling interests
Profit before tax before exceptional items, net pension finance costs and fair value
remeasurements on financial instruments(c)
Other financial statistics
Diluted earnings/(losses) per share – continuing operations
Diluted earnings per share – continuing operations before exceptional items, net pension
finance costs and fair value remeasurements on financial instruments(c)
Dividend per share(b)
Cash generated from Retail operating activities (£m)
Return on capital employed (ROCE)(c)
Total shareholder return(c)
Net debt (£m)(c)
Discounted operating lease commitments – continuing operations (£m)
Pension deficit, net of deferred tax – Group (£m)
Total indebtedness (£m)(c)
Enterprise Value (£m)(c)
Group Retail statistics
Number of stores(d)
Total sales area (’000 sq. ft.)(d)
Average employees
Average full-time equivalent employees (FTE)
UK & ROI Retail statistics
Number of stores(d)
Total sales area (’000 sq. ft.)(d)
Average full-time equivalent employees (FTE)
Revenue (exc. fuel) (per FTE – £)
Weekly revenue (exc. fuel) (per sq. ft. – £)
1,003
1,003
63,557
2,631
60
(432)
2,259
(347)
1,912
(942)
970
974
(4)
14.76p
4,607
13.6%
3.7%
6,597
9,419
2,559
18,575
33,597
7,305
109,572
510,444
391,868
3,524
45,300
38,228
6,186
4,492
947
49,853
45,062
6,424
4,492
947
56,925
498
(4)
258
188
940
1.7%
(5,334)
(666)
97
153
(5,750)
(13)
(571)
(6,334)
670
(5,664)
(102)
(5,766)
(5,741)
(25)
516
(69.56)p
5.70p
1.16p
1,860
4.0%
(9.5)%
8,481
9,353
3,885
21,719
28,415
6,849
95,811
480,607
362,370
3,710
45,946
225,192
169,757
15.81
37,189
5,268
4,447
955
47,859
43,080
5,451
4,447
955
53,933
503
102
218
162
985
1.8%
597
111
203
161
1,072
(21)
(849)
202
54
256
(127)
129
138
(9)
509
3.22p
5.79p
–
2,581
6.2%
(11.8)%
5,110
7,814
2,612
15,536
20,101
6,733
91,195
475,399
351,289
3,743
45,253
225,378
165,007
15.68
37,692
5,977
5,186
1,012
49,867
43,524
6,195
5,186
1,012
55,917
803
58
262
157
1,280
2.3%
519
190
231
77
1,017
(107)
(765)
145
(87)
58
(112)
(54)
(40)
(14)
781
0.81p
7.30p
–
2,278
8.1%
(7.5)%
3,729
7,440
5,504
16,673
19,262
6,809
89,041
464,520
342,770
3,739
43,610
218,522
172,486
16.31
38,650
6,343
4,947
1,051
50,991
44,908
6,585
4,947
1,051
57,491
1,053
119
299
173
1,644
2.9%
1,199
212
277
149
1,837
(6)
(533)
1,298
(306)
992
216
1,208
1,206
2
1,282
12.08p
11.88p
3.00p
2,773
10.9%
8.7%
2,625
6,931
2,728
12,284
19,452
6,966
87,990
448,988
327,916
3,754
43,577
210,312
183,775
17.05
(a) 53 weeks. (b) Dividend per share relating to the interim and proposed final dividend. (c) See glossary for definitions. (d) Including franchise stores.
154
Tesco PLC Annual Report and Financial Statements 2018 Shareholder information
Annual General Meeting 2018 (AGM)
This year’s AGM will be held on Friday 15 June 2018 at the ICC Capital Suite,
3rd Floor of ExCel London, One Western Gateway, Royal Victoria Dock,
London, E16 1XL. The meeting will start at 2.00pm and registration will be
open from 1.00pm.
A separate notice convening the meeting has been sent to our shareholders,
which includes details of the ordinary and special business to be considered
at the meeting. A copy of the Notice of Meeting can be found on our website
www.tescoplc.com/investors.
Managing shares online
Many of our shareholders find that the easiest way to manage their shareholding
is online by setting up a Shareview portfolio at www.shareview.co.uk. This is a
free, easy and secure service provided by the Company’s registrars, Equiniti.
Some of the benefits of having a Shareview portfolio are:
– monitor your shareholding;
– access shareholder information;
– elect to receive shareholder communications electronically;
– vote on the resolutions at the AGM, and any other shareholder
meetings; and
– keep your contact details up to date.
For more information and to register for this service, please visit
www.shareview.co.uk. Registration can be completed within minutes
in just four easy steps. Please note, you will need your Shareholder
Reference Number.
Dividend
Following the announcement on 4 October 2017 of the reinstatement
of the Tesco dividend, an interim dividend of 1.0p per share was paid on
24 November 2017. Shareholders will be asked to approve a final dividend
of 2.0p per share for the year ended 24 February 2018 at this year’s AGM.
Dividends are expected to grow from 2017, with the aim of achieving a target
cover of approximately two times earnings per share over the medium term.
Dividends can be paid quickly and securely directly into your bank account.
You may also choose to have your dividends reinvested in further Tesco
shares through our dividend reinvestment plan (DRIP) (terms and conditions
apply). To arrange either of these options, simply call Equiniti on the number
provided overleaf. Alternatively, you can manage your dividend payment
choices by registering with Shareview at www.shareview.co.uk.
E-comms
We encourage our shareholders to accept all shareholder communications
and documents electronically, in place of receiving traditional paper copies
by post. This helps us to reduce the environmental impact of our business
and to reduce costs. If you would like to sign up to receive all future
shareholder communications electronically, please register with Shareview
by visiting www.shareview.co.uk. Once you have signed up, you will receive
an email to let you know when shareholder documents become available
on our website, including our annual and interim financial results, notices
of shareholder meetings and other shareholder documents.
Tesco Share Account
We offer our shareholders a service to help them hold and manage their
Tesco shares in a safe and simple way. With the Tesco Share Account
(TSA) you can enjoy the convenience and reassurance of holding shares
electronically, avoiding the need to hold paper share certificates, which
can be lost or stolen and expensive to replace.
The TSA also offers shareholders access to preferential dealing rates and
up-to-date market information through the Equiniti Share Dealing service.
The TSA is a sponsored nominee service operated for Tesco by Equiniti
Financial Services Limited (Equiniti Financial), which is authorised and
regulated by the Financial Conduct Authority. When you join the TSA, your
shares are registered in the name of Equiniti Corporate Nominees Limited
and held on your behalf on a private register. You remain the beneficial
owner of your shares and continue to have the right to receive shareholder
communications, vote at general meetings and to receive any dividends
paid on your shares.
It is completely free to participate in the TSA and there are no annual
fees to pay (terms and conditions apply). If you would like to join the
TSA please contact Equiniti Financial on 0371 3284 2977 (or +44 121 415 7053
if outside of the UK).
Duplicate documents
Some of our shareholders hold multiple accounts on the share register
and therefore receive duplicate copies of shareholder documentation
as a result. If you have been receiving duplicate copies of shareholder
documentation, please contact Equiniti to arrange for your accounts
to be combined.
Share dealing service
Equiniti offer Shareview Dealing, which is a real-time telephone and internet
share dealing service in Tesco PLC shares available to all UK residents.
Further information about the Shareview Dealing service can be found
at www.shareview.co.uk/dealing or by calling 03456 037 037 between
8.00am and 4.30pm, Monday to Friday.
Please remember that dealing fees vary between brokers and you
are recommended to check that you are being charged the most
competitive rate.
Changes to personal details
In order to avoid missing important correspondence relating to
your shareholding, please inform Equiniti as soon as possible if:
– you have recently moved house; or
– there are any changes to your bank details.
These changes can be made quickly and easily online via your Shareview
portfolio or you can write to Equiniti to confirm your new and old addresses.
Please remember to include your Shareholder Reference Number on
all communication.
Share price information
Details of our current and historical share price data and other share price
tools are available at www.tescoplc.com/investors.
ShareGift
If you have a small shareholding which would cost more to sell than the
shares are worth, you may wish to consider donating the shares to the
charity ShareGift (Registered Charity 1052686), a charity that specialises
in the donation of such shares for good causes. There are no implications
for Capital Gains Tax purposes on gifts of shares to charity. Further
information about ShareGift can be found by visiting www.sharegift.org
or by calling 0207 930 3737.
American Depositary Receipts (ADRs)
The Company has a sponsored Level 1 ADR programme for which Deutsche
Bank Trust Company Americas acts as depositary. The ADRs are traded in the
US, where one ADR represents three ordinary shares. The ADR programme
confers the right to receive dividends in US dollars.
ADR details
Symbol
CUSIP
Exchange
Ratio
Effective Date
TSCDY
881575302
OTC
1:3
April 01, 1992
All enquiries relating to the ADR programme should be directed to:
Tesco PLC
c/o American Stock Transfer & Trust Company
Operations Centre
6201 15th Avenue
Brooklyn
NY 11219 USA
Email DB@astfinancial .com
Telephone Toll free +1-866-249-2593 (toll free from within US and Canada)
International +1-718-921-8137 (from outside US and Canada)
Website www.adr.db.com
Corporate website
You can access the corporate website at www.tescoplc.com. The Tesco PLC
corporate website provides useful information including annual reports,
results announcements and share price data, as well as background
information about the Company and current issues.
Shareholders are encouraged to sign up to receive email notification of
results and press announcements as they are released by registering at
www.tescoplc.com/investors/regulatory-news/regulatory-news-email-alerts.
155
Other informationTesco PLC Annual Report and Financial Statements 2018 Shareholder information continued
Shareholder security
In recent years, Tesco PLC has become aware that its shareholders have received unsolicited phone calls or correspondence concerning investment matters.
These are typically from overseas based ‘brokers’ who target UK shareholders, offering to sell them what often turn out to be worthless or high risk shares in
US or UK investments. These operations are commonly known as ‘boiler rooms’. These ‘brokers’ can be very persistent and extremely persuasive. Shareholders
are advised to be very wary of any unsolicited advice, offers to buy shares at a discount or offers of free company reports. Details of any share dealing
facilities that we endorse are included in our mailings and on our website.
If you receive any unsolicited investment advice:
– make sure you note the correct name of the person and the organisation and make a record of any other information they give you;
– check the Financial Services Register by visiting http://register.fca.org.uk to see if the person and firm contacting you are authorised by the FCA;
– search the list of unauthorised firms to avoid at www.fca.org.uk/consumers/unauthorised-firms-individuals; and
– report the matter to the FCA using the share fraud reporting form at www.fca.org.uk/consumers/report-scam-unauthorised-firm or by calling
the Consumer Helpline on 0800 111 6768.
Information on the latest investment scams can be found at http://scamsmart.fca.org.uk/warninglist.
Share register analysis
As at 24 February 2018 the Company had 8,192,116,619 shares in issue (25 February 2017: 8,174,932,553) and 254,249 registered holders of Ordinary shares
(25 February 2017: 270,372). Shareholdings are analysed below.
Breakdown of shareholdings overall
Breakdown of shareholdings with over 5,001 shares
Range of shareholding
1 - 500
501 - 1,000
1,001 - 5,000
5,001+
Total
Number of
holdings
155,129
25,541
51,211
22,368
254,249
Category of shareholders
Private
Institutional and corporate
Useful contacts
Tesco PLC Registered Office
Tesco House
Shire Park
Kestrel Way
Welwyn Garden City
AL7 1GA
Investor Relations
Investor Relations Department
Tesco House
Shire Park
Kestrel Way
Welwyn Garden City
AL7 1GA
Telephone +44 (0) 1707 912 922
Financial calendar 2018/19
24 February 2018
Financial year end
2017/18
% of issued
share capital
0.25%
0.23%
1.47%
98.05%
100.00%
Range of shareholding
5,001 - 10,000
10,001 - 50,000
50,001 - 100,000
100,001 - 500,000
500,001 - 1,000,000
1,000,001 - 5,000,000
5,000,001+
Total
Number of
holdings
11,966
8,654
614
554
159
261
160
22,368
% of issued
share capital
1.02%
1.97%
0.51%
1.56%
1.36%
7.38%
84.25%
98.05%
Number of
shareholders
247,842
6,407
% of total
shareholders
Number of
Ordinary
shares
97.48% 437,489,608
2.52% 7,754,627,011
% of issued
share capital
5.34%
94.66%
Registrars
Equiniti Limited
Aspect House
Spencer Road
Lancing
West Sussex
BN99 6DA
Telephone (UK) 0371 384 2977
(Outside UK) +44 (0) 121 415 7071
Calls are charged at national rates.
Calls from a mobile device may
incur network extras.
Website www.equiniti.com
Group Company Secretary
Robert Welch
Corporate Brokers
Barclays Bank PLC
Citigroup Global Markets Limited
Independent Auditors
Deloitte LLP
General Queries
Switchboard +44 (0) 1992 632 222
Website
www.tescoplc.com
3 October 2018
Interim results
announcement
23 February 2019
Financial year end
2018/19
February
2018
June
2018
October
2018
January
2019
February
2019
15 June 2018
Q1 Trading Statement
and Annual General Meeting
22 June 2018
Proposed payment date for final dividend
January 2019
Q3 and Christmas
Trading Statement
Please note that these dates are provisional and subject to change.
156
Tesco PLC Annual Report and Financial Statements 2018 Designed and produced by Superunion
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Tesco PLC
Tesco House
Shire Park
Kestrel Way
Welwyn Garden City
AL7 1GA
www.tescoplc.com